foreign corporations as aforesaid, he shall for every such offense forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal was made.

L. 1850, Chap. 172 - An act to prohibit corporations from interposing the defence of usury in any action.

Defence of usury not to be interposed. SECTION 1. No corporation shall hereafter interpose the defence of usury in any action.

17 N. Y., 52; 15 N. Y., 85; 17 Barb., 309.

Definition of term corporation. § 2. The term corporation, as used in this act, shall be construed to include all associations and joint-stock companies having any of the powers and privileges of corporations not possessed by individuals or partnerships.

23 N. Y., 276; 30 Barb., 627; 28 Barb., 188; 17 Barb., 311; 35 N. Y., 65; 33 N. Y., 665.

L. 1870, Chap. 135 – An act for the relief of corporations organized under general laws.

Filing of amended certificates; how deemed and taken. SECTION 1. The directors of any corporation, organized under any general act for the formation of companies, in whose original certificate of incorporation any informality may exist, by reason of an omission of any matter required to be therein stated, are hereby authorized to make and file an amended certificate or certificates of incorporation, to conform to the general act under which said corporation may be organized; and, upon the making and filing of such amended certificate, the said corporation shall, for all purposes, be deemed and taken to be a corporation from the time of filing such original certificate.

25 Hun, 556; 88 N. Y., 279.

Proviso. § 2. Nothing in this act contained shall in any manner affect any suit or proceeding, at the time of filing such amended certificate pending against said corporation, or impair any rights already accrued.

L. 1870, Chap. 322 — An act to authorize corporations to change their

names.

Corporations may apply to supreme court. SECTION 1. Any incorporation, incorporated company, society or association organized under the laws of this state, excepting banks, banking associations, trust companies, life, health, accident, marine and fire insurance companies, may apply at any special term of the supreme court sitting in the county in which shall be situated its chief business office, for an order to authorize it to assume another corporate name. amended by L. 1876, ch. 280.]

[Thus

Petition, and notice of application. § 2. Such application shall be by petition, which shall set forth the grounds of the application, and shall be verified by the chief officer of the corporation. Notice of such application shall be published for six weeks in the state paper and in a newspaper of every county in which such corporation shall have a business office, or, if it have no business office, of the county in which its principal corporate property is situated, such newspaper to be one of those designated to publish the session laws; and it must appear to the satisfaction of the court that such notice has been so published, and that the application is made in pursuance of a resolution of the directors, trustees or other managers of the corporation applying.

Power of court to order a change of name. § 3. If the court to which such application is made shall be satisfied, by such petition so verified, or by other evidence,

that there is no reasonable objection to such corporation changing its name, it may make an order authorizing it to assume the proposed new corporate name. A copy of said order shall be filed in the office of secretary of state, and with the county clerk of every county in which said corporation has a business office, or, if it have no business office, of the county in which its principal corporate property is situated, and be published at least once in each week for four weeks in some newspaper in every county where such corporation has a business office, or if it have no business office in the county in which its, principal corporate property is situated, such newspaper to be designated by the court.

Change of name when to take effect. § 4. When the requirements of this act shall have been complied with, the corporation applying for a change of name, may, from and after the day specified in the order of the court, be known by and use the new corporate name designated in the order of the court.

Change not to affect pending suits, rights or liabilities. § 5. No suit or legal proceeding commenced by or in behalf of or against any corporation shall abate by reason of a change of its corporate name, made as herein authorized. Such change of the corporate name of the said corporation or company shall in no way affect the rights or liabilities of said corporation or company. All obligations of said company or corporation may be enforced against said corporation or company in the changed name, and all actions and proceedings commenced and pending against said corporation or company at the time said corporate name is changed shall be continued in the name in which said action or proceedings were commenced, or the court may, on the application of either party, allow the action or proceeding to be continued in the corporate name to which said corporation or company has been changed.

L. 1872, Chap. 146–An act to authorize corporations to hold and convey real estate, for business purposes, in other states, with the consent thereof.

Corporations may hold real estate and stocks in other states. SECTION 1. It shall be lawful for any corporation organized under the laws of this state and transacting business in it and other states, or foreign countries, except savings banks, to acquire, hold and convey in such states or foreign countries, with the consent thereof, such real estate as shall be requisite for such corporation, in the convenient transaction of its business, and to invest its funds in the stocks, bonds or securities of other corporations owning lands situated in this state or such states, provided that loans shall not be made on any stocks upon which dividends shall not have been declared continuously for three years, immediately before such loans are made; and provided further such stocks shall be continuously of a market value twenty per cent greater than the amount loaned or continued thereon. [Thus amended by L. 1883, ch. 361, § 1.]

[L. 1883, ch. 361, § 2. All acts and parts of acts inconsistent with the provisions of this act are hereby repealed.]

