The supreme court may, upon due cause shown, and proof made, and upon notice to the attorney-general, and to such other persons as the court may direct, and upon such terms and conditions as it may impose, amend any certificate of incorporation which fails to express the true object and purpose of the corporation, so as to truly set forth such object and purpose.

When an amended or supplemental certificate is filed, an entry shall be made upon the margin of the index and record of the original certificate of the date and place of record of every such amended certificate.

The amendment of a certificate under this section shall be without prejudice to any pending action or proceeding, or to any rights previously accrued.

§ 8. Lost or destroyed certificates. If either of the certificates of incorporation shall be lost or destroyed after filing, a certified copy of the other certificate may be filed in the place of the one so lost or destroyed and as of the date of its original filing, and such certified copy shall have the same force and effect as the original certificate had when filed.

§ 9. Certificate and other papers as evidence; evidence of consolidation. 1. The certificate of incorporation of any corporation duly filed shall be presumptive evidence of its incorporation, and any amended certificate or other paper duly filed or recorded relating to the incorporation of any corporation or its existence or management, and containing facts required or authorized by law to be stated therein, shall be presumptive evidence of the existence of such facts.

2. Whenever, by the laws of any other state or territory, or the dominion of Canada, a copy of the certificate of organization or incorporation or any other certificate, certified or exemplified by any officer or officers in such state or territory or dominion, is or shall be prima facie evidence of the due formation, creation, existence, organization or capacity of any corporation or joint-stock or joint-stock company, created, organized or located in such state, territory or dominion, or claiming so to be, such certificate or certificates, duly exemplified, or a duly exemplified copy thereof, shall be received in all actions and proceedings in this state, in or before all courts and officers, with the same

force and effect in all respects as prima facie evidence as aforesaid, as in such other state, territory or dominion.

3. Where two or more corporations have been or shall hereafter be consolidated and merged into a new corporation, a certificate of the secretary of state under his official seal concisely stating the names of the respective corporations consolidated, the dates of the filing of the certificates respectively of the incorporation of such corporations in his office, the object for which they were formed, including the nature and locality of their business as set forth in their respective incorporation papers on file in his office, the date of the filing of the consolidation agreement and other proceedings in his office, the name of the new corporation formed by such consolidation and merger, the term of its corporate existence, the place where its principal office is situated and the amount of its capital stock, shall be presumptive and prima facie evidence in all actions and special proceedings for all purposes of the incorporation of the corporations so consolidated, the incorporation of the new corporation by such consolidation and merger from the date of filing of said consolidation agreement and proceedings, and of the other facts so certified by him.

§ 10. Limitation of powers; provisions of certificate.-1. No corporation shall possess or exercise any corporate powers not given by law, or not necessary to the exercise of the powers so given.

2. The certificate of incorporation of any corporation may contain any provision for the regulation of the business and the conduct of the affairs of the corporation, and any limitation upon its powers, or upon the powers of its directors and stockholders, which does not exempt them from the performance of any obligation or the performance of any duty imposed by law.

1. A corporation has no other powers than those conferred by the act of incorporation, and such as are necessary to carry these powers into effect. The New York Firemen's Ins. Co. v. Sturges, 2 Cow. 664.

2. A State bank cannot enforce an executory contract which it was not authorized by its charter to make. Nassau Bank v. Jones, 95 N. Y. 115, 47 Am. Rep. 14. 3. Where a contract has been fully performed by one of the parties and the corporation has had the benefit thereof, it is estopped to set up the plea of ultra vires as a defense to a suit to recover for services rendered under the contract. Cunningham v. M. S. & F. C. R. R. Co., 63 Hun, 439, 18 N. Y. Supp. 600.

4. Where a contract with a corporation has been executed although ultra vires

the plea thereof is not available as a defense. Schurr v. The N. Y. & Brooklyn Suburban Investment Co., 45 St. Rep. 645, 18 N. Y. Supp. 454.

5. Although ineffectual to bind a corporation when made because ultra vires, a contract may subsequently become obligatory on the corporation if adopted and confirmed by the board of directors. Ib.

6. A manufacturing corporation cannot be an accommodation indorser. Nat. Park Bank v. G. A. M. Co., 116 N. Y. 281, 5 L. R. A. 673, 22 N. E. 567.

7. See Martin v. N. F. & Co., 122 N. Y. 165, 25 N. E. 303.

§ 11. Grant of general powers. Every corporation as such has power, though not specified in the law under which it is incorporated: 1. To have succession for the period specified in its certificate of incorporation or by law, and perpetually when no period is specified. 2. To have a common seal, and alter the same at pleasure.

3. To acquire by grant, gift, purchase, devise or bequest, to hold and to dispose of such property as the purposes of the corporation shall require, subject to such limitations as may be prescribed by law.

4. To appoint such officers and agents as its business shall require, and to fix their compenation, and

5. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and the transfer of its stock, if it has any, and the calling of meetings of its members. Such by-laws may also fix the amount of stock, which must be represented at meetings of the stockholders in order to constitute a quorum, unless otherwise provided by law. By-laws duly adopted at a meeting of the members of the corporation shall control the action of its directors. No by-law adopted by the board of directors regulating the election of directors or officers shall be valid unless published for at least once a week for two successive weeks in a newspaper in the county where the election is to be held, and at least thirty days before such election. Subdivisions four and five of this section shall not apply to municipal corporations.

1. Within the limitations prescribed in its charter, or an express provision of law, every corporation as such, for the purpose of effecting the objects of its incorporation, has the capacity to take and grant property and to contract obligations, and in so doing may deal precisely as an individual. Barry v. Merchants' Exchange Company, 1 Sandf. Ch. 280.

