§ 7-a. Incorporation of joint-stock association. 1. Any joint-stock
association transacting business within this state under this chapter
and created by or under the laws of this state on or before January
first, nineteen hundred sixty-four may be incorporated under the
business corporation law for a purpose or purposes for which a
corporation may be formed under such law, in accordance with the
following provisions of this section.

2. (a) The certificate of incorporation of a joint-stock association
to be incorporated pursuant to this section shall be entitled
"Certificate of incorporation of .................... (name of
corporation) under section four hundred two of the business corporation
law and section seven-a of the general associations law," shall be
signed by the president of the joint-stock association as the
incorporator, with his name and address stated beneath or opposite his
signature, acknowledged by him and delivered to the department of state,
and shall set forth the matters required or permitted to be set forth in
a certificate of incorporation under section four hundred two of the
business corporation law and shall also set forth:

(1) The name and date of organization of the joint-stock association
to be incorporated.

(2) The number of outstanding shares of each class and series of the
joint-stock association, specifying the classes and series entitled to
vote and further specifying each class and series, if any, entitled to
vote as a class, and a statement of the basis upon which and the manner
in which such shares shall be converted into, or exchangeable for, the
shares or other securities of the corporation, or the cash or other
consideration which is to be paid or delivered in exchange for shares of
the joint-stock association, or a combination thereof.

(3) A statement that the signer of the certificate of incorporation is
the president of the joint-stock association and that he has been
authorized by the stockholders of the joint-stock association, in
accordance with the provisions of subdivision three of this section, to
sign, acknowledge and deliver the certificate to the department of state
for the purpose of incorporating the joint-stock association.

(b) (1) Notwithstanding the provisions of section three hundred one of
the business corporation law, the corporation may have the same name as
the joint-stock association to be incorporated, and shall not be
required to add to, modify or otherwise change such name, if the
joint-stock association has transacted business in this state under such
name continuously since January first, nineteen hundred twelve.

(2) Subject to the requirements of the business corporation law, the
certificate of incorporation approved in accordance with the provisions
of subdivision three of this section may make any change in the purpose
or purposes of the joint-stock association, in the shares which it shall
have authority to issue and in its duration and may contain any
provision, not inconsistent with law, which is permitted to be set forth
in a certificate of incorporation under section four hundred two of the
business corporation law.

3. The incorporation of a joint-stock association as provided in this
section shall be authorized in the following manner:

(a) The board of directors of the joint-stock association shall call a
meeting of its stockholders for the following purposes:

(1) To authorize the incorporation of the joint-stock association
pursuant to this section, to approve the certificate of incorporation
proposed to be made and delivered for such purpose and to authorize the
president of the joint-stock association to sign, acknowledge and
deliver to the department of state such certificate of incorporation for
filing pursuant to this section; and

(2) To adopt by-laws of the corporation to take effect upon the filing
of the certificate of incorporation by the department of state, which
by-laws may contain any provisions permitted to be contained in the
by-laws of a corporation formed under the business corporation law.

(b) Notice of such meeting of stockholders shall be given to each
stockholder of record of the joint-stock association, whether or not
entitled to vote, in the manner provided in its articles of association
for special meetings of stockholders or, in the absence of any such
provision, in conformity with the provisions of section six hundred five
of the business corporation law as to special meetings of shareholders
of a corporation subject to such law. A copy of the proposed certificate
of incorporation, except for any information not available at the time
of the notice, and a copy of the proposed by-laws of the corporation
shall accompany such notice. Except as otherwise required by this
section or as otherwise provided in the articles of association or
by-laws of the joint-stock association, the provisions of sections six
hundred four to six hundred twelve, inclusive, of the business
corporation law shall govern the conduct of such meeting.

(c) At such meeting of stockholders the matters specified in paragraph
(a) of subdivision three of this section shall be authorized, adopted
and approved by vote of the holders of that proportion of the
outstanding shares of the joint-stock association entitled to vote which
is required by its articles of association to amend such articles, the
holders of shares of a class or series voting as a class if the articles
so provide, or, in the absence of any provision in the articles as to
the amendment thereof, by vote of the holders of two-thirds of all the
outstanding shares of the joint-stock association entitled to vote in
the election of any of its directors.

4. Minutes of the proceedings of such meeting shall be kept, and a
copy of the certificate of incorporation authorized at such meeting and
a copy of the by-laws adopted at such meeting shall be filed with the
minutes. After the certificate of incorporation shall have been filed,
such minutes shall be deemed minutes of proceedings of the shareholders
of the corporation for all purposes of section six hundred twenty-four
of the business corporation law.

