3 General Provisions L. 1909, ch. 40 ARTICLE 2 * GENERAL PROVISIONS RELATING TO MEMBERSHIP CORPORATIONS Section 3. Relation of article two to the other articles of this chapter. 4. Extension of corporate purposes by supplemental certificates. 5. Incorporation of unincorporated associations. 6. Re-incorporation of membership corporations. 8. By-laws. 9. Members. 10. Directors and trustees. 11. Powers, duties and liabilities of directors. 12. Prohibitions on officers. 13. Purchase, sale, mortgage and lease of real property. 14. Changing number of directors. 15. Changing time of annual meetings. 16. Visitation of supreme court. 17. Reports to comptroller by corporations receiving state moneys. 20. Appointment of special policemen. 21. Trespass punished. 22. Oath of policemen. 23. Shield. 24. Compensation. § 3. Relation of article two to the other articles of this chapter. If in any other article of this chapter, there be a provision in conflict with any provisions of this article, such provisions of such other article shall prevail. If in any other article of this chapter, there be a provision relating to a matter embraced in this article, but not in conflict therewith, such provision in such other article shall be deemed to be additional to the provision in this article relating to the same subject-matter, and both provisions shall, in such case, be applicable. This section was derived from the Membership Corporations Law of 1895, § 3. *This article was article 1 (§§ 3-17) of the Membership Corporations Law of 1895. Sections 18 and 19 were repealed by L. 1911, ch. 857. § 4. Extension of corporate purposes by supplemental certificates. A membership corporation, created under or by a general or special law for purposes for which a corporation may be created under any article of this chapter may, from time to time extend its corporate purposes so as to include any other purpose for which a corporation may be created under such article by filing in the offices in which its original certificates of incorporation, if any, are filed, or otherwise in the offices in which original certificates of incorporation for such purposes are required to be filed, a copy of a resolution in favor of such extension, certified by the president and secretary of the corporation to have been duly adopted by the concurring vote of a majority of the members of the corporation present at an annual meeting, or a special meeting duly called for that purpose; and a certificate signed and acknowledged by a majority of the directors of the corporation, in pursuance of such resolution, with the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court, and if the care of orphan, pauper or destitute children be included among such corporate purposes, with the additional approval indorsed thereupon or annexed thereto, of the state board of charities. This section was derived from the Membership Corporations Law of 1895, § 4, as amended by L. 1902, ch. 341, § 1. Amended and supplemental certificates: see GENERAL CORPORATION LAW, § 7. Extension of corporate existence: see GENERAL CORPORATION LAW, § 37. Effect of extension: see GENERAL CORPORATION LAW, § 41. Approval of certificates of extension and when required: see GENERAL CORPORATION LAW, § 39. Elimination of existing powers.- Under this section a corporation is not entitled so to amend its certificate as both to gain new corporate powers and eliminate some of its existing powers. Op. Atty.-Gen. (1911) 460. Payment of annuities.—A corporation organized under section 40 cannot extend its purposes so as to include the "accumulation, maintenance and application of a pension fund" for the purpose of paying annuities to its members. Op. Atty.-Gen. (1907) 284. Amendment of charter." Membership corporations may amend their charters under section 7 of the General Corporation Law. It is true that under that section, if an amended certificate is sought to be filed without notice to the attorney-general, such amendment must be limited to the correction of informalities, defects or striking out unauthorized matter; but, when formal application is made to the court upon notice to the attorney-general and to such other persons as the court may direct, then, upon due cause shown and on such terms and conditions as may be deemed just, the certificate may be amended in respect to its objects and purposes." Matter of Creditor's Audit, etc., Ass'n, (1911) 72 Misc. 461, 131 N. Y. S. 263. See Gen. Corp. Law, § 7. §§ 5, 6 General Provisions L. 1909, ch. 40 § 5. Incorporation of unincorporated associations. An unincorporated club, society or association organized for purposes for which a corporation may be created under any article of this chapter, may, by the unanimous vote of all its members present and voting at a regular or regularly called meeting thereof, authorize its directors to incorporate for the same purposes, under such article, with a corporate name adopted by such meeting, if notice of the intention so to incorporate be given at least thirty days before such meeting, personally or by mail, to each member of such association whose residence or post-office address is known. On such incorporation, the members of such previously unincorporated club, association or society shall become members of such corporation, and all of the property of such unincorporated club, society or association, or held by any person for its use or benefit, shall vest in and become the property of such corporation, subject to be taken in payment of all claims against such unincorporated club, society or association, or against any of the members thereof as such members, or by reason of their membership therein, the same as if such incorporation had not taken place. This section was derived from the Membership Corporations Law of 1895, § 5. Corporate names and change of name: see GENERAL CORPORATION LAW, 6; 60 et seq. Execution of certificate.-An unincorporated association which takes advantage of this section is not required, on making its certificate of incorporation, to have all of its directors physically joined therein. Op. Atty.Gen. (1913) 464. 