Directors may enter agreement. CHAP. 94. AN ACT to amend section two of chapter nine hundred and seventeen of the laws of eighteen hundred and sixty-nine, entitled "An act authorizing the consolidation of certain railroad companies." PASSED April 3, 1880. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. Section two of chapter nine hundred and seventeen of the laws of eighteen hundred and sixty-nine, entitled “An act authorizing the consolidation of certain railroad companies," is hereby amended so as to read as follows: § 2. Said consolidation shall be made under the conditions, provisions and restrictions, and with the powers hereinafter in this act mentioned and contained, that is to say: 1. The directors of the companies proposing to consolidate may enter into into joint a joint agreement, under the corporate seal of each company, for the consolidation of said companies and railroads, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number and names of the directors and other officers thereof, and who shall be the first directors and officers and their places of residence, the number of shares of the capital stock, the amount of par value of each share, and the manner of converting the capital stock of each of said companies into that of the new corporation, and how and when directors and officers shall be chosen, with such other details as they shall deem necessary to perfect such new organization and the consolidation of said companies or railroads. But in no case shall the capital stock of the company formed by such consoliof capital dation exceed the sum of the capital stock of the companies so consolidated, at the par value thereof. Nor shall any bonds or other evidences of debt be issued as a consideration for, or in connection with, such consolidation. Amount stock. Agree ment to meeting of ors. 2. Said agreement shall be submitted to the stockholders of each of the be submit- said companies or corporations at a meeting thereof called separately for the ted to purpose of taking the same into consideration; due notice of the time and stockhold place of holding said meeting, and the object thereof, shall be given by each company to its stockholders by written or printed notices addressed to each of the persons in whose names the capital stock of such company stands on the books thereof, and deliver to such persons respectively, or send to them by mail, when their post-office address is known to the company, at least thirty days before the time of holding such meeting, and also by a general notice published daily for at least four weeks in some newspaper printed in the city, town or county where such company has its principal office or place of busiVote to be ness; and at the said meeting of stockholders the agreement of the said ditaken by rectors shall be considered, and a vote by ballot taken for the adoption or reballot. jection of the same, each share entitling the holder thereof to one vote, and Two-third said ballots shall be cast in person or by proxy, and if two-thirds of all the votes of all the stockholders shall be for the adoption of said agreement, then that fact shall be certified thereon by the secretaries of the respective companies, under the seal thereof, and the agreement so adopted, or a certified copy thereof, shall be filed in the office of the secretary of State, and shall from thence be deemed and taken to be the agreement and act of consolidation of the said companies; and a copy of the said agreement and act of consolidation, duly evidence. certified by the secretary of State, under his official seal, shall be evidence in all courts and places of the existence of said new corporation, and that the foregoing provisions of this act have been fully observed and complied with. §2. This act shall take effect immediately. vote required. Certified copy to be Ante, vol. 7, p. 530. CHAP. 98. and clubs. AN ACT to amend chapter two hundred and sixty-seven of Societies the laws of eighteen hundred and seventy-five, entitled "An act for the incorporation of societies or clubs for certain lawful purposes." PASSED April 7, 1880. The People of the State of New York, represented in Senate and Assembly, do enact as follows: ch. 267, Laws 1875. tions and duties of Ante, P. qualifica directors. SECTION 1. Section four of chapter two hundred and sixty-seven of Amending the laws of eighteen hundred and seventy-five, entitled "An act for the incorporation of societies or clubs for certain lawful purposes," is hereby amended so as to read as follows: § 4. The society so incorporated may elect from its members its Election, trustees, directors or managers; and the trustees, directors or managers so elected may divide the whole number of trustees, directors or managers into classes, so that not less than one-fourth of their number shall be elected annually, after the first organization of any board of 106. such trustees, directors or managers. Such election may be held at such time and place and in such manner as may be specified in the by-laws; and such board shall have the control and management of the affairs and funds of said society, a majority of whom shall be a