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§ 244

Veterinary Associations

L. 1909, cha 40

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, 1890, ch. 286, 8 6.

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L. 1909, ch. 40

Consolidation of Library Corporations

§ 260

ARTICLE 18

CONSOLIDATION OF LIBRARY CORPORATIONS IN NEW YORK CITY

Section 260. Libraries in New York city may agree to consolidate

with other like corporations.
261. Ratification of agreement.
262. Effect of agreement.
263. Property to be vested in new corporation.
264. Rights of creditors.
265. Powers of such corporation.

§ 260. Libraries in New York city may agree to consolidate with other like corporations. Any corporations heretofore or hereafter organized under any general or special laws of this state as a library company, or for the purpose of carrying on any library in the city of New York, may be consolidated with any other corporation or corporations, organized for the same or similar purposes under any general or special law of this state, into a single corporation in the manner following: The respective boards of directors or trustees of the said corporations may enter into and make an agreement for the consolidation of the said corporations, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number of trustees thereof, not less than five or more than twenty-five and the names of the trustees who shall manage the concerns of the new corporation for the first year, and until others shall be elected in their places. If either of the corporations so consolidating shall be a stock company, then the said agreement may either provide that the new corporation shall have no stock or may prescribe the amount of capital of the new corporation and the number of shares of stock into which the same is to be divided, which capital shall not be larger in amount than the fair aggregate value of the property, franchises and rights of the several corporations thus to be consolidated, and the manner of distributing such capital among such consolidated corporations, or the holders of the stock of the same with such other particulars as they may deem necessary.

This section was derived from L. 1892, ch. 541, § 1, as amended by L. 1901, ch. 594, § 1.

Library corporations : see EDUCATION LAW, $8 59, erally, EDUCATION LAW, § 1110 et seq.

1124.

And see gen.

§ 261

Consolidation of Library Corporations

L. 1909, cha 40

$ 261. Ratification of agreement. If any such corporation so consolidated shall have no members or stockholders, other than its directors or trustees, said agreement of its directors or trustees shall be deemed to be the agreement of such corporation. If any such corporation so consolidating shall have members or stockholders other than its directors or trustees, said agreement of its directors or trustees shall not be deemed to be the agreement of such corporation until the same shall have been ratified by a vote of at least two-thirds of the members or two-thirds in interest of the stockholders present and voting in person or by proxy at a meeting of the members or stockholders of such corporation to be called upon a notice of at least thirty days, specifying the time, place and object of such meeting, mailed post-paid to each member or stockholder whose place of residence is known to the secretary and published at least once in each week for four successive weeks in a newspaper published in the city of New York. A sworn copy of the proceedings of any such meeting made by the secretary of the corporation holding the same, and attached to said agreement shall be evidence of the holding and of the action of such meeting in the premises. If any stockholder or member shall, at said meeting of the stockholders or members, or within twenty days thereafter, object to the said consolidation and demand payment for his stock or interest in such corporation, such stockholder or member of said new corporation, if consolidation take effect at any time thereafter, may apply at any time within sixty days after such meeting of the stockholders or members to the supreme court at any special term thereof, held in the county or counties in which said libraries or either of them may be, upon at least eight days' notice to the corporation, for the appointment of three persons to appraise the value of his said stock or interest, and said court shall appoint three such appraisers and shall designate the time and place of the first meeting of such appraisers and give such directions in regard to their proceedings on said appraisement as shall be deemed proper, and shall also direct the manner in which payment for such stock shall be made to such stockholder or member. The court may fill

any vacancies in the board of appraisers occurring by refusal or neglect to serve or otherwise. The appraisers shall meet at the time and place designated, and they or any two of them, after being duly sworn honestly and faithfully to discharge their duties,

L. 1909, cha 40

Consolidation of Library Corporations

$$ 262, 263

shall estimate and certify the value of such stock or interest at the time of such dissent as aforesaid, and deliver one copy of their appraisal to the said new corporation, and another to the said stockholder or member if demanded; the charges and expenses of the appraisers shall be paid by the new corporation. When the new corporation shall have paid the amount of the appraisal as directed by the court, such stockholder or member shall cease to have any

interest in the said stock and in the corporate property of the said corporation, and the said stock or interest may be held or disposed of by the said new corporation.

This section was derived from L. 1892, ch. 541, § 2, as amended by L. 1901, ch. 594, § 2.

§ 262. Effect of agreement. Upon the making of the said agreement, as hereinbefore provided, and the filing of the duplicates or counterparts thereof in the office of the clerk or clerks of the county or counties in which said libraries may be and in the office of the secretary of state, and in the case of any corporations having members or stockholders other than their directors or trustees, upon the ratification of said agreement in the manner above provided, and the filing with said agreement of a verified copy of the proceedings of the meetings of the members or stockholders required by the preceding section, then and immediately thereafter, the said corporations whose boards of directors or trustees shall have united in said agreement shall be merged and consolidated into the new corporation provided for in the said agree ment, to be known by the corporate name therein mentioned, and the details of such agreement shall be carried into effect as provided therein.

This section was derived from L. 1892, ch. 541, § 3, as amended by L. 1901, ch. 594, § 3.

§ 263. Property to be vested in new corporation. Upon the consolidation of the said corporations all and singular the rights, privileges, franchises and interests of any kind belonging to and enjoyed by the said several corporations so consolidating, and every species of property, real, personal and mixed, and things in action thereunto belonging, shall be transferred to and vested in and may be held and enjoyed by such new corporation, without any deed or transfer; and such new corporation shall hold and

§ 264

Consolidation of Library Corporations

L. 1909, ch. 40

enjoy the same, and all rights of property, privileges, franchises and interests of either of the said several corporations, in the same manner and to the same extent as the same were or might have been held and enjoyed by the several corporations so consolidating. Said new corporation shall have power to acquire, hold, possess, enjoy and dispose of all the property, real or personal, of said several corporations so consolidating, and all such additional donations, grants, devises or bequests, subject to all the provisions of law relating to devises or bequests by last will and testament, as may be made in further support of its library, collections and objects, or any of the same; and may make such investments as any of the corporations so consolidating might lawfully make, or as may be authorized by the terms of any such donation, grant, devise or bequest; and any devise or bequest contained in any last will and testament made before or after such consolidation to or for the benefit of any of the corporations so consolidating shall not fail by reason of such consolidation, but the same shall inure to the benefit of the said new corporation; and the title to all real and personal estate, and all rights and privileges acquired and enjoyed by either of the said corporations so consolidating shall not be deemed to revert or to be impaired by such act of consolidation, or anything relating thereto.

This section was derived from L. 1892, ch. 541, § 4, as amended by L. 1895, ch, 209, § 4.

§ 264. Rights of creditors. The rights of the creditors of any corporation that shall be so consolidated shall not in any manner be impaired by any act or consolidation, nor shall any liability or obligation for the payment of any money now due or hereafter to become due to any person or persons, or any claim or demand in any manner, or for any cause existing against any such corporation, or against any stockholder thereof, be in any manner released or impaired, but such new corporation is declared to succeed to such obligation and liabilities and to be held liable to pay and discharge all such debts and liabilities of each of the corporations that shall be so consolidated in the same manner as if such new corporation had itself incurred the obligation or liability to pay such debt or damages; and the stockholders of the respective corporations so entering into such consolidation shall continue subject to all the liabilities, claims or demands

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