TITLE X.

CHAPTER 52.

Churches, &c.,

porated.

some newspaper published in the county, if one be there published, and if not, by posting up notices in three or more public places in such county.

SEC. 20. Every church, congregation or religious society, heretoheretofore incor- fore incorporated in pursuance of law, and not since dissolved, shall be, and is hereby established and confirmed; and in case of the dissolution of any such corporation, or of any corporation hereafter to be formed in pursuance of the provisions of this chapter, for any cause whatever, the same may be incorporated under the provisions of this chapter, at any time within six years after such dissolution; and thereupon all the estate, real and personal, formerly belonging to the same, and not lawfully disposed of, shall vest in such corporations as if there had been no such dissolution.

Land, &c., con

SEC. 21. All lands, tenements and hereditaments, that have been or veyed to trustees may hereafter be lawfully conveyed by devise, gift, grant, purchase or otherwise, to any persons as trustees, in trust for the use of any religious society organized, or which may hereafter be organized within this state, either for a meeting house, burying ground, or for the residence of a preacher, shall descend, with the improvements, in perpetual succession to, and shall be held by such trustees, in trust for such society.

Appointment of trustees in certain cases.

1810, p. 16, &c.

When minister, deacons, &c., to

SEC. 22. Whenever by the constitution, rules or usages of any particular church or religious denomination, trustees are required to be appointed by any minister, presiding elder, or other officer or officers of such church or denomination, it shall be the duty of such minister, presiding elder, or other officer or officers, to give to such trustces a certificate of their appointment, under the hand and seal of the person making the same, specifying the name by which such trustees and their successors shall forever thereafter be called and known, which certificate shall be acknowledged or proved and recorded as hereinbefore directed, whereupon such trustees and their successors appointed in the same manner, shall be a body corporate, by the name expressed in such certificate, with all the rights, powers and privileges of other religious corporations constituted according to the provisions of this chapter.

SEC. 23. Whenever by the constitution, rules and usages of any particular church or religious denomination, the minister or ministers, be trustees, &c. elders and deacons, or other officers, elected by any church or con

1841, p. 79.

gregation, according to such constitution, rules or usages, are thereby constituted the trustees of such church or congregation, it shall be lawful for such minister or ministers, elders and deacons, or other offcers, to assemble together, and execute under their hands and seals a certificate, stating therein the name by which they and their successors in office shall forever thereafter be called and known, which certificate shall be acknowledged or proved and recorded as hereinbefore directed; whereupon such persons and their successors in office, shall be a body corporate by the name expressed in such certificate, with all the rights, powers and privileges of other religious corporations, constituted according to the provisions of this chapter.

CHAPTER 53.

OF LIBRARIES AND LYCEUMS.

TITLE X. CHAPTER 53.

Meeting of pro

how called.

SECTION 1. Any seven or more proprietors of a library may form themselves into a corporation, under such corporate name as they prietors to form may adopt, for the purpose of enlarging, regulating and using such corporations, library; and for that purpose any justice of the peace may, on the application of five or more of the proprietors, issue his warrant to one of them, directing him to call a meeting of the proprietors at the time and place expressed in the warrant, for the purpose of forming such corporation, and such meeting shall be called by posting up a notice containing the substance of such warrant, in at least two public places in the township where such library is kept, at least seven days before the time of meeting.

SEC. 2. Any seven or more of the proprietors of such library, met Proprietors may in pursuance of such notice, may choose a president, a clerk, a libra- choose officers. rian, collector, treasurer, and such other officers as they may deem necessary; and they may also determine upon the mode of calling future meetings of the proprietors; and the proceedings of such first meeting, containing a specification of the corporate name adopted by such proprietors, shall be certified by the clerk of such corporation, and recorded by the county clerk of the county within which the same is formed, who shall be entitled to receive seventy-five cents for recording the same.

Powers and priv.

ration.

SEC. 3. When such proprietors shall be organized as a corporation in the manner hereinbefore provided, they shall have all the powers ileges of corpoand privileges, and be subject to all the duties of a corporation, according to the provisions of chapter fifty-five, so far as such provisions. shall be applicable in such case, and not inconsistent with the provisions of this chapter.

or and treasurer.

SEC. 4. The treasurer and collector shall give bond to such cor- Bond of collect. poration, with sufficient sureties, to the satisfaction of the president, for the faithful discharge of their duties.

