AN ACT 
 
 TO PROVIDE FOR THE 
 
 ORGANIZATION AND REGULATION 
 
 OF CERTAIN 
 
 BUSINESS CORPORATIONS 
 
 PASSED BY THE LEGISLATURE OF NEW YORK, 
 
 JUNE 21, 1875, 
 
 TOGETHER WITH AN 
 
 INTRODUCTION, INDEX, AND APPENDIX OF FORM 
 
 By R. Bach McMaster, Esq., 
 
 OF THE NEW YORK BAR. 
 
 NEW YORK: 
 
 BAKER, VOORHIS & CO., PUBLISHSFS, 
 66 NASSAU STREET. 
 
 1877. 
 
 I 
 
 k 
 

 3^?. i 
 
 Entered, according to Act of Congress, in the year 1875, by 
 BAKER, VOORHIS & CO., 
 
 In the office of the Librarian of Congress, at Washington. 
 
 BAKER & GODWIN, PRINTERS, 
 No 25 Tark Row, New York. 
 

 
 Business Corporations. 
 
 INTRODUCTION. 
 
 In the absence of any decisions of our courts upon the inter¬ 
 pretation or construction of the general Business Corporation 
 Act, a few remarks and suggestions upon its scope and require¬ 
 ments may not be inappropriate in this place. 
 
 The act applies to certain corporations, organized for the 
 carrying on of any lawful business in this State. It expressly 
 excludes from the operation of its provisions Banking, Insurance 
 and Railroad Companies, Savings Banks, Loan and Trust Com¬ 
 panies, and Safe Deposit Companies. It is inapplicable to 
 Plank-road and Turnpike Companies, or Telegraph or Gas-light 
 Companies, requiring the use of public highways or streets, or 
 the right to acquire lands; to Agricultural and Driving Park 
 Associations, requiring the right to appoint policemen; and to 
 other corporations requiring certain special powers. It would 
 also seem to be inapplicable to companies formed for social 
 benevolent, literary, religious or eleemosynary purposes, and to 
 secret or benefit societies. 
 
 It repeals none of the general acts for the formation of cor¬ 
 porations, theretofore passed; but corporations falling within 
 the scope of certain of such previously existing general acts, 
 and also within the scope of the act under examination, have 
 now the choice of organizing either under the former or latter, 
 general act; and if such companies have been already formed 
 under such previously existing general act, they may reorganize 
 under the act we are now considering. 
 
 pi 
 
 
11 
 
 INTRODUCTION. 
 
 The Preliminary Certificate, required by section three, must 
 be made by at least five persons, a majority of "whom must 
 be citizens and residents of this State, and signed and acknowl¬ 
 edged by each. There is no provision for proof by subscrib¬ 
 ing witness. 
 
 Great care is required in the selection of a Corporate 
 Name, since no corporation can be formed under the provisions 
 of this act having the same name as, or a name closely resem¬ 
 bling, that of any existing corporation in this State. As the 
 act provides for two classes of corporations, viz.: full liability 
 companies, and limited liability companies, the preliminary cer¬ 
 tificate must show to which class the proposed corporation is to 
 belong. When of the class of limited liability companies, the 
 word limited must, in all cases, follow and form a part of the 
 corporate name. 
 
 The preliminary certificate should state the exact Object 
 and Nature of the Business to be carried on. It is not 
 sufficient to state that the company is proposed to be formed 
 for manufacturing, or mining, or chemical purposes, but the 
 precise kind and nature of the manufacture, or the kind of ore 
 to be mined, or the kind of medicine or other chemical pro¬ 
 posed to be manufactured, must be fully and definitely stated. 
 
 The second subdivision of section three, requiring the 
 Locality of the Company’s Business to be set forth in the 
 preliminary certificate, when read in connection with the fifth 
 subdivision of the same section, requiring the said certificate to 
 show the Location of the Principal Business Office, prob¬ 
 ably means that under the former subdivision the locality of 
 the company’s mines, quarries, factory, &c., must be stated, in 
 distinction to the statement of its principal business office, re¬ 
 quired under the latter subdivision. Thus if the company 
 were formed for the purpose of mining iron in Essex county, the 
 second subdivision must state that the mines are located in 
 Essex county; and if the principal business office is to be 
 located in New York city, the fifth subdivision must state that 
 fact. The company may change its principal business office, 
 
INTRODUCTION. 
 
 \ 
 
 \ 
 
 Ill 
 
 1 
 
 
 by filing and recording the certificate provided for in section 
 thirty-one, in .the offices of the secretary of State, and of the 
 clerk of the county in which the principal business office is 
 located. 
 
 The Capital Stock of the company can, in no instance ex¬ 
 ceed the sum of two million dollars. Such capital stock must 
 be divided into Shares of not less than twenty-five, nor more 
 than one hundred dollars each. Both the amount of capital 
 stock and the par value of the shares must be definitely stated 
 in the preliminary certificate. The capital stock of the com¬ 
 pany may be increased (not, however, to exceed in the aggre¬ 
 gate the sum of two million dollars), or reduced, by filing a 
 statement of such fact in the offices of the secretary of State and 
 of the clerk of the county in which the principal business office 
 of the company is situated. The act does not provide for the 
 recording of such statement. 
 
 One-half of the capital stock of every “limited liability” 
 company, must be paid in within one year, and the balance 
 within two years after the incorporation of said company; 
 otherwise the company shall be dissolved. Within thirty days 
 after the payment of the last instalment of the capital stock of 
 such company, a certificate thereof must be recorded in the 
 offices of the secretary of State, and of the said county clerk. 
 No provision is made for filing the same. 
 
 The preliminary certificate must fix the Duration of the 
 Company, which, however, cannot exceed fifty years. The cer¬ 
 tificate should not state any particular day or date when the 
 corporation will commence , since the full incorporation is not 
 perfected until the certificate of incorporation is recorded under 
 section seven. The term of the corporate existence, when fixed 
 for a less period than fifty years, may be extended by the mak¬ 
 ing, filing and recording of the certificate required by section 
 twenty-nine, in the offices of the secretary of State, and of the 
 clerk of the county where the principal business office of the 
 company is situated. 
 
IV 
 
 INTRODUCTION. 
 
 Upon the receipt of the license from the secretary of State, 
 the persons named therein must open Books for Subscriptions. 
 These books should be ruled in columns for the date of sub¬ 
 scription, the names of the subscribers, their respective places 
 of residence, the number of shares subscribed by each, and the 
 payment of the ten per cent, thereon. "When the commissioners 
 have received subscriptions of fully one-half of the capital 
 stock, together with the payment of ten per cent, thereon, it 
 becomes their duty to call a Meeting' of the Subscribers, upon 
 at least five days’ written notice to the latter. At such meeting, 
 By-L aws, covering the requirements of section six, must be 
 adopted, and Directors must be chosen from among the sub¬ 
 scribers, owning at least five shares of stock respectively. No 
 provision is made in the act for subscribers voting by proxy at 
 this meeting* and as the right of voting by proxy is not a gen¬ 
 eral right of corporators, it follows that a subscriber cannot 
 vote at this meeting by proxy, but must vote in person. The 
 by-laws must fix the number of directors, which however can¬ 
 not be less than five, nor more than thirteen. Between these 
 limits, the number of directors may be changed. Section ten 
 makes no provision for the making, filing or recording of a 
 certificate of such change, but as a change in the number of 
 directors is in reality an amendment to the by-laws, a copy of 
 such amended by-law should be filed in the offices of the secre¬ 
 tary of State and of the clerk of the county where the principal 
 business office of the company is situated. 
 
 Within ten days after the subscribers’ meeting, the commis¬ 
 sioners are to file a verified record of their proceedings, to be 
 sworn to by the commissioners, or at least a majority thereof, 
 containing a copy of the by-laws and subscription list, and the 
 names of the directors chosen, in the office of the secretary of 
 State. The latter then issues a certificate of incorporation, 
 which must be recorded in the office of the secretary of State 
 and filed and recorded in the office of said county clerk. 
 
 Unless the company is fully organized within one year after 
 the issuing of the license to the commissioners, such license is 
 
INTRODUCTION. 
 
 y 
 
 to be deemed revoked, and all proceedings under tlie same will 
 be void. 
 
 It is the duty of the company within twenty days after the 
 first day of January, in each year, to make and file an Annual 
 Report, which must be signed by the president and a majority 
 of the directors, and must be verified by oath of the president 
 or secretary. In case the officers or a majority of the directors 
 refuse or neglect to make and file such report, within such 
 twenty days, then any director may make and file, on his own 
 behalf, at any time within thirty days from the first of January, 
 a certificate under oath setting forth that he has endeavored to 
 have such report made, and the neglect or refusal of the direct¬ 
 ors to make the same; coupled with a verified report of the 
 necessary facts relative to the company, so far as they are within 
 his knowledge or are obtainable from sources of information 
 open to him. No provision is made for fling or recording the 
 annual report in the county clerk's office. 
 
 Any Existing Business Corporation, incorporated by special 
 charter, or organized under the general laws of this State, 
 may reorganize under this act, by following the provisions 
 of section thirty-two. Although the language of the sec¬ 
 tion is very comprehensive, yet, in the absence of any judicial 
 construction of it, the class of corporations expressly excluded 
 by section one of the act, may also be regarded as excluded 
 from the operation of section thirty-two. So also, companies 
 requiring special powers—such as telegraph, plank-road, &c., 
 companies—as well as secret or benefit societies, and social, 
 literary, &c., companies, must, from the nature of the case, be 
 excluded from its operation. The certificate required to be 
 filed under section thirty-two, should recite the original incor¬ 
 poration of the company, and under what general act, or special 
 charter the same was effected, and state the term of the cor¬ 
 porate existence of such company. It should contain a copy 
 of the notice for the meeting of the stockholders, and in order 
 
VI 
 
 INTRODUCTION. 
 
 that it may appear that this notice was signed by a majority of 
 the directors, or trustees, the certificate should state the num¬ 
 ber of directors or trustees of the original company. It should 
 set forth in what newspaper and for what length of time such 
 notice was published, and the mailing of the notices on a desig¬ 
 nated day, to the last known address of the stockholders, 
 postage prepaid ; and affidavits of the party mailing the notices 
 to such fact/and of the printer as to publication, should be an¬ 
 nexed to the certificate. It should further show that at such 
 meeting one of the directors or trustees was chosen to preside, 
 and that a suitable person was chosen secretary. It should con¬ 
 tain a statement of the whole number of shares of which the 
 capital stock of the original company consisted ; a statement of 
 the number of shares of stock represented at the said meeting, 
 and a statement of the vote upon the question of coming under 
 this act, and show that votes representing a majority of all the 
 stock of the company, were given in favor of the company so j 
 reorganizing. It must also set forth the other details required | 
 by section thirty-two. Such certificate, together with a copy 
 of the by-laws, must be filed in the offices of the secretary of - ' 
 State and of the clerk of the county where the principal busi¬ 
 ness office is situated; but no provision is made for the record- I 
 ing of such new certificate and by-laws. Section thirty-two | 
 does not expressly state whether the by-laws required to be 
 filed are those of the original, or of the reorganized company. 
 The intent, however, probably is, that the by-laws which are to I 
 govern the company as reorganized, are the ones which must be 1 
 filed. 
 
 New York, October, 1875. 
 
 i 
 
AN ACT 
 
 TO PROVIDE FOR THE ORGANIZATION AND REGULATION OF 
 CERTAIN BUSINESS CORPORATIONS. 
 
 Slc. 1.—Formation of companies. 
 
 Sec. 2.—Powers conferred on companies. 
 
 Sec. 3.—Application for certificate of incorporation. 
 
 Sec. 4.—License to be issued by Secretary of State. 
 
 Sec. 5.—Subscription to capital stock. First meeting of subscribers. 
 Sec. 6.—By-laws. 
 
 Sec. 7.—Certificate of incorporation. 
 
 Sec. 8.—License deemed revoked, when. 
 
 Sec. 9.—Table of such corporations to be published annually in ses¬ 
 sion laws. 
 
 Sec. 10. —Number and election of directors and officers. 
 
