SECTION 24. Mode of calling special election of directors. 25. Mode of conducting special election of directors. 26. Qualification of voters and canvass of votes at special elections. 27. Powers of supreme court respecting elections. 28. Stay of proceedings in actions collusively brought. 29. Quorum of directors and power of majority. 30. Directors as trustees in case of dissolution. 31. Forfeiture for non-user. 32. Extension of corporate existence. 33. Conflicting corporate laws. 34. Laws repealed. 35. Saving clause. 36. Construction. 37. Law revived. 38. When notice or lapse of time unnecessary. 39. As to acts of directors. 40. Alteration and repeal of charter. 41. Political contributions by corporations. SECTION 1. Short title.—This chapter shall be known as the general corporation law. See L. 1890, c. 563, § 1; L. 1892, c. 687, § 1. § 2. Classification of corporations.-A corporation shall be either, I. A municipal corporation, 2. A stock corporation, 3. A non-stock corporation, or 4. A mixed corporation. A stock corporation shall be either, 1. A moneyed corporation, A non-stock corporation shall be either, 2. A membership corporation. A mixed corporation shall be either, 1. A cemetery corporation. 2. A library corporation, 3. A co-operative corporation, 4. A board of trade corporation, or 5. An agricultural and horticultural corporation. A transportation corporation shall be either, 2. A transportation corporation other than a rail- A membership corporation shall include benevolent orders and fire and soldiers' monument corporations. A reference in a general law to a class of corporations described in accordance with this classification shall include all corporations theretofore formed belonging to such class. See L. 1892, c. 687, § 2. See 52 App. Div. 135. 83. Definitions.-1. A municipal corporation includes a county, town, school district, village and city and any other territorial division of the State established by law with powers of local government. 2. A stock corporation is a corporation having a capital stock divided into shares, and which is authorized by law to distribute to the holders thereof dividends or shares of the surplus profits of the corporation. A corporation is not a stock corporation because of having issued certificates called certificates of stock, but which are in fact merely certificates of membership, and which is not authorized by law to distribute to its members any dividends or share of profits arising from the operations of the corporation. 3. The term non-stock corporation includes every corporation other than a stock corporation. 4. A moneyed corporation is a corporation formed under or subject to the banking or the insurance law. 5. A domestic corporation is a corporation incorporated by or under the laws of the State or colony of New York. Every corporation which is not a domestic corporation is a foreign corporation, except as provided by the code of civil procedure for the purpose of construing such code. 6. The term directors, when used in relation to corporations, shall include trustees or other persons, by whatever name known, duly appointed or designated to manage the affairs of the corporation, 7. The term, certificate of incorporation, shall include articles of association or any other written instruments required by law to be filed, to effect the incorporation of a corporation, including a certified copy of an original certificate of incorporation filed for such purpose in pursuance of law. 8. The term, member of a corporation, shall include every person having a right to vote at a meeting of the corporation for the election of directors, other than a person having a right to vote only upon a proxy. 9. The term, office of a corporation, means its principal office within the State or principal place of business within the State, if it has no principal office therein. 10. The term, business of a corporation, when used with reference to a non-stock corporation, includes the operations for the conduct of which it is incorporated. II. The term, corporate law or laws, when used in any law forming a part of the revision of the general laws of the State of which this chapter is a part, means the general laws of this State relating to corporations included in such revision. See L. 1890, c. 563, § 2; L. 1892, c. 687, § 3; L. 1895 c. 672. § 4. Qualifications of incorporators.-A certificate of incorporation must be executed by natural persons, who must be of full age, and at least two-thirds of them must be citizens of the United States and one of them a resident of this State. This section shall not apply to a corporation formed by the re-incorporation or consolidation of existing corporations, or to the reorganization of a corporation upon the sale of the property and franchises. of a previously existing corporation or otherwise. See L. 1892, c. 687, § 4; L. 1895, c. 672. No minor or corporation may become an incorporator. § 5. Filing and recording certificates of incorporation. -Every certificate of incorporation including the corporate name or 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 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 non-stock 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 in corporation 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. See L. 1848, c. 40, §§ 1, 2; L. 1875, c. 611, § 4; L. 1881, c. 22, § 1; L. 1890, c. 563, § 3; L. 1892, c. 687, § 5; L. 1895, c. 672; L. 1902, c. 285. The state treasurer transmits a receipt for the organization tax to the secretary of state. A duplicate receipt must be attached to the certificate of incorporation and filed with the county clerk. See $ 180, The Tax Law. Regarding incorporation tax, see page 125; regarding fees, see page 175. Mandamus will lie to compel the secretary of state to file a proper certificate. See 128 N. Y. 591; 138 N. Y. 614. And see 129 N. Y. 461. § 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, title, savings, investment, loan or benefit as part of its name, except a corporation formed under the banking law or the insurance law. See L. 1875, c. 611, § 4; L. 1890, c. 563, § 4; L. 1892, c. 687, § 6; L. 1895, c. 672; L. 1900, c. 704; L. 1902, c. 9; L. 1907, c. 115. |