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L. 1909, cha 40
or directors of such association upon fourteen days' notice to said state executive committee by service thereof upon its chairman and secretary or in the event of their failure to act, upon the application of the said state executive committee of Young men's christian associations of the state of New York, by petition signed by a majority of the members of the said state executive committee and verified by its chairman, to be made upon fourteen days' notice to be given to such association by service thereof upon its president, or any director or manager thereof, and upon one of the trustees thereof, and upon notice to the attorney-general of the state of New York, the supreme court, upon satisfactory proof by affidavit or otherwise of the fact of such failure or abandonment, must make a final order dissolving such corporation, and upon the entry thereof, the corporation shall be dissolved, and upon such dissolution the state executive committee of the Young men's christian associations of the state may take possession of the property belonging to such association and manage the same, or may if authorized by the concurring vote of two-thirds of its members sell or lease the same and apply the proceeds thereof after the payment of the debts, if any, of the association so dissolved, to any like purposes for which the association was organized; and it shall not divert such property to any other purpose.
This section was derived from the Membership Corporations Law of 1895. $ 92, as added by L. 1900, ch. 541, § 2, and amended by L. 1905, ch. 320, $ 3.
Section 142 of the Membership Corporations Law of 1895 is now covered by section 192.
§ 143. Additional directors; trustees. It shall be lawful for any Young men's christian association incorporated prior to the taking effect of chapter five hundred and one of the laws of eighteen hundred and eighty-seven, entitled “An act for the incorporation of Young men's christian associations,” at any annual meeting or any special meeting called as provided by the by-laws of said association, to elect additional directors so that the total number of its directors shall be not more than thirty, and in addition to said directors to elect six trustees, each of whom shall be a member of some Protestant evangelical denomination, and not more than two of whom shall be members of any one denomination, and shall be divided into three classes to hold office for one, two and three years respectively or until their successors are
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elected by the board of directors. The trustees so elected, and their successors, shall be a board of trustees thereof and hold and control the real property of the corporation and all gifts and bequests of money to be held in trust. They shall pay the income of such property to the treasurer of the corporation so long as the income shall be expended by the directors thereof for the purposes for which it was formed. The real property of such corporation shall not be liable for any debt or obligation contracted after the creation of such board of trustees without the approval of said board of trustees. In all proceedings for the purchase, sale, mortgage and lease of real property, the board of trustees of such corporation shall act as the board of directors thereof. After the creation of said board of trustees the directors of such corporation shall have the management and control of its property and affairs, except as such management and control is given by law to the board of trustees thereof.
This section was derived from the Membership Corporations Law of 1895, $ 93, as added by L. 1901, ch. 469, § 1, and amended by L. 1905, ch. 320, § 4.
Section 143 of the Membership Corporations Law of 1895 is now covered by section 193.
§ 144. Incorporation of county committees. Any ten or more men, resident in any county of this state, appointed by the state executive committee of Young Men's Christian Associations of the state of New York, to act as the county committee of Young Men's Christian Associations for such county, which appointment shall be evidenced by a certificate to that effect under the hand of the chairman of such state executive committee, and duly acknowledged by him, and filed in the office of the secretary of state with the certificate of incorporation hereinafter provided for, may become a corporation for the purpose of improving the spiritual, mental, social and physical condition of young men, by making, acknowledging and filing a certificate stating the particular objects for which the corporation is to be formed; which objects shall conform to the general rules and regulations of, and shall be approved by, the state executive committee of the Young Men's Christian Associations of this state, by the certificate of its chairman endorsed thereon; the name of the proposed corporation which shall be “ The County Committee of the Young Men's Christian Associations of
County, New York” (the blank space being filled by the name of the county in which
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the incorporators reside); the town, village or city in which its principal office is to be located; the names and places of residence of the persons to be its officers until the first annual election; the names of six trustees, each of whom shall be a member of some protestant evangelical denomination, and not more than two of whom shall be members of any one denomination, and shall be divided into three classes to hold office for one, two and three years respectively, or until their successors are elected by a majority vote of all the members of such corporation. Such certificate shall not be filed without the approval of a justice of the supreme court endorsed thereon, or annexed thereto. On filing such certificate in pursuance of law, the signers thereof, and their successors, shall be a corporation in accordance with the provisions of such certificate.
