GENERAL CORPORATION LAW Laws 1909, Chap. 28. AN ACT relating to corporations generally, constituting chapter twenty-three of the consolidated laws. Became a law February 17, 1909, with the approval of the Governor. Passed, three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: CHAPTER 23 OF THE CONSOLIDATED LAWS GENERAL CORPORATION LAW Article 1. Short title; classification; definitions (§§ 1-3). 2. General provisions (SS 4-44). 3. Change of name (§§ 60-65). 4. Sale of corporate real property (§§ 70-76). 5. Judicial supervision of corporation and of the officers and members thereof (§§ 90–92). *Section 6. Action for sequestration, action for dissolution and action to enforce individual liability of officers and members of corporation (§§ 100-115). 7. Action to annul corporation (§§ 130-136). 8. Action to dissolve moneyed corporation (§§ 150-161). 9. Proceedings for voluntary dissolution of corporation (§§ 170-195). 10. Dissolution of stock corporation without judicial proceedings ($220, 221). 10a. Provisions applicable to temporary and permanent receivers of corporations [$8 226-227]. (Thus inserted by L. 1909, ch. 240, § 32, in effect April 22, 1909.) 11. Powers, duties and liabilities of receivers of corporation (§§ 230-278). 12. Provisions applicable to two or more of the foregoing proceedings or actions (§§ 300-316). 13. Alteration and repeal of charter of corporation (S$ 320, 321). 14. Laws repealed; construction; when to take effect (SS 330-332). So in original. ARTICLE 1 Short Title; Classification; Definitions Section 1. Short title. 2. Classification of corporations, 3. Definitions. § 1. Short title. This chapter shall be known as the "General Corporation Law." § 2. Classification of corporations. A corporation shall be either, 1. A municipal corporation, 2. A stock corporation, or A stock corporation shall be either 1. A moneyed corporation, 2. A railroad or other transportation corporation, or 3. A business corporation. A non-stock corporation shall be either, 1. A religious corporation, 2. A membership corporation, or 3. Any corporation other than a stock corporation. A reference in a general law to a class of corporations described in accordance with this classification shall include all corporations theretofore formed belonging to such class. § 3. Definitions. 1. A "municipal corporation" includes a county, town, school district, village and city and any other territorial division of the state established by law with powers of local government. 2. A "stock corporation" is a corporation having a capital stock divided into shares, and which is authorized by law to distribute to the holders thereof dividends or shares of the surplus profits of the corporation. A corporation is not a stock corporation because of having issued certificates called certificates of stock, but which are in fact merely certificates of membership, and which is not authorized by law to distribute to its members any dividends or share of profits arising from the operations of the corporation. 3. The term "non-stock corporation" includes every corporation other than a stock corporation. 4. A "moneyed corporation" is a corporation formed under or subject to the banking or the insurance law. 5. A "domestic corporation" is a corporation incorporated by or under the laws of the state or colony of New York. Every cor Y poration which is not a domestic corporation is a foreign corporation, except as provided by the code of civil procedure for the purpose of construing such code. 6. The term "directors," when used in relation to corporations, shall include trustees or other persons, by whatever name known, duly appointed or designated to manage the affairs of the corporation. 7. The term "certificate of incorporation" shall include articles of association or any other written instruments required by law to be filed, to effect the incorporation of a corporation, including a certified copy of an original certificate of incorporation filed for such purpose in pursuance of law. 8. The term "member of a corporation" shall include every person having a right to vote at a meeting of the corporation for the election of directors, other than a person having a right to vote only upon a proxy. 9. The term "office of a corporation" means its principal office within the state, or principal place of business within the state if it has no principal office therein. 10. The term "business of a corporation," when used with reference to a non-stock corporation, includes the operations for the conduct of which it is incorporated. 11. The term "corporate law" or "laws," when used in any law forming a part of the consolidation of the general laws of the state of which this chapter is a part, means the general statutes of this state relating to corporations included in such consolidation. ARTICLE 2 General Provisions Section 4. Qualifications of incorporators. 5. Filing and recording certificates of incorporation. 