§ 160. Certificate of incorporation. Twenty-five or more honorably discharged soldiers or sailors of the Union army or navy, or the male descendants of such soldiers or sailors, may become a corporation for social, literary, patriotic, charitable and historical purposes, by making, acknowledging and filing a certificate stating the particular object for which the corporation is to be created; the name of the proposed corporation; the town, village or city in which its principal office is to be located; the names of fifteen persons to be its directors until the first annual meeting, and the times for holding its annual meetings.

Such certificate 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 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, § 110.

66

Term certificate of incorporation": see GENERAL CORPORATION LAW, § 3, subd. 7.

Qualifications of incorporators and filing and recording certificates of incorporation: see GENERAL CORPORATION LAW, §§ 4, 5.

Frauds in organization of corporations: see PENAL LAW, §§ 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.

§ 161. Shares. The by-laws of such a corporation may provide that the property of the corporation shall be divided into transferable shares of one hundred dollars each, entitling the holder

* This article was article 9 (§§ 110-112) of the Membership Corporations Law of 1895.

§ 162

Veteran Soldiers' and Sailors' Association

L. 1909, ch. 40

thereof to one vote for each share, at all meetings of the corporation. Each shareholder shall be liable to the amount unpaid on the shares held by him, for the debts and liabilities of the corporation; but shall not be entitled to receive any interest or dividends thereon. Such a corporation shall be a membership corporation and not a stock corporation.

This section was derived from the Membership Corporations Law of 1895, § 111.

§ 162. Property. All sums over the necessary expenses of such corporation and over and above the amount necessary to discharge the principal and interest on any mortgage or bond issued by it shall be held by the directors as a fund for the purchase of memorials, preservation of relics and historial evidences and trophies, and for charity to Union veterans, their families or descendants.

This section was derived from the Membership Corporations Law of 1895, § 112.

173.

Property; erection of monuments.

Improvement taxes.

Transfer of moneys from unincorporated association to incorporated association in same place.

§ 170. Certificate of incorporation. Three or more persons may become a corporation for the purpose of erecting a monument, monuments or memorial, including a memorial hall building, to perpetuate the memory of the soldiers and sailors who served in defense of the Union in the war of the rebellion, or in the army or navy of the United States in the late war with Spain, or in the army or navy of the United States in any war in which the government of the United States has been engaged, including the American revolution on the side of the Colonies; such monument or memorial alike to perpetuate the memory of those soldiers and sailors, who, since rendering such military or naval service have become resident of and die in the town, city or county in which such monument or memorial is erected; by making, acknowledging and filing a certificate, stating the particular object for which the corporation is to be created; the name of the proposed corporation; the number of its directors, not less than six nor more than twelve; the names and places of residence of the persons to be directors until the first annual meeting, and the time for holding its annual meetings. Such certificate 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 corporation in accordance with the provisions of such certificate.

This section was derived from the Membership Corporations Law of 1895, § 120, as amended by L. 1905, ch. 411, § 1.

Term "certificate of incorporation": see GENERAL CORPORATION LAW, § 3, subd. 7.

Qualifications of incorporators and filing and recording certificates of incorporation: see GENERAL CORPORATION LAW, §§ 4, 5.

*This article was article 10 (§§ 120-123) of the Membership Corporations Law of 1895.

8171

Soldiers' Monument Corporations

L. 1909, ch. 40

Frauds in organization of corporations: see PENAL LAW, §§ 660, 661. Corporate names generally: see GENERAL CORPORATION LAW, § 6. Unlawful use of certain titles in connection with corporate name: see PENAL LAW, § 666.

§ 171. Property; erection of monuments. Such a corporation may acquire and hold, within the county in which its certificate of incorporation is recorded, not more than five acres of land to be used exclusively for the erection of a suitable monument or monuments or other memorial to perpetuate the memory of the soldiers and sailors who served in defense of the Union in the war of the rebellion, or who served in the army or navy of the United States in the late war with Spain, or in the army or navy of the United States in any war in which the government of the United States has been engaged, including the American revolution on the side of the Colonies; such monument or memorial alike to perpetuate the memory of those soldiers and sailors who, since rendering such military or naval service, have become resident of and die in the town, city or county in which such monument or memorial is erected. Such a corporation may erect any such monument, monuments or memorial upon any public street, square or ground of any town, city or village, with the consent of the proper officers thereof, or may purchase or accept the donation of land suitable for that purpose; and may take and hold the property given, devised or bequeathed to it in trust, to apply the same or the income or proceeds thereof for the erection, improvement, embellishment, preservation, repair or renewal of such monument, monuments or memorial, or of any structure, fences or walks upon its lands, or for planting or cultivating trees, shrubs, flowers and plants, in and around or upon its lands, or for improving or embellishing the same in any manner consistent with the design and purposes of the association, according to the terms of such grant, devise or bequest. It may take by gift or purchase any lots or lands in any cemetery within such county to be used and occupied exclusively for the burial of honorably discharged soldiers and sailors who served in either of such wars, and for the erection of suitable monuments or memorials therein. A town clerk or the board of trustees of a village shall, upon the petition of twenty-five resident taxpayers, submit to a biennial town meeting or village election, as the case may be, a proposition to raise by taxation a sum stated therein, not exceeding five hundred

L. 1909, ch. 40

Soldiers' Monument Corporations

88 172, 173

dollars in any one year, for the purpose of erecting such a monument, or contributing to the expense of such a monument, erected by a corporation under this section, or for repairing or improving the same and the grounds thereof; and such tax shall be levied in the manner prescribed by law for levying general taxes in such town or village, and when raised shall be applied to the purposes specified in such proposition.

The property of any corporation formed pursuant to laws of eighteen hundred and sixty-six, chapter two hundred and seventythree, as amended by laws of eighteen hundred and eighty-eight, chapter two hundred and ninety-nine, shall be exempt from levy and sale on execution, and from all public taxes, rates and assessments, and no street, road, avenue or thoroughfare shall be laid through the lands of such association held for the purposes aforesaid without the consent of the trustees of such corporation, except by special permission of the legislature of the state.

This section was derived from the Membership Corporations Law of 1895, § 121, as amended by L. 1905, ch. 411, § 2; and from L. 1888, ch. 299, § 1, subd. 5.

Exemption from taxation: see TAX LAW, § 4.

Acquisition of lands for erection of monuments: see GENERAL MUNICIPAL LAW, § 72.

Erection of soldiers' monument in counties: see COUNTY LAW, § 40.

§ 172. Improvement taxes. A tax may be levied and collected on the taxable property in a town, village or city in which such monument, monuments or other memorial may be erected, for the purpose of repairing or improving the same and the grounds thereof; and such tax shall be levied in the manner prescribed by law for levying general taxes in such town, village or city.

This section was derived from the Membership Corporations Law of 1895, § 122.

§ 173. Transfer of moneys from unincorporated association to incorporated association in same place. Any unincorporated association which shall have been organized solely for the purpose of raising funds to be devoted to the erection of a monument or memorial to perpetuate the memory of the soldiers and sailors who served in the defense of the Union in the late war may, by a majority vote of all its members who shall be present and voting at a meeting thereof, called as in this section provided, transfer to and vest in any incorporated association which shall have been