and merger of corporations, twenty cents for each thousand § 115 dollars of capital authorized, beyond the total authorized capital of the corporations merged or consolidated, but in no case less than twenty dollars; extension or renewal of corporate existence of any corporation, the same as required for the original certificate of organization by this act; dissolution of corporation, change of name, change of nature of business, amended certificates or organization (other than those authorizing increase of capital stock), decrease of capital stock, increase or decrease of par value of or number of shares, twenty dollars; for filing list of officers and directors, one dollar; filing copy of charter and statement of foreign corporation and issuing certificate of authority to transact business, ten dollars, and for all certificates not hereby provided for, five dollars; provided, that no fees shall be required to be paid by any religious or charitable society or association, or educational association having no capital stock. Act of 1875, 24; P. L. 1883, p. 252; P. L. 1893, P 444. Under this section the fee for filing a certificate of change of location of principal office is twenty dollars. By a supplement to the corporation act another mode of changing such location is given, for which the fee is five dollars. (See Section 28a, p. 44, ante.) A certificate of incorporation was offered for filing in the secretary of state's office stating that the total authorized capital stock was two thousand dollars "with the privilege of increasing the same, and of the number of shares into which it is to be divided up to fifty million dollars." The secretary of state, acting under the advice of the attorney-general, refused to file the certificate unless an organization fee based on a total authorized capital stock of fifty million dollars was paid. 115. Surviving incorporators may designate others for organization. When one or more of the commissioners or incorporators of any corporation, created by or under any general or special act, shall have died before the corporation shall have been organized, pursuant to law, the survivors or survivor may in writing designate other persons who may take the place and act instead of those deceased, in the organization; and the organization so effected by their aid shall be as effectual in law as if it had been effected by all the original commissioners or incorpo rators. P. L. 1891, p. 321. 116. Mutual association may create capital stock.-The members of any mutual association heretofore or hereafter incor § 116-9 porated, may provide for and create a capital stock of such corporation, upon the consent in writing of all the members of corporation, and may provide for the payment of such stock, and fix and prescribe the rights and privileges of the stockholders therein. P. L. 1888, p. 186. 117.-Secretary of state to compile and publish list of corporations. The secretary of state shall annually compile from the records of his office, and publish a complete list, in alphabetical order, of the original and amended certificates of incorporation filed during the preceding year, together with the location of the principal office of each in this state, the name of the agent in charge thereof, the amount of the authorized capital stock, the amount with which business is to be commenced, the date of filing the certificate and the period for which the corporation is to continue. P. L. 1889, p. 160. 118. Repealer; vested rights not impaired. The act entitled "An Act Concerning Corporations" (Revision), approved April seventh, one thousand eight hundred and seventy-five, and all acts amendatory thereof and supplemental thereto, except so far as herein expressly re-enacted, are hereby repealed; but no existing corporation shall be thereby dissolved, nor shall the powers specified in its charter or certificate of incorporation be thereby impaired or limited, and vested rights acquired under the repealed acts and actually exercised and enjoyed shall not be divested or disturbed, but no special provision relating to taxation, or immunity or exemption therefrom, contained in any special charter, shall be revived or continued by anything in this act; all acts and parts of acts, general and special, inconsistent with this act are hereby repealed; but this repealer shall not revive any act heretofore repealed. 119. Corporations may extend corporate existence. Any corporation, created by special charter, or under a general law, for any objects which are allowed by this act, may extend its corporate existence in the manner prescribed in the twenty-seventh section of this act; provided, that if such corporation possesses franchises, powers, privileges, immunities or advantages which could not be obtained under this act, such extension shall not continue, renew or extend such franchises, Reorganization of Corporations. 150. Property and franchises of certain corporations sold by order of court, to be vested in purchasers. Purchasers to become a new corporation. (An Act concerning the sale of the property and franchises of any corpo. ration created by or under any law or laws of this State, except steam-railroad, canal, turnpike or plank-road companies. Approved April 16, 1897. P. L. 1897, p. 229.) I. Whenever the property and franchises of any corporation. created by or under any law or laws of this state, except steamrailroad, canal, turnpike or plank-road companies, shall be sold and conveyed under or by virtue of any decree or decrees of the court of chancery of this state or of the circuit court of the United States in and for the district of New Jersey, sitting in equity, and an execution or executions issued thereon, to satisfy any mortgage debt or debts, judgment or judgments, or other incumbrance or incumbrances thereon, such sale and conveyance, duly made and