Corporation may acquire title to land in same manner as railroad companies. § 5. Any corporation formed under this act for the purpose among other things of supplying cities with water, may acquire title to land for the purposes of their business, in the same manner specified and required in and by the act entitled "An act to authorize the formation of railroad corporations and to regulate the same," passed April second, eighteen hundred and fifty, and the acts amendatory thereof and supplemental thereto, and such corporation may lay pipes for the purpose of conducting water for the purposes of their business under any of the navigable waters of this state, provided they are so laid as not to interfere with the navigation of such waters. No corporation shall be formed under this act for the purpose of accumulating, storing, conducting, furnishing or supplying water for domestic, manufacturing or municipal purposes in the city of New York. [Thus amended by L. 1881, ch. 472.]

May make contracts to furnish water. § 6. Such corporation so formed under this act may contract with any corporation in this state, public or private, to furnish water for any of the purposes in this act mentioned, and every corporation in this state is hereby authorized to enter into such contracts with such corporations formed under this act. [Thus amended by L. 1881, ch. 472.]

L. 1880, Chap. 241– An act to amend chapter 290 of the laws of 1879, entitled "An act to amend chapter 149 of the laws of 1874, entitled 'An act to amend an act, passed April 27, 1872, entitled ‘An act to amend chapter 657 of the laws of 1871, entitled 'An act to amend an act, passed February 17. 1848, entitled 'An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes,' passed April 20, 1871, and to legalize the formation and acts of certain corporations formed according to the provisions of chapter 374 of the laws of 1877.

999

[Section 1 amends the general act of 1848.]

Corporations for towing or propelling vessels. § 2. The organization of any corporation 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 certificate shall be filed, formed since the passage of chapter three hundred and seventyfour of the laws of eighteen hundred and seventy-seven, and all the acts of the trustees of any such corporation, organized in compliance with the provisions of such last-named chapter, are hereby made as legal in all respects as if the said last-named chapter had remained in full force, and every such corporation so organized is hereby declared to have existence and to have the same powers and privileges in all respects as if the said act, being chapter three hundred and seventy-four of the laws of eighteen hundred and seventy-seven, had been in full force in all respects at the time of the formation of any such corporation.

L. 1880, Chap. 263-An act for the protection of corporations organized for generating and distributing steam for heating and other purposes. [Sections 1, 2 and 3 repealed by L. 1886, ch. 593.]

Agent authorized to enter buildings and examine meter; penalty for interfering with agent. $ 4. Any corporation organized under the laws of this state for the purposes aforesaid may make an agreement with any of its customers by which any officer or agent of such corporation, duly authorized in writing, signed by the president or secretary of said corporation, shall be authorized at all reasonable times to enter any dwelling, store, building, room or places supplied with steam by such corporation and occupied by said customer for the purpose of inspecting and examining the meters, devices, pipes, fittings, and appliances for supplying or regulating the supply of steam, and for ascertaining the quantity of steam consumed, or the quantity of water resulting from the condensation of steam

consumed. Every such agreement so made in writing shall further provide that such officer or agent shall exhibit his written authority if requested by the occupant of such dwelling, store, building, room or place. Any person who shall directly or indirectly prevent or hinder such officer or agent from entering such dwelling, store, building, room or place, or from making such inspection or examination, in violation of his agreement with said corporation, shall forfeit and pay to the corporation the sum of twenty-five dollars for each offence.

