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and the termination of membership on non-payment thereof or otherwise, the number, times and manner of choosing, qualifications, terms of office, official designations, powers, duties and com. pensation of its officers; what shall constitute a vacancy in the office of any such officer and the manner of filling it; the number of members, not less than one-third, or if one-third be nine or more, not less than nine, whose presence shall be necessary to constitute a quorum at its meetings; the qualifications of voters at its meetings; the eligibility of members to be directors; and the classification of its directors into not more than five classes, so that the term of office of all the directors of one class only shall expire each year,
and that the term of office of their successors shall be as many years as there are classes, but not so as to change the term of office of any director then in office.
Such by-laws may authorize holders of the bonds of the corporation secured by mortgage upon its property, to vote for the directors thereof, and may apportion the number of votes each such bondholder may cast to the amount of such bonds held by him.
The by-laws of a membership corporation, incorporated for yachting purposes, may provide that the owners of each yacht shall, together, cast but one vote at the meetings of the corporation.
$ 9. Members.-Each person signing the certificate of incorporation of a membership corporation, and each person admitted to membership therein, in pursuance of law or its by-laws, shall be a member of the corporation until his membership shall terminate by death, voluntary withdrawal, or otherwise, in pursuance of the by-laws. The right of a member to vote, and all the right, title and interest of a member in or to the corporation, or its property, shall cease on the termination of his member. ship, unless otherwise provided by law, or by the by-laws of the. corporation.
§ 10. Directors and trustees.—The directors of a membership corporation other than those named in its certificate of incorpo ration, shall be elected from among the members, by the members, and by such other persons as are authorized, by or in pursuance of law, to vote therefor.
If a vacancy in the office of director of a membership corporation created under or by a general or special law, shall not be filled within six months after it occurs, either for want of a by.
law or other provision for filling the same; or if, by reason of the absence, illness or other inability of one or more of the remaining directors, a quorum of the board of directors can not be obtained, the remaining directors of such corporation, or a majority of them, may appoint a member of such corporation to fill such vacancy, and such appointment filed in the office of the clerk of the county in which such corporation is located, shall constitute such person a director of such corporation, until the next annual election of the directors.
A membership corporation may file in the offices in which its certificate of incorporation is filed, a supplemental certificate designating not less than five nor more than fifteen of its directors to be the trustees of its property until the next annual meeting, and may by by-law confer on such trustees any of the powers, duties or obligations of the directors of such corporation in relation to the care, custody or management of snch property. At each annual meeting of the corporation thereafter the members thereof shall designate successors to the trustees in office.
§ 11. Powers, duties and liabilities of directors.—The directors of every membership corporation, except a corporation for the prevention of cruelty to children or animals, and a corporation for promoting or maintaining the principles of a polit. ical party, created under or by a general or special law, shall present at its annual meeting a report, verified by the president and treasurer, or by a majority of the directors, showing the whole amount of real and personal property owned by it, where located, and where and how invested, the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisition; the amount applied, appropriated or expended during the year immediately preceding such date, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made; and the names and places of residence of the persons who have been admitted to membership in the corporation during such year, which report shall be filed with the records of the corporation and an abstract thereof entered in the minutes of the proceedings of the annual meeting. The directors of every membership corporation, except a society for the prevention of cruelty to children or animals, a corporation for the promotion of agriculture and which holds annual agricultural fairs,
and a corporation formed for promoting or maintaining the principles of a political party, shall be jointly and severally liable for any debt of the corporation contracted while they are directors, payable within one year or less from the date it was contracted, if an action for the collection thereof be brought against the corporation within one year after the debt becomes due, and an execution issued therein to the county where its office is, or where a certificate of its incorporation is filed, be returned wholly or partly unsatisfied; and if the action against the directors to recover the amount unsatisfied be commenced within one year after the return of such execution ; provided, however, that no director of a corporation formed for promoting or maintaining the principles of a political party shall be liable for any such debt unless the contracting of the same shall have been specifically authorized by the board of directors at a meeting thereof, and assented to thereat by the directors sought to be charged there. with. (As amended by chap. 542 of 1896, § 1, and chap. 292 of 1899.)
$ 12. Prohibitions on officers.—No director or other officer of a membership corporation hereafter created shall receive, directly or indirectly, any salary, compensation or emolument from such corporation, either as such officer or director or in any other capacity, unless authorized by the by-laws of the corporation, or by the concurring vote of two-thirds of the directors.
