created under or by a general or special law, except a corporation subject to the visitation of the regents of the university of the state of New York, shall be paid to it or to any institution under its care, control or management, until its president and secretary, or a majority of its directors, make a sworn report to the comptroller of its purposes, operations, financial condition, expenditures and management, and particularly, of the disposition of moneys appropriated by the legislature for the maintenance of such institution, for the year ending with the last preceding thirtieth day of September. The comptroller shall transmit such report to the legislature with his annual report. [L. 1864, ch. 419, § 1; R. S., 8th ed., 1925. Extended expressly to corporations created by special law. Originally applied to hospitals, orphan asylums, etc.] ARTICLE II. Corporations for Purposes not Elsewhere Authorized. Section 30. Purposes for which a corporation may be created under this article. 31. Certificate of incorporation. § 30. Purposes for which corporations may be formed under this article.-A membership corporation may be created under this article for any lawful purpose, except a purpose for which a corporation may be created under any other article of this chapter, or any other general law than this chapter. [New in form and partly new in substance. This section is intended to make one complete general statement, including every object for which membership corporations ought to be permitted under a general law, instead of a long enumeration of particular purposes, requiring new legislation whenever incorporation is desired for a new purpose. The definition of a membership corporation in § 2 will prevent the formation of a stock corporation, or of a mutual benefit insurance corporation under this article.] § 31. Certificates of incorporation.- Five or more persons may become a membership corporation for any one of the purposes for which a corporation may be formed under this article or for any two or more of such purposes of a kindred nature, by making, acknowledging and filing a certificate, stating the particular objects for which the corporation is to be formed, each of which must be such as is authorized by this article; the name of the proposed corporation; the territory in which its operations are to be principally conducted; the town, village or city in which its principal office is to be located, if it be then practicable to fix such location; the number of its directors, not less than three nor more than thirty; 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. filed without the written or annexed thereto, of a If such certificate specify Such certificate shall not be approval, indorsed thereupon justice of the supreme court. among such purposes the care of orphan, pauper or destitute children, the establishment or maintenance of a maternity hospital or lying-in asylum where women may be received, cared for or treated during pregnancy or during or after delivery, or for boarding or keeping nursing children, the written approval of the state board of charities shall also be indorsed thereupon or annexed thereto, before the filing thereof. 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. [Animals, breed, L. 1891, ch. 213, § 1; R. S., 8th ed. (Supp.), Benevolent, etc., L. 1848, ch. 319, §§ 1-2; R. S., 8th ed., 1922. Labor unions, L. 1871, ch. 875, § 1; R. S., 8th ed., 2047. Consolidated so far as provisions relating to execution, contents and filing of certificate of incorporation are concerned, with numerous minor changes in unimportant details, made for the sake of simplicity of statement and uniformity. The minimum number of signers of certificate and of directors is in many cases reduced, and the maximum number increased. The general qualifications of incorporators, the place of filing and other general regulations applicable to certificates of incorporation of membership corporations, are provided by the general corporation law, §§ 3-9.] ARTICLE III. Cemetery Corporations. Section 40. Definitions. 41. Certificates of incorporation. 42. Cemeteries in Kings, Queens, Rockland and West 45. Acquisition of property. 46. Surveys and maps of cemetery. 47. Rules and regulations. 48. Record of burials. 49. Title and rights of lot owners. 50. Application of proceeds of sales of lots. 51. Burials and removals. 52. Taxation of lot owners by corporation. 53. Expenses of improving vacated lot. 54. Certificates of indebtedness. 55. Certificates of stock heretofore issued. 56. Private cemetery corporations. 57. Family cemetery corporations. § 40. Definitions.- In this article, the term burial includes the act of placing a dead human body in a mausoleum, vault or other proper receptacle for the dead, as well as in the earth; the term lot owner or owner of a lot means any person having a lawful title to the use of a lot, plat or part of either in a cemetery; and the term cemetery corporation, means any corporation heretofore created for cemetery purposes under a law repealed by this chapter, or hereafter created under this article, but the general term cemetery corporation does not include a family cemetery corporation or a private cemetery corporation. This article does not apply to cemeteries belonging to religious or municipal corporations. [New.] § 41. Certificates of incorporation.-Seven or more persons may become a cemetery corporation, by making, acknowledging and filing in the offices of the secretary of state and of the clerk of the county where the cemetery of such corporation, or a part thereof, is to be situated, a certificate specifying each county, town, city and village in which such cemetery or any part thereof is to be situated; the name of the proposed corporation; the times of holding its annual meetings; the number of its directors; either six, nine, twelve, or fifteen; and the names of the persons to be directors until others are elected in their places, divided into three equal classes, each class to hold office until the first, second and third annual meetings thereafter, respectively. Such certificate may also specify a percentage of the surplus proceeds of sales of lots, after payment of the purchase-price of the real property of the corporation, to be invested as a permanent fund, the income of which shall be used for the improvement, preservation and embellishment of the cemetery grounds, and for no other purpose. 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. 1847, ch. 133, §§ 1-3; R. S., 8th ed., 1935, as am. by L. 1893, ch. 34, without change of substance, except (1) Requiring the number of directors of corporations hereafter created to be a multiple of three, and increasing the maximum from twelve to fifteen. (2) Requiring approval of certificate by justice of the supreme court. (3) Requiring the certificate to be filed with the secretary of state.] § 42. Cemeteries in Kings, Queens, Rockland and Westchester counties.- A cemetery corporation shall not take by deed, devise or otherwise any land in either of the counties of Kings, Queens, Rockland or Westchester for cemetery purposes, or set apart any ground for cemetery purposes in either such county, unless the consent of the board of supervisors thereof be first obtained, which board may grant such consent upon such conditions, regulations and restrictions as, in its judgment, the public health or the public good may require. Notice of application to any such board for such consent shall be published once a week for six weeks in two newspapers of the county having the largest cir culation therein, stating the time when the application will be made, a brief description of the lands proposed to be acquired, their location and the quantity thereof. All persons interested therein may be heard on the presentation of such application; and if such consent is granted, the corporation may take and hold the lands designated in such consent, which shall not authorize any one corporation to take or hold more than two hundred and fifty acres. The board of supervisors of each such, county may, from time to time, make such regulations as to the mode of burials in any cemetery in the county, as, in its judgment, the public health may require. [L. 1852, ch. 280, §§ 3, 4; R. S., 8th ed., 1939. L. 1854, ch. 238, § 3; R. S., 8th ed., 1939. L. 1889, ch. 389, §§ 1, 3; R. S., 8th ed. (Supp.), 3295. None of the provisions from which this section is derived are repealed, as they apply to individuals as well as corporations. There is no change in substance as to corporations.] § 43. Corporate meetings.- Public notice of each annual meeting of a cemetery corporation shall be given in a manner to be prescribed by its by-laws. Each person of full age owning the use of a lot or plat, or part of either, containing at least ninetysix square feet of land in the cemetery of the corporation, or if there be two or more owners of such lot, then one of them designated by a majority of such joint owners to represent such lot or plat, or part of either, may cast one vote for each such lot or plat, or part of either, so owned, at the meetings of the corporation. |