ties of the chief executive of such city or village, showing what hotels he has so inspected, and specifying which of them have fully complied with the provisions of this act, and which, if any, have not, and in what respects and to what extent. Such mayor, president or other chief executive officer shall thereupon and within ten days after such report is so rendered to him, shall make and present to any court or magistrate having jurisdiction of crimes of the grade of a misdemeanor and procure a warrant for the arrest of every person so reported as violating the provisions of this act. Penalty for violation of this act. § 3. Any officer or person violating any of the provisions of this act is guilty of a misdemeanor and is punishable by imprisonment in a penitentiary or county jail for not more than one year or by a fine of not more than one thousand dollars or by both. Application of act qualified. § 4. This act shall not apply to fire-proof hotels. [Supplementary Title.] Of Keepers of Livery Stables and other Bailees of Horses. L. 1872, Chap. 498–An act for the protection of livery stable keepers and other persons keeping horses at livery or pasture, Keepers may detain animals until charges for boarding or pasturage are paid, and maintain an action to enforce such lien. SECTION 1. It shall be lawful for all persons keeping any animals at livery or pasture, or boarding the same for hire, under any agreement with the owner thereof, to detain such animals until all charges under such agreement for the care, keep, pasture or board of such animals shall have been paid; provided, however, that notice in writing shall first be given to such owner in person, or at his last known place of residence, of the amount of such charges and the intention to detain such animal or animals until such charges shall be paid; and such persons may at any time maintain an action in any of the courts of this state to enforce such lien and procure a sale of the said animals for the payment of said keeping, pasture and board, and the costs of such action, whenever such sum shall exceed fifty dollars. [Thus amended by L. 1880, ch. 145.] 3 How. Pr., N. S., 73, 364; 16 J. & S., 107; 9 Daly, 214; 96 N. Y., 538; 30 Hun, 231; 13 Daly, 473. When lien to be effective. § 2. From the time of giving such notice and while such horse or horses are so detained and no longer, such livery-stable keeper or other person shall have a lien upon such horse or horses for the purpose of satisfying any execution which may be issued upon a judgment obtained for such charges. TITLE III. Of the general Powers, Privileges and Liabilities of Corporations. SEC. 1. Powers of corporations. 2. To vest in every corporation hereafter created. 3. Corporations not to possess any additional powers, except those given by 4. No corporation to exercise banking powers, unless expressly authorised. SECTION 1. Every corporation, as such, has power, TITLE 3. General powers. 20 N. Y., 506; 12 N. N. Y., 69; 7 1. To have succession by its corporate name, for the period limited Y., 127, 9 in its charter; and when no period is limited perpetually: 2. To sue and be sued, complain and defend, in any court of law 160; IN. or equity: 3. To make and use a common seal, and alter the same at pleasure: 4. To hold, purchase, and convey such real and personal estate, as the purposes of the corporation shall require, not exceeding the amount limited in its charter: 5. To appoint such subordinate officers and agents, as the business of the corporation shall require, and to allow them a suitable compensation: 6. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and for the transfer of its stock. Y., 509; Barb., 107; 590; 4 Denio, 209, 1 Barb., 480; 2 Denio, 112; 1 Sandf. Ch., 280; 7 [600] 139; 5 Hill, 137; 42 How. Pr. R., 91; 59 38 Hun, N. Y., 96; 494; 88 N. Y., 410. corpora § 2. The powers enumerated in the preceding section, shall vest In what in every corporation that shall hereafter be created, although they tions to may not be specified in its charter or in the act under which it shall & Denio, be incorporated. vest. 577; 2 Cow., 661. What other be pos esse 6N Y., 96; 15 N. Y., 54; 3 N. Y., 433; 9 Wend., 392; 5 Hill, S., 106; 32 § 3. In addition to the powers enumerated in the first section of this title, and to those expressly given in its charter, or in the act under which it is or shall be incorporated, no corporation shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of the powers so enumerated and given. 137; 5 Barb., 613; 7 N, Y., 328; 12 Abb. Pr. R., N. S., 480; 2 Robt., 600; 12 Abb. N. C., 229; 20 J. & Hun, 272; 45 Hun, 354. § 4. No corporation created, or to be created, and not expressly Exercise of incorporated for banking purposes, shall by any implication or con- powers struction, be deemed to possess the power of discounting bills, notes, N. Y, 367; or other evidences of debt, of receiving deposits, of buying gold and 17 Barb silver, bullion, or foreign coins, of buying and selling bills of ex- Denio, 252; change, or of issuing bills, notes, or other evidences of debt, upon 392; 44 loan, or for circulation as money. banking prohibited. 316; Hill & 9 Wend., Hun,145; 32 Liability of holders. 5. Where the whole capital of a corporation shall not have been N. Y., 13. paid in, and the capital paid, shall be insufficient to satisfy the claims stock of its creditors, each stockholder shall be bound to pay on each 4 Barb., share held by him, the sum necessary to complete the amount of 33; 3 such share, as fixed by the charter of the company, or such propor- Hun, 339. Y., 422; 23 TITLE 3. tion of that sum as shall be required to satisfy the debts of the Quorum. 