(Laws 1848, ch. 299; R. S., 8th ed., 2020.)

such officers as they may deem proper, and it shall be the duty of such officers annually to regulate and award premiums on such articles, productions and improvements, as they may deem best calculated to promote the agricultural and household manufacturing interests of this state, having special reference to the net profits which accrue or are likely to accrue from the mode of raising the crop or stock, or the fabrication of the articles offered with the intention that the reward shall be given to the most economical or profitable mode of competition; provided always, that before any premium shall be delivered, the person claiming the same, or to whom the same may be awarded, shall deliver in writing to the president of the society, an accurate description of the process in preparing the soil, including the quantity and quality of the manure applied in raising the crop and the kind and quantity of food in feeding the animal, as may be; also the expense and product of the crop, or of increase in value of the animal, with a view of showing accurately the profit of culti vating the crop, or feeding or fattening the animal.

[Section 3 is re-enacted without change of substance in § 142 of revision.]

§ 6. The presidents of county societies, or delegates to be chosen by them annually for the purpose, shall be ex-officio members of the New York State Agricultural Society.

[Section 6 is re-enacted without change of substance in § 146 of revision.]

(Laws 1848, chap. 319; R. S., 8th ed., 1922.)

Section 1. Any five or more citizens of full age, citizens of the United States, a majority of whom shall be citizens of and resident within this state, who shall desire to associate themselves for benevolent, charitable, literary, historical, scientific, missionary or mission or Sunday schol purposes, or for the purpose of mutual improvement in religious knowledge, or for the furtherance of religious opinion, or for the purpose of promoting and cultivating the fine arts by establishing a gallery or collections of pictures and statuary, including other objects of the fine arts, and for the purpose of maintaining a library, or as a society for the prevention of crime, or for any two or more of such objects, may make, sign and acknowledge before any officer authorized to take the acknowledgment of deeds in the state, and file in the office of the secretary of state, and also in the office of the clerk of the county in which the business of such society is to be conducted,

(Laws 1848, ch. 319; R. S., 8th ed., 1922.)

a certificate in writing, in which shall be stated the name or title by which such society shall be known in law, the particular business and objects of such society, the number of trustees, directors or managers to manage the same, and the names of the trustees, directors or managers of such society for the first year of its existence. Such society may select, from its board of directors or managers, not less than five nor more than fifteen of said directors or managers, at the time of its organization or thereafter, on consent, in writing, of a majority of said directors or managers to serve as trustees of said society for the care, custody and management of its property interests, as may be prescribed by its rules or by-laws, to act in such capacity in the place of said directors or managers or any committee thereof; and when so selected a certificate thereof shall be filed with the original certificate of incorporation. And any corporation organized, or which may hereafter be organized, under the provisions of this act, may, from time to time, change the title of the members of their managing board or increase or decrease the number thereof to not less than five, on the consent, in writing, of not less than two-thirds of their number. A certificate of such change, executed as hereinabove provided for the original certificate, shall be filed with the original certificate; but neither such original certificate nor such amendment thereof shall be filed unless by the written consent and approbation of one of the justices of the supreme court of the district in which the place of business or principle office of such company or association shall be located, to be indorsed on such certificate; and no written consent or approbation shall be given by any justice of the supreme court, for the organization and incorporation of any society under this act, for the care or disposal of any orphan, pauper or destitute children, except upon the certificate in writing of the state board of charities approving of the organization and incorporation of such society, which certificate of such state board of charities shall be filed with the original certificate of such incorporation. (As am. by L. 1894, ch. 325.)

The provisions in regard to organization of corporation and filing of certificate and approval thereof are substantially re-enacted in sections 30 and 31 of revision. The provision that the corporation may change title of its managing board is omitted. The provision that the directors or trustees may increase or decrease their number is superseded by section 14, which provides for an increase or decrease by vote of the members. The provision in relation to trustees of the property of the corporation is in § 10 of revision.]

*So in the original.

(Laws 1848, ch. 319; R. S., 8th ed., 1923.)

§ 2. Upon filing a certificate as aforesaid, the persons who shall have signed and acknowledged such certificate and their associates and successors shall thereupon, by virtue of this ct, be a body politic and corporate by the name stated in such certificate, and by that name they and their successors shall and may have succession and shall be persons in law capable of suing and being sued, and they and their successors may have and se a common seal, and the same may alter and change at pleasure; and they and their successors, by their corporate name shall, in law, be capable of taking, receiving, purchasing and holding real and personal estate for the purposes of their incorporation and for no other purpose, to an amount not exceeding in the aggregate the sum of two million dollars in value; but the clear annual income of such real and personal estate shall not exceed the sum of two hundred thousand dollars; to make by-laws for the management of its affairs, not inconsistent with the Constitution and laws of this state or of the United States; to elect and appoint the officers and agents of such society, for the management of its business and to allow them a suitable compensation. amended by L. 1885, chap. 88, superseding L. 1872, chap. 649.)