 Sec. 11.—Capital stock; payment of subscriptions. 
 
 Sec. 12.—Certificates of stock, and their transfer. 
 
 Sec. 13.—Corporation may borrow money and issue bonds. 
 
 Sec. 14. —Stock or bonds to be issued only for money, labor done, or 
 property received for corporate use. 
 
 Sec. 15.—Increase or diminution of capital stock. 
 
 Sec. 16.—Corporate books: right to inspect same. 
 
 Sec. 17.—Same: Company to keep book containing stockholders’ 
 names, <fcc. 
 
 Sec. 18.—Annual report. Joint and several liability of directors for 
 debts of company. 
 
 Sec. 19.—Payment of dividends by insolvent company. Directors 
 liable for debt. 
 
 Sec. 20.—Corporation not to loan money to stockholders. 
 
 Sec. 21.—False certificate or report. Officers liable. 
 
 Sec. 22.—Indebtedness not to exceed capital stock. 
 
4 BUSINESS CORPORATIONS. 
 
 J 
 
 Seo. 23.—Executors, &c., not liable for debts of company. 
 
 Sec. 24.—Who may vote at elections. 
 
 Sec. 25. —Stockholder, when not liable for debts of company. 
 
 Sec. 26.—Elections, how and where held. 
 
 Sec. 27.—On failure to elect, directors to hold over. 
 
 Sec. 28.—Oath of inspectors of election. 
 
 Sec. 29. —Extending duration of corporate existence. 
 
 Sec. 30.—Corporation taxable at principal place of business. 
 
 Sec. 31.—Change of principal place of business. 
 
 Sec. 32.—Act, when applicable to existing companies. ' 
 
 Sec. 33.—Classification of corporations. 
 
 Sec. 34.—“ Full liability companies.” 
 
 Sec. 35. —“ Limited liability companies.” j 
 
 Sec. 36.— Penalty for omission of word “limited” in use of corporate 
 name. 
 
 Sec. 37. —Individual liability of stockholders in “ limited liability ” 
 companies. 
 
 Sec. 38. —Effect of dissolution. j 
 
 The People of the State of New York, represented in Senate [ 
 and Assembly, do enact as follows : j 
 
 Formation of companies. — § 1. Corporations ( 
 may be organized under the provisions of this act for the ( 
 carrying on of any lawful business except banking, insur¬ 
 ance, the construction and operation of railroads or aiding 
 in the construction thereof, and the business of savings J 
 banks, trust companies or corporations intended to derive! 
 profit from the loan or use of money, or safe deposit com-1 
 panies, including the renting of safes in burglar and fire-1 
 proof vaults. I 
 
 Powers conferred on companies. —§ 2. When! 
 so organized, every such corporation shall possess the fol-J 
 lowing general powers; 
 
\ 
 
 BUSINESS COKPOBATIONS. 
 
 5 
 
 !. To have succession by its corporate name for the 
 period limited in its certificate of incorporation. 
 
 2. To sue and be sued ; to complain and defend in any 
 court. 
 
 3. To make and use a common seal and alter the same 
 at pleasure. 
 
 4. To appoint such subordinate officers and agents as the 
 business of the corporation shall require, and its by-laws 
 shall provide for. 
 
 5. To make by-laws for the management of its property* 
 the regulation of its affairs, for the transfer of its stock and 
 defining tlie duties of its officers, and from time to time to 
 amend the same. 
 
 6. To purchase, hold, and possess so much real and per 
 sonal estate as shall be necessary for the transaction of its 
 business, and sell and convey the same when not required 
 for the uses of the corporation ; provided, however, that all 
 real estate acquired in satisfaction of any liability or in¬ 
 debtedness, unless the same be necessary and suitable for 
 the uses and business of the corporation, shall be sold within 
 three years after becoming the property of such corporation, 
 but such time may be extended to a period not exceeding 
 five years in all, by an order of the Supreme Court made 
 in the district in which the principal business office of such 
 corporation is located, on the verified petition of such cor¬ 
 poration, stating the reasons for such extension. 
 
 Application for certificate of incorporation. 
 
 —§ 3. Whenever five or more persons, a majority of whom 
 shall be citizens and residents of this State, shall propose to 
 form a corporation under the provisions of this act, they 
 shall make a certificate to that effect, which certificate shall 
 be signed by each of such persons and duly acknowledged 
 
6 
 
 BUSINESS CORPORATIONS. 
 
 by them before some officer authorized to take acknowledg¬ 
 ments under the laws of this State. Such certificate shall 
 set forth : 
 
 1. The name of the proposed corporation. 
 
 2. The object for which it is to be formed, including the 
 nature and locality of its business. 
 
 3. The amount and description of the capital stock. 
 
 4. The number of shares of which such capital stock 
 shall consist. 
 
 5. The location of the principal business office. 
 
 6. The duration of the corporation, which, however, shall 
 not exceed fifty years. 
 
 License to be issued by Secretary of State, 
 
 —§ 4. Such certificate shall be filed in the office of the 
 Secretary of State ; and the Secretary of State shall there¬ 
 upon issue a license to the persons making such certificate, 
 empowering them as commissioners to open books for sub¬ 
 scriptions to the capital stock of such corporation at such 
 
 times and places as they may determine; but no license 
 
 \ 
 
 shall be issued in the case of a proposed corporation having 
 the same name as an existing corporation in this State, or a 
 name so nearly resembling that of an existing corporation 
 as to be calculated to deceive. 
 
 Subscription to capital stock. First meeting 
 of subscribers. —§ 5. Said commissioners shall proceed 
 to open bocks for subscriptions to the capital stock of such 
 corporation, and no such subscription shall be received, un¬ 
 less at the time of making it the person so subscribing shall 
 pay to said commissioners ten per cent, of the par value of 
 the stock subscribed for in cash. When one-half of the 
 capital stock has been subscribed, said commissioners shall 
 call a meeting of the subscribers for the purpose of adopt- 
 
 ! 
 
BUSINESS CORPORATIONS. 
 
 7 
 
 ing by-laws for such corporation and electing directors 
 thereof. Notice of such meeting shall be given to every 
 subscriber by depositing in the post-office, properly ad¬ 
 dressed to his last known place of residence, and postage 
 prepaid, at least five days before the time fixed, a written 
 or printed notice, stating the time, place and object of such 
 meeting. 
 
 By-laws. —§ 0 . The by-laws of every corporation 
 created under the provisions of this act, shall be deemed 
 and taken to be its law, and shall provide: 
 
 1. The number of directors of the corporation. 
 
 2. The term of office of such directors, which shall not 
 exceed one year. 
 
 3. The manner of filling vacancies among directors and 
 officers. 
 
 4. The time and place of the annual meeting. 
 
 5. The manner of calling and holding special meetings 
 of the stockholders. 
 
 6. The number of stockholders who shall attend, either 
 in person or by proxy, at every meeting, in order to consti¬ 
 tute a quorum. 
 
 7. The officers of the corporation, the manner of their 
 election by and among the directors, and their powers and 
 duties. But such officers shall always include a president, a 
 secretary and a treasurer. 
 
 8. The manner of electing or appointing inspectors of 
 election. 
 
 9. The manner of amending the by-laws. 
 
 Certificate of incorporation. —§ 7. Within ten 
 
 days after the said subscribers’ meeting, said commissioners 
 shall file, in the office of the Secretary of State, a verified 
 record of the proceedings thereof, containing a copy of the 
 
8 
 
 BUSINESS CORPORATIONS. 
 
 subscription list, a copy of the by-laws adopted, and the 
 names of the directors chosen. Thereupon the Secretary of 
 State shall issue to said directors a certificate, setting forth 
 that said corporation is fully organized in accordance with 
 this act. Such certificate shall include a copy of the original 
 certificate provided for in section three of this act, the date 
 and place of the subscribers’ meeting, the names of the di¬ 
 rectors elected, and a statement that all the provisions of 
 this act have been duly observed in the organization of such 
 corporation. A copy of such certificate shall, within ten 
 days after the issuing thereof by the Secretary of State, be 
 filed in the office’ of the clerk of the county in which the 
 principal business office of such corporation is situated. 
 Such certificate shall be recorded at length in a book to be 
 kept in the office of the Secretary of State to be known as 
 the record of incorporations, and also in a similar book in 
 the office of the county clerk aforesaid. Such certificate, or 
 a copy thereof duly certified by the Secretary of State or 
 his deputy, shall be presumptive evidence of the incorpora¬ 
 tion of the corporation named therein, in all courts and 
 proceedings in this State. The Secretary of State shall re¬ 
 ceive for the filing and issuing of all the necessary docu¬ 
 ments in and about the organization of a corporation under 
 this act, the sum of ten dollars; and for each certified copy 
 of certificate of incorporation, the sum of three dollars, 
 which sum shall be paid into the Treasury of the State; and 
 county clerks shall receive the fees now allowed by law. 
 Upon every amendment of the by-laws of any such corpora¬ 
 tion, a copy of the amended by-law shall be filed in the of¬ 
 fice of the Secretary of State and of such county clerk, and 
 shall not take effect until so filed; and a copy thereof, certi¬ 
 fied by the Secretary of State or his deputy, shall be re¬ 
 ceived as presumptive evidence of such amended by-law in 
 all courts and proceedings. 
 
BUSINESS CORPORATIONS. 
 
 9 
 
 License deemed revoked, when. —§ 8. Unless 
 such corporation shall be fully organized as provided in the 
 last preceding section, within one year after the issuing of 
 the license to commissioners to open books, such license 
 shall be deemed to be revoked, and all proceedings thereun¬ 
 der shall be void. 
 
 Table of such corporations to be published 
 annually in session laws.— § 9. The Secretary of 
 State shall publish, as an appendix to the session laws of 
 each year, a statement of all the corporations organized 
 under this act during the preceding year, containing in each 
 case the name of the corporation, its principal business, the 
 location of its principal business office, the amount of cap¬ 
 ital stock, the date of the filing of the preliminary certifi¬ 
 cate and of the granting of the final certificate of incorpora¬ 
 tion by the Secretary of State; and any change of location 
 or capital of any such corporation made during the preced¬ 
 ing year. 
 
 Number and election of directors and offi¬ 
 cers.—§ 10. The business of every corporation created 
 hereunder shall be managed by a board of directors (the 
 members of which, at their election and throughout their 
 term of office, shall be stockholders in such corporation to 
 at least the extent of five shares, and shall hold their offices 
 until their successors are chosen), and by such officers to be 
 elected by and from among said directors, as the by-laws 
 shall prescribe. The number of directors shall be not less 
 than five nor more than thirteen ; and the number thereof 
 may be changed by a meeting of the owners of a majority 
 of the whole amount of the stock of any corporation, and 
 pursuant to notice’ specifying the purpose of such meeting 
 and served as provided in section five of this act, in person 
 
10 
 
 BUSINESS CORPORATIONS. 
 
 or by attorney, duly authorized, shall be necessary to such 
 change. A majority of the whole number of directors shall 
 be necessary to constitute a quorum. The secretary shall 
 record all the votes ©f the corporation and the minutes of 
 its transactions in a book to be kept for that purpose. The 
 treasurer shall give bonds in such sums and with such sure¬ 
 ties as are required by the by-laws for the faithful discharge 
 of his duties. 
 
 Capital stock; payment of subscriptions.— 
 
 §11. The capital stock of every corporation formed under 
 this act shall be divided into shares of not less than twenty- 
 five dollars nor more than one hundred dollars each; and 
 shall in no case exceed two million dollars. All subscrip¬ 
 tions therefor shall be made payable to the corporation in 
 such installments and at such time or times as shall be fixed 
 by the by-laws or by the directors acting under the by-laws ; 
 and if default be made in any payment an action may be 
 maintained in the name of the corporation to recover any 
 installment which shall remain due and unpaid for the period 
 of thirty days after the time so fixed for the payment thereof; 
 and no stockholder shall be entitled to vote at any election 
 or at any meeting of the stockholders on whose share or 
 shares any installments or arrearages may have been due 
 and unpaid for the period of thirty days immediately pre¬ 
 ceding such election or meeting. The corporation may by 
 by-law prescribe other penalties for a failure to pay the in¬ 
 stallments that from time to time become due, not exceed¬ 
 ing forfeiture of the stock, and the amount paid thereon, 
 but no such forfeiture shall be declared against any stock¬ 
 holder before demand shall have been made for the amount 
 due thereon either in person or by a written or printed 
 notice duly mailed to such stockholder, at his last known 
 
BUSINESS CORPORATIONS. 
 