2. The capital stock of a corporation does not limit the amount of property it may own, or liabilities it may acquire. Id.

3. A mere authorization in the charter of a corporation to divide its profits among its stockholders, does not take away the right of retaining and accumulating the profits as a surplus, if it prefers that course to dividing them. Id.

4. It will be presumed that a corporation acted within the scope of its lawful powers in taking or transferring real estate in any instance, although not authorized under all circumstances and for every purpose to do so. Farmers' Loan and Trust Company v. Curtis, 7 N. Y. 466.

5. A corporation authorized to take and hold land, may take the title thereto in fee, though itself created for a limited period. Nicoll v. The New York and Erie R. R. Co., 12 N. Y. 121.

6. The title to land held by a corporation will, in case of the dissolution of the latter, revert to the grantor, unless there be some provision in the charter of the corporation or statute to avert that consequence. Bingham v. Weiderwax, 1 N. Y. 513; 2 Kent's Com. 305; Angell & Ames on Corporations, 128, 129. But see Owen v. Smith, 31 Barb. 641.

7. The General Banking Act invests the stock or shareholders of banks formed under it, with the unconditional right of transferring their stock. This right cannot be interfered with by a by-law or by any act of the directors, except the same be authorized or provided for in the articles of association. The Bank of Attica v. The Manufacturers and Traders' Bank, 20 N. Y. 501; Driscoll v. West Bradley C. & M. Co. et al., 59 id. 96.

8. A corporation cannot be bound by the acts of its agents, when such acts are without the power conferred upon it by its charter. Such contracts, being ultra vires, cannot be made valid by subsequent ratification of the directors or trustees. McCullough v. Moss, 5 Denio, 567. Overruling Moss v. Rossie Lead Mining Co., 5 Hill, 137; Boom v. City of Utica, 2 Barb. 104.

9. Corporations may arbitrate, and a simple resolution to that effect at a meeting of the corporation is sufficient. The form of submission is a matter of indifference, and need not be under seal. Brady v. Mayor of Brooklyn, 1 Barb. 584.

Citing The Mayor, etc., of New York v. Butler, 1 Barb. 325.

10. Associations formed under the General Banking Act are corporations by virtue of certain corporate attributes conferred on them by that act Private bankers, however, possess none of the powers peculiar to corporations, but are only relieved from certain provisions of the Restraining Acts. Bank of Havana v. Magee, 20 N. Y. 355. Citing Codd v. Rathbone, 19 N. Y. 37.

11. This section does not establish any rule inconsistent with the presumption that a corporation, being an artificial person, is capable of making every contract a natural person could make. Feeny v. People's Fire Ins. Co., 2 Robt. 599. 12. Corporations may enter into contracts in the same manner as individuals, and within the restrictions imposed by their charter or necessary implication, have the same powers with respect thereto. Brady v. Mayor of Brooklyn, 1 Barb. 584; Bank of Columbia v. Patterson, 7 Cranch, 299, 3 L. ed. 351; Mott v. Hicks, 1 Cow. 519, 13 Am. Dec. 550.

13. "Where a corporation relies upon a grant of power from the legislature, for authority to do an act, it is as much restricted to the mode prescribed by the statute for its exercise, as to the thing allowed to be done." WELLES, J. Farmers' Loan and Trust Co. v. Carroll, 5 Barb. 649.

14. Corporations created in one State may transact such business as their charters authorize, in another State, provided the transaction of such business is not contrary to the known policy of that State, and is not injurious to its public interests; and contracts growing out of such transactions may be enforced,

if not otherwise unlawful."

482.

Mumford v. American Life and Trust Co., 4 N. Y.

Citing 13 Peters, 520, 10 L. ed. 274; 4 How. 16, 11 L. ed. 855.

15. Associations formed under the Act of 1828, "to authorize the business of banking," are moneyed corporations, and as corporations are such to all intents and purposes. "Such associations are subject to all general laws relating to moneyed corporations, not in conflict with the one under which they were created.” GARDINER, J. Talmage v. Pell, 7 N. Y. 340, 341. Citing Gillet v. Moody, 3 id. 485.

§ 12. Enlargement of limitations upon the amount of the property of non-stock corporations. If any general or special law heretofore. passed, or any certificate of incorporation, shall limit the amount of property a corporation other than a stock corporation may take or hold, such corporation may take and hold property of the value of six million dollars or less, or the yearly income derived from which shall be six hundred thousand dollars or less, notwithstanding any such limitations. In computing the value of such property, no increase in value arising otherwise than from improvements made thereon shall be taken into account.

(As amended by L. 1909, ch. 276.)

§ 13. Acquisition of additional real property. When any corporation, except a life insurance corporation, shall have sold or conveyed any part of its real property, the supreme court may, notwithstanding any restriction of a general or special law, authorize it to purchase and hold from time to time other real property, upon satisfactory proof that the value of the property so purchased does not exceed the value of the property so sold and conveyed within the three years next preceding the application.

Any domestic

§ 14. Acquisition of property without the state. corporation transacting business in other states or foreign countries may acquire and dispose of such property as shall be requisite for such corporation in the convenient transaction of its business. Any domestic corporation establishing or maintaining a charitable, philanthropic or educational institution within this state may also carry on its work and establish or maintain one or more branches of such institution or an additional institution or additional institutions in any other state, the District of Columbia or in any part of the territories or dependencies of the United States of America or in any foreign country and for either of said purposes may take by devise