Supervi

sors may contract with sheriffs.

CHAP. 251.

AN ACT for the support and maintenance of prisoners confined upon civil process.

The People of the

PASSED May 6, 1875; three-fifths being present.

State of New York, represented in Senate and

Assembly, do enact as follows:

SECTION 1. Repealed by Laws 1877, ch. 417, § 1, sub. 49.

§ 2. The board of supervisors of the counties of this State are hereby authorized and einpowered to contract with the sheriff of said counties, or the jailer of the common jail therein, for the support and maintenance of such persons as may be confined in such jail upon any writ, process, or proceeding as stated in the first section of this act, and such sheriff or jailer shall attach to all bills rendered for such support and maintenance, a list, under oath, of the number and names of the persons to whom such support and maintenance was furnished, and the length of time each person was so supported.

3. Nothing in this act shall be construed as repealing the present provisions of law relating to the care, custody, support or maintenance of such prisoners in the counties of Kings and Monroe. § 4. Repealed by Laws 1877, ch. 417, § 1, sub. 49.

§5. This act shall take effect immediately.

Consolidation with Pennsyl

panies.

CHAP. 256.

AN ACT relating to the consolidation of certain railroad

companies.

PASSED May 7, 1875; three-fifths being present.

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

SECTION 1. Any railroad company organized under the laws of this State may merge and consolidate its capital stock, franchises and vania com- property with the capital stock, franchises and property of any railroad company or companies organized under the laws of the State of Pennsylvania, whenever the two or more railroads of the companies or corporations so to be consolidated shall or may form a continuous line of railroad.

Consolidation, how effected.

§ 2. Such consolidation shall be effected in the manner provided for by an act entitled "An act to authorize the consolidation of certain railroad companies," passed May twentieth, eighteen hundred and sixty-nine, and also subject to the laws of the State of Pennsyl

vania.

corpora

repre

§3. At any meeting of the stockholders of any such company or Stock of corporation to consider any agreement or proposition to consolidate, municipal the commissioners or other officer of any municipal corporation hold- tion, how ing or having charge of any of the capital stock of such railroad com- sented. pany or corporation shall represent such municipal corporation, and may act and vote in person or by proxy on all matters relating to such consolidation in the same manner as individual stockholders.

4. This act shall take effect immediately.

Corporations organized under the act of 1869, ch. 917, mentioned in the foregoing act, are domestic and not foreign corporations, and are subject to the laws relating to domestic corporations. Matter of Sage, 70 N. Y. 220.

That generally the effect of consolidation, as distinguished from an union by merger of one company into another, is to work a dissolution of the companies consolidating, and to create a new corporation out of the elements of the former, is asserted in many cases. In Mc Mahan v. Morrison, 16 Ind. 172, the effect of a consolidation was said to be "a dissolution of the corporations previously existing, and, at the same instant, the creation of a new corporation with property, liabilities, and stockholders derived from those then passing out of existence," and this was approved in Clearwater v. Meredith, 1 Wall. 40. So in Lauman v. The Lebanon Valley R. R. Co., 30 Penn. St. 42, the court said: "Consolidation is a surrender of the old charter by the companies, the acceptance thereof by the legislature, and the formation of a new company out of such portions of the old as enter into the new."

But the consolidation of two railroad companies does not necessarily work & dissolution of both, and the creation of a new corporation; whether such will be its effect depends upon the legislative intent manifested in the statute under which the consolidation takes place. Central R. R. Co. v. Georgia, 92 U. S. 665. Where three companies-one of which owned a railroad in Pennsylvania, one in Delaware and one in Maryland, were consolidated under the legislation of those States, and the act of Delaware declared that the respective companies should constitute one company, and be entitled to all the rights, privileges and immunities which each and all of them possessed under their respective charters; and the charter of the Maryland company had exempted the shares of stock from taxation. It was held that the provisions of the Delaware act did not affect its power of taxation upon the property of the new company in that State; that the new company stood in each State as the original company had stood in that State, invested with the same rights and subject to the same liabilities. The Delaware Railroad Tax Cases, 18 Wall. 206.

In Railroad v. Maine, 96 U. S. 499, two railroads were consolidated under a statute conferring on the new corporation "all the powers, privileges and immunities," theretofore possessed by each; subsequently this new corporation and those other companies were consolidated under a statute containing the same provision. The original companies were subject to a special tax only upon their net income, and were required to keep certain books and make certain reports for the ascertainment thereof. It was held, that the new consolidated company. was not entitled to the immunity of the original companies from general taxation, because it was not required to, and could not make the reports and give the information required of the original companies.

See Atlantic and Gulf R. R. Co. v. Georgia, 19 Alb. L. J. 135, recently decided by the Supreme Court of the United States.

Ante, p. 62, vol. 7, p. 529, post, p. 912.

CHAP. 257.

of marsh

lands.