Agent may enter and cut off, under what contingencies. § 5. If any person or persons, corporation or association, supplied with steam by such corporation organized under the laws of this state for the purposes aforesaid, shall neglect or refuse to pay the rent or remuneration for such stream, or for the meter, device, pipes, fittings or appliances, let by such corporation for supplying steam, or for ascertaining the quantity of steam consumed, or the quantity of water resulting from the condensation of the steam consumed, agreed upon or due for the same, as required by his, their or its contract with such corporation, the latter may thereupon stop and prevent the steam from, entering the premises of such person, persons, corporation or association so neglecting or refusing to pay such rent or remuneration. The said corporation may also, in any of the cases enumerated in this act, in which a person is liable to pay a forfeiture or is liable to fine or imprisonment, or both such fine and imprisonment, stop and prevent the steam from entering the premises of the person so liable, or if such person be an officer or agent of any corporation or association, stop and prevent the steam from entering the premises of the corporation or association of which the person so liable is an officer or agent. In all cases in which such corporation is authorized to stop and prevent the steam from entering any premises, it may by its officers, agents or workmen, enter into or on such premises between the hours of eight o'clock in the forenoon and six o'clock in the afternoon, and cut off, disconnect, separate, and carry away any meter, device, pipe, fitting or other property of the said corporation; and may cut off, disconnect, and separate any meter, device, pipe or fitting, whether the property of the corporation or not, from the mains or pipes of said corporation. Any person who, without the consent of such corporation, shall open, or cause to be opened, any valve closed under the provisions of this section by any corporation organized under the laws of this state for the pur- . poses aforesaid, or reconnect or cause to be reconnected, any connection disconnected by any such corporation under such provisions, or turn on steam, or cause the same to be turned on, or to re-enter any premises when the same has been stopped and prevented from entering them by such corporation as provided in this section, shall be deemed guilty of a misdemeanor, and upon conviction shall be punished by fine not exceeding two hundred and fifty dollars, or by imprisonment not exceeding six months, or by both such fine and imprisonment. [Thus amended by L. 1883, ch. 237.]

[Section 6 repealed by L, 1886, ch. 593.]

L. 1885, Chap, 549 – An act to require steam companies to supply steam for heating.

Companies to be known as district steam companies. SECTION 1. Any company heretofore organized, or which may hereafter be organized, for the purpose of supplying steam to consumers from a central station or stations through pipes laid in the public streets, shall be known as a district steam company.

Upon application of owner, etc., company to supply steam; penalty; deposit may be required. §2. Upon the application, in writing, of the owner or occupant of any building or premises within one hundred feet of any street main laid down by any such district steam company, and payment by him of all money due from him to the company, the company shall supply steam as may be required for heating such building or premises, notwithstanding there may be rent or compensation in arrears for steam supplied, or for meter, pipe or fittings furnished to a former occupant thereof, unless such owner or occupant shall have undertaken or agreed

with the former occupant to pay or to exonerate him from the payment of such arrears, and shall refuse or neglect to pay the same; and if for the space of twenty days after such application, and the deposit (if required) of a reasonable sum to cover the cost of connection and two months' steam supply, the company shall refuse or neglect to supply steam as required, the company shall forfeit and pay to such applicant the sum of ten dollars, and the further sum of five dollars for every day thereafter during which such refusal or neglect shall continue; provided that no such company shall be required to lay a service pipe for the purpose of supplying steam to any applicant, where the ground in which such pipe is required to be laid shall be frozen, or shall otherwise present serious obstacles to laying the same; nor unless the applicant, if required, shall deposit in advance with the company a sum of money sufficient to pay for two months' steam supply and the cost of the necessary connections and of the erection of a meter and such other special apparatus as are required for use in connection with such steam supply, nor unless the applicant shall provide the space and right of way necessary for the erection, maintenance and use of such connections and apparatus, nor unless the said applicant shall first signify his assent in writing to the reasonable regulations of the company with reference to the supply of steam to consumers.