 11 
 
 
 place of residence, at least thirty days prior to the time 
 when such forfeiture is to take effect, and provided further, 
 that upon such forfeiture the shares of stock held by such 
 delinquent stockholder or subscriber shall be sold at public 
 auction, at the office of said corporation, after ten days’ no¬ 
 tice thereof shall be conspicuously posted up in said office, 
 and the proceeds of such sale, over and above the amount 
 due on said shares, and after deducting the expenses of such 
 sale, if any, shall be paid to the delinquent stockholder or 
 subscriber. 
 
 Certificates of stock and their transfer.— 
 
 §12. The directors of such corporation shall prepare cer¬ 
 tificates of stock, and shall deliver them, signed by the 
 president and treasurer, and sealed with the seal of the cor. 
 poration, to each person entitled to receive the same, accord¬ 
 ing to the number of shares held, which certificates of stock 
 shall be transferable at the pleasure of the holder, in per¬ 
 son or by attorney duly authorized, subject, however, to all 
 payments due or to become due thereon; and the assignee 
 to whom the same has been so transferred, shall be a mem¬ 
 ber of said corporation, and have and enjoy all the immuni¬ 
 ties, privileges and franchises, and be subject to all the lia¬ 
 bilities, conditions and penalties incident thereto, in the 
 same manner as the original holder would have been ; but 
 no certificate shall be transferred so long as the holder thereof 
 is indebted to such corporation unless the board of directors 
 shall consent thereto. 
 
 Corporation may borrow money and issue 
 bonds. —§ 13. It shall be lawful for all such corporations 
 to borrow money for the legitimate purposes of such cor¬ 
 poration, and for such purpose to issue bonds with or with¬ 
 out coupons attached thereto, and bearing interest not ex- 
 
12 
 
 BUSINESS CORPORATIONS. 
 
 * 
 
 ceeding seven per cent, per annum ; but the amount of such 
 bonds outstanding at any one time shall not exceed one-half 
 of the value of the corporate property of such corporation. 
 Any issue of bonds beyond the amount herein sj)ecified 
 shall render every director voting for the same personally 
 liable to any bondholder for any damage caused by such 
 overissue to such bondholder. 
 
 Stock or bonds to be issued only for money, 
 labor done, or property received for corporate 
 use. — § 14. No corporation organized under this act shall 
 issue either stock or bonds except for money, labor done, or 
 property actually received for the use and legitimate pur¬ 
 poses of such corporation as its fair value, and all fictitious 
 increase of stock or indebtedness in any form shall be void. 
 
 Increase or diminution of capital stock.— 
 
 §15. The capital stock of any corporation organized under 
 this act may be increased to an amount not to exceed in the 
 aggregate two millions dollars, or reduced by a vote of a 
 majority of the stockholders in number, and representing a 
 majority of the stock of such corporation, at any meeting 
 thereof convened for that purpose, pursuant to notice thereof 
 specifying the object of such meeting, and served pursuant 
 to the provisions of section five. A statement of such in¬ 
 crease or reduction shall be filed in the office of the Secre¬ 
 tary of State, and of the clerk of the county in which the 
 principal business office of such corporation is situated, 
 within ten days after such action. But before any corpora¬ 
 tion shall be entitled to diminish the amount of its capital 
 stock, if the amount of its debts and liabilities shall exceed 
 the amount of capital to which it is proposed to be reduced, 
 such amount of debts and liabilities shall be first satisfied 
 and reduced so as not to exceed such diminished amount of 
 capital. 
 
BUSINESS CORPORATIONS. 
 
 13 
 
 Corporate books. Right to inspect same. 
 
 —§ 16. It shall be the duty of the directors of every 
 such corporation to cause-to be kept at its principal office or 
 place of business, correct books of account of all its busi¬ 
 ness and transactions, and every stockholder in such copora- 
 tion shall have the right at all reasonable times by himself 
 or his attorney to examine the records and books of account 
 of such corporation. 
 
 Same : Company to keep book containing 
 stockholders’ names, &c.— g 17. It shall be the duty 
 of the directors of every such corpoiation to cause a book 
 to be kept by the treasurer or clerk thereof, containing the 
 names of all persons, alphabetically arranged, who are or 
 shall within six years have been stockholders of such cor¬ 
 poration, and showing their places of residence, the number 
 of shares of stock held by them, respectively, and the time 
 when they, respectively, became the owners of such shares, 
 and the amount actually paid thereon; which book shall, 
 during the usual business hours of the day, on every day, 
 except Sundays and legal holidays, be open for the inspec¬ 
 tion of stockholders and creditors of the corporation, and 
 their personal representatives, at the principal business of¬ 
 fice of such corporation ; and any and every such stockholder, 
 creditor or representative shall have a right to make extracts 
 from such book; and no transfer of stock shall be valid for 
 any purpose whatever, except to render the person to whom 
 it shall be transferred liable for the debts of the corporation, 
 according to the provisions of this act, until it shall have 
 been entered therein as required by this section, by an entry 
 showing from and to whom transferred. Such book shall 
 be presumptive evidence of the facts therein stated, in favor 
 of the plaintiff, in any suit or proceeding against such cor- 
 
14 
 
 BUSINESS CORPORATIONS. 
 
 poration, or against any one or more stockholders. Every 
 officer or agent of any such corporation, who shall neglect 
 to make any proper entry in such hook, or shall refuse or 
 neglect to exhibit the same, or allow the same to be in¬ 
 spected, and extracts to be taken therefrom, as provided by 
 this section, shall be deemed guilty of a misdemeanor; and 
 the corporation shall forfeit and pay to the party injured a 
 penalty of fifty dollars for every such neglect or refusal and 
 all the damages resulting therefrom. And every corporation 
 that shall neglect to keep such book open for inspection as 
 aforesaid, shall forfeit to the People the sum of fifty dollars 
 for every day it shall so neglect, to be sued for and recovered 
 in the name of the People of the State, by the district at¬ 
 torney of the county in which the principal business office 
 of such corporation is located, and the amount so recovered 
 shall be paid to the proper authorities for the support of the 
 poor of such county. 
 
 Annual report. Joint and several liability 
 of directors for debts of company. —§ 18. Every 
 such corporation shall annually, within twenty days after 
 the first day of January, make a report, which shall state 
 the amount of capital, and the proportion actually paid in, 
 the amount and, in general terms, the nature of its existing 
 \ h£sete-and debts*, and the dividends if any declared since the 
 I last report, which report shall be signed by the president and 
 a majority of the directors, and shall be verified by oath of 
 the president or secretary of such corporation, and filed in 
 the office of the Secretary of State, and if any such corpora¬ 
 tion shall fail so to do, all the directors thereof shall be 
 jointly and severally liable for all the debts of the corpora¬ 
 tion then existing, and for all that shall be contracted before 
 I such report shall be made. Provided that if any director 
 
 
 
BUSINESS CORPORATIONS. 
 
 15 
 
 shall file with the Secretary of State, at any time within 
 thirty days after such first of January, a certificate, verified 
 by the oath of such director, stating that he has endeavored 
 to have such report made and signed as aforesaid, but that 
 the officers or a majority of the directors have refused or 
 neglected to make and file such report; and shall append to 
 
 such certificate a report containing the items aforesaid, so 
 
 / 
 
 far as they are within his knowledge or are obtainable from 
 sources of information open to him, which report shall be 
 verified by him as being true to the best of his knowledge, 
 information and belief, in that case such director shall not 
 be liable on account of such failure to make and file such 
 report upon making proof of such facts in any action which 
 may be commenced against him, upon the trial thereof. 
 Whenever, under this section, a judgment shall be recovered 
 against a director, severally, all the directors of the corpora¬ 
 tion shall contribute a ratable share of the amount paid by 
 such director on such judgment, and such director shall have 
 a right of action against his co-directors, jointly or severally, 
 to recover from them the proportion of the amount so paid 
 on such judgment. 
 
 Payment of dividends by insolvent com¬ 
 pany. Directors liable for debt.— § 19. If the 
 
 directors of any such corporation shall declare and pay any 
 dividend when the corporation is insolvent, or any dividend 
 the payment of which would render it insolvent, or which 
 would diminish the amount of its capital stock, the directors 
 voting in favor of declaring such dividend shall be jointly 
 and severally liable for all the debts of the corporation then 
 existing, and for all that shall be thereafter contracted while 
 they shall respectively continue in office. 
 
16 
 
 BUSINESS CORPORATIONS. 
 
 Corporation not to loan money to stock- 
 holders. —§ 20. No loan of money shall be made by any 
 such corporation to any stockholder therein, and if any such 
 loan shall be made a to stockholder, the officers who shall 
 make it, or who shall assent thereto, shall be jointly and 
 severally liable to the extent of such loan and interest for 
 all the debts of the corporation contracted before the repay¬ 
 ment of the sum so loaned. 
 
 False certificate or report. Officers liable. 
 
 —§ 21. If any certificate or report made, or public notice 
 given, by the officers of any such corporation, shall be false 
 in any material representation, all the officers who shall have 
 signed the same shall be jointly and severally liable for all 
 the debts of the corporation contracted while they are officers 
 thereof. 
 
 Indebtedness not to exceed capital stock. 
 
 —§ 22. If the indebtedness of any such corporation shall at 
 any time exceed the .amount of its capital stock the direct¬ 
 ors of such corporation creating such indebtedness shall be 
 personally and individually liable for such excess to the 
 creditors of such corporation. 
 
 Executors, &c., not liable for debts of com¬ 
 pany. —§ 23. No person holding stock in any such cor¬ 
 poration, as executor, administrator, guardian or trustee, 
 and no person holding such stock as collateral security, shall 
 be personally subject to any liability as stockholder of such 
 corporation ; but the person pledging such stock shall be 
 considered as holding the same, and shall be liable as a stock¬ 
 holder accordingly; and the estates and funds in the hands 
 of such executor, administrator, guardian or trustee shall 
 be liable in like manner, and to the same extent, as the tes- 
 
BUSINESS CORPORATIONS. 
 
 17 
 
 tator or intestate, or the ward or person interested in such 
 trust fund would have been, if he had been living and com¬ 
 petent to act, and held the same stock in his own name. 
 
 Who may vote at elections. —§ 24. Every such 
 executor, administrator, guardian or trustee shall represent 
 the share or shares of stock in his hands at all meetings of 
 the corporation, and may vote accordingly as a stockholder, 
 and every person who shall pledge his stock as aforesaid 
 may nevertheless represent the same at all such meetings, 
 and may vote accordingly as a stockholder. 
 
 Stockholder, when not liable for debts of 
 company. —§ 25. No stockholder shall be personally 
 liable for the payment of any debt contracted by any cor¬ 
 poration formed under this act, which is not to be paid 
 within two years from the time the debt is contracted, nor 
 unless an action for the collection of such debt shall be 
 brought against such corporation within two years after the 
 debt shall become due; and no action shall be brought 
 against any stockholder who shall cease to be a stockholder 
 in any such corporation for any debt so contracted, unless 
 the same shall be commenced within two years from the 
 time he shall have ceased to be a stockholder in such cor¬ 
 poration. 
 
