XXVIII. ACT PERMITTING CONSOLIDATION AS AMENDED.
An Act to permit the consolidation of library companies in the city of New York.
Passed 13 May, 1892.
Laws Of 1892, Chapter 541. Amended 2 April, 1895.
Laws Of 1895, Chapter 209.
The People of the State of New York, represented in Senate and Assembly, do enact as follows:
Section 1. Any corporation or corporations heretofore or hereafter organized under any general or special law of this State as a library company, or for the purpose of carrying on any library in the city and county of New York may be consolidated with any other corporation or corporations, organized for the same or similar purposes, under any general or special law of this State, into a single corporation in the manner following: The respective boards of directors or trustees of the said corporations may enter into and make an agreement 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 trustees thereof (not less than five nor more than twenty-one), and the names of the trustees who shall manage the concerns of the new corporation for the first year, and until others shall be elected in their places. If either of the corporations so consolidated shall be a stock company, then the said agreement may either provide that the new corporation shall have no stock, or may prescribe the amount of capital of the new corporation, the number of shares of 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 corporations thus to be consolidated), 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.
Section 2. If any such corporation so consolidating shall have no members or stockholders, other than its directors or trustees, said agreement of its directors or trustees shall be deemed to be the agreement of such corporation. If any such corporation so consolidating shall have members or stockholders other than its directors or trustees, said agreement of its directors or trustees shall not be deemed to be the agreement of such corporation until the same shall have been ratified by a vote of at least two-thirds of the members or two-thirds in interest of the stockholders present and voting in person or by proxy at a meeting of the members or stockholders of such corporation to be called upon a notice of at least thirty days, specifying the time, place and object of such meeting, mailed postpaid to each member or stockholder whose place of residence is known to the secretary and published at least once in each week for four successive weeks in a newspaper published in the city of New York. A sworn copy of the proceedings of any such meeting made by the secretary of the corporation holding the same and attached to said agreement shall be evidence of the holding and of the action of such meeting in the premises. If any stockholder or member shall, at said meeting of the stockholders or members, or within twenty days thereafter, object to the said consolidation and demand payment for his stock or interest in such corporation, such stockholder or member of said new corporation if consolidation take effect at any time thereafter, may apply at any time within sixty days after such meeting of the stockholders or members to the supreme court at any special term thereof, held in the City and County of New York, upon at least eight days
notice to the new corporation, for the appointment of three persons to appraise the value of his said stock or interest, 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 their 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 or member. The Court may fill any vacancies 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 or interest at the time of such dissent as aforesaid, and deliver one copy of their appraisal to the said new corporation, and another to the said stockholder or member if demanded; the charges and expenses of the appraisers shall be paid by the new corporation. When the new corporation shall have paid the amount of the appraisal as directed by the court, such stockholder or member shall 'cease to have any interest in the said stock and in the corporate property of the said corporation, and the said stock or interest may be held or disposed of by the said new corporation.
Section 3. Upon the making of the said agreement as hereinbefore provided, and the filing of duplicates or counterparts thereof in the office of the clerk of the city and county of New York, and in the office of the Secretary of State, and in the case of any corporations having members or stock-holders other than their directors or trustees, upon the ratification of said agreement in the manner above provided, and the filing with said agreement of a verified copy of the proceedings of the meetings of the members or stockholders required by the preceding section, then, and immediately thereafter, the said corporations whose boards of directors or trustees shall have united in said agreement shall be merged and consolidated 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.
Section 4. Upon the consolidation of the said corporations all and singular the rights, privileges, franchises and interests of any kind belonging to and enjoyed by the said several corporations so consolidating, and every species of property, real, personal and mixed, and things in action thereunto belonging, shall be transferred to and vested in and may be held and enjoyed by such new corporation, without any deed or transfer; and such new corporation shall hold and enjoy the same, and all rights of property, privileges, franchises and interests of either of the said several corporations in the same manner and to the same extent as the same were or might have been held and enjoyed by the several corporations so consolidating. Said new corporation shall have power to acquire, hold, possess, enjoy and dispose of all the property, real or personal, of said several corporations so consolidating, and all such additional donations, grants, devises or bequests, subject to all the provisions of law relating to devises or bequests by last will and testament, as may be made in further support of its library, collections and objects, or any of the same; and may make such investments as any of the corporations so consolidating might lawfully make, or as may be authorized by the terms of any such donation, grant, devise or bequest; and any devise or bequest contained in any last will and testament made before or after such consolidation to or for the benefit of any of the corporations so consolidating shall not fail by reason of such consolidation, but the same shall enure to the benefit of the said new corporation; and the title to all real and personal estate, and all rights and privileges acquired and enjoyed by either of the said corporations so consolidating shall not be deemed to revert or to be impaired by such act of consolidation, or anything relating thereto.
Section 5. The rights of the creditors of any corporation 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 obligation 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 same 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 or demands existing against them as such at or before such consolidation; and no suit, action or any proceedings 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 maybe prosecuted to final judgment in the same manner as if the said corporations had not entered into the said agreement of consolidation, and the said new corporation may be substituted as a party in the place of any corporation so consolidated as aforesaid, and forming such new corporation, by order of the court in which such action, suit or proceeding may be pending.
