names of fifteen persons to be its directors until the first annual meeting, and the times for holding its annual meetings. Such certificate shall not be filed without the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court. On filing such certificate, in pursuance of law, the signers thereof, their associates and successors shall be a corporation in accordance with the provisions of such certificate; but no person shall be eligible to membership of such corporation unless he have the same qualifications as the persons authorized to sign the certificate of incorporation thereof. [L. 1890, ch. 118, §§ 1-2; R. S., 8th ed. (Supp.), 3413, § 111. Shares.-The by-laws of such a corporation may provide that the property of the corporation shall be divided into transferable shares of one hundred dollars each, entitling the holder thereof to one vote for each share, at all meetings of the corporation. Each shareholder shall be liable to the amount unpaid on the shares held by him, for the debts and liabilities of the corporation; but shall not be entitled to receive any interest or dividends thereon. Such a corporation shall be a membership corporation and not a stock corporation. [L. 1890, ch. 118, § 3; R. S., 8th ed. (Supp.), 3414, § 112. Property. All sums over the necessary expenses of such corporation and over and above the amount necessary to discharge the principal and interest on any mortgage or bond issued by it shall be held by the directors as a fund for the purchase of memorials, preservation of relics and historical evidences and trophies, and for charity to union veterans, their families or descendants. [L. 1890, ch. 118, § 2; R. S., 8th ed. (Supp.), 3414, ARTICLE X. Soldiers' Monument Corporations. Section 120. Certificate of incorporation. 121. Property. 122. Improvement taxes. § 120. Certificate of incorporation.- Three or more persons may become a corporation for the purpose of erecting a monument, monuments, or memorial, including a memorial hall or building, to perpetuate the memory of the soldiers and sailors who served in defense of the union in the late war, by making, acknowledging and filing a certificate, stating the particular object for which the corporation is to be created; the name of the proposed corporation; the number of its directors, not less than six nor more than twelve; the names and places of residence of the persons to be directors until the first annual meeting; and the time for holding its annual meetings. Such certificate shall not be filed without the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court. Or filing such certificate, in pursuance of law, the signers thereof, their associates and successors shall be a corporation in accordance with the provisions of such certificate. [L. 1866, ch. 273, §§ 1, 3, 8; R. S., 8th ed., 2058, § 121. Property.-Such a corporation may acquire and hold, within the county in which its certificate of incorporation is recorded, not more than five acres of land, to be used exclusively for the erection of a suitable monument or monuments or other memorial, to perpetuate the memory of the soldiers and sailors who served in the defense of the union in the late war, from the town, city or county in which such monument, monuments or memorial is erected. Such a corporation may erect any such monument, monuments or memorial, upon any public street, square or ground of any town, city or village, with the consent of the proper officers thereof, or may purchase or accept the donation of land suitable for that purpose; and may take and hold the property given, devised or bequeathed to it in trust, to apply the same or the income or proceeds thereof for the erection, improvement, embellishment, preservation, repair o renewal of such monument, monuments or memorial, or of any structures, fences or walks upon its land, or for planting and cultivating trees, shrubs, flowers or plants, in and around or upon its lands, or for improving or embellishing the same in any manner consistent with the design and purposes of the association, according to the terms of such grant, devise or bequest. It may take by gift or purchase any lots or lands in any cemetery within such county, to be used and occupied exclusively for the burial of honorably discharged soldiers and sailors who served in such war, and for the erection of suitable monuments or mem orials therein. [L. 1866, ch. 273, §§ 4, 7; R. S., 8th ed., 2059, § 122. Improvement taxes.- A tax may be levied and collected on the taxable property in a town, village or city in which such monument, monuments or other memorial may be erected, for the purpose of repairing or improving the same and the grounds thereof; and such tax shall be levied in the manner prescribed by law for levying general taxes in such town, village or city. [L. 1866, ch. 273, § 6; R. S., 8th ed., 2060, without change in substance.] ARTICLE XI. Boards of Trade. Section 130. Certificate of incorporation. 131. Boards of trade heretofore incorporated, which have issued capital stock. § 130. Certificate of incorporation.- Five or more persons may form a corporation commonly called a board of trade or exchange, or a building exchange or association, for the purpose of foster ing trade and commerce, or the interests of those having a common trade, business, financial or professional interest, to reform abuses relative thereto, to secure freedom from unjust or unlawful exactions, to diffuse accurate and reliable information as to the standing of merchants and other matters, to procure uniformity and certainty in the customs and usages of trade and commerce, and of those having a common trade, business, financial or professional interest; to settle differences between its members, and to promote a more enlarged and friendly intercourse between business men, by making, acknowledging and filing a certificate, stating the particular object for which the corporation is to be created; the name of the proposed corporation; the town, village or city in which its principal office is to be situated; the number of its directors, not less than five; the names and places of residence of the persons to be its directors, until its first annual meeting; and the times for holding its annual meetings. Such certificate shall not be filed without the approval, indorsed thereupon, or annexed thereto, of a justice of the supreme court. On filing such certificate, in pursuance of law, the signers thereof, their associates and successors, shall be a corporation in accordance with the provisions of such certificate. [L. 1877, ch. 228, §§ 1, 2, 7; R. S., 8th ed., 2057. This act of 1877 authorizes the formation of boards of trade with or without capital stock. If the corporation desires capital stock it will hereafter be necessary to incorporate under the business corporations law, instead of this chapter. The provisions of L. 1877, ch. 288, § 1; restricting the existence of the corporation to fifty years is omitted. The provisions of L. 1877, ch. 228, § 12; that twelve or more persons may form a board of trade corporation, is changed to five or more. The restrictive language of L. 1877, ch. 228, § 1, that persons "engaged in the business of erecting buildings or the furnishing of materials therefor," may form a board of trade corporation, is changed to persons "having a common trade, business, financial or professional interest."] § 131. Boards of trade heretofore incorporated, which have. issued capital stock. A board of trade, heretofore incorporated, under a law repealed by this chapter which has issued capital stock, entitling the holders of the shares thereof to dividends from the profits of the corporation, shall hereafter be subject to the provisions of the business corporation law, the stock corporation law and the general corporation law, and not to the provisions of this chapter. [New.] ARTICLE XII. Agricultural and Horticultural Corporations. Section 140. Certificate of incorporation. 141. Restrictions on the formation of corporations. 143. Police and magistrates on exhibition grounds. 145. Annual report. 146. Membership in state society. 147. Laws repealed. 148. When to take effect. § 140. Certificate of incorporation.-Ten or more persons may form a county or town agricultural corporation for promoting agriculture, horticulture and the mechanic arts, by making, acknowledging and filing a certificate, stating the particular objects for which the corporation is to be created; the territory in which its operations are to be conducted; the town, village or city in which its principal office is to be located; the number of its directors, not less than six or more than twelve; the names of the persons to be its directors until its first annual meeting; and the times for holding its annual meetings. Such certificate shall not be filed without the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court. On filing such certificate, in pursuance of law, the signers thereof, their associates and successors, shall be a corporation in accordance with the provisions of such certificate. [L. 1855, ch. 425, §§ 1, 2; R. S., 8th ed., 2015, as am. by without change of substance.] |