No director or other officer of a membership corporation hereafter created shall be interested, directly or indirectly, in any contract relating to the operations conducted by the corporation, nor in any contract for furnishing supplies thereto, unless expressly authorized by the by-laws of the corporation, and by the concurring vote of all the directors.
The foregoing provisions of this section shall also apply after January 1, 1896, to every membership corporation now existing and heretofore created under any law repealed by this chapter, and until such date the restrictions of law now existing as to such compensation and contracts shall continue applicable to the directors and other officers of such corporation.
$ 13. Purchase, sale, mortgage and lease of real property.No purchase, sale, mortgage or lease of real property shall be made by a membership corporation, unless ordered by the concurring vote of at least two-tħirds of the whole number of its directors, provided however that when the whole number of directors is not less than twenty-one, the vote of a majority of the whole number shall be sufficient.
No real property of a membership corporation shall be leased, without leave of the court, for a longer period than five years, or sold or mortgaged. A mortgage may be executed to secure the payment of bonds issued or to be issued to different persons. The court may grant leave to a membership corporation to convey real property, without consideration, to another membership corporation created for the same or kindred purposes.
If a mortgage of the real property of any such corporation be executed and delivered without leave of the court, the court may thereafter, on such proceedings as are required to obtain leave of the court to mortgage such property, confirm such previously executed mortgage, and thereon such mortgage shall be as valid and of the same force and effect as if it had been executed and delivered with leave of the court, except as to purchasers or incumbrancers of such real property, subsequent to the execution and delivery of such mortgage.
A membership corporation may, if its by-laws so provide, and pursuant to the provisions thereof, and without leave of the court, convey to a member of the corporation a portion of its real property for the erection thereupon of a cottage or other dwelling-house with suitable outbuildings, on the terms and conditions that such portion, together with the buildings thereupon, shall belong to such member and on his death pass as part of his estate to his heirs or devisees, but that the land, whereupon such buildings shall be erected, shall be inalienable by him or them, except to the corporation or to a member thereof, and that such member in his lifetime, or after his death, his heirs or devisees, may convey such interest in such property to the corporation, or to a member thereof for such sum as may be mutually agreed on, but not to any other person. Such con. veyance may provide that the grantees of the interest in each lot so conveyed shall be entitled to one vote, either in person or by proxy, at all meetings of the corporation, if the by-laws authorize such a provision.
Except as otherwise provided in this chapter no portion of a temetery of a cemetery corporation which any person other than the corporation is entitled to use for burial purposes, or in which burials have been made and not lawfully removed, shall be sold, mortgaged or leased by the corporation. (As amended by chap. 208
1404 $14. Changing number of directors.-A membership corpora..27' tion, created under or by a general or special law, may, by
tote of the majority of its members present at an annual meeting, or as any special meeting duly called for
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created under this chapter for the same purposes is authorized to have. On such determination, a majority of the directors fshall sign, acknowledge, and file a supplemental certificate specifying such reduction or increase; and thereon the number of directors shall be the number stated in such certificate. Each director then in office shall serve until his term expires, and there Yshall be no election of directors until, the number of directors is less than the number specified in the certificate.
§ 15. Changing time of annual meetings.—The time of hold. ing the annual meeting of a membership corporation, created under or by a general or special law, may be changed, from time to time, by vote of an annual meeting, or of a special meeting duly called for that purpose, and by filing a supplemental certificate of incorporation containing at ranscript of the minutes of the meeting, relating to such change, duly certified and verified by the president and secretary of the meeting.
$ 16. Visitation of supreme court.-All membership corporations with their books and vouchers, shall be subject to the visi tation and inspection of a justice of the supreme court, or of any person appointed by the court for that purpose. If it appears to such court by the verified petition of a member or creditor of any such corporation, that it, or its directors, officers, or agents, have misappropriated any of the funds or property of the corporation, or diverted them from the purpose of its incorporation, or that it has acquired property in excess of the amount which it is authorized by law to hold, or engaged in any business other than that stated in its certificate of incorporation, it may order that a notice of at least eight days be served on the directors of the corporation, with a copy of such petition, requiring them to show cause at a time and place to be therein specified, why they should not be required to make and file an inventory and account of the property, effects and liabilities of such corporation with a detailed statement of its transactions during the twelve months next preceding the granting of such order; and, if on the hearing of such application, no good cause is shown to the contrary, the court may make an order requiring such inventory, account and statement to be filed, and proceed to take and state an account of the property and liabilities of the corporation, or appoint a referee for that purpose ; and when such account is taken and