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Passed June 21, 1867. The People of the State of New York, represented in Senate
and Assembly, do enact as follows: Power to SECTION 1. Any number of persons, not less than three, operative may associate and form an incorporation or company for
the purpose of uniting their labor, capital and patronage, in any business or occupation upon the co-operative plan, upon filing in the office of the secretary of state a declaration, signed by the corporators, expressing their intention to form such a company, together with a copy of the charter proposed to be adopted by them.
S 2. The charter so filed shall set forth the name of the company, the town and county wherein the same shall be located, the mode and manner in the corporate powers granted by this act or to be,exercised, the duration of the charter, which shall not exceed twenty-five years, the number of trustees or directors and the mode and manner of electing them and of filling vacancies, the period for the commencement and termination of its fiscal year, and the amount of capital to be employed in the transaction of its business; but no company shall be organizeal under this act with a capital of less than five thousand dollars, nor shall the declaration or charter of any company proposed to be formed be filed as required by the first section of this act except upon due and sufficient proof to be made to the secretary of state, upon the oath of at least two of the corporators, that the whole amount of said capital has been subscribed in good faith, and at least ten per cent thereof actually paid in in cash.
S 3. A copy of said declaration and charter shall also be bediled in filed in the oflice of the clerk of the county wherein the said
company shall be located, and a notice of the intention to form such company shall be published once in each week for at least four weeks in a newspaper published in said county.
S 4. Upon filing a declaration and charter as aforesaid, the persons who have signed the declaration and their associates and successors shall thereupon, by virtue of this act, be a body politic and corporate; and by the name stated in such charter, and by that name they and their successors shall and may have succession, and shall be capable of suing and being sued, and they and their successors may have and use a common seal and the same 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 estate, for the purpose of their incorporation and business, not exceeding two hundred thousand dollars in value, and of mortgaging, selling and conveying or otherwise disposing of the
Charter to county clerk's office.
same, as the interests and objects of the company may require.
S 5. The business of the associations shall be managed and oficers. conducted by a president, a board of not less than three directors, and a treasurer, who shall be chosen annually by the stockholders, and shall hold their offices until others are chosen and qualified in their stead, and shall have such other officers as they may prescribe by their by-laws and the mode of electing the same.
$ 6. The corporators or trustees or directors, as the * may Power of be, of any company organized under this act, shall have corporators power to make such by-laws, not inconsistent with the laws of this state, as may be deemed necessary for the government of its officers and the conducting of its affairs, and the same to alter and amend at pleasure; and they may also by such by-laws provide as to the manner of paying in the capital stock and the manner of issuing certificates thereof, as to the manner of conducting the elections in said company and the number of votes each stockholder shall have, as to the control of its affairs that each officer shall have, as to equalizing the stock amongst the stockholders and limiting the number of shares each stockholder may hold, as to the manner of compelling the transfer of any exchange of stock any one stock holder may acquire, as to the manner of distributing the profits and in such proportions as may be thought proper upon the capital stock of said company and the labor and patronage in the business of said company, as to the amount and time for which debts may be contracted, and as to the times and manner in which the trustees or directors shall make reports and render accounts as to the condition of the company and its affairs.
$ 7. The indebtedness of any such company shall not at Indebteaany time exceed one-half the amount of its capital stock; and any director or trustee assenting thereto shall be personally and individually liable for such excess to the creditors of said company.
S 8. All the stockholders of every company under this act Liabilities shall be severally individually liable to the creditors of the stock company in which they are stockholders, to the amount of stock held by them respectively, for all debts and contracts made by said company.
S 9. Every corporation created under this act shall possess the general powers, privileges, and be subject to the liabilities and the restrictions contained in title third, chapter eighteen of the first part of the Revised Statutes, and the provisions of section six, article first, title two, chapter thirteen of the first part of the Revised Statutes, shall apply to every such corporation. $ 10. This act shall take effect immediately.
* So in original.
Number of persons
CHAP. 974. AN ACT to incorporate Stage Coach Companies outside of the city of New York.
Passed August 6, 1867. The People of the State of New York, represented in Senate and Assembly, do enact as follows:
SECTION 1. Any number of persons not less than five may form a company for the purpose of establishing, maintaining and operating, under the authority hereinafter provided, any stage or omnibus route or routes for public use in the conveyance of persons and property elsewhere. than in the city of
New York, or for the purpose of maintaining and operating Ohjects of any stage ronte or routes already established for a like public company. use, and for that purpose may make and sign articles of asso
ciation, in which shall be stated the names of the company, the number of years the same is to continue, the route or routes upon which the same is intended to run as near as practicable, and the names and places of residence of the directors of said company who shall manage its affairs for the first year, and until others are chosen in their places. Each subscriber to such articles of association shall subscribe thereto his name, place of residence, and the number of shares of stock
he agrees to take in said company. On compliance with the fring of provisions of the next section, articles of association may be articles of
filed in the office of the town clerk of each of the towns through wbich the stage route, or route mentioned in said articles of association, is intended to run, and said clerk shall indorse thereon the day they were filed, and record the same in a book to be provided by him for that purpose; and there
upon the persons who have so subscribed such articles of Stocktoldi, association, and all persons who shall become stockholders in be a corpu- such company, shall be a corporation by the name specifiel
in said articles of association, and shall possess the powers and privileges granted to corporations, and be subject to the provisions contained in title three of chapter eighteen of the first part of the Revised Statutes, except the provisions contained in the seventh section of the said article.
