4. The male persons of full age belonging to any other church, congregation, or religious society, may form a cor poration for the purposes of such church, congregation or society;1 5. Any seven or more citizens of the United States, of full age, and a majority of them residents of this state, may form a corporation to found and continue one or more free churches.' $338. Corporations for benevolence may be formed in Corpora the following cases: 1. By five or more citizens of the United States, of full age, a majority of whom are citizens and residents of this state, for benevolent, charitable, literary, scientific or missionary; or mission or other Sabbath-school purposes;' 2. By three or more residents of this state, for the purpose of founding or maintaining a library;* 3. By five or more citizens of the United States, of full age, for the purpose of promoting the fine arts;" 4. By seven or more residents of this state, for the purpose of procuring and holding lands to be used exclusively for a cemetery; 5. By two or more persons, for the purposes of a private or family cemetry ;" 6. By seven or more persons, for the purpose of constructing parks to be used for skating, and other lawful sports;* 7. By ten or more persons of full age, citizens of the United States, a majority of whom are citizens of this state, to form a county or town, agricultural or horticultural society.' tions for benevo lence. Corporations for profit. The regents of the university may incorporate academies, and other institutions of learning, under general regulations established by them.' § 339. Corporations for profit may be formed in the following cases: 1. By thirteen or more persons, for the purpose of marine insurance; or for the purpose of making insurance on dwellings, stores, and other property, against losses by fire, and the risks of inland navigation and transportation; or for the purpose of making insurance on life and health, and dealing in annuities;* 2. By twenty-five or more residents of any town or two adjoining towns, owning property, of not less than fifty thousand dollars in value which they desire to have insured, for the purpose of mutual insurance;" 3. By twenty or more residents of this state, for the purpose of mutual insurance against loss by thefts of horses, cattle or sheep, or expense in recovering such animals as may be stolen, or in the apprehension of the thief;" 4. By twenty-five or more persons, for the purpose of constructing and maintaining a railroad;" 5. By five or more persons, for the purpose of constructing and maintaining a plankroad or turnpike; or for the purpose of constructing and maintaining a bridge across any stream;" 6. By fifteen or more persons, for the purpose of con• ducting a stage or omnibus route in the city of New York;10 1 Laws of 1853, ch. 184. 'Laws of 1849, ch. 308, as restricted to Marine Insurance by the Laws of 1853, ch. 463, ch. 466. 'Laws of 1853, ch. 466. Laws of 1853, ch. 463. Laws of 1857, ch. 739; amended Laws of 1858, ch. 295. Laws of 1859, ch. 168. ▾ Political Code; Laws of 1850, ch. 140. Laws of 1847, ch. 210. Laws of 1848, ch. 259. 10 Laws of 1854, ch. 142. 7. By three or more persons, for the purpose of conducting a ferry ;' 8. By any number of persons, for constructing a telegraph;' 9. By any seven or more persons, for the purpose of providing and navigating upon the seas, ships to be propelled solely or partly by any expansive fluid;" 10. By five or more persons for the purpose of providing ships to be used upon lakes, rivers and canals; or for the purpose of providing gas for lighting any city, town or village;" 11. By three or more persons, for the purpose of carrying on any manufacturing, mining, mechanical or chemical business, or printing and publishing books, pamphlets an newspapers;* 12. By nine or more persons, for the purpose of accumulating a fund for the purchase of real property, the erection of buildings or the making improvements, or paying off incumbrances on real property or aiding its members to do so;" 13. By five or more persons, for the erection of buildings;" 14. By five or more persons, for the purpose of breeding horses; or for the purpose of importing and breeding domestic animals; or for the purpose of mining and dealing in guano;" 10 Associations for the purpose of banking may also be formed in the mode provided by a general law specially applicable thereto." 'Laws of 1853, ch. 135. 'Laws of 1848, ch. 265. 'Laws of 1852, ch. 228, as amended, Laws of 1853, ch. 124. There is another statute contemplating navigation on Lake George, Laws of 1854, ch. 3. • Laws of 1854, ch. 232. Laws of 1848, ch. 37. Laws of 1848, ch. 40, as amended. Laws of 1857, ch. 262. Laws of 1851, ch. 122. Laws of 1853, ch. 117. Laws of 1854, ch. 269. 10 Laws of 1857, ch. 776. "Laws of 1857, ch. 546. 12 Laws of 1838, ch. 260. Charters. Acceptance of charter. Id. Dealers with a corporation cannot question its corporate existence. Name. Who are corporators. 340. The instrument by which a corporation is constituted is called its charter, whether that be a statute, as in case of a special charter, or the document prescribed by a general statute, for the constitution of the corporation. § 341. In order to constitute a private corporation, there must not only be a statutory authority, but an acceptance of that authority by a majority of the corporators, or their agents.' The acceptance cannot be conditional or qualified.' 1 Ang. & Ames on C., 75-77. * Id., 80, 81; 3 Edw., 353. § 342. Except when otherwise expressly provided, such acceptance may be proved like any other fact. § 343. One who assumes an obligation to an ostensible corporation, as such, cannot resist the obligation on the ground that there was in fact no such corporation, until that fact has been adjudged in a direct proceeding for the purpose. § 344. Every corporation must have a corporate name, which it has no power to change unless expressly authorized by law; but the name is to be deemed matter of description, so that a mistake in the name, in any instrument, may be disregarded if a sufficient description remains, by which to ascertain the corporation intended. Ang. & Ames on C., 93, 94. § 345. Except when it is otherwise provided, any person becomes a corporator upon the issue to him of stock. ARTICLE II. STOCK. SECTION 346. Subscriptions for stock. 347. Remedies for non-payment of subscription. 348. Issue of stock. 349. Transfers of stock. 350. Overissue of stock. 351. Purchase of stock by the corporation. 352. Dividends. tions for § 346. A subscription to the stock of a corporation about Subscripto be formed, inures to the benefit of the corporation, when stock. it is formed, and may be enforced by it. Hamilton & Dansville Plankroad Co. a. Rice, 7 Barb., 157; Poughkeepsie & Salt Point Plankroad Co. a. Griffin, 21 Id., 454; Schenectady & Saratoga Plankroad Co. a. Thatcher, 11 N. Y., 102; Lake Ontario, &c., R. R. Co. a. Mason, 16 N Y., 451; Rensselaer & Washington Plankroad Co. a. Barton, 16 Id., 457, note. for non of sub § 347. When a corporation is authorized by the charter Remedies or the terms of the subscription to forfeit stock for the non- payment payment of the subscription, it may either forfeit the stock, or recover the amount of the subscription,' but cannot do both." 1 Harlem Canal Co. a. Seixas, 2 Hall, 504; The Same a Small a. Herkimer Manufacturing Co., 2 N. Y., 330. scription. stock. § 348. Stock is issued by placing it in the name of the Issue of stockholder upon the books of the corporation;' unless the issue of a certificate of stock is required by the charter or by-laws, in which case the stock is issued by the execution and delivery of the certificate." of stock. § 349. A certificate of stock may be transferred like any Transfers other personal property; and a transfer on the books of the corporation is not necessary, as between the parties to the transfer; but a certificate is not a negotiable instrument, and a transfer does not confer any greater rights against the corporation than the former holder of the stock possessed. 'Bank of Utica a. Smalley, 2 Cow., 770; Commercial 'Dunn a. Commercial Bank, 11 Barb., 580; Stebbins a. |