PART IV.

CORPORATIONS.

TITLE I. GENERAL PROVISIONS APPLICABLE TO ALL COR

PORATIONS.

II. INSURANCE CORPORATIONS.

III. RAILROAD CORPORATIONS.

IV. STREET RAILROAD CORPORATIONS.

V. WAGON ROAD CORPORATIONS.

VI. BRIDGE, FERRY, WHARF, CHUTE AND PIER COR

PORATIONS.

VII. TELEGRAPH CORPORATIONS.

VIII. WATER AND CANAL CORPORATIONS.

IX. HOMESTEAD CORPORATIONS.

X. SAVINGS AND LOAN CORPORATIONS.

XI. MINING CORPORATIONS.

XII. RELIGIOUS, SOCIAL AND BENEVOLENT CORPORA

TIONS.

XIII. CEMETERY CORPORATIONS.

XIV. AGRICULTURAL FAIR CORPORATIONS.

XV. GAS CORPORATIONS.

XVI. LAND AND BUILDING CORPORATIONS.

TITLE I.

GENERAL PROVISIONS APPLICABLE TO ALL CORPORATIONS.

CHAPTER I. FORMATION OF CORPORATIONS.

II. CORPORATE STOCK.

III. CORPORATE POWERS.

IV. EXTENSION AND DISSOLUTION OF CORPORATIONS.

CHAPTER I.

FORMATION OF CORPORATIONS.

ARTICLE I. CORPORATIONS DEFINED AND HOW ORGANIZED.

II. BY-LAWS, DIRECTORS, ELECTIONS AND Meetings.

Corporation defined.

What are public and

private cor. porations.

(orporations, how formed.

ARTICLE I.

CORPORATIONS DEFINED AND HOW ORGANIzed.

SECTION 283. Corporation defined.

284. What are public and private corporations.

285. Corporations, how formed.

286. For what purpose private corporations are formed.

287. How corporations may continue their existence under this

Code.

288. Must commence to perpetuate, when.

289. Name of instrument creating corporation.

290. Articles of incorporation, what to contain.

291. Certain corporations to state further facts in articles.

292. Pre-requisite to filing articles. Amounts to be subscribed to

be fixed.

293. Pre-requisite to filing articles of corporations for profit.
294. Oath of officer to subscription of stock and payment of ten

per cent.

295. Five corporators, three to be citizens of the State, to sign articles and acknowledge the same.

296. To submit articles of insurance corporations to Insurance Commissioner.

297. To file articles with County Clerk and Secretary of State, and

receive certificate. Term of existence.

298. Certified copy of certificate to be prima facie evidence of its

contents.

SEC. 283. A corporation is a creature of the law, having certain powers and duties of a natural person. Being created by the law, it may continue for any length of time which the law prescribes.

N. Y. C. C., vol. 2, p. 117.

SEC. 284. Corporations are either public or private. Public corporations are formed or organized for the gov ernment of a portion of the State; private corporations are formed for the purpose of religion, benevolence, education, art, literature or profit.

Const., Art. IV., Sec. 31; A. and A. on Corporations,
Secs. 12, 32; N. Y. C. C., vol. 2, p. 117.

NOTE. As much controversy has arisen, not only in our State, but throughout many of the States of the Union, on the subject of this section, we have deemed it best to give these definitions, which, in our opinion, are but a reiteration of our very explicit Constitution, and in accordance with excellent authority.

SEC. 285. Private corporations may be formed by the voluntary association of any five or more persons, for the

purposes and in the manner prescribed in this article. A majority of such persons shall be citizens of this State. Married women may become corporators, officers and members, of religious, benevolent, art, literary or educational corporations.

Stats. 1858, 264, Sec. 2; N. Y. C. C., vol 2, p. 118.

NOTE. This section is new, and is intended as a substitute for the first section of almost every Act authorizing the formation of corporations for particular purposes, of which there are many in our statutes. Their great prolixity, and their diversity in the number of 'corporators and other respects, is intended by the Commission to be obviated by condensing provisions and sections having similar objects into one, as is done here.

In the New York Code the minimum is three, but as the majority of our corporation Acts name a larger number as their minimum-some as many as thirteen-the Commission, for obvious reasons, felt unwilling to place the number less than five. The following Acts show the numbers adopted (late legislation has increased rather than diminished the number): Stats. 1850, 347; 1851, 523; 1861, 607; 1853, 87; 1857, 75; 1859, 281; 1862, 199; 1866, 743; 1866, 752; 1853, 169; 1858, 57; 1861, 567; 1863, 624.

SEC. 286. The purposes for which private corporations For what may be formed are the following, and none other:

1. Fire and marine, life or health and accident insur

ance.

2. The insurance of the lives of domestic animals. 3. Construction, conduct and maintenance of railroads, and telegraph lines in connection therewith.