6. Corporate names. 7. Amended and supplemental certificates. 8. Lost or destroyed certificates. 9. Certificate and other papers as evidence; evidence of 10. Limitation of powers; provisions of certificate. 12. Enlargement of limitations upon the amount of the 13. Acquisition of additional real property. 14. Acquisition of property without the state. Section 17. Reincorporation of foreign moneyed corporations. 18. Papers to be filed upon reincorporation. 19. When reincorporation effective and effect thereof. 21. Acquisition by foreign corporation of real property 22. Prohibition of banking powers. 23. Qualification of members as voters. 24. Cumulative voting. 25. Voting trust agreements. 26. Proxies. 27. Challenges. 28. Effect of failure to elect directors. 29. Mode of calling special election of directors. 30. Mode of conducting special election of directors. 32. Powers of supreme court respecting elections. 33. Stay of proceedings in actions collusively brought. 34. Quorum of directors and powers of majority. 35. Directors as trustees in case of dissolution. 36. Forfeiture for non-user. 37. Extension of corporate existence. 38. Revival of corporate existence. 39. Approval of certificates of extension or revival; when required. 40. Extension when stock is owned by another corpo ration. 41. Effect of extension. 42. When notice of lapse of time unnecessary. 43. As to acts of directors. 44. Political contributions prohibited; penalty. § 4. Qualifications of incorporators. A certificate of incorporation must be executed by natural persons, who must be of full age, and at least two-thirds of them must be citizens of the United States and one of them a resident of this state. This section shall not apply to a corporation formed by the reincorporation or consolidation of existing corporations, or to the reorganization of a corporation upon the sale of the property and franchises of a previously existing corporation or otherwise. § 5. Filing and recording certificates of incorporation. 1. Every certificate of incorporation including the corporate name or title and every amended or supplemental certificate, and every certificate which alters the provisions of any certificate of incorporation or any amended or supplemental certificate hereafter executed, shall be in the English language, and except as otherwise provided by law, shall be filed in the office of the secretary of state, and shall be by him duly recorded and indexed in books specially provided therefor, and a certified copy of such certificate or amended or supplemental certificate with a certificate of the secretary of state of such filing and record, or a duplicate original of such certificate or amended or supplemental certificate shall be filed and similarly recorded and indexed in the office of the clerk of the county in which the office of the corporation is to be located, or, if it be a non-stock corporation, and such county be not determined upon at the time of executing the certificate of incorporation, in such county clerk's office as the judge approving the certificate shall direct. All taxes required by law to be paid before or upon incorporation and the fees for filing and recording such certificate must be paid before filing. No corporation shall exercise any corporate powers or privileges until such taxes and fees have been paid. 2. Whenever under any law now or heretofore in force the certificate of incorporation of any corporation other than a stock corporation was or is required to be filed in more than one public office, a certified copy of such certificate so filed in any one of such public offices may be filed in such other office with the like effect as if the original had been duly filed therein, provided, however, that no rights accrued prior to the filing of such copy shall be impaired or affected thereby, provided also, that such filing of a copy shall not cause a duplication or similarity of corporate names in violation of the next succeeding section. § 6. Corporate names. 1. No certificate of incorporation of a proposed corporation having the same name as a corporation authorized to do business under the laws of this state, or a name so nearly resembling it as to be calculated to deceive, shall be filed or recorded in any office for the purpose of effecting its incorporation, or of authorizing it to do business in this state. A corporation formed by the reincorporation, reorganization or consolidation of other corporations or upon the sale of the property or franchises of a corporation, may have the same name as the corporation or one of the corporations to whose franchises it has succeeded. No corporation shall be hereafter organized under the laws of this state, with the word "trust," "bank," "banking," "insurance," assurance," "indemnity," guarantee," guaranty," "title," "savings," "investment," "loan" or benefit" as part of its name, except a corporation formed under the banking law or the insurance law. 66 |