Membership Corporations Law (L. 1895, ch. 559), § 13.

clause of the last sentence; it is therefore not necessary for the plaintiff in an action brought to enforce the liability imposed upon directors to state in his complaint that the corporation was not formed for promoting or maintaining the principles of a political party. Acker, Merrall & Condit v. Richards, 63 App. Div. 305, 71 N. Y. Supp. 929.

Directors of charitable corporations. The character of the liability for corporate debts payable within a year, imposed upon the directors of a charitable corporation organized under L. 1848, ch. 319, and continued under the above section, where execution against the corporation has first been returned unsatisfied, is essentially the same as that of stockholders, under the various statutes regulating the incorporation of corporations, differing from the latter only in degree. An action in equity cannot be maintained against the directors where their personal liability is absolute and unlimited and does not in any sense constitute a fraud for the benefit of creditors, since an adequate remedy at law exists. Marsh v. Kaye, 168 N. Y. 196.

§ 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-thirds 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 conveyance or mortgage of the real property of any such corporation has been or shall be executed and delivered without leave of the court, obtained as required by law, the court may, thereafter, upon the application of the corporation or of the grantee or mortgagee in any such conveyance or mortgage, or any person claiming under such grantee or mortgagee, upon notice to such corporation, confirm such previously executed conveyance or mortgage, and thereupon, such conveyance or 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 mortgagees of record of such real property, subsequent to the execution and delivery of such conveyance or mortgage. A membership corporation may, if its by-laws so provide, and pursuant to the provisions

Membership Corporations Law (L. 1895, ch. 559), § 14.

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 upon, but not to any other person. Such conveyance 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 cemetery 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. (Amended by L. 1900, ch. 208, and L. 1904, ch. 431, in effect April 27, 1904.)

§ 14. Changing number of directors. A membership corporation, created under or by a general or special law, may by vote of the majority of its members present at an annual meeting, or at any special meeting duly called for that purpose and so specified in the notice of the said meeting, determine to change the number of its directors to any number which a corporation created under this chapter for the same purposes is authorized to have. Notice of such special meeting shall be given as provided by section twenty-one of article one of the stock corporation law, or by publication thereof once in each week, for three successive weeks next preceding the time when such special meeting is to be held, in at least two newspapers within the county where such special meeting is to be held. On such determination, a majority of the directors shall sign, acknowledge and file. an amended 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 shall be no election of directors, until

Membership Corporations Law (L. 1895, ch. 559), § 40, 42, 51.

the number of directors is less than the number specified in the certificate. (Amended by L. 1904, ch. 271, in effect April 8, 1904.)

§ 40. Cemetery corporations; definitions. (C. & G. Gen. Laws, p. 2307.)

Application. This article applies to a cemetery corporation incorporated under an act repealed by the membership corporation law. Matter of Bauer, 68 App. Div. 212, 72 N. Y. Supp. 439; 74 N. Y. Supp. 155.

$ 42. Cemeteries in Queens and other counties. (C. & G. Gen. Laws, p. 2308.)

Publication of notice of application to board of supervisors. Where the notice required by the statute was not published in the two newspapers having the largest circulation in the county, and it appeared that the entire time between the first publication and the time of making the application to the board of supervisors was only thirty-eight days, the board of supervisors has no jurisdiction to grant the consent sought for. An owner of the land in the vicinity of a proposed cemetery, whose property will be depreciated in value by the establishment of the cemetery, may maintain an action in equity to restrain the acquisition of lands by such cemetery where the conditions of the statute have not been complied with. Palmer v. Hickory Grove Cemetery, 84 App. Div. 600, 82 N. Y. Supp. 973.

§ 51. Burials and removals. (C. & G. Gen. Laws, p. 2316.) Application.—The above section does not apply to cemeteries belonging to religious or municipal corporations. Matter of Cohen, 76 App. Div. 401, 78 N. Y. Supp. 417.

Application of section to cemetery corporations created by special act. The above section authorizing the removal of a body from a cemetery, does not apply to a cemetery corporation incorporated prior to the enactment of the Membership Corporations Law, under a special act, which was not repealed by such law. Matter of Owens, 79 App. Div. 236, 79 N. Y. Supp. 1114.

