Corporations for Purposes Not Elsewhere Authorized. §§ 33-35 poration may be formed under this article. The certificate of incorporation shall be made by a committee of not less than five members who must be authorized to procure the incorporation and make the particular certificate, by the same affirmative vote, taken in the same manner, as the constitution or fundamental law of the association, society or league requires for an amendment or change in the constitution or fundamental law thereof. (Added by chap. 681 of 1900.)

833 Effect of incorporation.- The members of such association, society or league shall become the members of the corporation created under the provisions of the preceding section; all the property owned by, held for or in any wise belonging to such association, society or league shall belong to the corporation; the constitution and by-laws, together with the official terms and duties of all officers and committees, are continued, except so far as contrary to the provisions of this chapter; and the business or purposes of the corporation may be carried on beyond the limits of the state. (Added by chap. 681 of 1900.)

$34. Annual assembly or convention.-In place of holding an annual meeting of all the members, such corporation may provide in its constitution and by-laws for an annual election by its members, of representatives or delegates either at large or from special districts; and in such case, no annual meeting of the members shall be held. Such delegates or representatives, when assembled under the name and in the manner directed by the constitution and by-laws of the corporation, shall have and may exercise all the powers, rights and privileges of an annual meeting of the corporation. The time and place of holding such annual assembly or convention may be prescribed in the constitution or by-laws of the corporation and changed from time to time. The annual assembly or convention may be held without the state. (Added by chap. 681 of 1900.)

35. Board of directors.-Whenever otherwise provided by law and as exceptions thereto, the constitution and by-laws of each such corporation may prescribe the quorum of the board of directors; the method of filling vacancies in the board of directors; the continuance of the directors in office until their sucessors* have *So in the original.

been severally elected and accepted their offices; the officers of the corporation who are to execute any agreement or contract authorized by the board of directors; and the character, contents and method of execution of the annual report of the board of directors. (Added by chap. 681 of 1900.)

§ 36. Special powers.- Any such corporation formed for defending the rights of cyclists, facilitating touring and securing the construction and maintenance of good roads and cycle paths by public authority, may prefer a complaint before any court, tribunal or magistrate having jurisdiction for the violation of any law, ord.nance or regulation made by public authority, and relating to the purposes of the corporation, and may aid in presenting the law and facts to such court, tribunal or magistrate. (Added by chap. 681 of 1900.)

ARTICLE III.

CEMETERY CORPORATIONS.

SECTION 40. Definitions.

41. Certificates of incorporation.

42. Cemeteries in Kings, Queens, Rockland, Westchester and Erie

counties.

43. Corporate meetings.

44. Directors.

45. Acquisition of property.

46. Surveys and maps of cemetery.

47. Rules and regulations.

48. Record of burials.

49. Title and rights of lot owners.

50. Application of proceeds of sales of lots.

51. Burials and removals.

52. Taxation of lot owners by corporation.

53. Expenses of improving vacated lot.

54. Certificates of indebtedness.

55. Certificates of stock heretofore issued.

56. Private cemetery corporations.

57. Family cemetery corporations.

61. Lot owners in unincorporated cemeteries may determine upon incorporating under this article.

Cemetery Corporations.

62. Meeting to determine such question.

§§ 40-42

63. Incorporation pursuant to meeting, conveyance of property to corporation.

§ 40. Definitions.— In this article, the term burial includes the act of placing a dead human body in a mausoleum, vault or other proper receptacle for the dead, as well as in the earth; the term lot owner or owner of a lot means any person having a lawful title to the use of a lot, plat or part of either in a cemetery; and the term cemetery corporation, means any corporation heretofore created for cemetery purposes under a law repealed by this chapter, or hereafter created under this article, but the general term cemetery corporation does not include a family cemetery corporation or a private cemetery corporation. This article does not apply to cemeteries belonging to religious or municipal corporations.

§ 41. Certificates of incorporation.- Seven or more persons may become a cemetery corporation, by making, acknowledging and filing in the offices of the secretary of state and of the clerk of the county where the cemetery of such corporation, or a part thereof, is to be situated, a certificate specifying each county, town, city and village in which such cemetery or any part thereof is to be situated; the name of the proposed corporation; the times of holding its annual meetings; the number of its directors; either six, nine, twelve, or fifteen; and the names of the persons to be directors until others are elected in their places, divided into three equal classes, each class to hold office until the first, second and third annual meetings thereafter, respectively.