 Elections, how and where held. —§ 2d. The 
 
 annual elections of directors shall be held at such time and 
 place as shall be designated by the by-laws of the corpora¬ 
 tion, and public notice of such time and place shall be pub¬ 
 lished, not less than ten days previous thereto in a news¬ 
 paper published in a city or town in which the principal 
 business office of the corporation is situated, if a newspaper 
 be published therein, and otherwise in the newspaper pub- 
 
 / 
 
18 
 
 BUSINESS COEPOEATIONS. 
 
 lished nearest to said office; and the election shall he made 
 by such of the stockholders as shall attend for that purpose, 
 either in person or by proxy. No person shall be permitted 
 to vote upon the proxy of a stockholder in any such corpora¬ 
 tion after the lapse of eleven months from the date thereof, 
 unless the stockholder shall have specified therein that it is 
 to continue in force for some longer and limited time. All 
 elections shall be by ballot, and each stockholder shall be 
 entitled to as many votes as shall equal the number of 
 his shares multiplied by the number of directors to be 
 elected, and he may distribute his votes among those to be 
 voted for as he sees fit; and the persons receiving the great¬ 
 est number of votes shall be directors, and when any va¬ 
 cancy shall occur among the directors by death, resignation, 
 or otherwise, it shall be filled for the remainder of the year 
 in such manner as may be provided for by the by-laws of 
 the said corporation. 
 
 On failure to elect, directors to hold over. 
 
 —§ 27. In case it shall happen at $ny time that an election 
 of directors shall not be made on the day designated by the 
 by-laws of said corporation, when it ought to have been 
 made, the corporation, for that reason, shall not be dissolved, 
 but it shall be lawful, on any other day within three months 
 thereafter to hold an election for directors, upon service of 
 notice upon the stockholders thereof respectively in the 
 manner provided in section five of this act; and all acts of 
 directors shall be valid and binding as against such corpora¬ 
 tion until their successors shall be elected. 
 
 Oath of inspectors of election. —§ 28. Every 
 person acting as an inspector of election in any such corpo¬ 
 ration shall, before entering upon the duties of his office, take 
 and subscribe an oath or affirmation before some officer 
 
BUSINESS CORPORATIONS. 
 
 19 
 
 authorized to administer the same, that he will discharge the 
 duties of his office with fidelity, and that he will not receive 
 any vote but such as he believes to be legal, nor reject any 
 which he believes to be legal ; and if any such inspector 
 shall violate this oath or affirmation, he shall be subject to 
 all the penalties imposed by law upon inspectors of general 
 State elections in this State violating their duty, and shall 
 be proceeded against in like manner and with like effect. 
 
 Extending duration of corporate existence. 
 
 —§ 29. Whenever any corporation organized under this 
 act has fixed the duration of its corporate existence for a 
 less period than fifty years, it may, at any time, extend the 
 term of its existence beyond the time mentioned in the 
 original certificate of incorporation by the consent of the 
 stockholders owning two-thirds in amount of the capital 
 stock of such corporation, in and by a certificate to be signed 
 by such stockholders, in person or by attorney duly author¬ 
 ized and acknowledged or proved, so as to enable it to be 
 recorded, which certificate shall be filed in the office of the 
 Secretary of State, and of the clerk of the county in which 
 the principal business office of such corporation is situated, 
 and the said Secretary of State and the county clerk re¬ 
 spectively, upon such filing, shall record the same in the 
 record of corporations kept in his office, and make a mem¬ 
 orandum of such record in the margin of the original cer¬ 
 tificate in such record book ; and thereupon the time of 
 existence of such corporation shall be extended, as designated 
 in such certificate, for a term which, with the term originally 
 fixed, will not exceed fifty years. 
 
 Corporation taxable at principal place of 
 business. —§ 30. Every corporation organized under this 
 act shall be taxed on all of its property, except its real estate 
 2 
 
20 
 
 BUSINESS CORPORATIONS. 
 
 in the town, city or village, where its principal business 
 office is situated, and on its real estate in the town, city or 
 village where such real estate is situated shall be taxed 
 therein. 
 
 Change of principal place of business.—§ 31. 
 
 Such corporation may change its principal place of business 
 by the consent of the stockholders owning two-thirds in 
 amount of the capital stock of such corporation, in and by 
 a certificate to be signed by such stockholders in person or by 
 attorney duly authorized and acknowledged or proved, which 
 certificate shall be filed in the office of the Secretary of State, 
 and of the clerk of the county in which the principal busi¬ 
 ness office of such corporation is situated ; and the Secretary 
 of State and county clerk respectively shall, upon such filing, 
 record the same in the record of corporations kept in his 
 office, and make a memorandum of such record in the mar¬ 
 gin of the record of the original certificate recorded in such 
 office, and thereupon the principal business office of such 
 corporation shall be deemed to be changed as stated in said 
 certificate. 
 
 Act, when applicable to existing com¬ 
 panies. —§ 32. Any existing business corporation, hereto¬ 
 fore organized under the general laws of this State, or by 
 special charter, may come under and avail itself of the 
 privileges and provisions of this act, by complying with the 
 following provisions : The directors of such corporation 
 shall publish a notice signed by at least a majority of them, 
 in a newspaper in the county in which the principal business 
 office thereof is situated, for at least three successive weeks, 
 and to deposit a written or printed copy thereof in the post- 
 office, postage prepaid, addressed to each stockholder at his 
 last known place of residence, at least three weeks previous 
 
BUSINESS CORPORATIONS. 
 
 21 
 
 to the day fixed upon for holding such meeting, specifying 
 the object of the meeting, and the time and place when and 
 where such meeting shall be held. At the time and place 
 specified in the notice, the stockholders shall organize by 
 choosing one of the directors chairman of the meeting, and 
 also a suitable person for secretary, and proceed to a vote 
 of those present, in person or by proxy ; and if votes rep¬ 
 resenting a majority of all the stock of the company shall 
 be given in favor of availing itself of the provisions of this 
 act, the said officers shall make a certificate of the proceed¬ 
 ings showing a compliance therewith, duly acknowledged, 
 and stating : 
 
 1. The name of the corporation. 
 
 2. The object for which it is formed, including the na_ 
 ture and locality of its business. 
 
 3. The amount and description of the capital stock. 
 
 4. The number of shares of which such capital stock 
 consists. 
 
 5. The location of the principal business office. 
 
 6. The duration of the corporation, which, however, shall 
 not exceed fifty years. 
 
 7. The names of directors f which certificate, with a 
 copy of the by-laws of such corporation, shall be filed in 
 the office of the Secretary of State, and of the clerk of the 
 county in which the principal business office of such corpora¬ 
 tion is situated. From the time of such filing such corpora¬ 
 tion shall be deemed to be a corporation organized under 
 this act; but no such change or proceedings shall in any 
 way affect the existing liabilities of the corporation so avail¬ 
 ing itself of the provisions of this act. 
 
 Classification of Corporations, —§ 33. The cor¬ 
 porations formed under this act shall be of two classes, to 
 be known respectively, as : 
 
22 
 
 BUSINESS CORPORATIONS. 
 
 1. Full liability companies. 
 
 2. Limited liability companies. 
 
 “ Full liability companies,” —§ 34. In “full 
 
 liability companies,” all the stockholders shall be severally 
 individually liable to the creditors of the company in which 
 they are stockholders, for all debts and liabilities of such 
 company, and may be joined as defendants in any action 
 against the company. No execution shall issue against any 
 stockholder individually, until execution has been issued 
 against the company and been returned unsatisfied; and 
 whenever a judgment shall be recovered against a stock¬ 
 holder individually, all the stockholders shall contribute a 
 proportionate share of the amount paid by such stockholder 
 on such judgment, proportioned to the number of shares of 
 stock owned by each of such stockholders, and such stock¬ 
 holder shall have a right of action against the other stock¬ 
 holders in such corporation jointly or severally, to recover 
 from them, and each of them, the proper portion due by 
 them and each of them of the amount so paid on such judg¬ 
 ment. 
 
 “ Limited liability companies,” —§ 35. In 
 
 “ limited liability companies,” the name of the company 
 shall in every case have as its last word, the word “ limited,” 
 and every such corporation shall paint or affix, and shall 
 keep painted or affixed, its name on the outside of every of¬ 
 fice or place in which the business of the company is car¬ 
 ried on, in a conspicuous position in letters easily legible, 
 and shall have its full name stated in legible characters in 
 all notices, advertisements, and other official publications of 
 such company, and in all its bills of exchange, promissory 
 notes, checks, orders for money, bills of lading, invoices, re- 
 
BUSINESS CORPORATIONS. 
 
 23 
 
 ceipts, letters, and other writings used in the transaction of 
 the business of the corporation. 
 
 Penalty for omission of word “ limited ” 
 in use of corporate name.— § 36. Every omission 
 of the word “ limited ” in the use of the name of such com¬ 
 pany shall render each and every officer or director in such 
 company personally liable for any indebtedness, damage or 
 liability incurred during such omission. If any limited lia¬ 
 bility company under this act does not paint or affix, and 
 keep painted or affixed, its name, in the manner above set 
 forth, it shall be liable to a penalty of not exceeding twenty- 
 five dollars for such omission, for every day during which 
 such name is not so kept painted or affixed; and every di¬ 
 rector or officer of such company who shall authorize or 
 permit such omission shall be liable to like penalty; and 
 if any director or officer of such company, or any person on 
 its behalf, shall use or authorize the use of any seal purport 
 ing to be a seal of the company on which its name is not so 
 engraved as aforesaid, or shall use or authorize the issue of 
 any notice, advertisement or other official publication of 
 such company, or shall sign or authorize to be signed on 
 behalf of such company any bill of exchange, promissory 
 note, indorsement, check, order for money or goods, invoice, 
 bill, receipt, letter of credit or other writing of the company 
 wherein its name is not mentioned as aforesaid, he shall be 
 liable to a penalty of one hundred dollars. The penalties in 
 this section provided shall be sued for in the name of the 
 People of State of New York by the district attorney of 
 the county in which the principal office of such corporation 
 is located, and the amounts recovered shall be paid over to 
 the proper authorities for the support of the poor of such 
 county. 
 
24 - 
 
 business COEPOKATIONS. 
 
 Individual liability of stockholders in “ lim¬ 
 ited liability” companies. —§ 37. In limited liability 
 companies, all the stockholders shall be severally individu¬ 
 ally liable to the creditors of the company in which they 
 are stockholders, to an amount equal to the amount of stock 
 held by them, respectively, for all debts and contracts made 
 by such company, until the whole amount of capital stock 
 fixed and limited by such company has been paid in, and a 
 certificate thereof has been made and recorded as hereinafter 
 prescribed. The term stockholder, as used herein, shall ap¬ 
 ply not only to such persons as appear by the books of the 
 corporation or association to be such, but also to every 
 equitable owner of stock, although the same may appear on 
 such books in the name of another person, and also to every 
 person who shall have advanced the installments or pur¬ 
 chase money of any stock in the name of any person under 
 twenty-one years of age, and while such person remains a 
 minor to the extent of such advance ; and also to every 
 guardian or other trustee who shall voluntarily invest any 
 trust funds in such stock ; and no trust funds in the hands 
 of such guardian or trustee shall be in any way liable under 
 the provisions of this act by reason of any such investment, 
 nor shall the person for whose benefit any such investment 
 may be made be responsible in respect to such stock until 
 thirty days after the time when such persons respectively 
 become competent and able to control and dispose of the 
 same; but the guardian or other trustee making such in¬ 
 vestment as aforesaid shall continue responsible as a stock¬ 
 holder until such responsibility devolves upon the person 
 beneficially interested therein ; and in respect to stock held 
 by a guardian or other trustee under a transfer of the same 
 by a third person, or under positive directions by a third 
 person for such investment, the person making such transfer 
 
BUSINESS CORPORATIONS. 
 
