The People of the State of New York, represented in Senate and Assembly, do enact as follows:

SECTION 1. Any three or more persons may organize and form themselves into a corporation in the manner specified and required in and by the act entitled "An Act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, eighteen hundred and forty-eight, for the purpose of propagating, cultivating and developing the different varieties of the grape, and the manufacture of wines and brandies therefrom, and cultivating sugar cane, cotton, rice, tobacco, indigo, and other products of the earth, for preparing the same for market, and for transporting and disposing of the same. Every corporation so formed shall be subject to all the provisions and obligations contained in the aforesaid act, and the several acts amendatory of the same, so far as they are or may be applicable, and shall be entitled to all the benefits and privileges conferred by said act and amendatory acts; except that such corporations shall not be confined in their operations to the counties in which their certificates shall be filed.

§ 2. This act shall take effect immediately.

[Laws of 1865, ch. 234, p. 378.

vided by this act, and with all the powers, benefits and privileges thereby conferred, and subject to all the duties, liabilities and restrictions therein imposed, for the purpose of carrying on the business of constructing, maintaining and using stationary and floating elevators or warehouses, for all purposes appertaining to or connected with trade or commerce, in the several kinds of grain, in the port of New York. [Laws of 1864, ch. 337, § 3.]

[When to become bodies corporate.]—§ 2. When the certificate shall have been filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, in fact and in name, by the name stated in such certificate; and by that name have succession, and shall be capable of suing and being sued in any court of law or equity in this State, and they and their successors may have a common seal, and may make and alter the same at pleasure; and they shall, by their corporate name, be capable in law of purchasing, holding and conveying any real and personal estate whatever which may be necessary to enable the said company to carry on their operations named in such certificate, but shall not mortgage the same or give any lien thereon.*

[Trustees to be elected.]-§ 3. The stock, property and concerns of such company shall be managed by not less than three, nor more than ninet trustees, who shall respectively be stockholders in such company and citizens of the United States, and a majority of

* See Amendment of 1864, page 23, post.

+ See Amendment of 1860, page 11, post,

1*

whom shall be citizens of this State, who shall, except the first year, be annually elected by the stockholders, at such time and place as shall be directed by the bylaws of the company; and public notice of the time and place of holding such election shall be published not less than ten days previous thereto, in the newspaper printed nearest to the place where the operations of the said company shall be carried on; and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy. All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in the said company; and the persons receiving the greatest number of votes shall be trustees; and when any vacancy shall happen among the trustees, 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 company.

A corporation that has permitted particular individuals to act as trustees, and has held them out to the world as such trustees, cannot afterwards, as against third persons. question the acts of such trustees. (Lovett v. German Reformed Church, 12 Barb. 67.)

[Failure to hold election.]—§ 4. In case it shall happen at any time that an election of trustees shall not be made on the day designated by the by-laws of said company, when it ought to have been made, the company, for that reason, shall not be dissolved, but it shall be lawful, on any other day to hold an election for trustees, in such manner as shall be provided for by the said by-laws; and all acts of trustees shall be valid and binding as against such company until their successors shall be elected.