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L. 1909, ch. 40

Hospital Corporations

§ 130

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hospital corporation is not invalidated by reason of a statement therein that its objects shall be to erect, establish and maintain a hospital and dispensary simply because it specifies an intention to receive persons who wish to pay for treatment. Matter of Roche, (1907) 53 Misc. 187, 104 N. Y. S. 601.

Practice of optometry.-A corporation cannot be organized under this section for the purposes of practicing optometry. Op. Atty.-Gen. (1913) 401.

Practice of medicine without license. In a prosecution under L. 1907, ch. 344, § 15, which provides that “any person not a registered physician, who shall advertise to practice medicine, shall be guilty of a misdemeanor,” it was held that an institution of the character specified in this section “possessing legislative authority to practice medicine by means of its staff of registered physicians and surgeons, comes under the direct sanction of the law in so doing, and by the plainest implication under well-settled rules of statutory construction relating to enactments dealing with the same general subject-matter are excepted from the operation of the statute above quoted People v. John H. Woodbury Dermatological Institute, (1908) 192 N. Y. 454, 85 N. E. 697, affirming 124 App. Div. 877, 109 N. Y. S. 578. See also William Messer Co. v. Rothstein, (1908) 129 App. Div. 215, 113 · N. Y. S. 772, affirmed (1910) 198 N. Y. 532 mem.

Violation of Public Health Law.-A person advertised under his trade name and issued cards as follows: “Card for free examination. Medical and surgical office of the Standard Pharmacy Co., 321–323 Bowery, corner 2d Street, New York, “To the Doctor:

“Please make examination and give medical advice to Bearer, who is now using

and charge same to Standard Pharmacy Co. Per

Make no charge to holder of card." (On the reverse side): “ Office hours Daily, 12.30 to 2; evenings, 5 to 6.30 [and] 8 to 9; Sundays, 12 to 2.” He was held guilty of holding himself out,

as being able to diagnose and treat diseases," and therefore guilty of a violation of Public Health Law, section 174. People v. City Prison, (1915) 168 App. Div. 240, 152 N. Y. S. 977.

Liability for negligence.— The doctrine of respondeat superior was held not to apply to a hospital corporation organized under L. 1889, ch. 95, for benevolent purposes and not for profit, although it received compensation from some of its patients. Consequently one who was injured through the negligence of an ambulance driver could not maintain an action against the corporation on account thereof. Noble v. Hahnemann Hospital, (1906) 112 App. Div. 663, 98 N. Y. S. 605. A hospital rendering services as a charitable institution open to the public is not liable for injuries sustained by a patient as a consequence of the negligence of one of its nurses, where it has exercised due care in the selection of the nurse. Ward v. St. Vincent's Hospital, (1898) 23 Misc. 91, 50 N. Y. S. 466, reversed, on construction of complaint, 39 App. Div. 624. Nor, where minor convicts committed to a charitable institution by the state, is such institution liable for injury to such an inmate caused by failure to instruct him in the use of a machine. Corbett v. St. Vincent's Industrial School, (1903) 177 N. Y. 16, affirming 79 App. Div. 334, 79 N. Y. S. 369. But it seems that a charitable corporation is liable for the negligence of its servants which results in injury to persons who are not patients or beneficiaries of the institution. Kellogg v. Church Charity Foundation, (1908) 128 App. Div. 214, 112 N. Y. S. 566. See also Hordern v. Salvation Army, (1910) 199 N. Y. 233, 92 N. E. 626, 39 A. S. R. 889, 32 L. R. A. (N. S.) 62, reversing 131 App. Div. 900, 115 N. Y. S. 1125. And a charitable hospital maintaining a pay department may be liable under a contract with a pay patient for negligence of a nurse. Ward v. St. Vincent's Hospital, (1899) 39 App. Div. 624, reversing 23 Misc. 91, 50 N. Y. S. 466.

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§ 130

Hospital Corporations

L. 1909, ch. 40

Validity of grant of land to hospital by city.-A grant of land by a city to a hospital corporation organized to give medical and surgical aid to persons of the Jewish persuasion, is void under section 10 of article 8 of the State Constitution which provides that no city shall give any property to or in aid of any individual association or corporation. Mt. Sinai Hospital v. Hyman, (1904) 92 App. Div. 270, 87 N. Y. S. 276.

Validity of bequest.—A bequest to the treasurer of a hospital in trust for the purposes of the institution was valid under L. 1903, ch. 623, which referred exclusively to a bequest or devise made directly to and not in trust for the legatee or devisee. In re Beaver, (1909) 62 Misc. 155, 116 N. Y. S. 424.

Cited. This section was cited in Matter of Berry, (1913) 154 App. Div. 509, 139 N. Y. S. 186, affirmed (1913) 209 N. Y. 540 mem. In Op. Atty.-Gen. (1915) 300, the section was cited in connection with the right to incorporate under section 40. See supra, $ 40 note.

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Section 140. Certificate of incorporation.

141. Directors and trustees.
142. Dissolution.
143. Additional directors; trustees.
144. Incorporation of county committees.

