N.Y. RRD Law § 226

§ 226. Shall prepare certificate of incorporation; proviso as to\nforfeiture. The commissioners shall prepare an appropriate certificate\nof incorporation for the corporation in the last section mentioned in\nwhich shall be set forth and embodied, as component parts thereof, the\nseveral conditions, requirements and particulars by such commissioners\ndetermined pursuant to the provisions of this article, and which shall\nalso provide for the release and forfeiture to the supervisors of the\ncounty, or if the road is to be constructed wholly or partly within a\ncity, to such city, of all rights and franchises acquired by such\ncorporation in case such railroad or railroads shall not be completed\nwithin the time and upon the conditions therein provided; and the\ncommissioners shall thereupon and within one hundred and twenty days\nafter their organization cause a suitable book of subscription to the\ncapital stock of such corporation to be opened pursuant to due public\nnotice at a banking office in such county or city. A failure by any\ncorporation heretofore or hereafter organized under this article to\ncomplete its railroad within the time limited in and by its certificate\nof incorporation shall only work a forfeiture of the franchises of such\ncorporation with respect to that portion of its route which such\ncorporation shall have failed to complete, and shall not affect the\nrights and franchises of such corporation to construct and operate such\npart of its railroad which it shall have completed within the term\nprescribed by its certificate of incorporation, or as to which the time\nfor completion shall not have expired, notwithstanding anything to the\ncontrary in its certificate of incorporation.\n