 25 
 
 or giving such directions, and his executors and administra¬ 
 tors shall, for the purposes of this act, be deemed a stock¬ 
 holder ; and the estate of such person, if he be deceased, 
 shall be responsible for the debts and liabilities chargeable 
 on such stock, according^ to the provisions of this act. No 
 execution shall issue against any stockholder individually, 
 until execution has been issued against the corporation and 
 returned unsatisfied ; and whenever a judgment shall be re¬ 
 covered against a stockholder individually, all the stockhold¬ 
 ers shall contribute a proportionate share of the amount paid 
 by such stockholder on such judgment proportioned to the 
 number of shares of stock owned by each of such stock¬ 
 holders, and such stockholder shall have a right of action 
 against the other stockholders in such corporation, jointly 
 or severally, to recover from them, and each of them, the 
 proportion due by them and each of them of the amount so 
 paid on such judgment. The capital stock of every such 
 limited liability company shall be paid in, one-half thereof 
 within one year, and the other half thereof within two years 
 from the incorporation of said company, or such corpora¬ 
 tion shall be dissolved. The directors of every such com¬ 
 pany, within thirty days after the payment of the last in¬ 
 stallment of the capital stock, shall make a certificate stating 
 the amount of the capital so paid in, which certificate shall 
 be signed and sworn to by the president, and a majority of 
 the directors; and they shall, within the said thirty days, 
 record the same in the office of the Secretary of State, and 
 of the county in which the principal business office of such 
 corporation is situated. 
 
 Effect of dissolution. —§ 38. The dissolution, for 
 any cause whatever, of any corporation created as aforesaid, 
 shall not take away or impair any remedy given against 
 such corporation, its stockholders or officers, for any liabili¬ 
 ties incurred previous to its dissolution. 
 
/ 
 
 \ 
 
 INDEX. 
 
 ACT applicable to existing corporations, when, 20. 
 
 ACTIONS by and against corporation, 5. 
 
 against stockholders in “full liability” companies, 22. 
 to recover unpaid installments on subscriptions, 10. , 
 for penalties, 14, 23. 
 
 ADMINISTRATOR holding stock, not personally liable, 16. 
 
 may represent share of stock in his hands, and vote as 
 a stockholder, 17. 
 
 ANNUAL REPORT to be filed, 14. 
 requisites of, 14. 
 
 directors liable for failure to make, 14. 
 liability of officers for false, 16. 
 
 APPLICATION for certificate of incorporation, when may be 
 made, 5. 
 
 what to contain, 6. 
 how executed, 5. 
 where to be filed, 6. 
 
 BONDHOLDER, liability of director to, 12. 
 
 BONDS, company may issue, to what amount, 11. 
 
 directors liable for overissue of, when, 12. 
 to be issued only for money, labor done, or property re¬ 
 ceived, 12. 
 
 BOOK, minute , treasurer to keep, 10. 
 
 subscription , commissioners to open, 6. 
 containing accounts of company’s business to be kept, 
 i3. 
 
 open to inspection, 13. 
 
 containing names of stockholders to be kept, 13. 
 presumptive evidence of facts therein stated, 13. 
 penalty for neglect to keep, 14. 
 
 BUSINESS, place of, to be designated, 6. 
 may be changed, 20. 
 company taxable at, 19. 
 
 2 * 
 
28 
 
 INDEX. 
 
 BY-LAWS, power of company to make, 5. 
 to be adopted at first meeting, 7. 
 what to provide, 7. 
 
 to regulate times for payment of installments on sub¬ 
 scriptions, 10. 
 
 amended , copy of, to be filed, 8. 
 certified coj^y of, to be evidence, 8. 
 
 CAPITAL STOCK to be divided in shares, 10. 
 debts should not exceed, 16. 
 may be increased or diminished, 12. 
 how reduced, 12. 
 when company may reduce, 12. 
 statement of increase or reduction to be filed, 12. 
 annual report to state amount of, 14. 
 to be issued only for money, labor done, or property re¬ 
 ceived, 12. 
 
 dividends not to be paid out of, 15. 
 
 See Stock. 
 
 CERTIFICATE changing place of business, to be filed and re¬ 
 corded, 20. 
 
 extending corporate existence, when may be made, 19. 
 
 to be filed and recorded, where, 19. 
 of incorporation, application for, 5. 
 when to be issued, 8. 
 what to contain, 8. 
 copy of, to be filed and recorded, 8. 
 certified copy of, to be evidence, 8. 
 fees for, 8. 
 
 of payment, capital stock, in “limited liability” com¬ 
 panies, 25. 
 
 of stock, how to be issued, 11. 
 how transferable, 11. 
 when not transferable, 11. 
 
 CLASSIFICATION of corporations, 21. 
 
 CLERK or treasurer to keep record of stockholders, transfers 
 of stock, &c., 18. 
 
 liability of, for failure to make entry in record of 
 stockholders’ names, &c., 14. 
 
 See Secret \xiY 
 
 COMMISSIONERS to open books, to be appointed, 6. 
 duty of, 6, 7. 
 
 to call meeting of subscribers, when, 6. 
 verified copy of proceedings of first meeting, to be filed 
 - by, 7. 
 
INDEX. 
 
 29 
 
 COMMON SEAL, corporations may use, 5. 
 
 word limited to be engraved on, when, 23. 
 COMPANIES, objects for which may be formed, 4. 
 formation of, under act, 5, 6, 7. 
 may purchase, hold and convey property, 5. 
 may use common seal, sue and be sued, &c., 5. 
 may borrow money, 11. 
 mav issue bonds, 11. 
 may increase or reduce capital stock, 12. 
 not to loan money to stockholders, 16. 
 powers of, 5. 
 
 not dissolved by failure to elect directors, 18. 
 where taxable, 19. 
 
 indebtedness of, not to exceed capital stock, 16. 
 
 “ limited liability ,” duty of, 22. 
 
 CORPORATE existence not exceed fifty years, 6. 
 may be extended, 19. 
 how extended, 19. 
 
 certificate of extension of, to be filed, 19. 
 CORPORATION. See Companies. 
 
 CREDITORS, executors, &c., not liable to, 16. 
 
 liability of directors to, for failure to make annual re¬ 
 port, 14. 
 
 for declaring dividend when company insolv¬ 
 ent, 15. 
 
 when corporate indebtedness exceeds capital 
 stock, 16. 
 
 officers to, for false certificate, &c., 16. 
 stockholders to, 17. 
 
 stockholders in “ full liability ” companies to, 
 
 22 . 
 
 stockholders in “limited liability” com¬ 
 panies to, 24. 
 
 DEBTS, annual report of, to be made and filed, 14. 
 when stockholders liable for, 17, 22, 24. 
 when directors liable for, 14,15, 16. 
 when officers liable for, 16. 
 should not exceed capital stock, 16. 
 
 DIRECTORS, qualification of, 9. 
 number of, 9. 
 
 number of, how changed, 9. 
 
 first election of, 7. 
 
 election of, how conducted, 17,18. 
 
30 
 
 INDEX. 
 
 DIRECTORS— continued . 
 
 majority of whole number of, necessary to constitute 
 a quorum, 10. 
 
 may act till successors elected, 18. 
 to prepare and issue certificates of stock, 11. 
 to make and file annual report, 14. 
 to cause record of names of stockholders to be kept, 
 13. 
 
 correct books of corporate accounts to be kept, 13. 
 liability of, for failure to make report, 14. 
 
 for declaring dividend when company is in¬ 
 solvent, 15. 
 
 when corporate indebtedness exceeds capi¬ 
 tal stock, 16. 
 
 for omission of word “ limited ” in use of 
 corporate name, 23. 
 for overissue of bonds, 12. 
 
 DISSOLUTION, not worked by failure to hold election, 18. 
 
 by not organizing within a year after issuing of license, 9. 
 not to impair any existing liability of the company, its 
 stockholders or officers, 25. 
 
 DIVIDENDS not to be paid out of capital stock, 15. 
 liability of directors for declaring, 15. 
 
 ELECTION OF DIRECTORS to be annual, 17. 
 when and where held, 17. 
 notice of, 7,17. 
 
 when stockholder cannot vote at, 10. 
 who may vote at, 17,18. 
 shall be by ballot, 18. 
 neglect to hold, on day appointed, 18. 
 pledgor of stock may vote at, 17. 
 executors, &c., holding stock as such, may vote at, 17. 
 EVIDENCE, certified copy of certificate of incorporation, to 
 be, 8. 
 
 certified copy amended by-laws, to be, 8. 
 record-book of stockholders’ names, &c., to be, 13. 
 EXECUTOR holding stock not personally liable, 16. 
 
 may vote on stock held by him as such, 17. 
 EXISTENCE OF COMPANY. See Corporate Existence. 
 EXISTING COMPANIES may avail themselves of provisions of 
 this act, 20. 
 
 FALSE CERTIFICATE OR REPORT, liability of officers for 
 making, 16. 
 
INDEX. 
 
 31 
 
 FORFEITURE OF STOCK for non-payment of calls, 10. 
 
 “ FULL LIABILITY COMPANIES,” 22. 
 
 GUARDIAN holding stock not personally liable, 16. 
 may vote on stock held by him as such, 17. 
 
 INDIVIDUAL LIABILITY. See Liability. 
 
 INSOLVENT COMPANY not to pay dividend, 15. 
 INSPECTORS OF ELECTIONS to take and subscribe oath of 
 office, 18. 
 
 penalty imposed on, for violation of oath of office, 19. 
 
 LIABILITY of directors for failure to make report, 14. 
 
 for declaring dividend when company in¬ 
 solvent, 15. 
 
 when corporate indebtedness exceeds capital 
 stock, 16. 
 
 for omission of word “limited” in use of 
 corporate name, 23. 
 
 of officers for money loaned to stockholders, 16. 
 
 for making false certificate or report, 16. 
 of stockholders, 17, 22, 24. 
 
 of administrator, executor, guardian, or trustee, 16. 
 LICENSE, to be issued by Secretary of State, when, 6. 
 
 deemed revoked, when, 9. 
 
 “LIMITED LIABILITY” COMPANIES, 22. 
 who deemed stockholder in, 24, 25. 
 capital stock of, how paid in, 25. 
 certificate of payment of, to be recorded, 25. 
 
 LOAN OF MONEY to stockholders prohibited, 16. 
 
 MEETING of stockholders to increase or diminish capital 
 stock, -12. 
 
 of subscribers, when commissioners to call, 6. 
 to adopt by-laws, &c., 6. 
 notice of, 7. 
 
 NAME of proposed company to be set forth in application for 
 certificate of incorporation, 6. 
 when same as name of existing company, 6. 
 word “limited” to be affixed to, when, 22. 
 
 NOTICE of first meeting of subscribers, 7. 
 of elections, 17. 
 
 of meeting to increase or diminish capital stock, 12. 
 of sale of forfeited stock, 11. 
 
32 
 
 INDEX. 
 
 OATH OF OFFICE, inspectors of election to take and sub' 
 scribe, 18. 
 form of, 19. 
 
 penalty imposed on inspectors of election for violation 
 of, 19. 
 
 OFFICERS enumerated, 7. 
 
 by-laws to provide for filling vacancies among, 7. 
 to be elected, 7, 9. 
 duties of, 10. 
 
 may be required to give bonds for faithful discharge 
 of duties, 10. 
 
 liability of, for neglect to make entry in record book 
 of stockholders’ names, &c., 14. 
 for omitting word “ limited ” in use of corpo¬ 
 rate name, 28. 
 
 for loan of money to stockholders, 16. 
 for false certificate or report, 16. 
 power of company to appoint subordinate, 5. 
 
 See President, Secretary, Treasurer. 
 
 PENALTY for not keeping record of stockholders’ names, &c., 
 14 
 
 for violating oath of office, 19. 
 
 for omission of word “limited” in use of corporate 
 name, 28. 
 
 PLEDGEE OF STOCK not personally liable, 16. 
 
 PLEDGOR OF STOCK to remain personally liable, 16. 
 
 may vote as stockholder, 17. 
 
 POWERS OF COMPANY, 4, 5, 11. 
 
 PRESIDENT and subordinate officers to be elected, 7, 9. 
 PROXY, votes by, 18. 
 
 when not allowed to be voted on, 18. 
 
 REPORT. See Annual Report. 
 
 SEAL. See Common Seal. 
 
 SECRETARY to be elected by directors, 7. 
 duty of, 10. 
 
 SHARES OF STOCK. See Certificates of Stock. 
 
 STOCK, proceedings before forfeiture of, 10, 11. 
 
 when forfeited must be sold at public auction, 11. 
 transfer of, to be entered in corporate books, 13. 
 can be issued only for money, labor done, or prop¬ 
 erty received, 12. 
 
INDEX. 
 
