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§ 173

Soldiers' Monument Corporations

L. 1909, ch. 40

organized under a general statute, or under the foregoing sections of this article for the sole purpose of erecting a like monument or memorial in the same town or village where such unincorporated association is located, any or all money which it shall have accumulated for such object, except as hereinafter provided, provided that such transfer does not conflict with any provision of the constitution or by-laws of such association, and that it shall be made and the money so transferred shall be accepted by such incorporated association in trust to apply the same, or the income thereof, exclusively for the purposes mentioned in section one hundred and seventy-one of this article. Any member of such unincorporated association who shall have contributed individually to the fund so raised, and paid such contribution into the treasury of such association, the same appearing upon the books of the treasurer, shall be entitled to demand and receive the amount of such contribution from the treasurer of such association, in case such transfer shall be made and before the same shall be consummated, upon filing with the president or secretary of such unincorporated association his or her affidavit to the effect that he or she has not approved of such transfer by vote or otherwise. No vote upon the question of transferring the funds of such unincorporated association as hereinbefore provided for shall be had or taken except at a meeting of such association especially called for that purpose by the president or secretary or other managing officer thereof, upon notice given at least ten days before the time fixed for such meeting, personally or by mail to each member of such association whose residence or post-office address is known, which notice shall state the object of the meeting to be the consideration of making such transfer pursuant to this section.

This section was derived from the Membership Corporations Law of 1895, § 123, as added by L. 1897, ch. 327, § 1.

L. 1909, cha 40

Boards of Trade

180

ARTICLE 12*

BOARDS OF TRADE

Section 180. Certificate of incorporation. 181. Annual assembly or convention of corporations

formed hereunder of more than five thousand

members. 182. Boards of trade heretofore incorporated, which

have issued capital stock.

$ 180. Certificate of incorporation. Five or more persons may form a corporation commonly called a board of trade or exchange, or a building exchange or association, for the purpose of fostering trade and commerce, or the interests of those having a common trade, business, financial or professional interest, to reform abuses relative thereto, to secure freedom from unjust or unlawful exactions, to diffuse accurate and reliable information as to the standing of merchants and other matters, to procure uniformity and certainty in the customs and usages of trade and commerce, and of those having a common trade, business, financial or professional interest; to settle differences between its members, and to promote a more enlarged and friendly intercourse between business men, 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 situated; the number of its directors, not less than five; the names and places of residence of the persons to be its directors, until its 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.

This section was derived from the Membership Corporations Law of 1895, § 130.

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

* This article was article il (S$ 130, 130a, 131) of the Membership Corpora

Term

tions Law of 1895.

§ 181

Boards of Trade

L. 1909, ch. 40

organization of corporations : see PENAL LAW, $8 660, 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 board of trade, or stock exchange as taxable property: see Ann. Cas. 1915C 542 note; 50 L. R. A. (N. S.) 255 note. Property rights in market quotations: see 7 L. R. A. (N. S.) 889 note. Compulsory service by board of trade: see 15 L. R. A. 322 note. Validity of rule of requiring submission of disputes to arbitration: see 2 L. R. A. (N. S.) 672 note. Review of decisions against members: see 49 L. R. A. 358 note.

Collection agencies.- On an application to the attorney-general for the institution of an action by him “ to vacate the charter and annul the corporate existence of the National Jewelers Board of Trade," a corporation organized under article XII by consolidation pursuant to the provisions of section 7, he said, “I am convinced and accordingly report that a membership corporation, organized under the present statute or under statutes predecessor thereto, cannot for pecuniary gain conduct a collection agency. I believe that such an enterprise is entirely foreign to the purpose of the law authorizing the organization of boards of trade, is not incidental to the proper exercise of powers of such corporations, and can only be pursued in corporate form pursuant to the provisions and under the limitations of power prescribed by the Business Corporations Law.” Op. Atty.-Gen. (1914) 349, 354.

Consideration for contract with chamber of commerce.- In Wilkinson v. Kingston Chamber of Commerce, (1911) 73 Misc. 141, 130 N. Y. S. 676, it was held that an offer of the defendant, a chamber of commerce, organized, among other things, to foster trade and commerce and to encourage business enterprises to locate in the city of Kingston, to pay the plaintiff a certain sum if he would sell a parcel of property for a given amount, was supported by sufficient consideration as the sale was to a certain extent for the benefit of the defendant.

Exchange seat as property. A seat in the New York Cotton Exchange is a valuable property right and as such passes to a receiver in proceedings supplementary to execution. Powell v. Waldron, (1882) 89 N. Y. 328, 42 Am. Rep. 301, § 180.

$ 181. Annual assembly or convention of corporations formed hereunder of more than five thousand members. Any corporation formed under the provisions of this article having no capital stock and composed of more than five thousand members may, in place of holding an annual meeting of all its members, provide in its constitution and by-laws for an annual election by its members, of representatives or delegates, either at large or from special districts, or in any other manner not contrary to law; and in such case, no annual meeting of the members shall be held. Such delegates or representatives, when assembled under the name and in the manner directed by the constitution and by-laws of the corporation, shall have and may exercise all the powers, rights and privileges of an annual meeting of the corporation. The time and place of holding such annual assembly or convention may be prescribed in the constitution or by-laws of the corporation, and

L. 1909, cha 40

Boards of Trade

$ 182

changed from time to time. The annual assembly or convention may be held without the state.

This section was derived from the Membership Corporations Law of 1895, § 130a, as added by L. 1907, ch. 61.

§ 182. Boards of trade heretofore incorporated, which have issued capital stock. A board of trade, incorporated prior to September first, eighteen hundred and ninety-five, under a law repealed by this chapter, which had issued capital stock prior to said date, entitling the holders of the shares thereof to dividends from the profits of the corporation, shall be subject to the provisions of the business corporations law, the stock corporation law and the general corporation law, and not to the provisions of this chapter.

This section was derived from the Membership Corporations Law of 1895, $ 131.

§ 190

Agricultural and Horticultural Corporations L. 1909, ch. 40

ARTICLE 13*

AGRICULTURAL AND HORTICULTURAL CORPORATIONS

Section 190. Certificate of incorporation.

191. Restrictions on the formation of corporations.
192. Annual fairs and premiums.
193. Police and magistrates on exhibition grounds.
194. Capital stock.
195.

Annual report.
196. Membership in state society.
197. Exhibitions and entertainments on fair grounds to

be exempt from license.

§ 190. Certificate of incorporation. Ten or more persons may form a county or town agricultural corporation for promoting agriculture, horticulture and the mechanic arts, by making, acknowledging and filing a certificate, stating the particular objects for which the corporation is to be created; the territory 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 six or more than twelve; the names of the persons to be its directors until its 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.

Any such agricultural corporation or any other agricultural society organized under the laws of this state shall have the right to buy or lease any lands or real estate necessary or needed for its purposes. In case any agricultural corporation or any other agricultural society which has received moneys from the state, for premiums paid for improving the breed of cattle, sheep and horses, or has acted as agent for the state in disbursing moneys for such purpose can not purchase or acquire such lands or real estate upon satisfactory terms, then such agricultural corporation or agricultural society may acquire such lands or other real estate necessary

* This article was article 12 ($$ 140-146a-148) of the Membership Corpora

tions Law of 1895.

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