6

Drainage AN ACT to repeal sections six, eight, nine, ten, eleven, twelve, thirteen and fifteen, and the preamble of chapter eight hundred and sixty-four of the laws of eighteen hundred and sixty-eight, entitled "An act to authorize the drainage of marshlands," passed June ninth, eighteen hundred and sixty-eight; also chapter two hundred and eightytwo of the laws of eighteen hundred and sixty-nine, entitled "An act to amend an act, entitled An act to authorize the drainage of marshlands,'" passed April twenty-second, eighteen hundred and sixty-nine, and for the repayment to said Marshland Company of moneys paid by them into the treasury of the State, in pursuance of said chapter eight hundred and sixty-four of the laws of eighteen hundred and sixty-eight. PASSED May 8, 1875; by a two-third vote. The People of the State of New York, represented in Senate and Assembly, do enact as follows:

SECTION 1. Sections six, eight, nine, ten, eleven, twelve, thirteen and fifteen, and the preamble of chapter eight hundred and sixty-four of the laws of eighteen hundred and sixty-eight, entitled "An act to authorize the drainage of marshlands," passed June ninth, eighteen hundred and sixty-eight; and also chapter two hundred and eightytwo of the laws of eighteen hundred and sixty-nine, entitled "An act to amend an act, entitled 'An act to authorize the drainage of marshlands,"" passed April twenty-second, eighteen hundred and sixty-nine, are hereby repealed.

§ 2. The Commissioners of the Land Office are hereby authorized and empowered to examine any claim for damages of the said Marshland Company, founded on amounts actually expended or liabilities actually incurred by said company under said acts or either of them, and report to the next Legislature.

Ante, vol. 7, p. 435.

Clubs.

tion.

CHAP. 267.

AN ACT for the incorporation of societies or clubs for certain lawful purposes.

PASSED May 12, 1875.

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

Manner of SECTION 1. Any five or more persons of full age, citizens of the incorpora- United States, a majority of whom are also citizens of this State, who Amended desire to form themselves into a society or club for social, mutual, 1876, ch. 53, benefit, benevolent, temperance, politics, economic, patriotic, gymnastic,

post.

athletic, military drill, musical, dramatic, literary, artistic, yachting, hunting, fishing, bathing or lawful sporting purposes, may sign and acknowledge, before any officer authorized to take the ackowledgment of deeds in this State, and to file in the office of the Secretary of State, and also in the office of the clerk of the county in which the office of such society or club shall be situated, a certificate, in writing, in which shall be stated the name or title by which such society shall be known in law, the particular business and object of such society, the number of trustee directors or managers to manage the same, and the names of the trustees, directors or managers for the first year of its existence, but such certificate shall not be filed unless by the written consent and approbation of one of the Justices of the Supreme Court of the district in which the principal office of such society or club shall be located, to be indorsed on such certificate; but nothing in this act contained shall authorize the incorporation of any society or club for any purpose repugnant to any statute of this State or prohibited thereby.

duties.

real and

§ 2. Upon filing a certificate as aforesaid, the persons who shall Powers have signed and acknowledged such certificate, and their associates and and successors, shall thereupon, by virtue of this act, be a body politic and corporate by the name stated in such certificate, and by that name they and their successors shall and may have succession, and shall be persons in law capable of suing and being sued; and they and their successors may have and use a common seal, and may alter and change the same at pleasure; and they and their successors by their corporate name shall, in law, be capable of taking, receiving, purchasing, leasing May take and holding real estate for the purposes of their incorporation, and and hold for no other purpose, to an amount not exceeding the sum of five personal hundred thousand dollars in value, exclusive of the buildings and estate. improvements thereon, and personal estate for like purposes to an amount not exceeding the sum of one hundred and fifty thousand dollars in value exclusive of the buildings and improvements on its said real estate and the furnishing of its club house, but the clear annual income of such real and personal estate shall not exceed the sum of fifty thousand dollars; to make and adopt a constitution, by- Constitulaws, rules and regulations for the government of said corporation, tion and and for the admission, voluntary withdrawal, censure, suspension and expulsion of its members, for the establishing and collection of the fees and dues of its members the number and election of its officers, and to define their duties and compensation, and for the safe-keeping of its property and from time to time to alter, modify or change such constitution, by-laws, rules and regulations; provided, however, that no constitution, by-laws, rules or regulations shall be made or adopted by said corporation which shall be inconsistent with the Constitution and laws of the United States or of this State. The by-laws of any society or club for yachting purposes may provide that the qualified voters of such society or club be limited to the owners of yachts in such manner that the owners of each yacht shall together cast but one vote in the meetings of such society or club, and in the election of its officers, trustees, directors or managers.

by-laws.

§ 3. The membership of any person in said society or corporation shall Member be determined by his death or by his voluntary withdrawal therefrom ship. or by expulsion therefrom, and the manner of such withdrawal or expulsion of members shall be determined and provided by the by-laws of said corporation, and upon such death, withdrawal or

Trustees or directors.

Amended

1880, ch. 98,

expulsion all and every right, title and interest of the person whose membership is so determined, in or to or by reason of the said corporation, by reason of his former membership therein or in, or to its property or effects, shall at once cease and be forever at an end.

84. The society so incorporated may elect from its members its 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 post, p. 913. of such trustees, directors or managers. Such elections 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 manmanagers, 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 twelve 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 a 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 called for that purpose.

elect trustees.

Failure to § 5. In case it shall at any time happen that an election of trustees, directors or managers shall not be made on the day designated by the by-laws, said society for that cause shall not be dissolved, but it shall and may be lawful on any other day to hold an election for trustees, directors or managers in such manner as may be directed by the by-laws of such society.

When this

apply.

§ 6. The provisions of this act shall not extend or apply to any act not to association or individuals, who shall in the certificate filed with the Secretary of State, or with the county clerk, use or specify a name or style the same as that of any previously existing incorporated society in this State.

Devises

and be

87. Any corporation formed under this act shall be capable of quests to. taking, holding or receiving any property, real or personal, by virtue of any devise or bequest contained in any last will or testament of any person whatsoever, the clear annual income of which devise or bequest shall not exceed the sum of ten thousand dollars; provided, no person