The Benevolent Orders Law.

$ 9

bodies belong. The board of trustees admitting such members shall file in the county clerk's office a certificate showing such action, and the terms of the representatives so admitted shall be fixed as above provided for in the case of other organizations. (As amended by chap. 589 of 1898, § 1.)

§ 9. Powers.-Such corporation may acquire real property in the town, village or city in which such hall, temple or building is or is to be located, and erect such building or buildings thereupon for the uses and purposes of the corporation, as the trustees may deem necessary, or repair, rebuild or reconstruct any building or buildings that may be thereupon and furnish and complete such rooms therein as may appear necessary for the use of such bodies or for any other purpose for which the corporation is formed; and may rent to other persons any room in such building or any portion of such real property. Until such real property shall be acquired or such building erected or made ready for use, the corporation may rent and release * such rooms or apartments in such town, village or city as may be suitable or convenient for the use of the bodies mentioned in such certificate, or of such other bodies as may desire to use them, and the board of trustees may determine the terms and conditions on which rooms and apartments in such building or buildings, when erected, or which may be leased, shall be used and occupied. Before such corporation shall purchase or sell any real property, or erect or repair any building or buildings thereupon, and before it shall purchase any building or part of a building for the use of a corporation, it shall submit to the bodies constituting the corporation, the proposition to make such sale or purchase, or to erect or repair any such building or buildings, or to rent any building or part thereof, for the use of the corporation; and unless such proposition receives the approval of two-thirds of the bodies constituting the corporation, such proposition shall not be carried into effect. The evidence of the approval of such proposition by any such body shall be a certificate to that effect signed by the presiding officer and secretary of the body, or the officers discharging duties corresponding to those of a presiding officer and secretary, under the seal of such body. But where land is purchased for the purpose of erecting a hall or temple thereon, the buildings upon such land at the

* So in the original.

§§ 10-12

The Benevolent Orders Law.

time of such purchase may be sold by the trustees without such

consent.

§ 10. Mortgaging property.-If the funds of the corporation shall not be sufficient to pay for any real property purchased by the board of trustees in pursuance of law, or for the construction, repair, or rebuilding of a suitable building or buildings, and the finishing or furnishing of apartments therefor, the corporation may issue its bonds bearing interest, semi-annually, for such additional sum as may be required therefor, and may execute to any such trustee or trustees, as the board may select, a mortgage upon its real property as security for the payment of such bonds. The proceeds of such bonds shall be applied to the payment debts of the corporation incurred by the purchase of such real property, or the construction and repair of a building or buildings thereupon or the finishing or furnishing of apartments therein. Any of the bodies specified in section seven may invest its funds in the bonds authorized by this section to be issued.

of

§ 11. Laws repealed. Of the laws enumerated in the sched ule hereto annexed, that portion specified in the last column is repealed.

12. When to take effect.-This chapter shall take effect on October first, eighteen hundred and ninety-six.

CHAPTER XLV

OF THE GENERAL LAW.

[CHAP. 235 OF 1894.]

THE JOINT STOCK ASSOCIATION LAW.

SECTION 1. Short title.

2. Definitions.

3. Contents of articles of association.

4. Certificate to be filed within sixty days and annually thereafter; penalty; evidence.

5. Dissolution.

6. Power to take and convey real property.

7. Changing articles of association.

8. When officer or stockholder not privileged from testifying.

9. Laws repealed.

10. When to take effect.

SECTION 1. Short title.-This chapter shall be known as the joint stock association law.

§ 2. Definitions.-As used in this chapter, the term joint stock association includes every unincorporated joint stock association, company, or enterprise having written articles of associ ation and capital stock divided into shares, but does not include a corporation; and the term stockholder includes every member of such an association.

§ 3. Contents of articles of association.-The articles of association of a joint stock association may:

I. Provide that the death of a stockholder thereof, or the transfer of his shares of stock therein, shall not work a dissolution of the association;

2. Prescribe the number of its directors, not less than three, to have the sole management of its affairs;

3. Contain any other provision for the management of its affairs not inconsistent with law.

§ 4. Certificate to be filed within sixty days and annually thereafter; penalty; evidence.-Every joint stock association transacting business within this state shall, within sixty days. after its formation, and in each January thereafter, file with the

The Joint Stock Association Law.

§§ 5-7

secretary of state, and with the clerk of the county in which its. principal business is carried on, a written certificate, signed and verified by its president and treasurer, stating the name and date of organization of such association, the number of its stockholders, the names and places of residence of its officers, and its principal place of business. Such certificates shall be recorded in such offices respectively. Any such certificate, the record thereof, or a certified copy of such certificate or record shall be presumptive evidence of the truth of all facts therein stated against such association, its officers, and stockholders. The officers of a joint stock association who fail to comply with the provisions of this section shall be jointly and severally liable to Day to the people of this state a penalty of fifty dollars for each day such failure continues.

§ 5. Dissolution.-A joint stock association shall not be dissolved except in pursuance of its articles of association, or by consent of all its stockholders, or by judgment of a court for fraud in its management, or for good cause shown.

§ 6. Power to take and convey real property.—A joint stock association, in the name of its president, as such president, may purchase, take, hold, and convey such real property only, 1. As may be necessary for its immediate accommodation in the convenient transaction of its business.

2. As may be mortgaged to it in good faith by way of security for loans made by or moneys due to it.

3. As it may purchase at sales under judgments, decrees, or mortgages held by it.

§ 7. Changing articles of association.-Any change in the articles of association of a joint stock association not inconsistent with law may be made with the consent of all its stockholders, or otherwise, as the articles of association may provide. Unless the articles of association of a joint stock association. contain provisions to the contrary, its directors may be increased or reduced to not less than three; its capital stock may be increased or reduced; or the term of its existence may be extended, with the consent of its stockholders owning at least two-thirds of its stock issued and outstanding, on the following terms and conditions: The consent of the requisite number of stockholders must be given by vote, or by writing presented and filed, at a regular or regularly called special meeting. Notice of the time and place of such meeting, with notice of the proposed change.