executed, shall vest in the purchaser or purchasers thereof all the right, title, interest, property, possession, claim and demand, in law and equity, of the parties to the suit or suits, action or actions, in which such decree or decrees was or were made, of, in and to the said property so sold with its appurtenances; and also of, in and to the corporate rights, liberties, privileges and franchises of the said corporation, but subject to all the conditions, limitations, restrictions and penalties of the said corporation of and concerning the same; and such purchaser or purchasers, and his or their associates, not less than three in number, shall thereupon become a new body politic and corporate in fact and in law, by such name as said persons shall select, and shall be deemed and considered the stockholders of the capital stock of such new body politic and corporate, in the ratio and according to the amount of the purchase money by them respectively contributed; and shall be entitled to all the rights, liberties, privileges and franchises, and be subject to all conditions, limitations, restrictions and penalties of and concerning the said corporation whose property and franchises shall § 151-4 have been so sold and conveyed, which were contained in the act or acts creating, or under which the aforesaid corporation was created, and the supplements thereto, so far as the same was or were in force and unrepealed at the time of such sale and conveyance. 151. Purchasers to meet and organize new corporation. 2. The persons for or on whose account any such property and franchises may have been purchased shall meet within thirty. days after the conveyance made by virtue of said process or decree shall have been delivered, at the county, town or the county wherein said sale may have been made, written notice of the time and place of said meeting having been given to each of said several persons at least ten days before said meeting, and organize said new corporation by electing a president and board of directors to continue in office until the first Monday of May succeeding such meeting, when, and annually thereafter on the said day, a like election for a president and directors shall be held to serve for one year. 152. To adopt name and seal and fix capital stock. 3. At such meeting so held, the said person shall adopt a corporate name and corporate seal, determine the amount of the capital stock of said corporation, and shall have power and authority to make and issue certificates of stock in shares of fifty dollars each. 153. May issue preferred stock. 4. The said corporation may then, or at any time thereafter, create and issue preferred stock to such an amount and at such time as they may deem necessary. 154. May borrow money and provide for repayment.* Any corporation created under this act may borrow from time to time such sum or sums of money as may be necessary for the accomplishment of the object of such corporation, not exceeding at any one time the total amount of the authorized capital stock of such corporation, or any increase thereof, and to secure the repayment thereof, or of any part or portion thereof, may issue bonds registered or with coupons or interest certificates thereto. attached, or both, secured by a mortgage of any or all of its * This does not limit the power of corporations other than reorganized corporations to issue bonds. See p. 10, ante. franchises, real estate or personal property, including stocks and securities of such corporation or of any other corporation whose stocks or securities it owns, which mortgage may be recorded as mortgages of real estate are or hereafter may be by law required to be recorded in the office of the clerk or register of deeds of the county or counties in which the property of said corporation described in said mortgage may be located, and in the office of the clerk or register of deeds of the county in which the principal office of such corporation is situate, and such record or the lodgment of such mortgage in such clerk's or register's office for record shall have the same force, operation and effect as to all judgment creditors, purchasers or mortgagees in good faith, as the record or lodgment for that purpose of mortgages of real estate now have, although such mortgage may not have been executed, proved or recorded as a chattel mortgage. 155. Not to plead statute against usury. 6. No corporation or corporations issuing bonds under the provisions of this act shall plead any statute or statutes against usury in any court of law or equity in any suit instituted to enforce the payment of such bonds or mortgages. 156. Certificate to be filed in office of Secretary of State. 7. It shall be the duty of such new corporation, within one month after its organization, to make a certificate thereof, under its common seal, attested by the signature of its president, specifying the date of such organization, the name so adopted, the amount of capital stock, and the name of its president and directors, and transmit the said certificate to the secretary of state, at Trenton, to be filed in his office and there remain of record; and a certified copy of such certificate so filed shall be evidence of the corporate existence of said new corporation; provided, that nothing contained in this act shall divest or in any manner impair the lien of any prior mortgage or other incumbrance upon the property or franchises, conveyed under the sale of said property or franchise, when by the terms of the process or decree under which the sale has been made, or by operation of law, the said sale is made subject to the lien of any such prior mortgage or other incumbrance; and provided, that no such sale and conveyance or organization of such new corporation shall in any wise affect or impair any right or rights in law or equity of any § 155-6 |