Membership Corporations Law. Section 130, not abrogated by Article 7, Chapter 171, Laws of 1909, amending the Public Health Law. STATE OF NEW YORK, ALBANY, July 8, 1909. Hon. ROBERT W. HILL, Secretary, State Board of Charities, Albany, N. Y.: DEAR SIR. In reply to your letter of the 6th instant, requesting an opinion as to whether certain provisions of chapter 171 of the Laws of 1909, entitled "An act to amend the Public Health Law," in relation to the establishment of hospitals or camps for the treatment of patients for pulmonary tuberculosis, abrogate in any way the provisions of section 130 of article 7 of the Membership Corporations Law, which provides for the incorporation of hospitals, I beg to say: Chapter 171 of the Laws of 1909 is an amendment to section 319 of the Public Health Law, and places in the State Commissioner of Health and the local health officer the authority to approve or disapprove the establishment of a proposed hospital or camp for the treatment of pulmonary tuberculosis. The effect of this act seems to be solely that it took from the board of supervisors of the county and the town board of the town within which it is proposed to establish a hospital or camp the power to disapprove of such location, and lodged the authority to approve or disapprove such proposed location in other officials. In no manner does chapter 171 of the Laws of 1909 change or refer to the method of incorporating such hospitals. The process by which the corporate entity itself is created is not mentioned or affected. It refers solely to the establishment, the camp, the place of treatment and regulates the location of the same. In other words, the change in question affects the act of the corporation and not the inception or formation thereof, and I am unable to see how it can possibly abrogate or modify any of the provisions of section 130 of article 7 of the Membership Corporations Law, which prescribes the method of incorporation. Very truly yours, EDWARD R. O'MALLEY, It is not the intent of the statute that hospital corporations shall be created under the Business Corporations Law, and the State Board of Charities is not authorized to approve certificates of incorporation under such law. STATE OF NEW YORK, ALBANY, March 4, 1911. Hon. ROBERT W. HEBBERD, Secretary of State Board of Charities, Albany, N. Y.: DEAR SIR. This acknowledges receipt of your favor of the 23d ultimo, enclosing proposed certificate of incorporation of The Rebeau Private Hospital, which has been submitted to your Board for approval and is now referred to me for examination as to legal form. You ask me whether this proposed certificate of incorporation requires the approval of your Board in view of the fact that it is to be organized under the Business Corporations Law. I have examined the proposed charter and am unable to approve it for the following reasons: The incorporators seek to organize a corporation under the General Busi ness Corporations Law for the purpose of conducting a hospital. I am satisfied that this cannot be done. The Business Corporations Law permits three or more persons to become a stock corporation for any lawful business purpose or purposes by making, signing, acknowledging and filing a certificate stating the matters set forth in article 2, section 2, of that law. While the maintenance of a hospital may be a lawful business, still provision has been made elsewhere for the creation of such a corporation. It is found in the Membership Corporations Law, section 130, and is as follows: "Five or more persons may become a corporation for the purpose of erecting, establishing or maintaining a hospital, infirmary, dispensary, or home for invalids, aged or indigent persons, by making, acknowledging, and filing a certificate, stating the particular object for which the corporation is to be formed; the name of the proposed corporation; the town, village, or city in which its principal office is to be located; the number of directors, not less than three or more than forty-eight; the names and places of residence of the persons to be its directors until its first annual meeting, and the time for holding its annual meetings. Such certificate shall not be filed without the written approval indorsed thereupon, or annexed thereto, of the state board of charities and of a justice of the supreme court of the district in which the principal office or place of business of such corporation shall be located." Hospital corporations are, therefore, when incorporated under this statute, required to have the State Board of Charities and a justice of the Supreme Court of the district in which the principal office or place of business shall be located, approve their charters before they are filed. In section 41 of the Membership Corporations Law we find this language: "If such certificate specify among such purposes the care of orphans, paupers 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 the written approval of the state board of charities shall also be indorsed thereupon *before the filing thereof." * The Business Corporations Law does not require these indorsements. If this corporation is permitted to incorporate under the Business Corporations Law the purpose of the statute above quoted will be frustrated. These incorporators should incorporate under the Membership Corporations Law. In answer to inquiry, I might add to what has been already said that I find no provision in the Business Corporations Law requiring the approval by your Board of certificates of incorporation thereunder. Such a provision was undoubtedly omitted for the reason that it was not contemplated that such