 33 
 
 STOCK— continued. 
 
 how transferred, 11. 
 
 See Capital Stock, Certificate of Stock. 
 STOCKHOLDERS, right to vote at election, 18. 
 cannot vote at election, when, 10. 
 money not to be loaned to, 16. 
 
 who deemed, in “ limited liability” company, 24, 25. 
 majority may increase or reduce capital stock, 12. 
 book containing names, &c., of, to be kept, 13. 
 right to inspect corporate books, 13. 
 who hold as -executors, &c., not personally liable for 
 corporate debts, 16. 
 executors, &c., may vote as, 17. 
 pledgors of stock may vote as, 17. 
 
 remain liable as, 16. 
 pledgees of stock not liable as, 16. 
 liability of, 17. 
 
 liability of, in “full liability ” companies, 22. 
 liability of, in “ limited liability ” companies, 24. 
 meetings of, 12. 
 
 SUBSCRIPTIONS, commissioners to open book for, 6. 
 how and when payable, 10. 
 
 TABLE OF CORPORATIONS to be published annually in 
 session laws, 9. 
 what to contain, 9. 
 
 TAXATION, company subject to, where, 19. 
 
 what corporate property is liable to, 19. 
 
 TRANSFER OF STOCK, how effected, 11. 
 
 when can not be made, 11. 
 
 TREA SURER to be elected by directors, 7. 
 
 to give bonds for faithful discharge of duties, 10. 
 to keep book containing stockholders’ names, &c., 13. 
 TRUSTEE holding stock, as such, not personally liable, 16. 
 may vote as stockholder, 17. 
 
 VACANCIES among directors and other officers, by-laws to pro¬ 
 vide for "filling, 7. 
 
 VOTES, when can not be by proxy, 18. 
 of executors, &c., 17. 
 of pledgor of stock, 17. 
 of stockholders, when not received, 10. 
 to be taken by ballot, 18. 
 
O' 
 
 APPENDIX. 
 
 INDEX TO FORMS. 
 
 PAGE 
 
 Preliminary Certificate ..... ii 
 
 Commissioners’ Report.—Verified Record of Proceedings . iii 
 
 By-Laws ...... v 
 
 Annual Report ...... xi 
 
 Certificate of “ Limited Liability ” Company as to Payment'of 
 
 Capital Stock . . . . . . . xii 
 
 Certificate Extending Term of Corporate Existence . . xiii 
 
 Certificate Changing Business Office .... xiv 
 Statement of Increase of Capital Stock . . . xv 
 
 * Certificate of Reorganization .... xvi 
 
 i 
 
FORMS. 
 
 Preliminary Certificate. 
 
 See page 5 , § 3 . 
 
 State of New York, ) 
 
 County of [ ss ' 
 
 We, the undersigned A. B., C. D., E. F., ana G-. H., all of the 
 City of New York, and I. J., of the City of , State of 
 
 , do hereby certify: That we propose to form a com¬ 
 pany, of the class of (full, or) limited liability companies, pursu¬ 
 ant to the provisions or an act of the Legislature of the State 
 of New York, entitled “ An act to provide for the organization 
 and regulation of certain business corporations,” passed June 
 21st, 1875, and do hereby set forth: 
 
 First. The name of said corporation is to be the [here insert 
 corporate name , with addition of word “Limited,” if the proposed 
 corporation is to belong to that class]. 
 
 Second. The object and nature of the business for which said 
 corporation is to be formed is [ here state exact object and nature 
 of business to be carried on], and the manufactory thereof and the 
 locality of its business are to be at , County of 
 
 , State of New York. 
 
 Third. The amount of the capital stock of said corporation 
 is to be [ insert amount] dollars. 
 
 Fourth. The number of shares of which said capital stock 
 shall consist, is to be [insert total number of shares and par value 
 of each). 
 
 Fifth. The location of the principal business office of said 
 corporation is to be in the city of [insert name of city], in the 
 State of New York. 
 
 Sixth. The duration of said corporation is to be for the term 
 of [insert number of years, which must not exceed fifty]. 
 
 In witness whereof we have hereunto affixed our hands in the 
 city of , on the day of , A. D. 187 . 
 
 [Individual signatures of proposed corporators , 
 above named.] 
 
APPENDIX. 
 
 Ill 
 
 State of New York, 
 
 County of 
 
 On this day of , A. D., 187 , before me 
 
 personally came [ insert names of proposed corporators ], to me per¬ 
 sonally known, and known to me to be the persons described in 
 and who executed the foregoing instrument, and they severally 
 acknowledged to me that they executed the same for the pur¬ 
 poses therein set forth. 
 
 In witness whereof I have hereunto affixed my 
 [l. s.] hand and seal of office, in the city of New York, on 
 the day and date above set forth. 
 
 [Name and title of notary.\ 
 
 Commissioners’ Report.—Verified Record of Proceedings. 
 
 See page 7 , § 7 . 
 
 State of New York , 
 
 Office of the Secretary of State, 
 
 It is hereby certified, that an original certificate for the forma¬ 
 tion of a corporation, in the class of limited (or full) liability com¬ 
 panies, under the corporate name of [here name is inserted ], under 
 chapter 611, Laws of 1875, entitled “ An Act to provide for the 
 organization and regulation of certain business corporations,” 
 was filed in this office on the day of , 187 . 
 
 I do therefore hereby license and empower the following 
 named persons (being the persons named in and who have made 
 and acknowledged said certificate), to wit: [ names of proposed 
 corporators ], as commissioners to open books for subscriptions to 
 the capital stock of such corporation, at such times and places as 
 they may determine, to the full amount of the capital stock 
 named and authorized in said certificate, to wit: 
 
 dollars, in shares of dollars each ; said 
 
 commissioners to proceed in all respects as provided in and by 
 the said act, under which said corporation is proposed to be or¬ 
 ganized. 
 
 Witness my hand and the seal of office of the Secretary of 
 State, at the city of Albany, this day of 
 
 , 187 . 
 
 [l. s.] 
 
 Secretary of State. 
 
IV 
 
 APPENDIX. 
 
 In accordance with the foregoing license from the Secretary 
 of State of the State of New York, a meeting of the commis¬ 
 sioners named in said license was held this day of 
 
 , 187 , at No. , street, in the 
 
 city of , at o’clock, a. (or p.) m. 
 
 There were present, Messrs. 
 
 , being the whole number of said 
 
 commissioners. 
 
 The meeting was called to order by the selection of Mr. 
 
 to act as chairman, and Mr. to act 
 
 as secretary. 
 
 On motion of Mr. , the following preamble and 
 
 resolution were adopted: 
 
 “ Whereas , In accordance with section 5 of the Act, chapter 
 611, Laws of 1875, passed June 21st, 1875, it becomes necessary 
 to have one-lialf of the capital stock subscribed, and ten (10) 
 per cent, paid thereon in cash, so as to effect an organization, 
 
 “ Therefore be it Resolved , That books for subscriptions to 
 the capital stock of this company be now opened, and that sub¬ 
 scriptions to the capital stock of this company be now received, 
 and that each subscriber at the time of subscribing shall pay 
 ten (10) j3er cent, of his subscription in cash.” 
 
 Mr. was appointed treasurer to receive said cash 
 
 subscriptions. 
 
 In accordance with the foregoing resolution, the following 
 subscriptions were received in shares of dollars each, and 
 
 ten (10) per cent, thereon paid in by each of the subscribers, in 
 cash, to the treasurer, as follows: [here insert date of subscription 
 and name and place of residence of subscriber , with amount of his 
 subscription — e. g., “ Sept. 1, 1875, A. B., office street, 
 
 city, 15 shares”]. 
 
 It being shown that one-half of the whole capital stock had 
 been subscribed, and ten (10) per cent, paid thereon, in accord¬ 
 ance with the requirements of section 5 of the Act of June 21, 
 1875, the secretary was instructed to notify each subscriber, in 
 writing, that a meeting of all the subscribers would be held on 
 the day of , at o’clock, a. (or p.) m., at 
 
 No. street, for the purpose of adopting by¬ 
 
 laws for such corporation, and electing directors thereof, after 
 which the meeting adjourned. 
 
 New York City, , 187 . 
 
 Secretary. 
 
APPENDIX. 
 
 V 
 
 New York, ,18 . 
 
 A meeting of the subscribers to the capital stock of the 
 [insert corporate name , with addition of word “ Limited,” if the 
 company belongs to that class ] will be held on the day 
 
 of , 18 , at o’clock, a. {or p.) m., at No. 
 
 street, for the adoption of by-laws and the election of directors 
 for said company. 
 
 Secretary. 
 
 In accordance with the foregoing notice, duly mailed, post¬ 
 age paid, at least five days prior to the day of , 
 
 187 , to each subscriber, at his residence, a meeting of the sub¬ 
 
 scribers to the capital stock of the [insert corporate name , with 
 addition of word ' 1 Limited,” if company belongs to that class] was 
 held on the day of , 187 , at o’clock, 
 
 a. {or p.) m., at No. street, in the city of 
 
 There were represented in person [insert number] shares of the 
 capital stock of the company, by [insert number] subscribers to 
 said stock; being the whole amount subscribed. 
 
 Mr. was called to the chair, and Mr. was 
 
 chosen secretary. 
 
 The chairman presented to the meeting a set of by-laws for 
 the government of the company, which were duly discussed and 
 amended, and, on motion, the following resolution was unan¬ 
 imously adopted: 
 
 “ Resolved , That this meeting hereby adopt the following 
 ‘ By-laws for the [insert corporate name , with addition of word 
 u Limited,” if the company belongs to that class], to wit: 
 
 BY-LAWS 
 
 OF THE 
 
 [ Corporate name , with addition of word u Limited,” if company 
 
 belongs to that class.] 
 
 Article 1. Of Directors. 
 
 Section 1. The number of directors of the company shall be 
 [insert number; not less than five nor more than thirteen J, who 
 shall be stockholders of the company to the extent of at least 
 five shares each, and shall be annually elected at the annual 
 meeting on the [insert day — e. g., first Monday of May], and serve 
 
VI 
 
 APPENDIX. 
 
 for the term of one year, and until such time as their successors are 
 chosen, but in no case to hold longer than three months after the 
 expiration of the year. Any vacancy in the board of directors, or 
 among the officers of the company, caused by death, resignation, 
 or otherwise, shall be filled by the remaining directors for the bal¬ 
 ance of the year, and until the next annual election. Any va¬ 
 cancy among the directors may be filled at a special meeting of 
 the stockholders, if called for that purpose immediately after 
 the occurrence of such vacancy. Any one or more of the direct¬ 
 ors may be removed at any time by a vote of two thirds in 
 amount of all the stockholders at any special meeting called for 
 that purpose. 
 
 Section 2. The board of directors, immediately after organiz¬ 
 ing, shall elect a president, a treasurer, and a secretary. They 
 shall hold their offices for the term of one year, or until the next 
 annual election (if held within three months from time of said 
 annual election), unless removed for cause by a vote of the ma¬ 
 jority of the board. 
 
 Section 3. No director, as such, shall receive any salary for 
 his services ; but this is not to be construed to preclude any 
 director from holding any other office in the company and re¬ 
 ceiving compensation therefor, or performing any special service 
 for which compensation may be allowed, provided that no 
 director shall be chosen to any office for which compensation is 
 allowed, or such compensation be fixed, except by a two-thirds 
 vote of the directors, not including his own vote. The board 
 of directors shall fix the compensation of its officers and em¬ 
 ployees. No debt or liability beyond the current expenses of the 
 company shall be contracted by the board of directors, or any 
 officer of the company without the assent of a majority of the 
 stockholders, and subject to the restrictions contained in section 
 22 of ch. Oil Laws of 1875. 
 
 Section 4. The board of directors shall hold regular monthly 
 meetings at the office of the company on the \ insert date — e. g ., 
 first Monday of every month], except when such day shall be a 
 legal holiday, and in that case the meeting shall be held on the 
 following day. Special meetings of directors may be called at any 
 time by the president, by oral notice or by notice in writing duly 
 served on each director. All committees shall be appointed by 
 a vote of the board. 
 