L. 1872, Chap. 611—An act in relation to the capital stock of corporations. Capital stock, how increased; amount limited. SECTION 1. An incorporation, incorporated company, society or association formed under the laws of this state, excepting banks, banking associations, trust companies, life, health, accident, marine and fire insurance companies, railroad and navigation and gas companies, may increase its capital stock, as provided by section twentieth of "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, eighteen hundred and fortyeight; provided that this act shall not apply to corporations created by special act of incorporation, the capital stock of which originally exceeded two hundred

thousand dollars, and that such increase shall not exceed in the aggregate the amount of capital stock specified in the said act of incorporation, and any such corporation the capital of which shall be increased under the provisions of this act, and the stockholders thereof shall be subject to all the liabilities as regards such additional capital as is provided in the original act or charter in relation to its capital.

95 N. Y., 93.

L. 1873, Chap. 151-An act for the relief of stockholders of corporations whose certificates of stock have been lost or destroyed.

Stockholders may compel corporators to issue duplicate certificates in case of loss. SECTION 1. Whenever any company incorporated under the laws of this state shall have refused to issue a new certificate of stock in place of one theretofore issued by it, but which is alleged to have been lost or destroyed, the owner of such lost or destroyed certificate, or his legal representatives, may apply to the supreme court, at any special term thereof appointed to be held in the judicial district where such owner resides, for an order requiring such corporation to show cause why it should not be required to issue a new certificate of stock in place of the one so lost or destroyed. Such application shall be by petition, duly verified by the owner, in which shall be stated the name of the corporation, the number and date of the certificate, if known, or can be ascertained by the petitioner, the number of shares of stock named therein and to whom issued, and as particular a statement of the circumstances attending such loss or destruction as such petitioner shall be able to give. Upon the presentation of said petition, said court shall make an order requiring said corporation to show cause, at a time and place therein mentioned, why it should not be required to issue a new certificate of stock in place of the one described in said petition. A copy of said petition and of said order shall be served upon the president or other head of such corporation, or on the cashier, secretary or treasurer thereof, personally, at least ten days before the time designated in said order for showing cause.

46 Hun, 223.

Court to proceed summarily; to order that duplicate certificates be issued; petitioner to give security; obedience to order, how enforced. § 2. At the time and place specified in said order, and on proof of due service thereof, the said court shall proceed in a summary manner and in such mode as it may deem advisable to inquire into the truth of the facts stated in said petition, and shall hear such proofs and allegations as may be offered by or in behalf of the petitioner, or by or in behalf of said corporation or other party, relative to the subject-matter of said inquiry, and if, upon such inquiry, said court shall be satisfied that such petitioner is the lawful owner of the number of shares of the capital stock, or any part thereof, described in said petition, and that the certificate therefor has been lost or destroyed, and cannot after due diligence be found, and that no sufficient cause has been shown why a new certificate should not be issued in place thereof, it shall make an order requiring said corporation or other party, within such time as shall be therein designated, to issue and deliver to such petitioner a new certificate for the number of shares of the capital stock of said corporation which shall be specified in said order as owned by said petitioner, and the certificate for which shall have been lost or destroyed. In making such order the court shall direct that said petitioner deposit such security, or file such a bond in such form and with such sureties as to the court shall appear sufficient to indemnify any person other than the petitioner who shall thereafter appear to be the lawful owner of such certificate stated to be lost or stolen; and the court may also direct the publication of such notice, either preceding or succeeding the making of such final order, as it shall deem proper. Any person or persons who shall thereafter claim any rights under said certificate so alleged to have been lost or destroyed, shall have recourse to said indemnity, and the said corporation shall be discharged of and from all liability to such

person or persons by reason of compliance with the order aforesaid; and obedience to said order may be enforced by said court by attachments against the officer or officers of such corporation, on proof of his or their refusal to comply with the same.

46 Hun, 223.

L. 1873, Chap. 469–An act relative to the purchasers of the franchises and property of corporations, whose franchises and property shall have been sold by mortgage,

When purchasers of franchises, sold under mortgage, may become a body corporate. SECTION 1. Whenever the franchises, privileges, easements, rights and liberties of any corporation, created by any act of the legislature of this state, or formed and incorporated under or by virtue of any general act thereof, and empowered by said act to mortgage its property or franchises, and the property, estate and effects of any such corporation, have been heretofore, or may be hereafter, sold by virtue of any mortgage executed by said corporation; and whenever the purchaser or purchasers thereof shall have acquired title to the same, in the manner prescribed by law, such purchaser or purchasers may associate with him or them any number of persons; and upon making and filing articles of association, as prescribed by this act, such purchaser or purchasers and his or their associates, and their successors and assigns, being residents of this state, shall thereupon become and be a body politic and corporate, and may take and receive a conveyance of and shall thereupon succeed to, possess and exercise and enjoy all the rights, powers, franchises, privileges, easements, liberties, property, estate and effects of which the title shall have been acquired and conveyed as aforesaid.

