§ 1404. Christian associations.

(a) Certificate of incorporation; additional contents.

In addition to the requirements of section 402, the certificate of
incorporation of a Young Men's or a Young Women's Christian Association
shall state the qualifications of active membership; and may name, in
addition to the directors, six trustees and shall divide such trustees
into three classes to hold office for one, two and three years
respectively, or until their successors are elected by the board of
directors.

(b) Type of corporation.

A christian association is a charitable corporation under this
chapter.

(c) Directors and trustees.

(1) The trustees of a corporation organized for the purposes of a
young men's christian association or a young women's christian
association, with the president of the corporation shall be a board of
trustees thereof, and hold and control the real property of the
corporation and all gifts and bequests of money to be held in trust.
They or the directors if there is no board of trustees shall pay the
income of such property to the treasurer of the corporation so long as
the income shall be expended by the directors thereof for the purposes
for which the corporation was formed. Such association may, by amendment
to its certificate of incorporation, in the manner provided by law,
eliminate its board of trustees, in which case the real property, gifts,
bequests and other grants held in trust by such trustee shall be
transferred to its board of directors which shall hold and control the
real property of the corporation and all gifts and bequests of money to
be held in trust.

(2) The real property of such corporation shall not be liable for any
debt or obligation contracted without the approval of the board of
trustees.

(3) In all proceedings for the purchase, sale, mortgage and lease of
real property, the board of trustees of such a corporation shall perform
the functions of the board of directors.

(4) The board of directors shall have the management and control of
the property and affairs of the corporation, except as such management
and control is vested by law in the board of trustees.

(5) A young men's christian association incorporated prior to eighteen
hundred and eighty-seven may create a board of trustees possessing the
qualifications and divided into classes, and such board shall have the
powers set forth in this paragraph.

(6) A young men's christian association incorporated prior to nineteen
hundred and eight may divide its trustees into classes.

(d) Dissolution. Whenever any young men's christian association
subject to this section shall cease to carry out the objects set forth
in its certificate of incorporation, according to the general rules and
regulations of the national board of young men's christian associations,
or shall abandon or discontinue for one year the use of any of its
property for such objects, then upon the verified petition of a majority
of the directors of such association upon fourteen days' notice to the
national board by service thereof upon its chairman and secretary or in
the event of the failure of such directors to act, upon the verified
petition of the national board of young men's christian associations,
upon fourteen days' notice to such association by service thereof upon
its president or any director thereof, and upon one of the trustees
thereof, and upon notice to the attorney general, the supreme court,
upon satisfactory proof by affidavit or otherwise of such failure or
abandonment, must make a final order dissolving such corporation. Upon
the entry of such order, the corporation shall be dissolved, and
thereupon the national board of young men's christian associations may
take possession of the property of the corporation and manage the same,
or if authorized by the concurring vote of two-thirds of the members of
the national board may sell or lease the same and apply the proceeds
thereof after the payment of the debts, if any, of the corporation
solely to such purposes as those for which the corporation was
organized.

(e) Incorporation of county committees.

(1) Five or more men resident in any county of this state, appointed
by the national board of Young Men's Christian Associations, to act as
the county committee of Young Men's Christian Associations for such
county, may form a corporation under the provisions of this chapter
under the name of "The County Committee of the Young Men's Christian
Association of ..................... County," (the blank space being
filled by the name of the county in which the incorporators reside.)

(2) The management and control of the property and affairs of such
corporation shall be vested in its members and their successors in
office, except that the powers and duties of the trustees thereof shall
be those specified in paragraph (a); and the successors of such members
shall be elected annually at a meeting of the Young Men's Christian
Associations of the county for which such committee has been appointed,
at which meeting each association may be represented by one delegate for
each ten active members of such association. A plurality vote of the
delegates present, and voting at such meeting, shall be sufficient to
elect. If any vacancy in the membership of such corporation shall occur
during the interim between the regular elections, it may be filled by
the remaining members.

(3) The officers of the corporation shall consist of a chairman,
treasurer and secretary, and such other officers as the members may
decide; and shall be elected annually by such members from their own
number.