Veteran Soldiers and Sailors' Associations. S$ 110-111 residence of the persons to be its directors until the first annual meeting; and the times for holding its annual meetings. Such certificates 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, but no person shall be eligible to membership of such a corporation unless he have the same qualifications as the persons authorized to sign the certificate of incorporation thereof. ARTICLE IX. VETERAN SOLDIERS AND SAILORS' ASSOCIATIONS. SECTION 110. Certificate of incorporation. 111. Shares. 112. Property. § 110. Certificate of incorporation. Twenty-five or more honorably discharged soldiers or sailors of the union army or navy, or the male descendants of such soldiers or sailors, may become a corporation for social, literary, patriotic, charitable and historical purposes, by making, acknowledging and filing a certificate stating the particular object for which the corporation is to be created, the name of the proposed corporation; the town, village or city in which its principal office is to be located; the names of fifteen persons to be its directors until the first annual meeting, and the times for holding its annual meetings. 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; but no person shall be eligible to membership of such corporation unless he have the same qualifications as the persons authorized to sign the certificate of incorporation thereof. 11. Shares.-The by-laws of such a corporation may provide that the property of the corporation shall be divided into transferable shares of one hundred dollars each, entitling the holder thereof to one vote for each share, at all meetings of the corporation. Each shareholder shall be liable to the amount unpaid on the shares held by him, for the debts and liabilities of the corporation; but shall not be entitled to receive any interest or dividends thereon. Such a corporation shall be a membership corporation and not a stock corporation. 8 112. Property.--All sums over the necessary expenses of such corporation and over and above the amount necessary to discharge the principal and interest on any mortgage or bond issued by it shall be held by the directors as a fund for the purchase of memorials, preservation of relics and historical evidences and trophies, and for charity to union veterans, their families or descendants. ARTICLE X. SOLDIERS' MONUMENT CORPORATIONS. SECTION 120. Certificate of incorporation. 121. Property, erection of monuments. 122. Improvement taxes. 123. Transfer of moneys from unincorporated association to incorporated association in same place. § 120. Certificate of incorporation.--Three or more persons may become a corporation for the purpose of erecting a monument, monuments, or memorial, including a memorial hall or building, to perpetuate the memory of the soldiers and sailors who served in defense of the union in the late war, by making, acknowledging and filing a certificate, stating the particular object for which the corporation is to be created; the name of the proposed corporation; the number of its directors, not less than six nor more than twelve; the names and places of residence of the persons to be directors until the first annual meeting; and the time for holding its annual meetings. 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. 121. Property; erection of monuments.-Such a corporation may acquire and hold, within the county in which its certifi Soldiers' Monument Corporations. § 122 cate of incorporation is recorded, not more than five acres of land, to be used exclusively for the erection of a suitable monument or monuments or other memorial, to perpetuate the memory of the soldiers and sailors who served in the defense of the union in the war of the rebellion, or who served in the army or navy of the United States in the late war with Spain from the town, city or county, in which such monument, monuments or memorial, is erected. Such a corporation may erect any such. monument, monuments or memorial upon any public street, square or ground of any town, city or village, with the consent of the proper officers thereof, or may purchase or accept the donation of land suitable for that purpose; and may take and hold the property given, devised or bequeathed to it in trust, to apply the same or the income or proceeds thereof for the erection, improvement, embellishment, preservation, repair or renewal of such monument, monuments or memorials, or of any structures, fences or walks upon its land, or for planting and cultivating trees, shrubs, flowers or plants, in and around or upon its lands, or for improving or embellishing the same in any manner consistent with the design and purposes of the association according to the terms of such grant, devise or bequest. It may take by gift or purchase any lots or lands, in any cemetery within such county, to be used and occupied exclusively for the burial of honorably discharged soldiers and sailors who served in either of such wars, and for the erection of suitable monuments or memorials therein. A town clerk or the board of trustees of a vil lage shall, upon the petition of twenty-five resident taxpayers, submit to an annual town meeting or village election, as the case may be, a proposition to raise by taxation a sum stated therein, not exceeding five hundred dollars in any one year, for the purpose of erecting such a monument, or contributing to the expense of such a monument erected by a corporation under this section, or for repairing or improving the same and the grounds thereof; and such tax shall be levied in the manner prescribed by law for levying general taxes in such town or village; and when raised shall be applied to the purposes specified in such proposition. (As amended by chap. 207 of 1899.) § 122. Improvement taxes.-A tax may be levied and collected on the taxable property in a town, village or city in which such monument, monuments or other memorial may be erected, for the purpose of repairing or improving the same and the grounds thereof; and such tax shall be levied in the manner prescribed by law for levying general taxes in such town, village or city. § 123. Transfer of moneys from unincorporated association to incorporated association in same place.-Any unincorporated association which shall have been organized solely for the purpose of raising funds to be devoted to the erection of a monument or memorial to perpetuate the memory of the soldiers and sailors who served in the defense of the union in the late war, may by a majority vote of all its members who shall be present and voting at a meeting thereof, called as in this section provided, transfer to and vest in any incorporated association which shall have been organized under a general statute, or under the foregoing sections of this article for the sole purpose of erecting a like monument or memorial in the same town or village where such unincorporated association is located, any or all money which it shall have accumulated for such object, except as hereinafter provided, provided that such transfer does not conflict with any provision of the constitution or by-laws of such association, and that it shall be made and the money so transferred shall be accepted by such incorporated association in trust to apply the same, or the income thereof, exclusively for the purposes mentioned in section one hundred and twenty-one of this article. Any member of such unincorporated association who shall have contributed individually to the fund so raised, and paid such contribution into the treasury of such association, the same appearing upon the books of the treasurer, shall be entitled to demand and receive the amount of such contribution from the treasurer of such association, in case such transfer shall be made and before the same shall be consummated upon filing with the president or secretary of such unincorporated association his or her affidavit to the effect that he or she has not approved of such transfer by vote or otherwise. No vote upon the question of transferring the funds of such unincorporated association as hereinbefore provided for shall be had or taken except at a meeting of such association especially called for that purpose by the president or secretary or other managing officer thereof, upon notice given at least ten days before the time fixed for such meeting, personally or by mail to each member of such association whose residence or post-office address is known, which notice shall state the object of the meeting to be the consideration of making such transfer pursuant to this section. (Added by chap. 327 of 1897, § 1.) ARTICLE XI. BOARDS OF TRADE. SECTION 130. Certificate of incorporation. 131. Boards of trade heretofore incorporated, which have issued capital stock. § 130. Certificate of incorporation.-Five or more persons may form a corporation commonly called a board of trade or exchange, or a building exchange or association, for the purpose of fostering trade and commerce, or the interests of those having a common trade, business, financial or professional interest, to reform abuses relative thereto, to secure freedom from unjust or unlawful exactions, to diffuse accurate and reliable information as to the standing of merchants and other matters, to procure uniformity and certainty in the customs and usages of trade and commerce, and of those having a common trade, business, financial or professional interest; to settle differences between its members, and to promote a more enlarged and friendly intercourse between business men, by making, acknowledging and filing a certificate, stating the particular object for which the corporation is to be created; the name of the proposed corporation; the town, village or city in which its principal office is to be situated; the number of its directors, not less than five; the names and places of residence of the persons to be its directors, until its first annual meeting; and the times for holding its annual meetings. 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. § 131. Boards of trade heretofore incorporated, which have issued capital stock.-A board of trade, heretofore incorporated, under a law repealed by this chapter which has issued capital stock, entitling the holders of the shares thereof to dividends. from the profits of the corporation, shall hereafter be subject to the provisions of the business corporation law, the stock corpo |