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State college of agriculture (L. 1904, ch. 655), $ 2. equipment of such buildings and the further equipment of a dairy building to be constructed at the expense of the said university in place of the present dairy building heretofore erected by the state. Upon the expenditure of forty thousand dollars by the university for said new dairy building, this appropriation shall be applicable, so far as necessary to defray the additional cost thereof in excess of that sum. Upon the completion of said new dairy building, the present dairy building shall become the property of the university, free from any obligation to the state in relation thereto. Before any part of such appropriation shall become available, the land on which the buildings provided for in this act, are to stand shall be conveyed to the people of the state by Cornell university and the conveyance approved as to form and manner of execution by the attorney-general. The conveyance shall include the land upon which every such building is to stand and a strip ten feet wide around the same with the right of way to the same. The university shall during the pleasure of the state have complete control over the land thus conveyed and the buildings when erected thereon for the purpose of maintaining an agricultural college as fully as if no conveyance had been made. If at any time such buildings shall cease to be available to the university for use as an agricultural college through an act of the legislature abolishing the same, the land and buildings shall revert to Cornell university. But in that case such reversion to the university shall be conditioned upon the payment by the university to the state of the then duly appraised value of all such buildings.
§ 2. Construction; contracts.— The amount hereby appropriated shall be paid by the treasurer upon the warrant of the comptroller, upon vouchers approved by the commissioner of agriculture, to Cornell university, to be expended by it as agent of the state in pursuance of this act. The state architect shall prepare the necessary drawings and specifications and shall control, as architect, all work of construction authorized by this act, but said plans and specifications shall be subject to the approval of the commissioner of agriculture and the board of trustees of said Cornell university. The work under this act shall be done by contract, except work which in the opinion of the comptroller and the state architect can be done, in whole or in part, more advantageously by the employment of labor and the purchase of materials in the open market. All expenditures under this act shall General Corporation Law (L. 1890, ch. 563), 8 5.. be made pursuant to estimates or pursuant to contracts, the form of which shall be prescribed by the state architect. The estimates shall be made to the comptroller in the usual form by the board of trustees of Cornell university. Where the work estimated for is from drawings and specifications of the state architect, the estimate shall be subject to his approval also. No item of said appropriation shall be available, except for advertising, unless a contract or contracts, or estimate or estimates therefor shall have been first made for the completion thereof within the appropriation therefor. Al contracts in an amount greater than one thousand dollars shall have the performance thereof secured by sufficient bond or bonds, said bond or bonds to be approved by and filed with the comptroller. All contracts in an amount less than one thousand dollars need have no surety bond, provided payment is to be made only after the work is completed and approved. All payments on contracts shall be made on the certificate of the state architect and the voucher of the board of trustees of Cornell university after audit by the comptroller. All original bids or proposals, with abstract thereof, shall accompany the copy of the contracts which is to be filed with the comptroller. Moneys herein appropriated shall only be advanced to the board of trustees of Cornell university as the work progresses, or the purchase of material is made and upon bills duly certified, rendered and audited. Nothing in this act shall be construed to relieve Cornell university of any of its obligations to the state to provide for instruction in agriculture or otherwise, and the provisions of this act are intended to provide additional facilities therefor.
CORONERS. L. 1902, ch. 577. An act abolishing the office of coroner of the county of Erie, and creating the office of county medical examiner, and prescribing its duties.
The act being local the title only is printed. See, also, Counties and County Officers, post.
CORPORATIONS. (1) Amendments to general corporation law....
..... 171 (2) Amendments to stock corporation law..
.. 177 (1) The General Corporation Law. (L. 1890, ch. 563.) § 5. Filing and recording certificates of incorporation.Every certificate of incorporation including the corporate name or General Corporation Law (L. 1890, ch. 563), SS 6, 14 title and every amended or supplemental certificate, and every certificate which alters the provisions of any certificate of incorporation or any amended or supplemental certificate, hereafter executed shall be in the English language, and except of a religious, cemetery, moneyed, municipal or fire department corporation, shall be filed in the office of the secretary of state, and shall be by him duly recorded and indexed in books specially provided therefor, and a certified copy of such certificate or amended or supplemental certificate with a certificate of the secretary of state of such filing and record, or a duplicate original of such certificate or amended or supplemental certificate shall be filed and similarly recorded and indexed in the office of the clerk of the county in which the office of the corporation is to be located, or, if it be a nonstock corporation, and such county be not determined upon at the time of executing the certificate of incorporation, in such county clerk's office as the judge approving the certificate shall direct. All taxes required by law to be paid before or upon incorporation and the fees for filing and recording such certificate must be paid before filing. No corporation shall exercise any corporate powers or privileges until such taxes and fees have been paid. (Amended by L. 1895, ch. 672, and L. 1902, ch. 285, in effect March 29, 1902.)
