ARTICLE L General Provisions Relating to Membership Corporations. Section 1. Short title. 2. Definitions. 3. Relation of article one to the other articles of this chapter. 4. Extension of corporate purposes by supplemental certificates. 5. Incorporation of unincorporated associations. 6. Re-incorporation of membership corporations. 8. By-laws. 9. Members. 10. Directors and trustees. 11. Powers, duties and liabilities of directors. 12. Prohibitions on officers. 13. Purchase, sale, mortgage and lease of real property. 14. Changing number of directors. 15. Changing time of annual meetings. 16. Visitation of supreme court. 17. Reports to comptroller by corporations receiving state moneys. Section 1. Short title.-This chapter shall be known as the membership corporations law. § 2. Definitions.- Neither the term membership corporation, nor the term membership corporation created by special law, includes a stock corporation, or a corporation organized for pecuniary profit or a corporation subject to any of the provisions of the insurance law. Subject to such exceptions, the term membership corporation means a corporation hereafter incorporated under this chapter, or heretofore incorporated under any law repealed by this chapter; but does not include a membership corporation created by special law; and the term membership corporation created by special law means a corporation created by special law for pur poses for all of which a corporation might be created under this chapter. [New.] § 3. Relation of article one to the other articles of this chapter.— If in any other article of this chapter, there be a provision in conflict with any provisions of this article, such provisions of such other article shall prevail. If in any other article of this chapter, there be a provision relating to a matter embraced in this article, but not in conflict therewith, such provision in such other article shall be deemed to be additional to the provision in this article relating to the same subject-matter, and both provisions shall, in such case, be applicable. [New.] § 4. Extension of corporate purposes by supplemental certificates.- A membership corporation, created under or by a general or special law, for purposes for which a corporation may be created under article two of this chapter, may, from time to time, extend its corporate purposes so as to include any other purpose for which a corporation may be created under such article, by filing in the offices in which its original certificates of incorporation, if any, are filed, or otherwise in the offices in which original certificates of incorporation for such purposes are required to be filed, a copy of a resolution in favor of such extension, certified by the president and secretary of the corporation to have been duly adopted by the concurring vote of a majority of the members of the corporation present at an annual meeting, or a special meeting duly called for that purpose; and a certificate signed and acknowledged by a majority of the directors of the corporation, in pursuance of such resolution, with the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court and, if the care of orphan, pauper or destitute children be included among such corporate purposes, with the additional approval, indorsed thereupon or annexed thereto, of the state board of charities. [L. 1880, ch. 246, § 1; R. S., 8th ed., 2027. These two statutes only authorize a corporation created for any of the purposes of the club act of 1865, to extend to any other purposes of such act, and corporations created for any of the purposes of the charitable corporations act of 1848, to extend to any other purposes of such act.] § 5. Incorporation of unincorporated associations.- An unin corporated club, society or association organized for purposes for which a corporation may be created under any article of this chapter, may, by the unanimous vote of all its members present and voting at a regular or regularly called meeting thereof, authorize its directors to incorporate for the same purposes, under such article, with a corporate name adopted by such meeting, if notice of the intention so to incorporate be given at least thirty days before such meeting, personally or by mail, to each member of such association whose residence or post-office address is known. On such incorporation, the members of such previously unincorporated club, association or society shall become members of such corporation, and all of the property of such unincorporated club, society or association, or held by any person for its use or benefit, shall vest in and become the property of such corporation, subject to be taken in payment of all claims against such unincorporated club, society or association, or against any of the members thereof as such members, or by reason of their membership therein, the same as if such incorporation had not taken place. [Political clubs, L. 1886, ch. 236, § 4; R. S., 8th ed., 2028. Trained nurses, L. 1888, ch. 291, § 6; R. S., 8th ed., 2088. This section is new, except as to political clubs and associations for training skilled nurses.] § 6. Re-incorporation of membership corporations.- A membership corporation created by special law for purposes for which a corporation may be created under any article of this chapter, may, by the unanimous vote of all its members present and voting at a regular or regularly called meeting thereof, authorize its directors to re-incorporate with the same corporate name, for the same purposes under such article. Such re-incorporation shall not effect a dissolution of the corporation, but shall be deemed a continuation of its corporate existence, without affecting its property rights, or its liabilities, or the liabilities of its members or officers as such, but thereafter it shall have only such other rights, powers and privileges, and be subject only to such other duties and liabilities as a corporation created for the same purposes under such article. [New. The provisions of L. 1849, ch. 273, § 2; R. S., 8th ed., 1924, and L. 1888, ch. 391, § 6; R. S., 8th ed., 2088, authorizing benevolent and charitable corporations previously incorporated under other acts to reincorporate under the act of 1848, and corporations for training skilled nurses previously incorporated under other acts, to reincorporate under the act of 1888, are repealed without re-enactment, as all membership corporations incorporated under general laws, prior to the passage of this chapter will be subject to the provisions of this chapter as fully as if reincorporated hereunder, and any authority for reincorporation of such corporations under this chapter would be useless. The provisions repealed probably applied only to corporations previously incorporated under a general law. This section adopts the new policy of allowing corporations incorporated by special law, to reincorporate hereunder and thereafter to be governed by this chapter only, instead of applying to the Legislature, from time to time, for special legislation amending their charters. There seems to be no reason why a corporation created by special law should not have all the privileges and be subject to all the restrictions of a corporation created under general law for the same purposes, if the corporation so desires.] § 7. Consolidation.- Any two or more membership corporations, incorporated under or by general or special laws, for kindred purposes, being purposes for which a corporation may be formed under any article of this chapter, may enter into an agree ment for the consolidation of such corporations, setting forth the terms and conditions of consolidation, the name of the proposed corporation, the number of its directors, the time of the annual election and the names of the persons to be directors until the first annual meeting. Each corporation may petition the supreme court for an order consolidating the corporations, setting forth in such petition the agreement for consolidation, a statement of all its property and liabilities and the amount and sources of its annual income. Before the presentation of the petition to the court, the agree ment and petition must be approved by three-fourths of the votes lawfully cast at a meeting of each corporation, separately and specially called for that purpose, which approval, duly verified by the chairman and clerk of such meeting, shall be annexed to the petition. On presentation of the petition, the certificate of approval and the agreement for consolidation, and on such notice to interested parties as the court may prescribe, and after hearing such interested parties as desire to be heard, the court may make an order for the consolidation of the coporations on such terms and conditions as it may prescribe. When such order is made and duly entered, such corporations shall become one corporation by the name designated in the order, and shall have only such rights, powers and privileges, and be subject only to such duties and obligations as a membership corporation formed under this chapter for the same purposes; and all the property belonging to the corporations so consolidating, shall be vested in and transferred to the new corporation, which shall be subject to all the liabilities of the former corporation, to the same extent as if they had been contracted or incurred by it. But a corporation for the prevention of cruelty to children or animals shall not consolidate with any other corporation. [New.] § 8. By-laws.-The by-laws of a membership corporation, created by or under a general or special law, may be divided into different classes and designated as constitution, by-laws, rules, regulations, or otherwise, and may provide different methods for amending and repealing such classes, respectively. The by-laws of any such corporation may make provisions, not inconsistent with law or with its certificate of incorporation, regulating the admission, voluntary withdrawal, censure, suspension and expulsion of members; the fees and dues of members and the termination of membership on non-payment thereof or otherwise; the number, times and manner of choosing, qualifica tions, terms of office, official designations, powers, duties and com |