66 Property rights on incorporation." To transfer the property of an unincorporated association to the same association, incorporated, requires the unanimous vote of the members present at a meeting duly called for that purpose." This requirement suggests how important a step is the incorporation of an unincorporated association and how carefully property rights are recognized and guarded." Koprucki v. Wojciechowski, (1911) 73 Misc. 46, 130 N. Y. S. 736. The incorporation of a voluntary alumni association pursuant to this section, makes the corporation so formed the successor to whatever rights the association had in a fund raised by it and transferred in trust on certain terms and conditions with respect to the establishment of a professorship, and the corporation is therefore entitled to specific performance of such trust. Associated Alumni, etc., v. General Theological Seminary, (1900) 163 N. Y. 417, 57 N. E. 626, modifying 26 App. Div. 144, 49 N. Y. S. 745. 6. Re-incorporation of membership corporations. A membership corporation created by special law for purposes for which a corporation may be created under any article of this chapter, may, by the unanimous vote of all its members present and voting at a regular or regularly called meeting thereof, authorize its directors to re-incorporate with the same corporate name, for the same purposes under such article. Such re-incorporation shall not effect a dissolution of the corporation, but shall be deemed a continuation of its corporate existence, without affecting its property rights, or its liabilities, or the liabilities of its members or officers as such, but thereafter it shall have only such other rights, powers and privileges, and be subject only to such other duties and liabilities as a corporation created for the same purposes under such article. This section was derived from the Membership Corporations Law of 1895, § 6. Paper to be filed upon reincorporation: see GENERAL CORPORATION LAW, § 18. When reincorporation effective and effect thereof: see GENERAL CORPORATION LAW, § 19. Result of reincorporation. It has been held that a reorganization under the similar provisions of the Business Corporations Law does not result in the formation of a new corporation. Matter of Kansas City Smelting, etc., Co., (1897) 13 App. Div. 50, 43 N. Y. S. 51. See also Polk v. Mutual Reserve Fund Life Ass'n, (1907) 207 U. S. 310, 28 S. Ct. 65, 52 U. S. (L. ed.) 222. § 7. Consolidation. Any two or more membership corporations, incorporated under or by general or special laws, for kindred purposes, being purposes for which a corporation may be formed under any article of this chapter, may enter into an agreement for the consolidation of such corporations setting forth the terms and conditions of consolidation, the name of the proposed corporation, the number of its directors, the time of the annual election and the names of the persons to be directors until the first annual meeting. Each corporation may petition the supreme court for an order consolidating the corporation, setting forth in such petition the agreement for consolidation, a statement of all its property and liabilities and the amount and sources of its annual income. Before the presentation of the petition to the court, the agreement and petition must be approved by three-fourths of the votes lawfully cast at a meeting of each corporation, separately and specially called for that purpose, which approval, duly verified by the chairman and clerk of such meeting, shall be annexed to the petition. On presentation of the petition, the certificate of approval and the agreement for consolidation, and on such notice $ 7 General Provisions L. 1909, ch. 40 to interested parties as the court may prescribe, and after hearing such interested parties as desire to be heard, the court may make an order for the consolidation of the corporations on such terms and conditions as it may prescribe. When such order is made and duly entered, such corporation shall become one corporation by the name designated in the order, and be subject only to such duties and obligations as a membership corporation formed under this chapter for the same purposes; and all the property belonging to the corporations so consolidating, shall be vested in and transferred to the new corporation, which shall be subject to all the liabilities of the former corporations, to the same extent as if they had been contracted or incurred by it. But a corporation for the prevention of cruelty to children or animals shall not consolidate with any other corporation, except with a corporation which itself has been formed by the consolidation of a corporation for the prevention of cruelty to children with a corporation for the prevention of cruelty to animals, or by the consolidation of either or both of said last mentioned corporations with a corporation for the prevention of cruelty to children and to animals. This exception shall not apply to the counties of New York, Kings, Queens, Nassau, Suffolk, Richmond, Westchester and Oneida. In the county of Erie a corporation for the prevention of cruelty to children may consolidate with a corporation organized for the care, protection and shelter of friendless and vagrant children. This section was derived from the Membership Corporations Law of 1895, § 7, as amended by L. 1906, ch. 493, § 1. It was amended to read as above by L. 1916, ch. 421. This amendment added the last sentence to the section. Merger of corporations: see STOCK CORPORATION LAW, § 15. What corporations may consolidate.— In Matter of Young Women's Ass'n, (1915) 169 App. Div. 734, 155 N. Y. S. 838, it was held that the Young Womans Association of Troy, a corporation organized under L. 1848, ch. 319, could consolidate with the Young Women's Christian Association of the City of Troy organized under article 8 of this Act, although the latter corporation was composed exclusively of persons conforming to the Protestant faith while some of the members of the former were of a different faith. It has been held that a membership corporation could not legally consolidate with a religious corporation organized under L. 1813, ch. 60, as provided in former section 12 (now section 13) of the Religious Corporation Law, as the former was not in any sense a religious corporation. Selkir v. Klein, (1906) 50 Misc. 194, 100 N. Y. S. 449. Injunction to restrain consolidation.-A preliminary injunction having been granted restraining the consolidation of two corporations, the Court of Appeals refused to dissolve the same on appeal, as the case was not one in which it was clear that the plaintiff was not by settled adjudication entitled to final relief. Young v. Rondout, etc., Gaslight Co., (1891) 129 N. Y. 57, 29 N. E. 83. |