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L. 1909, ch. 40 Corporations Not Elsewhere Authorized

88 45–47

§ 45. Board of directors. Whenever otherwise provided by law and as exceptions thereto, the constitution and by-laws of each such corporation may prescribe the quorum of the board of directors; the method of filling vacancies in the board of directors; the continuance of the directors in office until their successors have been severally elected and have accepted their offices; the officers of the corporation who are to execute any agreement or contract authorized by the board of directors; and the character, contents and method of execution of the annual report of the board of directors.

This section was derived from the Membership Corporations Law of 1895, $ 35, as added by L. 1900, ch. 681, § 1.

Section 45 of the Membership Corporations Law of 1895 is now covered by section 65.

§ 46. Special powers. Any such corporation formed for defending the rights of cyclists, facilitating touring and securing the construction and maintenance of good roads and cycle paths by public authority, may prefer a complaint before any court, tribunal or magistrate having jurisdiction for the violation of any law, ordinance or regulation made by public authority and relating to the purposes of the corporation, and may aid in presenting the law and facts to such court, tribunal or magistrate.

This section was derived from the Membership Corporations Law of 1895, § 36, as added by L. 1900, ch. 681, § 1.

Section 46 of the Membership Corporations Law of 1895 is now covered by section 66.

Riding bicycle on sidewalk or foot-path: see PENAL LAW, $ 1909.

§ 47. Special police. Corporations formed for the purpose of providing parks and playgrounds for children in cities, towns or villages may at their own expense appoint and employ police officers, who shall for the purpose of enforcing order and compliance with their rules, have all the powers and authority of the public police officers or patrolmen of the city, town or village wherein such parks or playgrounds may be situated within the limits of their parks or playgrounds and within one thousand feet of the limits thereof, subject however to all laws, ordinances or police regulations of the cities, towns or villages in which such parks and playgrounds may be situated and subject to the

§ 48

Corporations Not Eisewhere Authorized

L. 1909, cha 40

authority of the commissioners, superintendents, captains, sergeants or other superior police officers or authority of the particular district or locality in which the same may be.

This section was derived from L. 1888, ch. 293, & 2.

Section 47 of the Membership Corporations Law of 1895 is now covered by section 67.

§ 48. Annual meetings of corporations organized for benevolent, charitable, or missionary purposes, when may be held without the state. A membership, corporation, organized for benevolent, charitable or missionary purposes, a part of whose membership consists of delegates chosen by churches, societies or other organizations, which are located in other states and which contribute to the funds of such corporation, may hold its annual meeting without the state.

New. Added by L. 1909, ch. 169.

Section 48 of the Membership Corporations Law of 1895 is now covered by section 68.

L. 1909, ch. 40

Cemetery Corporations

8 60




Section 60. Definitions.

61. Certificates of incorporation.
62. Cemeteries in Kings, Queens, Rockland, West-

chester, Nassau, Suffolk and Erie counties.
63. Corporate meetings.
64. Directors.
65. Acquisition of property.
66. Surveys and maps of cemetery.
67. Rules and regulations.
68. Record of burials.

Title and rights of lot owners.
69-a. Lots held in inalienable form.
70. Application of proceeds of sales of lots.
71. Burials and removals.
72. Taxation of lot owners by corporations.
73. Expenses of improving vacated lot.
74. Certificates of indebtedness.
75. Certificates of stock heretofore issued.
76. Private cemetery corporations.
77. Removal of remains to other cemeteries.
78. Family cemetery corporations.
79. Lot owners in unincorporated cemeteries may de-

termine upon incorporating under this article. 80. Meeting to determine such question. 81. Incorporation pursuant to meeting; conveyance of

property to corporation.
82. Sale of land of rural cemetery corporations.
83. Acquisition of land by rural cemetery corporations.
84. Streets or highways not to be laid out through cer-

tain cemetery lands.
85. Record of inscriptions to be filed.
85. Perpetual care of lots.
85. Cemeteries in Nassau county.
86. [Exchange and cancellation of certificates.]

$ 60. Definitions. In this article, the term “burial” includes the act of placing a dead human body in a mausoleum, vault or

§ 61

Cemetery Corporations

L. 1909, ch. 40

other proper receptacle for the dead, as well as in the earth; the term “lot owner


owner of a lot” means any person having a lawful title to the use of a lot, plat or part of either in a ceme tery; and the term "cemetery corporation means any corporation heretofore created for cemetery purposes under a law repealed by this chapter, or hereafter created under this article; but the general term cemetery corporation does not include a family cemetery corporation or a private cemetery corporation. This article does not apply to cemeteries belonging to religious ar municipal corporations.