 Section 5. Dividends of net profits on hand shall be declared 
 and paid as often and at such times as the directors may de¬ 
 cide, subject to the restrictions contained in section 19 of the 
 act under which this corporation is formed. 
 
APPENDIX. 
 
 VI1 
 
 Section 6. The board shall provide a seal with suitable de¬ 
 vice, and containing thereon the corporate name of the company, 
 which shall be in charge of the secretary, and to be affixed by 
 him only on certificates of stock, unless otherwise instructed to 
 affix the same by order of the board of directors. 
 
 Article 2. Meetings of Stockholders. 
 
 Section 1. There shall be an annual meeting of stockholders 
 on the [insert day — e. g ., first Monday of May] in each and 
 every year, at the office of the company in the city of 
 
 Section 2. Special meetings of stockholders may be called by 
 the board of directors, and also upon the request in writing of 
 such number of stockholders as may collectively own one-third 
 of the capital stock of the company, upon ten clays’ notice duly 
 published in a newspaper published in the city of , 
 
 in like manner as for the regular annual meeting. 
 
 Section 3. At all stockholders’ meetings a majority of the 
 wffiole capital stock of the company shall be required to consti¬ 
 tute a quorum for the transaction of business. 
 
 Article 3. Of Capital Stock. 
 
 Section 1. [Omit this section if corporation is a full lia 
 
 bility company. ] Subscriptions to the capital stock (in addition to 
 the ten per cent, paid at time of subscription) to the amount of 
 one-half of the capital stock of the company, must be paid in to 
 the treasurer within one year from the date of the issuing of the 
 license to commissioners, to wit, from [insert date J, and the 
 remaining one-half of such subscriptions to capital stock 
 must be paid in within one year thereafter, as provided in sec¬ 
 tion 37 of said general act, cli. 611, Laws of 1875, and to be paid 
 at such intervals of time as shall be fixed by the board of 
 directors. 
 
 And any failure to pay any instalments when required to be 
 paid by the board of directors, shall work a forfeiture, pursuant 
 to the provisions of section eleven of said general act. 
 
 Section 2. Certificates of stock shall be numbered and regis¬ 
 tered in the order they are issued, and shall be signed by the 
 president and countersigned by the treasurer, and the seal of 
 the company shall be affixed thereto. All certificates shall be 
 bound in a book, and shall be issued in consecutive order there¬ 
 from ; and in the margin thereof shall be entered the name of 
 the person owning the shares therein represented with the num¬ 
 ber of shares, and the date thereof. Each certificate shall be 
 
Yin 
 
 APPENDIX. 
 
 receipted for in the certificate hook. All certificates exchanged 
 or returned to the company shall be canceled by the secretary, 
 and such canceled certificates pasted in their original place in 
 the certificate book, and no new certificates shall be issued until 
 the old certificate has been thus canceled and returned to its 
 original place in said book. 
 
 Section 3. Transfers of shares shall only be made upon the 
 books of the company by the holder in person or by power of 
 attorney duly executed and acknowledged and filed with the 
 secretary of the company, and on the surrender of the certificate 
 or certificates of such shares. 
 
 Section 4. Whenever the capital stock of the company is in¬ 
 creased, each bona fide owner of stock of the company shall be 
 entitled to purchase an amount of stock in proportion to the 
 .number of shares of stock he holds in the company at the time 
 of such increase, at the par value of the same. 
 
 Article 4. Of Officers. 
 
 Section 1. Duties of the President. —It shall be the duty of the 
 president to preside at all the meetings of the board of direct¬ 
 ors ; to sign all certificates of stock of the company; to counter¬ 
 sign all checks drawn by the treasurer; to sigu and execute all 
 contracts in the name of the company and affix the seal of the 
 company thereto, when instructed so to do by the board; he 
 shall at each stated meeting present a report of the state of the 
 business of the company; he shall appoint and discharge all em¬ 
 ployees, subject to the approval of the board of directors; he 
 shall have general charge of and supervision over all the busi¬ 
 ness of the company and over all its employees; and he shall 
 do and perform all acts incident to the position of president au¬ 
 thorized or required by the general act under which this com¬ 
 pany is organized. In the absence of the president, the board 
 may appoint a president pro tem. from its number. 
 
 Section 2. Duties of the Treasurer. —It shall be the duty of 
 the treasurer to have the care and custody of all the funds of the 
 company which may come into his hands, and to deposit the 
 same as treasurer in such bank or banks as the directors may 
 elect; he shall sign all checks, drafts, notes and orders for the 
 payment of money, which shall be countersigned by the presi¬ 
 dent, and he shall pay out and dispose of the same under the 
 direction of the president; he shall render a statement of his 
 cash account at each regular meeting of the board; he shall at 
 all reasonable times exhibit his books and accounts to any di- 
 
APPENDIX. 
 
 IX 
 
 rector or stockholder of the company, upon application at the 
 office of the company, during business hours; he shall counter¬ 
 sign all certificates of stock signed by the president; he shall 
 give such bonds for the faithful performance of his duties, to the 
 amount of thousand dollars, with two or more sufficient 
 sureties, to the amount of thousand dollars each, as shall 
 be satisfactory to the board of directors. 
 
 Section B. Duties of the Secretary .—The secretary shall keep 
 the minutes of the board of directors, in a proper book provided 
 for that purpose, and also the minutes of the meetings of stock¬ 
 holders ; he shall attend to the giving and serving of all notices 
 of the company, and shall affix the seal of the company to all 
 certificates of stock, when signed by the president and counter¬ 
 signed by the treasurer; he shall have the charge of the certifi¬ 
 cate book, transfer book and stock ledger, and such other books 
 and papers as the board may direct, all which shall at all rea¬ 
 sonable times be open to the examination of any director or 
 stockholder, upon application at the office of the company, 
 during business hours; he shall attend to such correspondence 
 as may be assigned to him, and he shall, in general, under the 
 direction of the president, perform all the duties incident to the 
 office of secretary of such company; he shall also act as secretary 
 to all the standing committees of the board. 
 
 Article 5. Order of Business. 
 
 The following shall be the regular order of business at all 
 meetings of the board of directors: 
 
 1. Reading and approving the minutes of the previous 
 meeting. 
 
 2. Report of the president. 
 
 8. Report of the secretary. 
 
 4. Report of the treasurer. 
 
 5. Reports of standing committees. 
 
 6. Reports of special committees. 
 
 7. Unfinished business. 
 
 8. New business. 
 
 Article 6. Inspectors of Election. 
 
 The election of directors shall be conducted by three inspect 
 ors, who shall be stockholders, and shall annually be elected with 
 the directors. And neither of the inspectors shall be an officer 
 or a director of the company. The inspectors for the first an¬ 
 nual election shall be appointed by the board one month previ¬ 
 ous to such election. 
 
 3 
 
X 
 
 APPENDIX. 
 
 Article ?. By-laws. 
 
 These by-laws may be altered, amended, or added to, by the 
 affirmative vote of the stockholders representing at least two- 
 tliirds of the whole capital stock, at any annual meeting, or at a 
 special meeting, called for that purpose.” 
 
 The meeting then proceeded to an election for \insert num¬ 
 ber ] directors, who shall manage the affairs of the company for 
 the first year. 
 
 Mr. and Mr. were selected to act as inspectors of 
 
 such election; and upon canvassing the vote, it was found that 
 there were [insert number] shares of stock voted on; that the 
 whole number of votes cast was [insert number ]; that 
 
 had eneh received [insert number] votes, being the whole num¬ 
 ber of votes cast, and thereupon Messrs. 
 
 , all of the city of New 
 York; and , of the city of , 
 
 were declared duly elected as directors of this company, after 
 which, there bjeing no further business, the meeting adjourned. 
 
 New York, , 18 . 
 
 Secretary. 
 
 We, the undersigned commissioners, appointed under license 
 of the Secretary of State of the State of New York, dated 
 
 ,187 , for the purpose of organizing the [insert corporate 
 name , with addition of word “Limited,” if company belongs to 
 that class], hereby certify that the foregoing is a true and correct 
 record of all the proceedings had under said license. 
 
 In witness whereof, we have hereunto set our hands, in the 
 city of , on this day of , A. D. 
 
 187 . 
 
 State of New York, 
 
 County of 
 
 On this day of 
 came [insert names of commissioners], to me personally known, 
 and known to me to be the persons described in and who exe¬ 
 cuted the foregoing instrument, and severally acknowledged to 
 
 [Signatures of commissioners.] 
 
 j- ss.: * 
 
 , A.D. 18 , before me personally 
 
 4 
 
APPENDIX. 
 
 XI 
 
 me that they executed the same for the purposes therein set 
 forth. 
 
 In witness whereof, I have hereunto affixed my hand and 
 seal of office, in the city of , on the day and 
 
 date above set forth. 
 
 [L.S.] 
 
 State of "New York, 
 County of 
 
 [-Signature and title of notary. ] 
 
 {Insert names of commissioners ], the commissioners named in 
 the license of the Secretary of State, bearing date the day of 
 18 , for opening books of subscription to the capital stock 
 
 of the [insert corporate name, with addition of icord “ Limited,”^/* 
 company belongs to that class ], being each duly sworn, each 
 for himself deposes and says that he has read the foregoing 
 record of the proceedings of meeting of subscribers to the capi¬ 
 tal stock of said company (containing a copy of the subscription 
 list thereof, and of the names of the directors chosen thereat), 
 that he knows its contents, and that said record is in all respects 
 correct and true. 
 
 [Signatures of commissioners .] 
 Severally subscribed and sworn to be- ) 
 fore me this day of , 18 . \ 
 
 [l. s.] [Signature and title of notary. ] 
 
 ANNUAL REPORT. 
 
 See page 14, § 18. 
 
 We, A. B., C. D., E. F., and Gr. H„ being directors of the 
 [insert corporate name, with addition of the icord “ Limited ” if the 
 company belongs to that class], and a majority thereof, and the 
 said A. B. being president of said company, do hereby certify 
 and declare: 
 
 That the capital stock of said company is [here state amount , 
 which must in no case exceed two million dollars]. 
 
 That [here state proportion of capital stock actually paid in, 
 e. g., the whole of said capital stock has been paid up in full, 
 one half thereof in cash, and the other half thereof by milling 
 property necessary for the company’s business, in payment for 
 which one-half of the whole capital stock was issued*]. 
 
 That the existing assets of the company amount, as nearly as 
 
 * S zq page 12, § 14. 
 
Xll 
 
 APPENDIX. 
 
 can be ascertained, to [here insert the amount ], and consist of 
 [here insert in general terms the nature of asset*]. 
 
 That the existing debts of the company amount, as nearly as 
 can be ascertained, to [here insert the amount ], and consist of 
 [here insert in general terms the nature of debts]. 
 
 That the said company did, on the day of , 18, , 
 
 and since the making of its last preceding annual report, declare 
 a dividend of ?per cent. 
 
 Witness our hands this day of January, 18 . 
 
 [Name of Company ], 
 by A. B., Prest. 
 
 C. D. 
 
 E. F. 
 
 G. H. 
 
 State of New York, \ 
 
 County of \ 
 
 A. B., being duly sworn, says that he is a director and the 
 president of [here insert corporate name , with addition of the word 
 “Limited ” if the company belongs to that class] ; that he has read 
 the foregoing report, and knows the contents thereof,-and that 
 the same is true of his own knowledge except as to the matters 
 therein stated on information and belief, and as to those matters 
 he believes it to be true. 
 
 A. B., Prest. 
 
 Sworn to before me this ) 
 day of January, 18 . f 
 
 [l. s.] [Signature and title of notary]. 
 
 Certificate of 66 Limited Liability ?? Company as to Payment 
 
 of Capital Stock in Full. 
 
 See page 25, § 37. 
 
 We, A. B., C. D., E. F., and G. H., being directors of The 
 [insert corporate name, with the addition of the word “Limited ” 
 if the company belongs to that class], and a majority thereof, and 
 the said A. B., being president of said company, do hereby 
 certify: 
 
 That the capital stock of said company is [here insert amount]. 
 