$ 6. Corporate names.- No certificate of incorporation of a proposed corporation having the same name as a corporation authorized to do business under the laws of this state, or a name so nearly resembling it as to be calculated to deceive, shall be filed or recorded in any office for the purpose of effecting its incorporation, or of authorizing it to do business in this state. A corporation formed by the reincorporation, reorganization or consolidation of other corporations or upon the sale of the property or franchises of a corporation, may have the same name as the corporation or one of the corporations to whose franchises it has succeeded. No corporation shall be hereafter organized under the laws of this state, with the word trust, bank, banking, insurance, assurance, indemnity, guarantee, guaranty, savings, investment, loan or benefit as part of its name, except à corporation formed under the banking law or the insurance low. (Amended by L. 1895, ch. 672; L. 1900, ch. 704, and L. 1902, ch. 9, in effect Jan. 30, 1902.)
$ 14. Acquisition of property without the state. — Any domestic corporation transacting business in other states or foreign General Corporation Law (L. 1890, ch. 563), S 15. countries may acquire and dispose of such property as shall be requisite for such corporation in the convenient transaction of its business. Any domestic corporation establishing or maintaining a charitable, philanthropic or educational institution within this state may also carry on its work and establish or maintain one or more branches of such institution or an additional institution or additional institutions in any other state, the District of Columbia or in any part of the territories or dependencies of the United States of America or in any foreign country and for either of said purposes may take by devise or bequest, hold, purchase, mortgage, sell and convey or otherwsise dispose of such real and personal property without this state as may be requisite therefor. But nothing in this section contained shall be construed as exempting from taxation property to any additional amount than is now allowed to such corporation under existing laws. (Amended by L. 1903, ch. 178, in effect April 14, 1903.)
§ 15. Certificate of authority of a foreign corporation.- No foreign stock corporation other than a moneyed corporation, shall do business in this state without having first procured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation to be carried on in this state is such as may be lawfully carried on by a corporation incorporated under the laws of this state for such or similar business, or if more than one kind of business, by two or more corporations so incorporated for such kinds of business respectively. The secretary of state shall deliver such certificate to every such corporation so complying with the requirements of law. No such corporation now doing business in this state shall do business herein after December thirty-first, eighteen hundred and ninety-two, without having procured such certificate from the secretary of state, but any lawful contract previously made by the corporation may be performed and enforced within the state subsequent to such date. No foreign stock corporation doing business in this state shall maintain any action in this state upon any contract made by it in this state unless prior to the making of such contract it shall have procured such certificate. This prohibition shall also apply to any assignee of such foreign stock corporation and to any person claiming under such assignee or such foreign stock corporation or under either of them. No certificate of authority shall be granted to
General Corporation Law (L. 1890, ch. 563). § 15. any foreign corporation having the same name as an existing domestic corporation, or a name so nearly resembling it as to be calculated to deceive, nor to any foreign corporation, other than a moneyed or insurance corporation, with the word “trust,” “ bank,” “ banking,” “insurance,” “assurance," " indemnity,” “guarantee,” “ guaranty," “ savings," “ investment,” “ loan,” or “benefit," as a part of its name. (Amended by L. 1901, chs. 96, 538, and L. 1904, ch. 490, in effect April 28, 1904.)
What constitutes doing business.— A foreign manufacturing corporation having no office within the state, but which ships goods from its factory to customers in this state, upon orders sent by its agents and by its customers, does not do business within this state. The section contemplates the establishment of an agency or branch office within the state. Vaughn Machine Co. v. Lighthouse, 64 App. Div. 138, 71 N. Y. Supp. 799.
The mere making by a foreign corporation of a contract within the state, no sales being made or business done by such corporation, does not constitute “ doing business in this state,” requiring in such case a certificate of authority. Commercial Wood & Cement Co. v. Northampton Portland Cement Co., 41 Misc. 242, 84 N. Y. Supp. 38.
This section was designed to prevent foreign corporations from doing business in the state under more advantageous terms than those allowed to domestic corporations. A corporation organized under the laws of the state of Florida which employed an agent within this state to solicit orders, who had an office for his own use in the city of New York and who received as compensation a commission on the commodity sold by him, is not therefore transacting business within the state. The fact that such corporation negotiated insurance upon its property in Florida with a fire insurance corporation in the city of New York is not material in the determination of the question. Cummer Co. v. Associated Mfgrs. Ins. Co., 67 App. Div. 151, 73 N. Y. Supp. 668. See also Waller v. Rothfield, 36 Misc. 177, 73 N. Y. Supp. 141.
Actions by foreign corporation.— Upon an application by a foreign corporation doing business in this state for an order of arrest, the moving papers need not show affirmatively that the corporation has complied with the provisions of section 181 of the Tax Law relative to the payment of a license fee and the obtaining of a receipt therefor. The above section and section 181 of the Tax Law are mere revenue regulations, compliance with which is made necessary in order to acquire the right to do business here and to enforce causes of action in our courts. They may possibly be matters of defense, but are not essential to be stated as part of the cause of action, or right to sue. The objection of non-compliance, if available at all, should be raised by demurrer or by answer as the case demands, and if raised by neither is deemed to have been waived. Parmele Co. v. Haas, 171 N. Y. 579, rev'g 67 App. Div. 457, 73 N. Y. Supp. 986.
Although a foreign corporation has transacted business in the state