§ 140. Certificate of incorporation. Twenty or more men may become a Young men's christian association, and twenty or more women may become a Young women's christian association, for the purposes of improving the spiritual, mental, social and physical condition of young men, or of young women, as the case may be, by making, acknowledging and filing a certificate stating the particular objects for which the corporation is to be formed and the qualifications required for active membership; which objects and qualifications in the case of Young men's christian associations shall conform to the general rules and regulations of and shall be approved by the state executive committee of the Young men's christian associations of this state by the certificate of its chairman indorsed thereon; the name of the proposed corporation; the town, village or city in which its principal office is to be located; the number of directors, not less than three nor more than thirty; the names and places of residence of the persons to be its directors until the first annual meeting; the times for holding its annual meetings; and the names of six trustees, each of whom shall be a member of some Protestant evangelical denomination, and not more than two of whom shall be members of any one denomination, and shall be divided into three classes to hold office for one, two and three years respectively or until their successors are elected by the board of directors. tificate shall not be filed without the approval of a justice of the supreme court indorsed thereupon or annexed thereto. 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 Young men's christian association incorporated prior to the first day of January,

Such cer

* This article was article 7 (98 90–93) of the Membership Corporations Law of 1895.

§ 140

Christian Associations

L. 1909, cha 40

nineteen hundred and eight, may amend its certificate of incorporation so as to provide for the division of its trustees into three classes to hold office for one, two and three years respectively or until their successors are elected, and for their election by the board of directors of such association. Such amendment shall be made by filing in the offices where the original certificate of incorporation was filed, a certificate stating the date of the incorporation of such association; the names of the trustees thereof; that the board of directors, by a vote of a majority of their number, at a meeting held within sixty days prior to the making of such certificate, divided such trustees into three classes to hold office for one, two and three years respectively from the date of such meeting; the names of the trustees in each class; and the date of the expiration of the term of office of each class of trustees; and that the board of directors, by a like vote, resolved that the successors to such trustees should be elected by such board. The said certificate shall be executed under the seal of the corporation, and shall be acknowledged or proved, in the same manner as a deed to be recorded, by the president and secretary, or the persons exercising for the time being, the duties of such office, who shall also make oath to the truth of the statements therein contained, and upon the filing thereof the terms of office of such trustees shall expire as therein stated, and their successors shall thereafter be elected by the board of directors of such association.

This section was derived from the Membership Corporations Law of 1895, § 90, as amended by L. 1900, ch. 541; L. 1905, ch. 320, § 2; and L. 1908, ch. 36.

Section 140 of the Membership Corporations Law of 1895 is now covered by section 190.

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, $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.

Application of general laws.- It seems that the provisions of this article supplant all previous general laws relating to the creation of Christian associations. Matter of Watson, (1902) 171 N. Y. 256, 63 N. E. 1109, reversing 70 App. Div. 623, 75 N. Y. S. 1134.

Application of Tax Law.-A Young Men's Christian Association is an educational corporation within the meaning of section 221 of the Tax Law as amended, exempting a testamentary gift to such corporations from a transfer

L. 1909, ch. 40

Christian Associations

$$ 141, 142

tax. Matter of Moses, (1910) 138 App. Div. 525, 123 N. Y. S. 443. A Young Men’s Christian Association organized " by virtue of a special act, in which it was stated that its object was to be primarily “the improvement of the moral and spiritual condition of the young men of Brooklyn, by means always appropriate to and in unison with the spirit of the gospel; and, secondarily, the improvement of their intellectual, physical, and social condition by the same means,' is not a religious corporation within the meaning of Tax Law, section 221. In re Fay, (1902) 37 Misc. 532, 76 N. Y. S. 62. Christian associations charitable corporations.

While the word "charity” has a broad meaning, yet when used in connection with a charitable corporation, it must be one whose principal aim is to give of its material substance or time to benefit those who are in need of such assietance, or will be benefited by such gift or expenditure in some other way than simply by an improvement of morals or bringing them under the influence of the gospel. Matter of MoCormick, (1911) 71 Misc. 95, 127 N. Y. S. 493.

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§ 141. Directors and trustees. The trustees of such a corporation, with the president of the corporation, shall be a board of trustees thereof, and hold and control the real property of the corporation and all gifts and bequests of money to be held in trust. They shall pay the income of such property to the treasurer of the corporation so long as the income shall be expended by the directors thereof for the purposes for which it was formed.

The real property of such corporation shall not be liable for any debt or obligation contracted without the approval of the board of trustees.

In all proceedings for the purchase, sale, mortgage and lease of real property, the board of trustees of such a corporation shall act as the board of directors thereof.

The directors of such corporation shall have the management and control of its property and affairs, except as such management and control is given by law to the board of trustees thereof.

This section was derived from the Membership Corporations Law of 1895, § 91.

Section 141 of the Membership Corporations Law of 1895 is now covered by section 191.

$ 142. Dissolution. Whenever any association formed under the provisions of this article shall cease to carry out the objects set forth in its certificate of incorporation, according to the general rules and regulations of the state executive committee of Young men's christian associations of this state, or shall abandon or discontinue for one year the use of any of its property for such objects, then upon the application of a majority of the managers

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