SEC. 5. The said proprietors may raise such sums of money, by Certain powers assessment on the shares, as they shall judge necessary for the pur- of corporation. pose of preserving, enlarging and using the library; and the shares may be transferred according to such regulations as they may prescribe, and such corporation may hold real and personal estate to any amount not exceeding five thousand dollars, in addition to the value of their books.

Of Lyceums.

SEC. 6. Any fifteen or more persons, in any township or county within this state, who shall, by writing, associate for the purpose of mental improvement, and the promotion of education, may form themselves into a corporation by the name of "The Lyceum of (the name of the place where the meetings of the corporation are to be holden,) by calling their first meeting and being organized in like manner as is provided in this chapter, in the case of library corporations, and every lyceum, upon becoming a corporation as aforesaid, shall have, during the pleasure of the legislature, all the like rights, powers and privileges, as the proprietors of such libraries, and may hold real and personal estate, not exceeding six thousand dollars.

Lyceums, how organized, &c.

TITLE X. CHAPTER 54.

CHAPTER 54.

of land may

OF BURYING GROUNDS.

SECTION 1. Any five or more persons of full age, who have or may Joint proprietors become joint owners of any parcel of land for the purpose of a buryform corporation ing ground for the dead, may form themselves into a corporation by such name as they shall adopt, for the purpose of fencing, improving, ornamenting, and keeping the same in a suitable condition, in the manner hereinafter provided.

1840, p. 155, &c.

Proceedings to organize.

Choosing offi

cers.

Certificate to be

ded.

SEC. 2. Upon the application of any three of such proprietors to any justice of the peace of the county in which such ground is situated, he shall issue his warrant to one of such proprietors, directing him to call a meeting of the proprietors at the time and place, and for the purpose expressed in the warrant, and such meeting shall be called in obedience to such warrant, by posting up a notice thereof, containing the substance of the warrant, in at least two public places in the township, city or village in which such ground is situated, at least seven days before the time of holding such meeting.

SEC. 3. Any five or more of such proprietors who shall meet in pursuance of such notice, may choose a president, clerk, collector, treasurer, sexton, and such other officers as they may determine to be necessary, and may also provide for the manner of calling future meetings.

SEC. 4. Such clerk shall make out a certificate of the organization made and recor- of such corporation, specifying the corporate name thereof, the officers chosen at such meeting, and the description of the ground belonging to such corporation; which certificate shall be signed and acknowledged by the president and clerk of such corporation, and recorded in the office of the county clerk, who shall be entitled to receive seventy-five cents for recording the same.

Powers and pri

SEC. 5. When such proprietors shall be organized as a corporation vileges of corpo- in the manner hereinbefore provided, they shall have all the

rations.

Treasurer and

powers

and privileges, and be subject to all the duties and liabilities of a corporation, according to the provisions of chapter fifty-five, so far as such provisions shall be applicable in such case, and not inconsistent with the provisions of this chapter.

SEC. 6. The treasurer and collector shall give bonds to the corpocollector to give ration, with sufficient sureties to the satisfaction of the president, for the faithful discharge of their duties.

bond.

Certain powers

SEC. 7. The said proprietors may raise such sums of money by asof corporation. sessment on the shares, as they shall judge necessary for fencing, improving, ornamenting and keeping such ground, and the shares may be transferred according to such regulations as they may prescribe; and such corporation may hold so much real and personal estate as shall be necessary for the purposes contemplated in this chapter, and

no more.

CHAPTER 55.

GENERAL PROVISIONS RELATING TO CORPORATIONS.

TITLE X.

CHAPTER 55.

Corporations

cers, and make

SECTION 1. All corporations shall, when no other provision is specially made, be capable, in their corporate name to sue and be sued, ap- may sue and be pear, prosecute and defend all actions and causes to final judgment and sued, elect offi execution, in any courts or elsewhere; to have a common seal which by-laws. they may alter at pleasure; to elect in such manner as they shall determine to be proper, all necessary officers, and to fix their compensation, and define their duties and obligations; and to make by-laws and regulations consistent with the laws of the state, for their own government, and for the due and orderly conducting of their affairs, and the management of their property.

laws.

SEC. 2. All corporations may, by their by-laws, where no other provision is specially made, determine the manner of calling and con- Nature of by ducting their meetings, the number of members that shall constitute a quorum, the number of shares that shall entitle the members respectively to one or more votes; the mode of voting by proxy, the mode of selling shares for the non-payment of assessments, and the tenure of office of the several officers; and they may prescribe suitable penalties for the violation of their by-laws, not exceeding in any case twenty dollars, for any one offence; but no such by-laws shall be made by any corporation, repugnant to the provisions of its charter.