quorum for the transaction of business; and whenever any vacancy shall happen among such trustees, directors or managers, by death resignation or neglect to serve, such vacancy shall be filled in such manner as shall be provided by the by-laws of such society. The number of trustees, directors or managers in any corporation organized under this act may at any time be increased to not more than twenty or diminished to not less than five, as follows: The existing trustees, directors or managers of any such corporation, or a majority of them, shall make and sign a certificate declaring how many trustees, directors or managers the corporation shall thereafter have, and stating the names of such trustees, directors or managers for the present time, which certificate shall be acknowledged by the trustees, directors or managers signing the same, or proved by subscribing witness, and shall be filed in the office of the clerk of the county where the original certificate of incorporation was filed, and a duplicate or transcript thereof, duly certified under the official seal of such clerk, shall be filed in the office of the secretary of state; and from and after the filing of such certificate and duplicate or transcript the trustees, directors or managers of such corporation shall be deemed increased or diminished to the number therein stated, and the persons so named therein shall be trustees, directors or managers until a new election thereof shall be had according to this act and the constitution, by-laws or regulations of such corporation. But no action of the trustees, directors or managers, changing the number of such trustees, directors or managers, shall be valid until ratified by a majority of the members of such corporation at a meeting called for that purpose. §2. This act shall take effect immediately. 115 Canals. Amending State engineer to make sur etc. CHAP. 99. AN ACT to amend sections seventeen and eighteen of article two, title nine, chapter nine, part one of the Revised Statutes, entitled "Of the canal commissioners and their general powers and duties." PASSED April 7, 1880; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. Section seventeen of article two, title nine, chapter nine, part one of the Revised Statutes, entitled "Of the canal commissioners and their general powers and duties," is hereby amended so as to read as follows: § 17. Whenever, in the opinion of the superintendent of public works, it shall become necessary or expedient to reconstruct any bridge veys, maps, on a change of plan, or make any repairs or improvements on any completed canal such as the opening of new feeders, or the construction of additional locks, dams, embankments, tunnels or aqueducts, and whenever requested so to do by the superintendent of public works it shall be the duty of the State engineer and surveyor to cause the necessary surveys and levels to be taken, and accurate drafts, plans, models or maps as the case may require of the contemplated work, together with an estimate in minute detail of the probable expense to be incurred, and to submit the same to the canal board for their approbation. Superintendent of public works to execute and com plete improve ments when di rected by canal board. § 2. Section eighteen of said article is hereby amended so as to read as follows: § 18. If such repairs or improvements shall be directed by the canal board or the legislature it shall be the duty of the superintendent of public works to proceed as soon as circumstances will permit to exe cute and complete the same, and for that purpose to take possession of and use all lands, waters or streams of which the occupation and use, in his judgment, may be necessary to enable him to discharge such duties. 1 Edm. 220, 221. Taxes. Comptrol ler empow sue bonds in antici CHAP. 100. AN ACT to authorize the State comptroller to issue revenue bonds in anticipation of the State tax, for expenses of government. PASSED April 7, 1880; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. The State comptroller is hereby empowered, from time ered to is- to time, as may be required, to issue bonds in anticipation of the State tax, authorized to be levied for the current expenses of the government, which bonds shall be made payable on or before the fifteenth day of May next, following date of issue, and draw interest at the lowest rate obtainable by the comptroller. pation of state tax. of bonds § 2. The proceeds of the bonds issued in pursuance of section one Proceeds of this act shall be applied in payment of the current expenses of the to be apgovernment, and to no other object, and so much as is necessary of plied to the taxes in anticipation of which said bonds are issued, when received rent exinto the State treasury, shall be applied exclusively to the payment of of the principal and interest of said bonds. the cur the government. gross §3. The gross amount of the bonds issued, as herein before provided Limit of for, shall at no time exceed fifty per centum of the amount of taxes amount. authorized to be levied and collected for the current expenses of government for the fiscal year in which said bonds are