(Thus

[The general powers of the corporation are in G. C. L., § 11. The power to hold property not exceeding three million dollars in value, the clear annual income of which is not more than five hundred thousand dollars is in § 12, G. C. L.. Section 31 of revision provides that on filing the certificate the corporation is formed. The power to make by-laws is in § 8 of revision.]

§ 3. The society, so incorporated, may annually elect, from its members, its trustees, directors or managers, at such time and place, and in such manner as may be specified in its by-laws, who shall have the control and mangement of the affairs and funds of said society, a majority of whom shall be a quorum for the transaction of business, if not otherwise provided in the by-laws, except that no such purchase, lease or sale of real estate shall be made unless two-thirds of the whole number are present at the meeting at which it is ordered; and whenever any vacancy shall happen among such trustees, directors or managers, by death, resignation or neglect to serve, such vacancy shall be filled in such manner as shall be provided by the by-laws of such society. (Thus amended by L. 1853, chap. 487.)

given power to make By § 29 of Gen. Corp.

[By § 8 of revision the corporation is by-laws regulating the election of officers. Law, the directors are given the management of the affairs of the corporation, and a majority is made a quorum unless the

(Laws 1848, ch. 319; R. S., 8th ed., 1923.)

by-laws provide otherwise. By § 13 of revision, real property can only be sold on leave of the court on application of a majority of the members, whereas by this section two-thirds of the trustees seem to have such power.]

§ 5. The provisions of this act shall not extend or apply to any association or individuals, who shall, in the certificate filed with the secretary of state, or with the county clerk, use or specify a name or style the same as that of any previously existing incorporated society in this state. (Thus amended by L. 1861, chap. 239.)

[Omitted. Covered by G.C. L., § 6.]

[Section 6, relating, to devises, is not repealed.]

$ 7. The trustees of any company or corporation organized under the provisions of this act, present at any meeting author izing the contraction of any debt, and acquiescing in the passage of any resolution or order authorizing the same, shall be jointly and severally liable for any such debt, provided, a suit for the collection of the same shall be brought within one year after the debt shall become due and payable. (Thus amended by L. 1853, chap. 487.)

[Section 11 of revision makes the directors liable for debts. contracted while directors, payable within one year, if a suit against the corporation for the collection of the same is brought within one year after the debt is due, and if after execution against the corporation is returned unsatisfied, a second suit is commenced against such directors within one year after the return of such execution.]

§ 8. All institutions formed under this act, together with their books and vouchers, shall be subject to the visitation and inspection of the justices of the supreme court, or by any person or persons who shall be appointed by the supreme court for that purpose, and it shall be the duty of the trustees, or a majority of them, in the month of December in each year, to make and file.in the county clerk's office where the original certificate is filed, a certificate under their hands, stating the names of the trustees and officers of such association or corporation, with an inventory of the property, effects and liabilities thereof, with an affidavit that such association or corporation has not been engaged directly or indirectly, in any other business than such as is set forth in the original certificate on file.

[The visitation by supreme court is retained in § 16 of revision. The provision requiring the filing of an annual report is omitted. See notes to §§ 11 and 16.]

(Laws 1848, ch. 319; R. S., 8th ed., 1924.) [Section 9 was repealed by Gen. C. L. of 1890.]

[Section 10 is the right to alter, amend or repeal.]

§ 11. The number of trustees, directors or managers in any corporation which may have been heretofore or which may hereafter be organized under the said act may be increased as follows: The existing trustees of any such corporation, or a majority thereof, shall make and sign a certificate declaring how many trustees, directors or managers the corporation shall have in the future management of its business and stating the names of the new or additional trustees, directors or managers, which certificate shall be acknowledged or be proved by a subscribing witness, and shall be filed in the office of the secretary of state, and also in the office of the clerk of the county where the original certificate of incorporation was filed; and from and after the filing of such certificate, the trustees, directors or managers of such corporation shall be deemed increased to the number therein stated, and the persons so named shall be trustees until a new election of trustees, directors or managers shall be had according to said act and the by-laws or regulations of said corporation. (Added by L. 1875, chap. 452.)

[Section 14 of revision allows the members to change the number of directors, but the number can not be changed by the directors themselves as provided in this section.]

[There is no section 12 to this act. such.]

Section 13 was added as

§ 13. The term of existence of any corporation which may have heretofore been or which may hereafter be organized under this act, may be extended in the following manner: The trustees of such corporation, or a majority of them, shall make and sigu a certificate declaring the term, not exceeding fifty years, for which the said corporation is to be continued, which certificate shall be duly acknowledged, and be filed in the office of the secretary of state, and also a copy thereof in the office of the clerk of the county where the original certificate of incorporation was filed; and from and after the filing of such certificate and copy, the said corporation shall be deemed continued for the term of years therein specified. (Added by L. 1876, chap. 190.)

[By section 32 of Gen. C. L., a membership corporation can extend its existence with the consent of two-thirds of its members. This section 13 is omitted, and with all membership corporations the corporations under this law are brought within the provisions of the Gen. C. L.]