 That the whole of said capital stock has been paid up in full. 
 [If the payment has been made in any other way than in cash, then 
 state manner of payment as in last preceding form]. 
 
 That the payment of the last instalment of the said capital 
 
APPENDIX. 
 
 Xlll 
 
 stock, to wit, the sum of dollars, was made on the day 
 of ,18 . [A day less than thirty days prior to the making 
 
 of said certificate ]. 
 
 Witness our hands, this day of , 18 . 
 
 A. B., Prest. 
 
 C. D. 
 
 E. F. 
 
 G. H. 
 
 State of New York, 
 County of 
 
 A. B., C. D., E. F. and Gr. H., directors of the [ insert corpo¬ 
 rate name , with the addition of the word “ Limited,” if the com¬ 
 pany belongs to that class ], and the said A. B., president of said 
 company, being duly sworn, each for himself deposes and says 
 that he has read the 1 foregoing certificate and knows the contents 
 thereof, and that the said certificate is in all respects correct and 
 true. 
 
 Severally subscribed andl 
 sworn to before me this { 
 day of 
 
 187 . 
 
 [l. s.] [Signature and title of notary ]. 
 
 ’J 
 
 A. B., Prest. 
 C. D. 
 
 E. F. 
 
 G. H. 
 
 Certificate Extending the Term of tiie Corporate 
 
 Existence. 
 
 See page 19, § 29. 
 
 Whereas, the original certificate of incorporation of the 
 [insert corporate name , with the addition of the word “ Limited,” 
 if the company belongs to that class], a corporation duly created 
 and formed under, and in pursuance of an act of the Legisla¬ 
 ture of the State of New York, entitled “An Act to provide 
 for the organization and regulation of certain business corpora¬ 
 tions,” passed June 21, 1875, fixed the duration of said company 
 for the term of years, commencing on the day 
 
 of 18 . 
 
 Now, therefore , we [ insert 'individual names ] being stock¬ 
 holders in the said [ insert corporate name as above] own¬ 
 ing at least two-thirds in amount of the capital stock of said 
 company, to wit: [ insert number] shares, do hereby consent, that 
 the corporate existence of said company, be, and the same hereby 
 is, extended for the term of [ here insert the additional term , which 
 together with the original term of existence , must not exceed fifty 
 
 3* 
 
XIV 
 
 APPENDIX. 
 
 years\ years from the expiration of the period originally fixed for 
 the duration of its corporate existence, as mentioned in its orig¬ 
 inal certificate of incorporation. 
 
 In witness whereof, we have hereunto subscribed our names, 
 this day of , 18 . 
 
 State of New York, 
 County of 
 
 [,Signature of stockholders.'] 
 ss.: 
 
 On this day of 18 , before me person¬ 
 
 ally appeared [ insert names of stockholders signing said certificate] 
 to me known to be the individuals described in, and who signed 
 the foregoing certificate, and severally acknowledged to me that 
 they signed the same for the purposes therein mentioned. 
 
 In witness whereof, I have hereunto affixed my hand and seal 
 of office, in the city of , on the day and year 
 
 above set forth. 
 
 [l. s.] \Signature and title of notary.] 
 
 Certicalite Changing Principal Business Office. 
 
 See page 20, § 31. 
 
 Whereas, the original certificate of incorporation of the [ in¬ 
 sert corporate name , with the addition of the word “Limited,” if 
 the company belongs to that class], a corporation duly created 
 and formed under and in pursuance of an act of the Legisla¬ 
 ture of the State of New York, entitled “ An Act to provide for 
 the organization and regulation of certain business corporae 
 tions,” passed June 21, 1875, fixed the principal business offic- 
 of said corporation, at the city of , in the State of 
 
 New York: 
 
 Now, therefore , we [insert individual names] being stock¬ 
 holders in the said [insert corporate name as above], owning at 
 least two-thirds in amount of the capital stock of such corpora¬ 
 tion, to wit: [insert number] shares, do hereby consent that the 
 principal business office of said company be, and the same hereby 
 is, changed from the said city of , to the city of 
 
 , in the State of New York. 
 
 In witness whereof, we have hereunto subscribed our names 
 this day of 18 . 
 
 [Signatures of stockholders.] 
 [Acknowledgment as in last preceding form.] 
 
APPENDIX. 
 
 XV 
 
 Statement of Increase of Capital Stock. 
 
 See page 12, § 15. 
 
 Whereas the original certificate of incorporation of the [ insert 
 corporate name , with addition of the icord Limited, if the company 
 belongs to that class ], a corporation duly created and formed 
 under and in pursuance of an act of the Legislature of the State 
 of New York, entitled “ An Act to provide for the organization 
 and regulation of certain business corporations,” passed June 
 21, 1875, fixed the amount of the capital stock of said corpora¬ 
 tion at [insert amount ]; 
 
 And whereas , at a meeting of the stockholders of said cor¬ 
 poration, held in the city of , on the day 
 
 of , 18 , a written {or printed) notice thereof, addressed 
 
 to each stockholder of the said company at his last known place 
 of residence, having been deposited in the post office, in the city 
 of' , on the day of ,187 (being at least 
 
 five days before said meeting), and postage paid thereon—a vote 
 was passed by a majority of the stockholders in number, and 
 representing a majority of the stock of such corporation, increas¬ 
 ing the capital stock of said corporation to the amount of 
 [insert amount , not exceeding $2,000,000]: 
 
 Now, therefore , we, A. B., C. D., E. F. and G. H., being di¬ 
 rectors of said company, and a majority thereof, and the said 
 A. B. being president thereof, do hereby certify that the capital 
 stock of said company lias been, and is, increased from the 
 amount of [ insert amount ] to the amount of [insert amount]. 
 
 In witness whereof we have hereunto set our hands, this 
 day of , 18 . 
 
 A. B., Prest. 
 
 c. d . 
 
 E. F. 
 
 G. H.* 
 
 [Same acknowledgment as in 11 Certifi¬ 
 cate of Limited Liability Company 
 as to Payment of Capital Stcck in 
 Full.' > '’ See page xii of Forms.] 
 
 From the above Form, the Statement op Decrease of 
 Capital Stock can be readily drafted. It should show, in ad¬ 
 dition to the above facts, the amount of debts and liabilities of 
 the company, and that they do not exceed the amount to which 
 the capital stock is reduced. 
 
XVI 
 
 APPENDIX. 
 
 Certificate of Reorganization, under the Act, of an exist¬ 
 ing Corporation. 
 
 See page 20, § 32. 
 
 Whereas, the [ insert corporate name ] was duly formed and 
 created under and in pursuance of an act of the Legislature of 
 the State of New York, entitled “An act [ here set forth title of 
 act in full] ; ” the term of corporate existence of said company 
 being years from the day of , 18 ; the objects 
 
 for which it was formed being [ insert objects ] ; the amount of its 
 capital stock being [ insert amount ], in shares of dollars 
 
 each, of which amount of capital dollars have been paid 
 
 in; and the number of directors {or trustees) which should 
 manage its affairs being [ insert number ]. 
 
 And whereas, the directors [or trustees] of said company 
 published a notice signed by at least a majority of them, in the 
 [insert name of newspaper'], a newspaper published in the county 
 of [insert name of county], in which the principal business office 
 of said company is situated, for at least three successive weeks, 
 beginning on the day of , 18 , which notice was 
 
 in the words and language following, to wit: 
 
 New York, 18 . 
 
 A meeting of the stockholders of the [insert corporate name] 
 will be held on the day of , 18 , at o’clock, 
 
 at the office of said company in the city of , to deter¬ 
 
 mine whether the said company shall reorganize as a [full or] 
 limited liability company, under, and avail itself of, the privi¬ 
 leges and provisions of the act of the Legislature of the State 
 of New York, entitled “An act to provide for the organiza¬ 
 tion and regulation of certain business corporations,” passed 
 June 21, 1875. 
 
 [Signatures of a majority of the directors.] 
 
 And whereas a printed [or written] copy of such notice, ad¬ 
 dressed to each stockholder of said company at his last known 
 place of residence, was deposited in the post office, postage 
 prepaid, on the day of , 18 , at least three weeks 
 
 previous to the day fixed upon for holding said meeting, 
 
 Now, therefore, we, the undersigned, do hereby certify, that 
 in accordance with the foregoing notice, a meeting of the stock¬ 
 holders of the [insert corporate name] was held on the day 
 
 of , 18 , at o’clock, at the office of said company in 
 
 the city of . That there were represented in person or 
 
 by proxy [insert nmriber] shares of the capital stock of the said 
 company. That Mr. [one of the directors of said company] was 
 called to the chair, and Mr. [a suitable person] was chosen 
 
APPENDIX. xvii 
 
 secretary. That, on motion, the meeting then proceeded to de¬ 
 termine by vote whether the said company should reorganize as 
 a (full or) limited liability company, under and avail itself of 
 the privileges and provisions of the act of the Legislature of the 
 State of New York, entitled “ An Act to provide for the organ¬ 
 ization and regulation of certain business corporations,” passed 
 June 21, 1875. That the whole number of votes cast was [insert 
 number]. That of the number of votes cast [ here insert number of 
 rotes in favor of reorganizing ], representing a majority of all the 
 stock of said company, were cast in favor of the company’s avail¬ 
 ing itself of the provisions of said act, and organizing under 
 said act as a (full or ) limited liability company. That Mr. 
 
 , one of the stockholders of said company, then 
 presented to the meeting a resolution in the words and language 
 following: 
 
 “ Resolved: First , That the name of this company shall be 
 [insert name , with addition of word u Limited, ” if company belongs 
 to that class]. 
 
 “ Second, That the object and nature of the business for which 
 said corporation is formed is , and the 
 
 manufactory thereof and the locality of its business are in 
 , county of , State of New York. 
 
 “ Third , That the amount of the capital stock of said com¬ 
 pany is dollars. 
 
 “ Fourth, That the number of shares of which such capital 
 stock consists is [insert total number of shares and par value of 
 each]. 
 
 “ Fifth , That the location of the principal business office of 
 said corporation is in the city of , in said State. 
 
 “ Sixth , That the duration of the said corporation is for the 
 term of years, being balance of unexpired term of orig¬ 
 
 inal corporation. 
 
 ‘ ‘ Seventh , That the number of directors of said company 
 shall be , and the names of the directors who shall man¬ 
 
 age the affairs of the company for the first year are [insert names].'' 1 
 
 Whereupon, on motion, the said resolution was adopted by a 
 vote of stockholders, representing a majority of all the 
 
 stock of said company. That there being no further business, 
 the meeting then adjourned. 
 
 We, the undersigned chairman and secretary of the meeting 
 
xviii APPENDIX. 
 
 above mentioned, hereby certify that the foregoing is a true and 
 correct record of all the proceedings had at such meeting. 
 
 In witness whereof, we have hereunto set our hands this 
 day of , A. D. 18 . 
 
 Chairman. 
 
 Secretary. 
 
 State of New York, 
 
 County of 
 
 On this day of , A. D. 18 , before me per¬ 
 
 sonally came [ insert names of chairman and secretary ], to me per¬ 
 sonally known, and known to me to be the persons described in 
 and who executed the foregoing instrument, and severally ac¬ 
 knowledged to me that they executed the same for the purposes 
 therein set forth. 
 
 In witness whereof, I have hereunto affixed my hand and seal 
 of office the day and year above set forth. 
 
 [l. s.] [ Signature and title of notary.'] 
 
 State of New York, 
 
 County of 
 
 [Insert name], chairman, and \insert name], secretary, above 
 named, being each duly sworn, each for himself deposes and 
 says that he has read the foregoing record of proceedings sub¬ 
 scribed by him; that he knows its contents, and that said record 
 is in all respects correct and true. 
 
 Severally subscribed and sworn 1 Chairman. 
 
 to before me this day > 
 
 of 18 . ) Secretary. 
 
 [l. s.] [Signature and title of notary.] 
 
 Annex to foregoing certificate affidavits of person who mailed 
 notices of meeting to that fact; and of printer to fact of publi¬ 
 cation of same. Also annex copy of by-laws of company.