issued, and the comptroller shall include in his annual report to the legislature a detailed statement of all bonds so issued. § 4. The sum of two million dollars, or so much thereof as may be Approprianecessary, is hereby appropriated to carry out the provisions of this act. tion. § 5. This act shall take effect immediately. CHAP. 106. city, courts AN ACT to repeal chapter five hundred and fifteen of the New York laws of eighteen hundred and seventy-nine, entitled "An of record act to amend chapter six hundred and twenty-five of the in. laws of eighteen hundred and seventy-five, entitled 'An act in relation to courts of record in the city and county of New York.'" PASSED April 7, 1880; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: ch. 515, SECTION 1. Chapter five hundred and fifteen of the laws of eighteen Repealing hundred and seventy-nine, entitled "An act to amend chapter six hundred and twenty-five of the laws of eighteen hundred and seventy- 1875. five, entitled 'An act in relation to courts of record in the city and county of New York," is hereby repealed. § 2. This act shall take effect immediately. See chap. 398, post. CHAP. 108. AN ACT to amend section one thousand and thirty-nine of Code of the Code of Civil Procedure. PASSED April 8, 1880; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: Civil Pro. cedure. SECTION 1. Section one thousand and thirty-nine of the "Code of Amending Civil Procedure" is hereby amended so as to read as follows: §1039. Before depositing the ballots the county clerk must destroy each ballot remaining in either of the boxes kept by him and contain Code of Civil Procedure. § 1039. lists lost or As to jury ing the name of a resident of a town for which a new list has been destroyed. transmitted. If for any reason the list from a town is not received by the county clerk by the first Monday of August, he shall give immediate notice thereof to the town clerk, and it must be transmitted as soon thereafter as practicable; and if after the same is received by the county clerk it has been or shall be lost or destroyed, he must forthwith give notice thereof to the town clerk, and a copy of the duplicate list on file in the town clerk's office, certified by him to be correct, or if that duplicate is also lost or destroyed, or cannot be found, a new list to be made forthwith as prescribed for making the original list, must be transmitted to the county clerk as soon thereafter as practicable; and the county clerk must prepare new ballots, and destroy the old ballots, containing the names of residents of that town immediately after the receipt by him of the list therefrom. § 2. This act shall take effect immediately. Fire and fire and inland navigation insurance companies Investigations. be allowed as assets. CHAP. 110. AN ACT to regulate the examinations and reports of fire and fire and inland navigation insurance companies. PASSED April 9, 1880; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. Hereafter when an investigation is made by authority of the superintendent of the insurance department into the affairs of any fire, or fire and inland navigation insurance company doing business in this State, or whenever such company renders a statement to the What may insurance department, there shall not be allowed, as assets, any investments that are not held as prescribed by the law at the date of such investigation, or rendering of such statement; provided, however, that unpaid premiums, on policies written within three months, shall be admitted as available resources. In estimating the liabilities, when Liabilities, such investigation is being made or statement rendered as above, there estimated, shall be charged, in addition to the capital stock and all outstanding claims, a sum equal to the total unearned premiums on the policies in force, calculated on the gross sum without any deduction on any account, charged to the policy-holder for each respective risk from the date of the issuance of the policy. to Superintendent to § 2. It shall be the duty of the superintendent of the insurance insert in- department to insert in the blanks now required to be furnished to terroga- the companies for making their statements, such interrogatories as statement will best elicit and exhibit the information called for in the preceding section. tories in blank. Company to cancel policy at insured, premium paid less § 3. Any person, company, association or corporation transacting the business of fire, or fire and inland navigation insurance in this request of State, shall cancel any policy of insurance hereafter issued or renewed and return at any time by request of the party insured or his legal representative, and shall return to said party or his representatives as aforesaid the amount of premium paid, less the customary short-rate premium for the expired time of the full term for which said policy has been issued or renewed, any thing in the policy to the contrary notwithstanding. § 4. It shall be the duty of the receiver of any fire, or fire and inland navigation insurance company organized or incorporated under the short rate premium. Receiver to cancel policies. |