The management and control of the property and affairs of such corporation shall be vested in its members and their successors in office, except that the powers and duties of the trustees thereof shall be thcse specified in section one hundred and fortyone of this article; and the successors of such members shall be elected annually at a meeting of the Young Men's Christian Associations of the county for which such committee has been appointed, at which meeting each association may be represented by one delegate for each ten active members of such association. A plurality vote of the delegates present, and voting at such meeting, shall be sufficient to elect. If any vacancy in the membership of such corporation shall occur during the interim between the regular elections, it may be filled by the remaining members.
The officers of the corporation shall consist of a chairman, treasurer and secretary, and such other officers as the members may decide; and shall be elected annually by such members from their own number.
New. Added by L. 1911, ch. 207.
Section 144 of the Membership Corporations Law of 1895 is now covered by section 194.
Sections 145, 146, 146a of the Membership Corporations Law of 1895 are now covered, respectively, by sections 195, 196, 197.
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Section 150. Certificate of incorporation.
151. Certain bar associations may take by will.
§ 150. Certificate of incorporation. · Nine or more attorneys or counselors of the supreme court of this state, in active practice, and residing or having their offices in the same county, or in the same judicial district, may become a bar association for the purposes of cultivating the science of jurisprudence, promoting reforms in the law, facilitating the administration of justice, elevating the standard of integrity, honor and courtesy in the legal profession, and cherishing the spirit of brotherhood among the members thereof, by making, acknowledging and filing a certificate stating the particular objects for which the corporation is to be formed; the name of the proposed corporation; the county, or judicial district, in which its operations are to be conducted; the town, village or city in which its principal office is to be located; the number of its directors, not less than three nor more than thirty; the names and places of residence of the persons to be its directors until the first annual meeting; and the times for holding its annual meetings. If the attorneys or counselors organizing an association hereunder all reside in the same county, the operations of the association shall be conducted in the county in which they reside.
Such certificates shall not be filed without the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court.
On filing such certificate, in pursuance of law, the signers thereof, their associates and successors shall be a corporation in accordance with the provisions of such certificate, but no person shall be eligible to membership of such a corporation unless he have the same qualifications as the persons authorized to sign the certificate of incorporation thereof.
This section was derived from the Membership Corporations Law of 1895, $ 100, as amended by L. 1907, ch. 491, § 1.
Term “ certificate of incorporation”: see GENERAL CORPORATION LAW, § 3, subd. 7.
This article was article 8 (§ 100) of the Membership Corporations Law of 1895, to which was added provisions of L. 1887, ch. 317, § 7 pt.
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Qualifications of incorporators and filing and recording certificates of incorporation: see GENERAL CORPORATION LAW, &$ 4, 5.
Frauds in organization of corporations : see PENAL LAW, 88 660, 661. Corporate names generally: see GENERAL CORPORATION LAW, § 6.
Unlawful use of certain titles in connection with corporate name: see PENAL LAW, § 666.
Exemption from taxation : see Tax LAW, $ 4.
Membership in bar association as disqualification of judge to preside at disbarment proceedings: see 39 L. R. A. (N. S.) 116 note.
8 151. Certain bar associations may take by will. Any bar association formed under laws of eighteen hundred and eightyseven, chapter three hundred and seventeen, shall be capable of taking, holding or receiving any property, real or personal, by virtue of any conveyance by any person or by devise or bequest contained in any last will and testament of any person whatsoever, the clear annual income of which devise or bequest shall not exceed the sum of twenty thousand dollars; subject to the limitations provided in section twenty of the decedent estate law.
This section was derived from L. 1887, ch. 317, § 7.