89 N. Y., 75.

Certificate to state, where corporation was incorporated under general law. §2. In case the said corporation, whose franchises, privileges, easements, rights, powers, liberties, property, estate and effects shall have been so sold as aforesaid, shall have been incorporated under or by virtue of the provisions of any general statute or statutes of this state for the formation of corporations, the certificate so to be made and filed shall be in the form of, and shall state and set forth the particulars which in and by such statute or statutes were required to be stated and set forth in the original certificate of incorporation or articles of association of the said corporation.

Under special act. § 3. In case the corporation whose franchises, privileges, easements, rights, powers, liberties, property, estate and effects shall have been so sold as aforesaid, shall have been created by any special act of incorporation, then, and in that case, said certificates so to be made and filed shall state and set forth the following particulars, namely:

1. The name of the body politic and corporate so to be formed as aforesaid. 2. The amount of the capital stock thereof, which shall not exceed the amount of the capital stock of the said former or pre-existing corporation authorized by law at the time of such sale as aforesaid, and the number of shares of which the said stock shall consist.

3. The title and time of the passage of the said original act creating the said former corporation, and any other act or acts relating thereto.

4. The number of the directors who shall manage the concerns of the said body politic and corporate, and the names of the first board of directors thereof, and who shall hold their office for one year and until others are chosen in their places. Filing certificate; new corporation; omission in decree. § 4. The said certificate shall be executed in duplicate and acknowledged before some officer competent to take acknowledgment of deeds. One of the said duplicates shall be filed in the office of the secretary of state, and the other thereof shall be filed in the office of the clerk of the county in which the said corporation first mentioned in this act had its principal place of business; and, thereupon, the said body politic and

corporate so formed as aforesaid shall exist for the time, and may and shall possess, exercise and enjoy all the powers, privileges, rights, liberties, easements, and franchises possessed by the said former corporation, and in the same manner and to the same extent and with the same force and effect as the same could have been exercised by the said former corporation had not such sale as aforesaid been made. And whenever, by the decree of the court having jurisdiction of the foreclosure proceedings, it has been adjudged, determined and found by the court what powers, privileges, rights, liberties, easements and franchises were possessed and enjoyed by the former corporation at the time of entering such decree and were therein ordered to be sold, the same shall be possessed and enjoyed by the new corporation to which they shall have been conveyed under and by virtue of the decree of foreclosure and sale, as provided for in the act hereby amended. But no omission in such decree to set forth or define any of the rights, privileges or franchises of such former corporation shall in any way impair the rights of such purchasers and of such new corporation to possess and enjoy all that was possessed by the former corporation at the time of such sale. [Thus amended by L. 1880, ch. 113.]

Evidence. § 5. A copy of any articles of association filed in pursuance of this act, and certified by the secretary of state and county clerk, with whom the same shall have been filed, or their deputies, to be a true copy of such articles and of the whole thereof, shall be received in all courts and places as legal evidence of the incorporation of the said body politic or corporate, so to be formed as aforesaid.

L. 1877, Chap. 158 – An act extending to corporations located in and organized under the laws of other states, certain rights and powers now possessed by similar corporations of this state.

May purchase at mortgage foreclosure. SECTION 1. It shall be lawful for any corporation, duly organized under the laws of any state in which such corporation shall be located, to purchase under any foreclosure sale based upon any mortgage or mortgages owned by such corporation, or upon judgments or decrees obtained or rendered for debts due to it, or in any settlement effected to secure such debts, any of the lands lying within this state that may be covered by or subject to such mortgages, judgments, decrees or settlements, and also to hold for a term not exceeding five years from the date of such purchase, and to convey such lands by deed or otherwise, in the same manner as though such corporation had been organized under the laws of and located within this state.

L. 1878, Chap. 264 – An act to authorize corporations organized under the laws of this state to reduce their capital stock.

May diminish capital stock; proviso as to effect of act. SECTION 1. Any corporation or company organized under general or a special law of this state, and now existing, or which may hereafter be organized under such general or special law, may diminish its capital stock, by complying with the provisions of this act, to any amount which may be deemed sufficient and proper for the purposes of the corporation. But nothing in this act shall be so construed as to relieve any holder or owner of stock in such corporation from any personal liability existing prior to such reduction; provided, that nothing in this act contained shall be construed to in any manner interfere with, or affect any law now in existence, authorizing any corporation heretofore organized to reduce its capital stock.

36 Hun, 488; 93 N. Y., 426.

Notice of meeting to reduce stock. § 2. Whenever any company shall desire to call a meeting of the stockholders for the purpose of diminishing the amount of its capital stock, it shall be the duty of the trustees or directors to publish a notice signed by at least a majority of them, in a newspaper in the county in which the