This section was derived from the Membership Corporations Law of 1895, $ 40.

Duty of burial of dead: see PENAL LAW, § 2211.
Burials on canal lands: see PENAL LAW, § 2221.

Cemeteries of religious corporations : see RELIGIOUS CORPORATIONS LAW, § 6 et seq. Municipal corporations: see GENERAL MUNICIPAL LAW, § 160 et seq. Town cemeteries: see Town LAW, § 330 et seq. Village cemeteries: see VILLAGE LAW, § 290 et seq. Private cemetery corporations : see infra, gʻ 76. Family cemetery corporations : see infra, 78.

Disturbing funerals: see PENAL LAW, $ 2220.

Equitable relief against cemetery as nuisance: see 20 Ann. Cas. 794 note; 5 Ann. Cas. 136 note. Prescriptive right to in cemetery: see 53 L. R. A. 895 note. Use of school grounds for purposes of cemetery: see 31 L. R. A. (N. S.) 595 note.

Liability of cemetery to assessments for local improvements: see Ann. Cas. 1916B 78 note; Ann. Cas. 1912A 1051 note; 44 L. R. A. (N. S.) 57 note.

What constitutes a cemetery corporation.—A corporation, the certificate of incorporation of which“ states its objects, besides conducting a cemetery, to be to manufacture and deal in monuments, the general business of a florist, to construct chapels, buildings, crematories, mausoleums, burial vaults and ornaments; to buy, sell, hold, lease, mortgage, and otherwise dispose of land in the United States and foreign countries; to acquire the right, good will and property of any firm or association and pay for the same in stock or bonds of this company; to own, use and operate trademarks, patents and inventions and issue licenses to others; also to hold stocks and bonds of any corporation and issue in exchange therefor its stocks, bonds or other obligations, and all such powers to be exercised to the same extent 'as a natural person might or could do, and to carry on its operations throughout the states of the United States and elsewhere as principals, agents or otherwise, is not a

cemetery corporation.” Grace v. Repose Mausoleums, (1912) 78 Misc. 213, 139 N. Y. S. 300.

8 61. Certificates of incorporation. Seven or more persons may become a cemetery corporation, by making, acknowledging and filing in the offices of the secretary of state and of the clerk of the county where the cemetery of such corporation, or a part thereof, is to be situated, a certificate specifying each county, town, city and village in which such cemetery or any part thereof is to be situated; the name of the proposed corporation; the times

L. 1909, ch. 40

Cemetery Corporations


of holding its annual meetings; the number of its directors, either six, nine, twelve or fifteen; and the names of the persons to be directors until others are elected in their places, divided into three equal classes, each class to hold office until the first, second and third annual meetings thereafter, respectively.

Such certificate may also specify a percentage of the surplus proceeds of sales of lots, after payment of the purchase price of the real property of the corporation, to be invested as a permanent fund, the income of which shall be used for the improvement, preservation and embellishment of the cemetery grounds, and for no other purpose. 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, § 41.

Section 61 of the Membership Corporations Law of 1895 is now covered by section 79.

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, 88 660, 661.
Corporate names generally: see GENERAL CORPORATION LAW, 8 6.

Unlawful use of certain titles in connection with corporate name: see PENAL LAW, § 666.

Business corporations.—“A business corporation with wide and general commercial powers is not, and cannot claim the rights of, a cemetery corporation.” Grace v. Repose Mausoleums, (1912) 78 Misc. 213, 139 N. Y. S. 300.

§ 62. Cemeteries in Kings, Queens, Rockland, Westchester, Nassau, Suffolk and Erie counties. A cemetery corporation shall not take by deed, devise or otherwise any land in either of the counties of Kings, Queens, Rockland, Westchester, Nassau, Suffolk or Erie for cemetery purposes, or set apart any ground for cemetery purposes in either such county, unless the consent of the board of supervisors thereof, or the board of aldermen of the city of New York as the case may be, be first obtained, which may grant such consent upon such conditions, regulations and restrictions as in its judgment, the public health or the public good may require. Notice of application to any such board for

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