The provision of L. 1872, ch. 104, which prohibits the directors of a benevolent or charitable corporation, from receiving any compensation, is changed by this section so as to allow such compensation, if authorized by the by-laws, and the concurring vote of all the directors. The provision of L. 1889, ch. 95, § 9, which prohibits the board of managers of a hospital corporation from being interested in contracts is changed so as to allow such interest in contracts if expressly authorized by the by-laws and the vote of all the directors, and thus modified these provisions are extended to all membership corporations.] § 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. No real property of a membership corporation shall be sold without leave of the court, but may be leased or mortgaged without such leave. A mortgage may be executed to secure the payment of bonds issued or to be issued to different per sons. 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 pur poses. If a mortgage of the real property of any such corporation be executed and delivered without leave of the court, the court may thereafter, on such proceedings as are required to obtain leave of the court to mortgage such property, confirm such previously executed mortgage, and thereon such 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 incumbrancers of such real property, subsequent to the execu tion and delivery of such mortgage. A membership corporation may, if its by-laws so provide, and pursuant to the provisions 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 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 on, 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. [L. 1848, ch. 319, § 3; R. S., 8th ed., 1923. L. 1854, ch. 50, § 1; R. S., 8th ed., 1924. L. 1875, ch. 267, § 3; R. S., 8th ed., 2025, as am. by L. 1890, L. 1889, ch. 33; R. S., 8th ed. (Supp.), 3293 L. 1889, ch. 95, § 7; R. S., 8th ed. (Supp.), 3353. L. 1891, ch. 167, § 6; R. S., 8th ed. (Supp.), 3499. The provision of L. 1848, ch. 319, § 3, relating to benevolent, etc., corporations, that no purchase, lease or sale of the real property shall be made unless two-thirds of the directors are present at the meeting at which it is ordered, is changed so as to require the concurring vote of two-thirds of the whole number of directors, and, as so modified, is extended to all membership corporations. The provisions of this section requiring leave of court to mortgage or sell real property is new as to a large number of corporations. L. 1861, ch. 58, requires leave of court for leasing real property of benevolent, etc., corporation. This is not re-enacted, but a provision is inserted expressly authorizing lease or mort gage without leave of court. Code of Civil Procedure, §§ 3390-96, provide for the procedure on application for leave to sell, etc., real property, and requires a vote of, at least, two-thirds of the directors, at a duly called meeting and authorizes the court to require notice of the application to be given to parties interested as members or otherwise. The corresponding provisions of existing law are, there fore, repealed, without re-enactment here. The provision of L 1865, ch. 368, § 9, authorizing social clubs to apply to county judge for leave to mortgage the real property and issue bonds, entitling the holders to participation as voters at meetings of the corporation, is extended to all membership corporations. The participation which a bondholder shall have in the affairs of the corporation is not fixed by this section, but may be regu lated by the by-laws pursuant to § 8 of this chapter. The provision authorizing the court to grant leave to a membership corporation to convey its real property without consideration to another membership corporation of the same or a kindred nature is new. A provision has been inserted allowing the court to confirm a sale, etc., made without leave of the court as required by law, but not so as to affect subsequent purchasers and incumbrancers. This will cover the provisions of L. 1869, ch. 629, § 1, as am. by L. 1884, ch. 68, authorizing the court to confirm a bond or mortgage given by a social club, prior to March 29, 1889. The extension of this power is new. The provision of L. 1868, ch. 267, § 3, authorizing a social club to convey, without leave of court, portions of its real property to members for cottages, etc., is extended to all membership corporations.] § 14. Changing number of directors.- A membership corpora tion, created under or by a general or special law, may, by a majority vote at an annual meeting, determine to change the num ber of its directors to any number which a corporation created under this chapter for the same purposes is authorized to have. On such determination, a majority of the directors shall sign, acknowledge, and file a supplemental 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, the number of directors is less than the number specified in the certificate. TL. 1848, ch. 319, § 11; R. S., 8th ed., 1924. L. 1865, ch. 368, § 3; R. S., 8th ed., 2022. L. 1875, ch. 267, § 4; R. S., 8th ed., 2026, as am. by L. 1892, ch. 597; R. S., 8th ed. (Supp.), 3299, and L. 1893, ch. 465. L. 1887, ch. 317, § 5; R. S., 8th ed., 2032. L. 1892, ch. 197; R. S., 8th ed. (Supp.), 3521, as am. by L. 1888, ch. 391, § 4; R. S., 8th ed., 2087. This section is L. 1892, ch. 197, as amended by L. 1893, ch. 180, without change in substance, extended to all membership corporations. The extension to those created under special laws is new. There is a lack of uniformity in the provisions of existing law. In some cases the consent of two-thirds of the members is required; in others, the change may be made by a majority of the members, and in others, by the trustees themselves.] § 15. Changing time of annual meetings.-The time of holding the annual meeting of a membership corporation, created under or by a general or special law, may be changed, from time to time, by vote of an annual meeting, or of a special meeting duly called for that purpose, and by filing a supplemental certificate of incorporation containing a transcript of the minutes of the meeting, relating to such change, duly certified and verified by the president and secretary of the meeting. [This section is new as to most membership corporations. Gen. Corp. L., § 5, provides for the filing, etc., of supplemental certificates.] § 16. Visitation of supreme court.-All membership corporations, except a corporation for the prevention of cruelty to children or animals, with their books and vouchers, shall be subject to the visitation and inspection of a justice of the supreme court, or of any person appointed by the court for that purpose. If it appears to such court by the verified petition of a member of any such corporation, or of any citizen of the state, that it, or its directors, officers, or agents, have misappropriated any of the funds or property of the corporation, or diverted them from the purpose of its incorporation, or that it has acquired property in excess of the amount which it is authorized by law to hold, or engaged in any business other than that stated in its certificate of incorporation, it may order that a notice of at least eight days be served on the directors of the corporation, with a copy of such petition, requiring them to show cause at a time and place to be therein specified, why they should not be required to make and file an inventory and account of the property, effects and liabilities of such corporation with a detailed statement of its transactions during the twelve months next preceding the granting of such order; and, if on the hearing of such application, no good cause is shown to the contrary, the court may make an order requiring such inventory, account and statement to be filed, and proceed to take and state an account of the property and liabilities of the corporation, or appoint a referee for that purpose; and when such account is taken and stated, it may, after hearing all the parties to the application, enter a final order determining the amount of property so held by the corporation, its annual income, whether any of the property or funds of the corporation have been misappropri ated or diverted to any other purpose than that for which such corporation was incorporated, and whether such corporation has been engaged in any other business than that specified in its certificate of incorporation, from which final order an appeal may be taken by any party aggrieved to the general term of the supreme court, and to the court of appeals; but no corporation shall be required to make and file more than one inventory and account in any one year, nor to make a second account and inventory, while proceedings are pending for the statement of an account under this section. [L. 1848, ch. 319, § 8; R. S., 8th ed., 1923. L. 1888, ch. 293, § 6; R. S., 8th ed., 2014. L. 1875, ch. 343, § 7; R. S., 8th ed., 2042. The provision relating to visitation by the supreme court is here retained, and the rights of members further secured by a summary application by an aggrieved member, and a speedy and inexpensive judicial investigation. The provision is new as to many membership corporations.] § 17. Reports to comptroller by corporations receiving state moneys.- No moneys appropriated by the legislature from the treasury of the state to a membership corporation, |