Application for removal, when granted. An application made under this section for the removal of a body buried in a cemetery under an authority granted by a cemetery corporation to a benevolent association should be granted by the supreme court notwithstanding a by-law of the benevolent association, having control of the plot in which such body was buried, that no removal of a corpse from such plot should be permitted, for reinterment in another burial ground. Matter of Bauer, 68 App. Div. 212, 72 N. Y. Supp. 439. 74 N. Y. Supp. 155.

Membership Corporations Law (L. 1895, ch. 559), § 57.

§ 57. Family cemetery corporations. Any person may, by deed or devise, dedicate land to be used exclusively for a family cemetery, or the executors, administrators or trustees of a deceased person may, with the written authority of all the surviving heirs, next of kin, devisees and legatees of the deceased person, executed in person or by attorney, or if infants, by general guardian, dedicate lands of such deceased person to be used exclusively for such purpose, or purchase with the funds of the estate under their control, suitable lands therefor, and may pay to the directors of such cemetery money or other personal property as hereafter provided. The quantity of land so dedicated shall not exceed three acres, nor be located within one hundred rods of a dwelling house, without the consent of the owner, unless the land so dedicated shall, at the time of such dedication, be already in actual use for burial or cemetery purposes within the limits of a city. The instrument dedicating such land shall describe the same, may appoint directors to manage such cemetery, may prescribe or provide for making the rules, directions or by-laws, for such management, may direct the manner of choosing successors to the directors, may fix or provide for their qualifications, and may grant to such directors and their successors money or personal property to be a fund for maintaining, improving and embellishing such cemetery, in accordance with the deed or will of such person, or the written authority of such heirs, next of kin, devisees and legatees. The instrument dedicating land for a family cemetery, together with the authority, if any, of the heirs, next of kin, devisees and legatees of a deceased person, shall be filed in the office of the county clerk, of each county in which such cemetery is to be situated. A fund created by will for the purpose of maintaining, improving and embellishing such a cemetery shall not exceed ten per centum of the clear value of the estate of the testator in excess of his debts and liabilities, other than legacies. The directors shall, before entering on their duties, file in the office of the clerk of each county, in which such cemetery is situated, a written acceptance of their appointment, and thereon such directors and their successors shall be a corporation by the name expressed in the instrument dedicating such land. Such directors and their successors, before receiving any property, money or funds for improving, maintaining and embellishing the cemetery under their charge, shall execute to the surrogate of the county in which such real property is situated

Membership Corporations Law (L. 1895. ch. 559), §§ 71, 140.

a bond with sureties approved by him, in a penalty of twice the principal sum of the fund placed in their charge, conditioned for the faithful preservation and application thereof, according to the rules, directions or by-laws, prescribed in the instrument under which their appointment was made, and renew their bond or execute a new bond whenever required so to do by such surrogate. At least once in each year, and oftener if required by the surrogate, they shall file with him their account of receipts and expenditures, on account of the fund in their hands, together with vouchers for all disbursements. Any person or persons may bequeath or transfer to, and any such corporation may take, money or personal property by will, deed or other transfer, upon trust, to hold and apply, or dispose of, the same for the purpose of maintaining, improving and embellishing any lot, plot or portion of such cemetery, either according to the discretion of the directors, or for such time and upon such terms and conditions, if any, as to the application, investment and reinvestment of the principal and income, and otherwise, as shall be stated in the instrument creating the trust, or agreed upon, but no such trust fund created by will shall exceed the ten per centum limit above mentioned, and the directors shall give security and account with respect to such money or personal property as hereinbefore provided. (Amended by L. 1901, ch. 390, and L. 1904, ch. 429, in effect April 27, 1904.)

§ 71. Prohibition of new corporations in certain counties.A corporation for the prevention of cruelty to animals shall not hereafter be incorporated for the purpose of conducting its operations in the counties of New York, Kings, Queens, Richmond, Suffolk, Westchester or Rensselaer, or in any other county if thereby there would be two or more such corporations formed for the purpose of conducting operations in such county. But any corporation for the prevention of cruelty to children or to animals or to both may exercise its powers and conduct the like operations in any adjacent county in which no such corporation for such purpose exists, and may continue to do so until the establishment of such a corporation therein. (Amended by L. 1896, ch. 469, and L. 1902, ch. 169, in effect March 15, 1902.)

§ 140. Certificate of incorporation. Ten or more persons may form a county or town agricultural corporation for promot