Such certificate may also specify a percentage of the surplus proceeds of sales of lots, after payment of the purchase-price of the real property of the corporation, to be invested as a permanent fund, the income of which shall be used for the improvement, preservation and embellishment of the cemetery grounds, and for no other purpose. Such certificate shall not be filed without the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court.

On filing such certificate, in pursuance of law, the signers thereof, their associates and successors shall be a corporation, in accordance with the provisions of such certificate.

§ 42. Cemeteries in Kings, Queens, Rockland and Westches

ter and Erie counties.-A cemetery corporation shall not take by deed, devise or otherwise any land in either of the counties of Kings, Queens, Rockland, Westchester or Erie for cemetery purposes, or set apart any ground for cemetery purposes in either such county, unless the consent of the board of supervisors thereof be first obtained, which board may grant such consent upon such conditions, regulations and restrictions as, in its judgment, the public health or the public good may require. Notice of application to any such board for such consent shall be published once a week for six weeks in two newspapers of the county having the largest circulation therein, stating the time when the application will be made, a brief description of the lands proposed to be acquired, their location and the quantity thereof. All persons interested therein may be heard on the presentation of such application; and if such consent is granted, the corporation may take and hold the lands designated in such consent, which shall not authorize any one corporation to take or hold more than two hundred and fifty acres. The board of supervisors of each such county may, from time to time, make such regulations as to the mode of burials in any cemetery in the county, as, in its judgment, the public health may require. (As amended by chap. 193 of 1896, § 1.)

§ 43. Corporate meetings.-Public notice of each annual meeting of a cemetery corporation shall be given in a manner to be prescribed by its by-laws. Each person of full age owning the use of a lot or plat, or part of either, containing at least ninetysix square feet of land in the cemetery of the corporation, or if there be two or more owners of such lot, then one of them designated by a majority of such joint owners to represent such lot or plat, or part of either, may cast one vote for each such lot or plat, or part of either, so owned, at the meetings of the corporation.

Each owner of a certificate of stock heretofore lawfully issued, and each owner of a certificate of indebtedness of a cemetery corporation, may vote at the meetings of the corporation. Each owner of stock heretofore lawfully issued shall be entitled to one vote for each share of stock owned by him at the meetings of the corporation. Each owner of a certificate of indebtedness of a cemetery corporation shall be entitled to one vote at such meetings for each one hundred dollars of such indebtedness.

mo 1900C. H15 § 44. Directors.-The directors of a cemetery corporation shall be elected at its annual meetings, by ballot, by the persons en

Cemetery Corporations.

§ 45

titled to vote thereat. If at any such meeting one-fifth of the owners of lots or plats shall not, in person or by proxy, vote thereat, the directors shall be chosen by the existing directors or a majority of them, unless such directors shall, at such meeting, be chosen by a majority of the votes of the owners of certificates of stock or indebtedness. The term of office of a director shall be three years.

A vacancy in the office of a director shall be filled by appointment, by the remaining directors, until the next annual meeting, when it shall be filled by clection for the unexpired term. After the first annual meeting, no one but a lot owner shall be eligible to the office of director.

The directors may change their number to either six, nine, twelve or fifteen, by signing, acknowledging, and filing a supplemental certificate stating the number of directors the corporation shall thereafter have; and thereafter there shall be elected at each annual meeting, one-third of the number of directors fixed by such certificate; but the directors then in office shall continue in office until the expiration of their terms, excepting that in the county of Jefferson at any such meeting, the attendance of one-fifteenth of the owners of lots or plats will be sufficient to constitute a quorum for the electors of directors. (As amended by chap. 745 of 1900.)

§ 45. Acquisition of property.-If the certificate of incorporation or by-laws of a cemetery corporation do not exclude any person from the privilege, on equal terms with other persons, of purchasing a lot or of burial in its cemetery, such corporation may, from time to time, acquire by condemnation, exclusively for the purposes of a cemetery, not more than two hundred acres of land in the aggregate, forming one continuous tract, wholly or partly within the county in which its certificate of incorporation is recorded, except as in this article otherwise provided, as to the acquisition of land in the counties of Kings, Queens, Rockland and Westchester. A cemetery corporation may acquire by condemnation, exclusively for the purposes of a cemetery, any real estate or any interest therein necessary to supply water for the uses of such cemetery, and the right to lay, relay, repair and maintain conduits and water pipes with connections and fixtures, in, through or over the lands of others; the right to intercept and divert the flow of waters from the lands of riparian owners, and from persons owning or interested in any waters. But no such cemetery corporation shall have power to take or use water from any of the canals of this state, or any canal reservoirs as feeders, or any streams which have been taken by the state for the purpose of supplying the canals with water.