L. 1884, Chap. 367 – An act to authorize the consolidation of manufacturing corporations.

Boards of directors may enter into agreement for consolidation. SECTION 1. Any two or more corporations heretofore or hereafter organized under any general or special law of this state for the purpose of carrying on any kind of manufacturing business of the same or of a similar nature, are hereby authorized to consolidate such companies into a single corporation in the manner following: The respective boards of directors, or of the trustees, of any two or more of such corporations may enter into and make an agreement, under their respective corporate seals, for the consolidation of the said corporations, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number of the trustees thereof (not less than three nor more than thirteen), the names of the trustees who shall manage the concerns of the new company for the first year, and until others shall be elected in their places, the term of existence of such new company, not exceeding fifty years, the name of the town or towns, county or counties in which the operations of the new company are to be carried on; and if such companies proposed to be consolidated, or either of them, shall have been organized for the purpose of carrying on any part of their or its business in any place out of this state, and the said new company shall propose to carry on any part of its business out of this state, the said agreement shall so state, and it shall also state the name of the town or city and county in which the principal part of the business of said new company within this state is to be transacted; the amount of capital, the number of shares of the stock into which the same is to be divided (which capital shall not be larger in amount than the fair aggregate value of the property, franchises and rights of the several companies thus to be consolidated, but which may be increased in accordance with the provisions of the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, eighteen hundred and forty-eight, and any acts amending the same), and the manner of distributing such capital among such consolidated corporations or the holders of the stock of the same, with such other particulars as they may deem necessary.

Agreement to be submitted to stockholders; those objecting may have stock appraised and paid for. § 2. Such agreement of the directors shall not be deemed to be the agreement of the said corporations so proposing to consolidate until after it has been submitted to the stockholders of each of such corporations respectively, separately, at a meeting thereof to be called upon a notice of at least thirty days, specifying the time and place of such meeting and the object thereof, to be ad

dressed to each of the said stockholders when their place of residence is known to the secretary, and deposited in the post-office, and published for at least three successive weeks in one of the newspapers published in each of the counties of this state in which either of the said corporations shall have its place of business, and has been sanctioned and approved by such stockholders by the vote of at least two-thirds in amount of the stockholders present at such meetings respectively, voting by ballot in regard to such agreement, either in person or by proxy, each share of such capital stock being entitled to one vote; and when such agreement of the directors has been sanctioned and approved by each of the meetings of the respective stockholders separately, after being submitted to such meetings in the manner above mentioned, then such agreement of the directors shall be deemed to be the agreement of the said several corporations; and a sworn copy of the proceedings of such meetings made by the secretaries thereof, respectively, and attached to the said agreement, shall be evidence of the holding and of the action of such meetings in the premises. If any stockholder shall, at said meeting of the stockholders, or within twenty days thereafter, object to the said consolidation and demand payment for his stock, such stockholder or said new company, if consolidation take effect at any time thereafter, may apply at any time within sixty days after such meeting of the stockholders to the supreme court, at any special term thereof held in any county in which the said new corporation may have its place of business, upon at least eight days' notice to the new company, for the appointment of three persons to appraise the value of said stock, and said court shall appoint three such appraisers and shall designate the time and place of the first meeting of such appraisers, and give such directions in regard to the proceedings on said appraisement as shall be deemed proper, and shall also direct the manner in which payment for such stock shall be made to such stockholder. The court may fill any vacancy in the board of appraisers occurring by refusal or neglect to serve or otherwise. The appraisers shall meet at the time and place designated, and they or any two of them, after being duly sworn honestly and faithfully to discharge their duties, shall estimate and certify the value of such stock at the time of such dissent as aforesaid, and deliver one copy of their appraisal to the said new company, and another to the said stockholder, if demanded; the charges and expenses of the appraisers shall be paid by the new company. When the new corporation shall have paid the amount of the appraisal, as directed by the court, such stockholder shall cease to have any interest in the said stock and in the corporate property of the said corporation, and the said stock may be held or disposed of by the said new corporation.

When and how corporations to be consolidated. § 3. Upon the making, sanctioning and approving of the said agreement in the preceding sections mentioned in the manner therein required, and the filing of the duplicates or counterparts thereof, and of the verified copy of the proceedings of the meeting of the stockholders mentioned in the preceding section in the office of the clerk of the county in this state where the operations of such new corporation are to be carried on, and in the office of the secretary of state, then, and immediately thereafter, the said corporations. agreed to be consolidated shall be merged into the new corporation provided for in the said agreement, to be known by the corporate name therein mentioned, and the details of such agreement shall be carried into effect as provided therein.