Section 6. The new Corporation organized under this act shall be permitted to maintain and carry on any form of library and to promote any of the objects authorized by the charter of either or any of the corporations which have been consolidated.
Section 7. This act shall take effect immediately.
XXIX. AGREEMENT OF CONSOLIDATION.* An Agreement To Consolidate The Trustees Of The Astor Library, The Trustees Of The Lenox Library, And The Tilden Trust, Into The New York Public Library, Astor, Lenox And Tilden Foundations.
Dated, 23 May, 1895.
Filed And Recorded In The Offices Of The Clerk Of The City And County Of New York And Of The Secretary Of State, 24 May, 1895, (El)is Agreement made this twenty-third day of May, in the year one thousand eight hundred and ninety-five, by and between the respective Boards of Trustees of the corporations known as "the Trustees Of The Astor Library," "the Trustees Of The Lenox Library," And "the Tilden Trust."
* At the time this agreement was entered into the Boards of Trustees of the three constituent bodies were composed of the following members:
The Trustees of the Astor Library were: The Mayor of the City of New York (ex-offido), Thomas M. Markoe, M. D. (President), Edward King (Treasurer), Henry Drisler, LL.D. (Secretary), John Cadwalader, Rt. Rev. Henry C. Potter, D.D., Stephen Van Rensselaer Cruger, Robbins Little, Stephen H. Olin, Charles H. Russell, and Philip Schuyler.
The Trustees of the Lenox Library were: John S. Kennedy (President), Alexander Maitland (Treasurer and Secretary), Daniel Huntington, Frederick Sturges, H. Van Rensselaer Kennedy, Stephen Baker, William S. Tod, Charles Scribner, John Sloane, William F. Havemeyer, George L. Rives, William Allen Butler, J. Henry Harper, Samuel P. Avery, and Nicholas Murray Butler.
The Trustees of The Tilden Trust were: John Bigelow, Andrew H. Green, George W. Smith, Alexander E. Orr, and Lewis Cass Ledyard.
tOl)creos, The Trustees of the Astor Library are a corporation heretofore organized under an Act of the Legislature of the State of New York, entitled "An Act to incorporate The Trustees of the Astor Library," approved January i8th, 1849, and the several amendments thereto, for the purpose (among others) of erecting, maintaining and carrying on a public library in the City of New York; and
tUl)ereus, The Trustees of the Lenox Library are a corporation heretofore organized under an Act of the Legislature of the State of New York, entitled "An Act to incorporate the Trustees of the Lenox Library," approved January 2oth, 1870, and the several amendments thereto, for the purpose (among others) of erecting, maintaining and carrying on a public library in the City of New York; and
, The Tilden Trust is a corporation heretofore organized under an Act of the Legislature of the State of New York, entitled "An Act to incorporate The Tilden Trust for the establishment and maintenance of a free Library and Reading Room in the City of New York," approved March a6th, 1887; and
s, the said three corporations, being all organized as library companies or for the purpose of carrying on libraries in the City and County of New York, are desirous of consolidating with each other into a single corporation, pursuant to the provisions of Chapter 541 of the Laws of 1892, being an Act of the Legislature of the State of New York entitled "An Act to permit the consolidation of library Companies in the City of New York," approved May I3th, 1892, and the amendments thereto, and particularly as the same is amended by Chapter 209 of the Laws of 1895, being an Act of the Legislature of the State of New York entitled "An Act to amend Chapter 541 of the Laws of 1892 entitled 'An Act to permit the consolidation of library companies in the City of New York ;' " and
neither of said three corporations is a stock company, and neither of the same has members or stockholders other than its Directors or Trustees;
Now (Ji)crefore, tl)is Agreement of donsolioation tUitncoscU) that the respective Boards of Trustees of the said "The Trustees of the Astor Library," "The Trustees of the Lenox Library," and " The Tilden Trust," have agreed, and do hereby agree, with each other and with each of the others as follows:
.first. The said several corporations shall be consolidated and hereby are consolidated into a single corporation.
The terms and conditions of said consolidation are as follows: The said new corporation shall establish and maintain a free public library and reading-room in the City of New York, with such branches as may be deemed advisable, and shall continue and promote the several objects and purposes set forth in the respective acts of incorporation of "The Trustees of the Astor Library," "The Trustees of the Lenox Library," and "The Tilden Trust."
The mode of carrying this agreement into effect is as follows: Immediately upon the execution of this agreement, duplicates or counterparts thereof shall be filed in the office of the Clerk of the City and County of New York and in the office of the Secretary of State. Thereafter, the first meeting of the Trustees of the new corporation shall be called by John L. Cadwalader, George L. Rives and Lewis Cass Ledyard, or any two of them, by giving a notice in person or by mail addressed to each Trustee at his place of residence, of the time and place of such meeting. The said Trustees, or a majority of them, being assembled, shall organize by the election of a President, one or more Vice-Presidents, a Treasurer and a Secretary, and of such other officers, if any, as shall be deemed necessary or proper; and the said Trustees, on behalf of the new corporation, shall thereupon receive, take over, and enter into possession, custody and management of the existing libraries of the said three several corporations and of all property, real or personal, owned by them or either of them of any description whatever. The several treasurers, superintendents, librarians or other persons having charge of any of the funds, books, works of art or other property, real or personal, of either of the said three cor