30 Hun, 209; 39 Hun, 502 Forfeiture for nonuser. company. § 6. When the corporate powers of any corporation are directed by its charter to be exercised by any particular body, or number of persons, a majority of such body, or persons, if it be not otherwise provided in the charter, shall be a sufficient number to form a board for the transaction of business; and every decision of a majority of the persons duly assembled as a board, shall be valid as a corporate act. § 7. If any corporation hereafter created by the legislature, shall not organize and commence the transaction of its business within Ch, 237; 30 one year from the date of its incorporation, its corporate powers 3 Barb. Barb., 26; 44 Barb., 631. Reservation of power to repeal, &c. 5 Hill, 383; shall cease. [See, as to railroads, L. 1846, ch. 155.] § 8. The charter of every corporation, that shall hereafter be granted by the legislature, shall be subject to alteration, suspension and repeal, in the discretion of the legislature. 14 Barb., 559; 10 Barb., 260; 17 Barb., 603; 8 Barb., 364; 27 Hun, 483; 40 Hun, 31. Trustees in case of dis solution. 31 Barb., Barb., 587; [601] 7 Johns. § 9. Upon the dissolution of any corporation created or to be created, and unless other persons shall be appointed by the legisla411, 645; 30 ture, or by some court of competent authority, the directors or managers of the affairs of such corporation at the time of its dissolution, by whatever name they may be known in law, shall be the Ch. R. 128; trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the corporation, collect and pay the outstanding debts, and divide among the Barb 174; stockholders the monies and other property that shall remain, after the payment of debts and necessary expenses. 10 Wend., 454; 5 Denio, 574; 46 Barb., 365; 42 50 N. Y., 302, 305. Their powers. 31 Barb., 645; 50 N. Y., 305; 1 [1 R. L., 248, § 1.] § 10. The persons so constituted trustees, shall have authority to sue for and recover, the debts and property of the dissolved corporation, by the name of the trustees of such corporation, describing it Robt., 405. by its corporate name, and shall be jointly and severally responsible to the creditors and stockholders of such corporation, to the extent of its property and effects that shall come into their hands. [1 R. L., 249, § 2.] L. 1881, Chap. 22-An act requiring all certificates of incorporations, hereafter filed pursuant to law, either in the office of the secretary of state, or in the office of any county clerk, to be recorded therein and regulating the fees therefor. All certificates of incorporation to be recorded; fees. SECTION 1. All certificates of incorporations hereafter incorporated under any of the laws of this state, required by law to be filed in the office of the secretary of state, or in the office of any county clerk, shall be duly recorded in the office where the same shall be filed, in books specially provided therefor, which books of record shall be properly indexed. The same fees shall be charged for the recording of such certificates as are now provided by law for the recording of deeds. And the secretary of state and such county clerk shall neither file nor record any such certificate in their office unless the fees therefor are first duly paid. [As to the fees of the secretary of state, see L. 1882, ch. 156, ante, p. 562.] L. 1882, Chap. 290–An act in relation to sales and purchases of lands by corporations. Lands which may be taken and held by corporations. SECTION 1. Any corporation which shall have sold and conveyed any part of its real estate, may, notwithstanding any restriction in its charter, purchase, take and hold, from time to time, any lands adjacent to those already held by it; provided the supreme court shall authorize such purchase, taking and holding upon the application of such corporation, and on being satisfied that the value of all lands proposed to be so purchased shall not exceed that of lands sold and conveyed by the said corporation within the three years next preceding such application. L. 1888, Chap. 306–An act for the relief of corporations whose certificates of incorporation were destroyed by the burning of the City Hall in the city of Albany. Application for leave to file a certified copy of certificate. SECTION 1. Any corporation whose certificate of incorporation had prior to the tenth day of February, eighteen hundred and eighty, been filed in the office of the clerk of the county of Albany, a duplicate of which certificate had also prior to said date been filed in the office of the secretary of state may apply by petition to the supreme court at any special term held in said county, upon such notice to such persons as the said court shall direct for an order authorizing the filing in the office of the said clerk of a certified copy of such certificate to replace the original so destroyed. When court may grant leave. § 2. If upon such application it shall appear to the satisfaction of the supreme court that such certificate of incorporation was, in compliance with the provisions of the act under which such corporation claims to be organized, filed in the office of the said clerk of the said county prior to the said tenth day of February, eighteen hundred and eighty, and that the same cannot now be found on file or on record in the said office, and that it is probable that the said certificate perished in the fire which destroyed the City Hall in the city of Albany, wherein said office was then located, on the tenth day of February, eighteen hundred and eighty, and it shall also appear that a duplicate of the said certificate was, in compliance with such incorporating act duly filed, and at the time of such application remains on file in the office of the secretary of state, the said court may by order direct that a copy of the