$ 2. Such articles of association shall not be filed in the Postingar. office of the said town clerk until at least ten per cent of the ticles with amount of the capital subscribed shall have been paid in good
faith to the director's named in said articles of association, nor util there is indorsed thereon or annexed thereto an affidavit of at least three of the directors named in said articles, stating the amount of stock subscribed in good faith, and of the fact of such payment being made as is required by this section, and that it is intended in good faith to maintain and operate the stage route or routes mentioned in such articles of association, which atidavit shall be recorded with the articles of association as aforesaid.
$ 3. A copy of any articles of association filed and recorded What to be in pursuance of this act, or of the record thereof, with a copy live evi? of the affidavit aforesaid, indorsed thereon or annexed thereto, corporation and certified to be a copy by the town clerk or his deputy, shall be presumptive evidence of the incorporation of such company, and of the facts therein stated.
$ 4. When such articles of association and allidarit are filed Opening of and recorded in the oflice of the town clerk, the director's subscripnamed in said articles of association may, in case the whole of the capital stock is not subscribed, open books of subscription to fill up the capital stock of the company in such places, and after giving such notice as they may deem expedient, and may continue to receive subscriptions until the whole capital stock is subscribed. At the time of subscribing, every subscriber shall pay to the directors ten per cent on the amount subscribed by him, and no subscription shall be received or taken without such payment.
S 5. There shall be a board of not less than three nor more Board of than five directors, of every corporation formed under this act, directors. to manage its affairs. Said directors shall be chosen annually Election of. by a majority of the votes of the stockholders voting at such election, in such manner as may be prescribed in the by-laws of the corporation, and they may and shall continue to be directors until others are elected in their places. In the election of directors, each stockholder shall be entitled to one vote for each share of stock held by him. Vacancies in the Vacancier. board of directors shall be filled in such manner as shall be prescribed by the by-laws of the corporation. Every corporation formed under this act shall be subject to the regulations concerning the election of directors of moneyed corporations, contained in article second of the second title of the eight- . eenth chapter of the first part of the Revised Statutes. The inspectors of the first election of directors shall be appointed Inspector: by the board of directors named in the articles of association. No
person shall be a director unless he shall be a stockholder, Qualificaowning stock absolutely in his own right, and qualified to vote directors. for directors at the election at which he shall be chosen. every election of directors, the books and papers of such company shall be exbibited to the meeting, provided a majority of the stockholders present shall require it.
S 6. The directors shall appoint one of their number presi- Officers. dent; they may also appoint a treasurer and secretary, and such other officers and agents as shall be prescribed by the by-laws.
$ 7. The directors may require the subscribers to the capital Proceedstock of the company to pay the amount by the amounts* by stockholder them respectively subscribed, in such manner and in such neglects to installments as they deem proper. If any stockholder shall scription. neglect to pay any installment, as required by a resolution
* So in original.
Stock to be deemed personal estate.
Increase of stock.
on the board of directors, the said board shall be authorized to declare his stock, and all previous payments thereon, forfeited for the use of the company; but they shall not be declared so forfeited until they shall have caused a notice, in writing, to be served on him personally, or by depositing the same in the post-office, properly directed to him at the postoffice nearest his usual place of residence, stating that he is required to make such payment at the time and place specified in such notice, and that if he fails to make the same, bis stock and all previous payments thereon will be forfeited for the use of the company; which notice shall be served as aforesaid, not less than twenty days previous to the day on which such payment is required to be made.
S 8. The stock of every company formed under this act shall be deemed personal estate, and shall be transferable in the manner prescribed by the by-laws of the company; but no shares shall be transferred until all previous calls thereon shall have been fully paid in; and it shall not be lawful for such company to use any of its funds in the purchase of any stock in its own or in any other corporation.
S 9. In case the capital stock of any company formed under this act is found to be insufficient for its business, such company may, with the concurrence of two-thirds in amount of all its stockholders, increase the capital stock from time to time to any amount required for the purposes aforesaid. Such increase must be sanctioned by a vote, in person or by proxy, of two-thirds in amount of all the stockholders of the company, at a meeting of such stockholders called by the directors of the company for that purpose, by a notice in writing to each stockholder to be served on him personally or by depositing the same properly folded and directed to him at the post-office nearest his usual place of residence, at least twenty days prior to such meeting ; such notice must state the time and place of meeting and its object, and the amount to wbich it is proposed to increase the capital stock; the proceedings of such meeting must be entered on the minutes of the proceedings of the company, and thereupon the capital stock of the company may be increased to the amount sanctioned by a vote of two-thirds in amount of all the stockholders of the company, as aforesaid.
$ 10. All the stockholders of any company formed under this act shall be jointly and severally individually liable to the creditors of such company for all the debts and liabilities of such company; but shall not be liable to an action therefor before an execution shall be returned unsatisfied, in whole or in part against the corporation, and then the amount due on such execution shall be the amount recoverable, with costs, against such stockholders.
S 11. No person holding stock in any such company as executor, administrator, guardian or trustee, and no person holding