a corporation as one for hospital purposes should be created under its provisions. Yours respectfully, THOMAS CARMODY, Attorney-General. New York State Training School for Boys. Chapter 639, Laws of 1911. AN ACT in relation to the management of the New York State Training School for Boys, and the control of inmates committed thereto. § 1. New York State Training School for Boys continued. The New York State Training School for Boys established by chapter seven hundred and eighteen of the laws of nineteen hundred and four and as amended by chapter one hundred and thirty-three of the laws of nineteen hundred and five, chapter six hundred and seventeen of the laws of nineteen hundred and six, chapter three hundred and sixty-eight* and chapter six hundred and sixty-five of the laws of nineteen hundred and seven, and chapter two hundred and sixty-eight of the laws of nineteen hundred and eight is hereby continued and shall be under the management and control of a board of seven managers to be appointed in accordance with section fifty-one of the state charities law. § 2. Powers and duties of managers. The board of managers shall: 1. Have the general control of such institution and shall make such by-laws, rules and regulations for the government, discipline, employment, management and disposition of the officers thereof, and of the children committed to their care, as to them may seem just and proper. • Should read "chapter three hundred and eighty-six." † As amended by chapter 149, Laws of 1909. VOL. 8-23 2. Appoint a superintendent and such other officers and em ployees as they may deem necessary for the conduct and welfare of the institution under their charge. 3. Report in detail annually to the legislature, on or before the fifteenth day of January, the number of children received by them into the institution and the disposition of such children, their receipts and expenditures, their proceedings during the preceding year, and all other matters which they deem advisable to be brought to the attention of the legislature. § 3. Superintendent. The superintendent shall be the chief executive officer of such school, and, subject to the by-laws, rules and regulations thereof and the powers of the board of managers, shall have control of the internal affairs and shall maintain discipline therein and enforce a compliance with, and obedience to, all by-laws, rules and regulations adopted by the board of managers for the government, discipline and management of such school. He shall receive into such institution, under the direction of the board of managers, all children legally committed thereto by any court having authority to make such commitment. § 4. Commitment of children. Male children under the age of twelve years convicted of a crime amounting to felony, or between the ages of seven and sixteen years deemed guilty of juvenile delinquency, in the first, second, third or ninth judicial. districts, may be committed to the New York State Training School for Boys in like manner as is now provided in sections. twenty-one hundred and eighty-four and twenty-one hundred and eighty-six of the penal law for commitments to the State Industrial School and the House of Refuge established by the Society for the Reformation of Juvenile Delinquents in the city of New York. The courts shall ascertain by such proof as may be in their power, the age of every juvenile delinquent committed to such institution and insert such age in the order of commitment, and the age thus ascertained shall be deemed and taken to be the true age of such juvenile delinquent. § 5. Register. Upon the commitment of a juvenile delinquent to such school, the superintendent thereof shall cause to be entered in the register kept for that purpose, the date of admission, name, age, place of birth, nationality, residence, name and residence of parents or guardians, and such other facts as may be ascertained, relating to the origin, condition, peculiarity or inherited tendencies of such juvenile delinquent. § 6. Discipline and control of inmates. The managers of the New York State Training School for Boys shall receive and detain during minority, every male juvenile delinquent committed thereto in pursuance of law, and shall cause the children detained therein or under their care to be instructed in such branches of useful knowledge, and to be regularly and systematically employed in such lines of industry as shall be suitable to their years and capacities, and shall cause such children to be subjected to such discipline as, in the opinion of such board, is most likely to effect their reformation. The managers of such institution, with the consent of any child committed thereto, may bind out as an apprentice or servant, such child during the time they would be entitled to retain him, to such persons and at such places to learn such trade and employment as in their judgment will be for the future benefit and advantage of such child. § 7. Military drill. The superintendent of said training school may, with the approval of the board of managers, institute and establish a system of rules and regulations for uniforming, equipping, officering, disciplining and drilling in military art, the inmates of such institution, and for the exercise and drill of such inmates according to the most approved tactics, such number of hours daily as such superintendent may deem advisable. § 8. Effects of alcoholic drinks and narcotics to be taught. The nature of alcoholic drinks and other narcotics and their effects on the human system shall be taught in the school connected with such training school for not less than four lessons |