General powers, etc., of new corporation. § 4. Such new company shall possess the general powers and be subject to the general liabilities and restrictions expressed in the third title of the eighteenth chapter of the first part of the Revised Statutes, and shall be entitled to enjoy the rights, franchises and privileges possessed by each of the companies from which it has been formed, subject, however, to the liabilities, restrictions, duties and provisions expressed and contained in the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, eighteen hundred and forty-eight, and the acts amending or extending the same, so far as the same may be applicable to a corporation organized for the purposes

expressed in the said agreement for consolidation, and for which said new company shall have been organized.

Property, rights, etc., transferred to new corporation. § 5. Upon the consolidation of the said corporations, and the organization of such new company, as hereinbefore prescribed, all and singular the rights, privileges, franchises and interests of every kind belonging to or enjoyed by the said several corporations so consolidated, and every species of property, real, personal and mixed, and things in action thereunto belonging, mentioned in said agreement of consolidation, shall be deemed to be transferred to and vested in and may be enjoyed by such new corporation, without any other deed or transfer; and such new corporation shall hold and enjoy the same, and all rights of property, privileges, franchises and interests in the same manner, and to the same extent, as if the said several companies so consolidated had continued to retain the title and transact the business of such corporations, and the title to real and personal estate, and rights and privileges acquired and enjoyed by either of the said corporations shall not be deemed to revert or be impaired by such act of consolidation, or anything relating

thereto.

Rights of creditors, etc. § 6. The rights of creditors of any corporations that shall be so consolidated shall not in any manner be impaired by any act of consolidation, nor shall any liability or obligation for the payment of any money now due or hereafter to become due to any person or persons, or any claim or demand in any manner, or for any cause existing against any such corporation, or against any stockholder thereof, be in any manner released or impaired; but such new corporation is declared to succeed to such obligations and liabilities and to be held liable to pay and discharge all such debts and liabilities of each of the corporations that shall be so consolidated, in the manner as if such new corporation had itself incurred the obligation or liability to pay such debt or damages; and the stockholders of the respective corporations so entering into such consolidation shall continue subject to all the liabilities, claims and demands existing against them as such at or before such consolidation; and no suit, action or other proceeding then pending before any court or tribunal in which any corporation that may be so consolidated is a party, or in which any such stockholder is a party, shall be deemed to have abated or been discontinued by reason of any such consolidation; but the same may be prosecuted to final judgment in the same manner as if the said corporations had not entered into the said agreement of consolidation; or the said new corporation may be substituted as a party in the place of any corporation so consolidated as aforesaid with any other corporation or corporations and forming such new corporation, by order of the court in which such action, suit or proceeding may be pending.

Business of new corporation. § 7. Any new company organized under this act shall be permitted to prosecute or carry on any kind of business authorized by the charter of either of the companies which have been consolidated.

NOTE TO THIS ARTICLE.-For statutes enabling corporations to be formed under the general act, L. 1848, ch. 40, and supplementary acts, for purposes other than those enumerated in § 1 of the act of 1848, see the titles appropriate to the objects of the formation thereof.

ARTICLE THIRD.

BUSINESS CORPORATIONS, WITH LIMITED OR UNLIMITED LIABILITY OF STOCKHOLDERS, AS REGULATED BY THE ACT OF 1875, AND THE STATUTES SUPPLEMENTARY THERETO.

L. 1875, Chap. 611--An act to provide for the organization and regulation of certain business corporations.

For what purposes. SECTION 1. Corporations may be organized under the provisions of this act for the carrying on of any lawful business except banking, insurance, the construction and operation of railroads or aiding in the construction thereof, and the business of savings banks, trust companies or corporations