SEC. 3. The first meetings of all corporations, unless otherwise pro- Notice of meet vided for in their acts of incorporation, shall be called by a notice ings. signed by one or more of the persons named in the act of incorporation, setting forth the time, place and purposes of the meeting; and such notice shall, at least twenty days before the meeting, be delivered to each member, or published in some newspaper of the county where the corporation shall be established, or if no newspaper be published in the county, then in some newspaper published in an adjoining county.

SEC. 4. Whenever, by reason of the death, absence, or other legal impediment of the officers of any corporation, there shall be no person duly authorized to call or preside at a legal meeting thereof, any justice of the peace of the county where such corporation is established may, on a written application of three or more of the members thereof, issue a warrant to either of the said members, directing him to call a meeting of the corporation, by giving such notice as shall have been previously required by law; and the justice may, in the same warrant, direct such person to preside at such meeting until a clerk shall be duly chosen and qualified, if there shall be no other officer present legally authorized to preside thereat.

Ib.

SEC. 5. When all the members of a corporation shall be present at when notice unany meeting, however called or notified, and shall sign a written con- necessary. sent thereto on the record of such meeting, the doings of such meet

ing shall be as valid as if legally called and notified.

Members may

SEC. 6. The members of such corporation, when so assembled, may elect officers to fill all vacancies then existing, and may act upon fill vacancies, &c. such other business as might lawfully be transacted at regular meetings of the corporation.

SEC. 7. Every such corporation may hold land to an amount au- Corporation may thorized by law, and may convey the same; and whenever the capital hold and convey

land, and transfer shares.

TITLE X.

CHAPTER 55.

Corporation to

years after dissolution, for cer

tain purposes.

stock of any such corporation is divided into shares, and certificates thereof are issued, such shares may be transferred by indorsement and delivery of the certificates thereof, such indorsement being by the signature of the proprietor, or his attorney or legal representative; but such transfer shall not be valid, except between the parties thereto, until the same shall have been so entered on the books of the corporation, as to show the names of the parties by and to whom transferred, the number and designation of the shares, and the date of the transfer.

SEC. 8. All corporations whose charters shall expire by their own continue three limitation, or shall be annulled by forfeiture or otherwise, shall nevertheless continue to be bodies corporate, for the term of three years after the time when they would have been so dissolved, for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their concerns, to dispose of and convey their property, and to divide their capital stock; but not for the purpose of continuing the business for which such corporations have been or may be established.

When franchise, &c., may be sold on execution.

Notice of sale on execution.

Adjournmeut of

sale.

Who considered

SEC. 9. When any judgment shall be recovered against any turnpike or other corporation, authorized to receive toll, the franchise of such corporation, with all the rights and privileges thereof, together with all their corporate property, both real and personal, may be taken on execution, and sold at public auction.

Sec. 10. The officer having such execution against any corporation mentioned in the preceding section, shall, thirty days, at least, before the day of sale of the franchise or other corporate personal property, give notice of the time and place of sale, by posting up a notice thereof in any township in which the clerk, treasurer, or any one of the directors of such corporation may dwell, and also by causing an advertisement of the sale, expressing the name of the creditor, the amount of the execution, and the time and place of sale, to be inserted three weeks successively in some newspaper published in any county in which either of the aforesaid officers may dwell, if any such there be, and if no newspaper be published in any such county, then in the state paper.

SEC. 11. The officer who may levy any execution, as prescribed in the preceding section, may adjourn the sale from time to time as may be necessary, until the sale shall be completed.

SEC. 12. In the sale of the franchise of any corporation, the person highest bidder. who shall satisfy the execution, with all legal fees and expenses thereon, and shall agree to take such franchise for the shortest period of time, and to receive during that time all such toll as the said corporation would by law be entitled to demand, shall be considered as the highest bidder.

Officer's return, and rights of purchasers.

SEC. 13. The officer's return on such execution shall transfer to the purchaser all the privileges and immunities which by law belonged to such corporation, so far as relates to the right of demanding toil; and the officer shall, immediately after such sale, deliver to the purchaser possession of all the toll-houses and gates belonging to such corporation, in whatever county the same may be situated; and the purchaser may thereupon demand and receive all the toll which may accrue during the time limited by the terms of his purchase, in the same manner, and under the same regulations, as such corporation was before authorized to demand and receive the same.