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Corporations for Purposes not Elsewhere Authorized.

§ 17

stated, it may, after hearing all the parties to the application, enter a final order determining the amount of property so held by the corporation, its annual income, whether any of the property or funds of the corporation have been misappropriated or diverted to any other purpose than that for which such corporation was incorporated, and whether such corporation has been engaged in any other business than that specified in its certificate of incorporation, from which final order an appeal may be taken by any party aggrieved to the appellate division of the supreme court, and to the court of appeals; but no corporation shall be required to make and file more than one inventory and account in any one year, nor to make a second account and inventory while proceedings are pending for the statement of an account under this section. (As amended by chap. 360 of 1899.)

$ 17. Reports to comptroller by corporations receiving state moneys.- No moneys appropriated by the legislature from the treasury of the state to a membership corporation, created under or by a general or special law, except a corporation subject to the visitation of the regents of the university of the state of New York, shall be paid to it or to any institution under its care, control or management, until its president and secretary, or a majority of its directors, make a sworn report to the comptroller of its purposes, operations, financial condition, expenditures and management, and particularly, of the disposition of moneys appropriated by the legislature for the maintenance of such institution, for the year ending with the last preceding thirtieth day of September. The comptroller shall transmit such report to the legislature with his annual report.

ARTICLE II.

CORPORATIONS FOR PURPOSES NOT ELSEWHERE AUTHORIZED.

SECTION 30. Purposes for which a corporation may be created under this

article.
31. Certificate of incorporation.
32. Incorporation of associations of more than five thousand

members.
33. Effect of incorporation.
34. Annual assembly or convention.
35. Board of directors.
36. Special powers.

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8 30. Purposes for which corporations may be formed under this article.- A membership corporation may be created under this article for any lawful purpose, except a purpose for which a corporation may be created under any other article of this chapter,

or any other general law than this chapter. am'digor 8 31. Certificates of incorporation.-Five or more persons may

become a membership corporation for any one of the purposes for which a corporation may be formed under this article or for any two or more of such purposes of a kindred nature, by making, acknowledging and filing a certificate, stating the particular objects for which the corporation is to be formed, each of which must be such as is authorized by this article; the name of the proposed corporation; the territory in which its operations are to be principally conducted; the town, village, or city in which its principal office is to be located, if it be then practicable to fix such location; the number of its directors, not less than three nor more than thirty; and the names and places of residence of the persons to be its directors until its first annual meeting. Such certificate shall not be filed without the written approval, indorsed thereupon or annexed thereto, of a justice of the supreme court. If such certificate specify among such purposes the care of orphan, pauper or destitute children, the establishment or maintenance of a maternity hospital or lying-in asylum where women may be received, cared for or treated during pregnancy or during or after delivery, or for boarding or keeping nursing children, the written approval of the state board of charities shall also be indorsed thereupon or annexed thereto, before the filing thereof. On filing such certificate, in pursuance of law, the signers thereof, their associates and successors, shall be a corporation in accordance with the provisions of such certificate. (As amended by chap. 205 of 1897, § 1.)

$32. Incorporation of associations of more than five thousand members.- Any association, society or league, having no capital stock and not organized for pecuniary profit, composed of more than five thousand members and governed by a representative body may incorporate under the provisions of this article for the purposes for which it was organized, if such purpose is one for which a corCorporations for Purposes Not Elsewhere Authorized. 88 33–35

poration may be formed under this article. The certificate of incorporation shall be made by a committee of not less than five members who must be authorized to procure the incorporation and make the particular certificate, by the same affirmative vote, taken in the same manner, as the constitution or fundamental law of the association, society or league requires for an amendment or change in the constitution or fundamental law thereof. (Added by chap. 681 of 1900.)

$ 33. Effect of incorporation.- The members of such association, society or league shall become the members of the corporation created under the provisions of the preceding section; all property owned by, held for or in any wise belonging to such association, society or league shall belong to the corporation; the constitution and by-laws, together with the official terms and duties of all officers and committees, are continued, except so far as contrary to the provisions of this chapter; and the business or purposes of the corporation may be carried on beyond the limits of the state. (Added by chap. 681 of 1900.)

