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business of the company is carried on, or its principal office is located, if any, shall be published therein, at least three successive weeks, and to deposit a written or printed copy thereof in the post-office, addressed to each stockholder, at his usual place of residence, at least three weeks previous to the day fixed upon, for holding such meeting, specifying the object of the meeting, the time and place when and where such meeting shall be held, and the amount to which it shall be proposed to diminish the capital; and a vote of at least two-thirds of all the shares of stock shall be necessary to a diminution of the amount of its capital stock. Stock how reduced. § 3. If at the time and place specified in the notice provided for in the preceding section of this act, the stockholders shall appear in person or by proxy, in numbers representing not less than two-thirds of all the shares of stock of the corporation, they shall organize by choosing one of the trustees 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, in canvassing the votes it shall be found that a sufficient number of votes has been given in favor of diminishing the amount of capital, a certificate of the proceedings showing a compliance with the provisions of this act, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be diminished, shall be made, signed and verified by the chairman, and such certificate shall be acknowledged by the chairman and filed in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of state, with the approval of the comptroller indorsed thereon, to the effect that the reduced capital is sufficient for the proper purposes of the company, and is in excess of all debts and liabilities of the company, exclusive of debts secured by trust mortgages, and that the actual market value of the stock of the company prior to the reduction of the capital, was less than the par value of the same, and when so filed the capital stock of such corporation shall be reduced to the amount specified in such certificate; and the amount of capital left in the possession of the company over and above the amount to which the capital shall be so reduced shall be returned to the stockholders pro rata at such times and in such manner as the trustees or directors shall determine. [Thus amended by L. 1882, ch. 306.] See Thompson's Nat. Bank Cases, 804.

L. 1880, Chap. 225–An act to authorize the exchange of preferred stock for common stock of corporations.

Authorized to exchange preferred for common stock. SECTION 1. Every corporation organized under the laws of this state which has heretofore issued, or may hereafter issue, both preferred and common stock, forming part of the capital stock of such corporation, is hereby authorized, whenever the directors of such corporation shall by vote of two-thirds of their number declare it for the interest of the corporation so to do, and the holder of any such preferred stock, may request in writing the exchange of the same for the common stock to exchange the preferred stock of such holder for common stock, and to issue certificates of common stock therefor share for share, or upon such other valuation as may have been agreed upon in the scheme for organization of such company or the issue of such preferred stock; provided, however, that the total amount of the capital stock of such company shall not be increased thereby.

L. 1887, Chap. 450-An act extending to corporations organized under the laws of other states, and doing business within this state, the right to hold, purchase and convey real estate.

Foreign corporations may hold, etc., real property necessary for their business. SECTION 1. It shall be lawful for any corporation duly organized under the laws of any other state of the United States of America, doing business in this state, to hold

and purchase such real estate or interest in real estate within this state as is or shall be necessary for the use and corporate purposes of such corporation in the transaction of its business within this state, and to convey the same by deed or otherwise in the same manner as though such corporation had been organized under the laws of and located within this state.

ARTICLE SECOND.

GENERAL ACTS FOR THE INCORPORATION OF COMPANIES FOR MANUFACTURING, MINING, MECHANICAL AND CERTAIN OTHER INDUSTRIAL PURPOSES, PASSED SINCE THE REVISED STATUTES.

[The basis of this article is the general act, L. 1848, ch. 40, which has been amended by numerous subsequent statutes, many of which are very obscurely drawn, and some of them palpably erroneous. The condition of the legislation upon this subject is such that a thorough revision is most urgently demanded.. It has been often very difficult for the editor to deter

mine satisfactorily the effect of amendatory or supplementary statutes, either upon the act of 1848, or upon each other, so as to present the statutory law on this subject as it now is. He has been compelled in many cases to depart from the language used, so as to apply it to the subject, according to the manifest intent of the legislature, and sometimes to leave the manifest intent of the legislature unaccomplished, where the language was incapable of being adapted thereto, without too great violence. He has indicated in his notes the principal difficulties which he has encountered and his conclusions thereupon, so that the reader may exercise his own judgment as to the correctness of the latter.]

L. 1848, Chap. 40-An act to authorize the formation of corporations for manufacturing, mining, mechanical, chemical, agricultural, horticultural, medical or curative, mercantile or commercial purposes.* Corporations, how formed. SECTION 1. At any time hereafter any three or more persons who may desire to form a company for the purpose of carrying on any kind of manufacturing, mining, mechanical or chemical business, or the business of printing, publishing or selling books, pamphlets or newspapers, or the business of making butter, cheese, concentrated or condensed milk, or any other products of the dairy, or the business of erecting buildings for church sheds or laundry purposes, and the carrying on of laundry business, or the business of slaughtering animals, or for the purpose of towing or propelling canal boats, vessels, rafts or floats on the canals and navigable rivers of the state of New York, by animal or steam power, their operations not to be confined to the county in which their certificates shall be filed, or the supplying of hot water or hot air or steam for motive power, heating, cooking or other useful applications in the streets and public and private buildings of any city, village or town in this state, may make, sign and acknowledge, before some officer competent to take the acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of the said company, and the objects for which the company shall be formed, the amount of the capital stock of said company, the time of its existence (not to exceed fifty years), the number of shares of which the said stock shall consist, the number of trustees and their names, who shall manage the concerns of said company for the first year, and the name of the town and county in which the operations of the said company are to be carried on. [Thus amended by L. 1882, ch. 309.]†

30 Barb., 645; 6 Robt., 219; 4 Abb. N. C., 444; 89 N. Y., 409; 44 Hun, 545. Corporations, how formed. SECTION 1. At any time hereafter any three or more persons who may desire to form a company for the purpose of carrying on any kind of manufacturing, mining, mechanical or chemical business, or the business of printing, publishing or selling books, pamphlets or newspapers, or advertising the same or other articles, or for the purpose of purchasing, taking, holding and possessing real estate and buildings and selling, leasing and improving the same, or the business of making butter, cheese, concentrated or condensed milk, or any other products of the dairy, or the business of erecting buildings for church sheds or laundry purposes, and the carrying on of laundry business or the business of slaughtering animals, or for the purpose of towing or propelling canal boats, vessels, rafts or floats on the canals and navigable rivers of the state of New York by animal or steam power, their operations not to be confined to the county in which their certificates shall be filed, or the supplying of hot water or hot air or steam for motive power, heating, cooking or other useful applications in the streets and public and private buildings of any city, village or town in this state, may make,

The title of this act was originally "An act to authorize the formation of corporations for manufacturing, mining; mechanical or chemical purposes." It was amended as above stated by L. 1866, ch. 838, § 1, post. But the second section of the act of 1866, instead of extending this act to the new objects embraced in the amended title, is an independent provision, authorizing the formation of companies for such additional objects, and without any apparent connection with the act of 1848, save the change in its title; so that the change simply made the title of the act of 1818 incongruous with its text

This is the last of a series of statutes unqualifiedly amending § 1 of the act of 1848, "so as to read as fol lows," each of which, under the rulings stated in the prefatory note to this work, repealed its predecessor, and all previous acts making specific amendments to the section. The editor has added four subsequent statutes, affecting the same section, of which L. 1884, ch. 267, L. 1885, ch. 84, and L. 1888, ch. 313, expressly provide that the former amendatory statutes shall not be affected thereby, and L. 1883, ch. 240, is so framed as to leave room for an argument that it constituted an independent enactment, as explained in the note thereto.

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