5. The provisions of subparagraphs one, two, three, four and six of
paragraph (b) of section eight hundred six of the business corporation
law shall apply to any changes in the shares of the joint-stock
association or in the rights, preferences or limitations of any such
shares made by the certificate of incorporation authorized by this
section as if such certificate were a certificate of amendment.

6. Upon the filing by the department of state of the certificate of
incorporation authorized by this section:

(a) The joint-stock association shall no longer be governed by this
chapter but shall become and be a corporation within the meaning of the
business corporation law possessing, consistently with its certificate
of incorporation, the business corporation law, and any other applicable
statute of this state, all the rights, privileges, immunities, powers
and purposes of the joint-stock association and having, without being
deemed a new or different legal person or entity, all the rights and
powers, subject to all the limitations thereon and qualifications
thereof, which pertain to a corporation formed under the business
corporation law, and the shareholders, directors and officers of the
corporation shall have all the rights and privileges, and be subject to
all the duties and obligations, and limitations thereon, which pertain
to shareholders, directors and officers of a corporation formed under
the business corporation law. The certificate of incorporation of the
corporation may thereafter be amended or changed in any respect as
permitted, and in the manner authorized, by said law.

(b) No further action by the incorporator shall be required for the
organization of the corporation. The by-laws adopted in accordance with
subdivision three of this section shall be the by-laws of the
corporation and, for all purposes of the business corporation law, shall
be deemed by-laws adopted by the shareholders of the corporation. The
directors of the joint-stock association in office at the time of
incorporation shall continue to hold office as directors of the
corporation for their respective terms in accordance with the by-laws
and the provisions of article seven of the business corporation law.

(c) Subject to the provisions of subdivision five of this section, the
initial capital, capital surplus and earned surplus of the corporation
shall be the capital, capital surplus and earned surplus, respectively,
of the joint-stock association as existing at the time of incorporation,
provided that prior to the declaration by the board of directors of the
first dividend after incorporation, the board may determine the amount
of the corporation's earned surplus as provided in subparagraph one (A)
of paragraph (a) of section five hundred seventeen of the business
corporation law in respect of corporations formed before the effective
date of said law, and such determination if made in good faith shall be
conclusive.

(d) All property, real and personal, of the joint-stock association,
including real property held in the name of the president, as such
president, subscriptions to shares, causes of action, licenses, permits
and every other asset of the joint-stock association shall vest in the
corporation without further act or deed.

(e) No liability or obligation due or to become due, claim or demand
for any cause existing against the joint-stock association, or any
stockholder, officer or director thereof shall be released or impaired
by such incorporation. The corporation shall assume and be liable for
all the liabilities, obligations and penalties of the joint-stock
association without further act or instrument, and an action or
proceeding may be maintained thereon against the corporation in lieu of
an action or proceeding against an officer of the joint-stock
association under article three of this chapter.

(f) No action or proceeding, whether civil or criminal, then pending
by or against the joint-stock association, or any stockholder, officer
or director thereof, shall abate or be discontinued by such
incorporation, but may be enforced, prosecuted, settled or compromised
as if such incorporation had not occurred, or the corporation may be
substituted in any such action or proceeding brought pursuant to article
three of this chapter by or against an officer of the joint-stock
association, in place of such officer.

(g) The personal liability, if any, of any stockholder of the
joint-stock association, as such stockholder, existing at the time of
incorporation shall not thereby be extinguished but shall remain
personal to such stockholder and shall not become the liability of any
other shareholder of the corporation or of any subsequent transferee of
any share of the corporation, and an action or proceeding may be
maintained thereon against such stockholder in accordance with the
provisions of article three of this chapter, provided that such an
action or proceeding could have been maintained under said article three
if the incorporation of the joint-stock association had not occurred,
treating the corporation as an officer of the joint-stock association
for such purpose.

7. After the filing of the certificate of incorporation by the
department of state pursuant to this section, the corporation shall
cause a copy of the certificate of incorporation, certified by the
department of state, to be filed in the office of the official who is
the recording officer of each county in this state in which real
property of the joint-stock association is located.

8. The provisions of section ninety-six of the executive law
prescribing the fee to be collected by the department of state for
filing a certificate of incorporation under the business corporation law
shall apply to the certificate of incorporation to be filed pursuant to
this section.