said duplicate on file in the office of the secretary of state, duly certified by the said secretary of state, may within a time fixed by said order be filed in the office of the said clerk of the county of Albany as of the date when the original certificate appears to have been filed in the said office. Effect of filing. § 3. When the certified copy of such duplicate certificate is filed as directed by the said order in the office of the said clerk it shall have in all respects the same force and effect as the said original certificate of incorporation and as if filed upon the date specified in the said order. Pending suits excluded. § 4. Nothing in this act shall affect any pending action or proceeding. Provisions relating generally to the Officers of Corporations. L. 1885, Chap. 489–An act to protect stockholders of corporations from the wrong-doings of directors in certain cases. When directors fail to adopt by-laws for annual election, acts, etc., of directors holding over void. SECTION 1. Whenever the directors named in the articles of association of any corporation organized under any general law of this state neglect or refuse during the first year of the corporate existence to adopt the by-law required by law to enable stockholders to hold the annual election for directors, and where by such neglect the said directors hold over and continue to be directors after the expiration of the first year of the corporate existence, all acts and proceedings of the directors when so holding over, done for and in the name of the company, designed to charge upon the company any liability or obligation for the past services of any director so holding over, or for the past services of any officer, or attorney, or counsel appointed by them, and such liability or obligation shall be considered fraudulent and void. Cases in which any stockholder may apply for stay of proceedings in action, etc. § 2. When directors of any such association or corporation are so holding over by their wrongful neglect of duty beyond the term for which they were appointed or elected, and an action has been brought against the company by the procurement of any of them to enforce any claim or obligation declared void by the preceding section, and such action is in the interest or for the benefit of any director or directors so holding over, and the company has by their connivance made default in such action, or consented to the validity of the claim or obligation so sought to be enforced against the company, any stockholder of the company may apply to the supreme court by affidavit, setting forth the facts, for a stay of the proceedings in such action, and on proof of the facts in such further manner and upon such notice as the court may direct, the supreme court may stay such proceedings or set aside and vacate the same or grant such other relief as to the court may seem proper, and which will not injuriously affect an innocent party, who without notice of such wrong-doings and for a valuable consideration has acquired rights under such proceedings. When and how stockholders may elect directors, if directors have failed to provide therefor. § 3. When the directors of any association or corporation shall neglect or have neglected to adopt a by-law providing for the annual election of directors for sixty days after the first year of the corporate existence, the stockholders thereof may elect directors in the place of the directors holding over in the manner following: Stockholders entitled to vote for directors of such association or corporation as prescribed by section eight, chapter eighteen, title four, part first of the Revised Statutes, may meet after previous notice in writing given by them to all the stockholders, at least fifteen days before such meeting, of the time and place when and where such meeting will be held, for the purpose of electing directors; and it shall be the duty of any officer or other person having charge of the book or books of the association or corporation containing the names of the stockholders, to allow the same to be examined by any stockholder aforesaid, or his attorney, for the purpose of giving such notice. The place of such meeting shall be the principal office of such company, or in case it has no such office, at the place in this state where its principal business has been transacted, or if access to such office or place is denied, then at some other place to be designated in such notice in the city, town or village where the principal office of such company is or was last located. At such meeting such stockholders shall elect two or more inspectors of election. If at such meeting a majority of the votes cast on stock entitled to be voted on for directors, as prescribed by said section_eight, chapter eighteen, title four, part one of the Revised Statutes, shall be voted upon and cast for one ticket for directors, the persons so named and voted for as directors shall thereupon be the directors of such association or corporation until the next annual election and until others are elected and qualified in their stead and without reference to the time when they became stockholders. In the absence at such meeting of the books of the association or corporation, showing who were and are stockholders of the association or corporation, each stockholder, in order to be entitled to vote at such election, shall make or present a statement in writing to be signed and verified by him under oath before a notary public or other person authorized to administer oaths, setting forth the number of shares of the stock of such company standing in his name on its books and upon which he is entitled to vote as prescribed by the section of the Revised Statutes herein before referred to, |