$ 34. Annual assembly or convention.-In place of holding an annual meeting of all the members, such corporation may provide in its constitution and by-laws for an annual election by its members, of representatives or delegates either at large or from special districts; and in such case, no annual meeting of the members shall be held. Such delegates or representatives, when assembled under the name and in the manner directed by the constitution and by-laws of the corporation, shall have and may exercise all the powers, rights and privileges of an annual meeting of the corporation. The time and place of holding such annual assembly or convention may be prescribed in the constitution or by-laws of the corporation and changed from time to time. The annual assembly or convention may be held without the state. (Added by chap. 681 of 1900.)

$ 35. Board of directors.-Whenever otherwise provided by law and as exceptions thereto, the constitution and by-laws of each such corporation may prescribe the quorum of the board of directors; the method of filling vacancies in the board of directors; the continuance of the directors in office until their sucessors* have

* So in the original.

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been severally elected and accepted their offices; the officers of the corporation who are to execute any agreement or contract authorized by the board of directors; and the character, contents and method of execution of the annual report of the board of directors. (Added by chap. 681 of 1900.)

8 36. Special powers.— Any such corporation formed for de. fending the rights of cyclists, facilitating touring and securing the construction and maintenance of good roads and cycle paths by public authority, may prefer a complaint before any court, tribunal or magistrate having jurisdiction for the violation of any law, ordinance or regulation made by public authority, and relating to the purposes of the corporation, and may aid in presenting the law and facts to such court, tribunal or magistrate. (Added by chap. 681 of 1900.)

ARTICLE III.

CEMETERY CORPORATIONS.

SECTION 40. Definitions.

41. Certificates of incorporation.
42. Cemeteries in Kings, Queens, Rockland, Westchester and Erie

counties.
43. Corporate meetings.
44. Directors.
45. Acquisition of property.
46. Surveys and maps of cemetery.
47. Rules and regulations.
48. Record of burials.
49. Title and rights of lot owners.
50. Application of proceeds of sales of lots.
51. Burials and removals.
52. Taxation of lot owners by corporation.
53. Expenses of improving vacated lot.
54. Certificates of indebtedness.
55. Certificates of stock heretofore issued.
56. Private cemetery corporations.
57. Family cemetery corporations.
61. Lot owners in unincorporated cemeteries may determino

upon incorporating under this article.

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62. Meeting to determine such question.
63. Incorporation pursuant to meeting, conveyance of property

to corporation.

$ 40. Definitions. In this article, the term burial includes the act of placing a dead human body in a mausoleum, vault or other proper receptacle for the dead, as well as in the earth; the term lot owner or owner of a lot means any person having a lawful title to the use of a lot, plat or part of either in a cemetery; and the term cemetery corporation, means any corporation heretofore created for cemetery purposes under a law repealed by this chapter, or hereafter created under this article, but the general term cemetery corporation does not include a family cemetery corporation or a private cemetery corporation. This article does not apply to cemeteries belonging to religious or municipal corporations.

$ 41. Certificates of incorporation.- Seven or more persons may become a cemetery corporation, by making, acknowledging and filing in the offices of the secretary of state and of the clerk of the county where the cemetery of such corporation, or a part thereof, is to be situated, a certificate specifying each county, town, city and village in which such cemetery or any part thereof is to be situated; the name of the proposed corporation; the times of holding its annual meetings; the number of its directors; either six, nine, twelve, or fifteen; and the names of the persons to be directors until others are elected in their places, divided into three equal classes, each class to hold office until the first, second and third annual meetings thereafter, respectively.

Such certificate may also specify a percentage of the surplus proceeds of sales of lots, after payment of the purchase-price of the real property of the corporation, to be invested as a permanent fund, the income of which shall be used for the improvement, preservation and embellishment of the cemetery grounds, and for no other purpose. Such certificate shall not be filed without the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court.

On filing such certificate, in pursuance of law, the signers thereof, their associates and successors shall be a corporation, in accordance with the provisions of such certificate.

$42, Cemeteries in Kings, Queens, Rockland and Westches

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