4. Construction, conduct and maintenance of street railroads, plank roads, turnpikes or common wagon roads. 5. Construction, conduct and maintenance of bridges, ferries, wharves, chutes or piers.

6. The establishment, conduct and maintenance of express or stage lines.

7. Constructing, conducting and maintaining telegraph lines.

8. Constructing and maintaining canals for navigation, drainage, agricultural or mining purposes.

9. For navigating the ocean or any of the waters of this State with vessels propelled by sails, or in whole or in part by steam.

10. The purchase of lands for, and the distribution of homesteads.

purpose private corporations are formed.

For what purpose private corporations are formed.

11. The accumulation of funds for the purchase of real property, and for the erection of buildings and improvements thereon, for the benefit of the members thereof.

12. Accumulating savings, and loaning the funds of the members thereof.

13. Manufacturing, mining, mercantile, commercial, mechanical, wharfing and docking, or chemical purposes. 14. The transacting of a printing and publishing busi

ness.

15. To supply water to the public.

16. The manufacture and supply of gas, or the supply of light or heat to the public by any other means

17. The establishment, conduct and maintenance of hotels, laundries or theatres.

18. For the formation, conduct and maintenance of District and County Agricultural Fairs.

19. The encouragement of, or business of, agriculture, horticulture or stock raising.

20. The improvement of the breed of domestic animals. 21. The support, conduct and maintenance of colleges of learning or any literary or scientific object, or for the promotion of any of the sciences or fine arts.

22. Acquiring, preserving and conducting public libraries.

23. The organization and conduct of Chambers of Commerce, Boards of Trade and Mechanic Institutes.

24. The support, conduct and maintenance of homes and schools for orphans and foundlings, or either of them, or those otherwise destitute.

25. For the purposes of religion, sociability, benevolence or learning.

26. The purchase of lands for, and the maintenance of, cemeteries.

[New section.] Stats. 1865-6, 743, 752; 1861, 607; 1853, 114, 160; 1862,

540; 1850, 347; 1867-8, 539; 1862, 199; 1867-8, 459; 1870, 130-2, 364; 1870, 523; 1853, 574; 1857, 121; 1862, 41; 1863-4, 76; 1870, 822; 1852, 171; 1870, 660; 1870, 815; 1859, 104; 1867-8, 204, 218; 1870, 419; 1863, 624; 1865-6, 469; 1857, 75; 1850, 347; 1870, 402, 702; 1859, 281.

NOTE. It will be observed that in the classification of the purposes for which corporations may be organized, one very extensive class has been omitted. We allude to the seventh class, under the Act of April 14th, 1853, p. 87, which reads thus: "Or for the purpose of engaging in any

other species of trade or commerce, foreign or domestic."
This was "amended," March 5th, 1864 (Stats. 1863-4,
149), by inserting the word "business" after the word
"trade." We are of the opinion that this was an advance
backwards; and subsequent legislation on the same subject
-even that had at the session of 1870 (Stats. 1870, 822)-
shows that a similar "advance," to a greater extent, has
been made. It is not our purpose, in this note, to discuss
the propriety of "specifying" particularly the objects for
which corporations may be formed; but if the Act of 1853,
as amended in 1863-4, and that of 1870, are to be retained,
all others should be stricken from the Code, for they com-
prehend and permit every species of corporation. A suffi-
cient reason for our proposed change may be found in the
decision of the Supreme Court at the October Term, 1870-
Vandall vs. South San Francisco Dock Company-in which
the learned Judge (Crockett) uses this very significant lan-
guage: "Whatever difficulties surround this question result
from the peculiar nature of this class of corporations, organ-
ized for the novel purpose of speculating in real estate; and
though it may be a very questionable policy which permits
corporations to be formed for such a purpose, that is a con-
sideration to be addressed to the Legislature and not to the
Court." For this reason we have omitted this class of cor-
porations, except in so far as they are embraced in the
classes enumerated in this section, which are supposed to
be sufficiently broad to embrace every character of business
requiring a combination of capital for the successful prose-
cution of the proposed business.

SEC. 287. Any existing corporation formed under any law of this State, for any purpose designated in any subdivision of the preceding section, may, at a meeting of its members, stockholders or shareholders, called for that purpose, continue its existence, under Tit. I of this Part, or under the provisions of any subsequent Title particularly applicable thereto, as follows:

1. Public notice of such meeting must be given by publishing the same, together with its object, in a daily newspaper for two weeks, or a weekly newspaper for four weeks, successively, published in the county where the principal place of business of the corporation is located, or in lieu of the publication personal notice thereof may be given to each member, stockholder or shareholder thereof.

2. Two-thirds of the members, stockholders or shareholders, representing two thirds of the capital stock or shares, must vote in favor of such continuance.

3. A copy of the proceedings of this meeting, giving