in law as if it had been effected by all the original commissioners or incorporators. P. L. 1891, p. 321. 116. Mutual association may create capital stock. The members of any mutual association heretofore or hereafter incorporated, 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and all acts amendatory thereof and supplemental thereto, except so far as herein expressly reënacted, are hereby repealed; + So in original. 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in its charter or certificate of incorporation be thereby impaired or limited, and vested rights acquired under the repealed acts and actually exercised and enjoyed shall not be divested or disturbed, but no special provision relating to taxation, or immunity or exemption therefrom,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by anything in this act; all acts and parts of acts, general and special, inconsistent with this act are hereby repealed; but this repealer shall not revive any act heretofore repealed. 119.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, powers, privileges, immunities or advantages, but the filing of the certificate of extension shall operate as a waiver and abandonment of such franchises, powers, privileges and advantages. (Supplement of February 2, 1897; P. L. 1897, p. 11.) 119a.* Extension, renewal and continuance of corporate existence. 1. The corporate existence of any corporation heretofore or hereafter created under or by virtue of any * Arbitrary number; section inserted here merely for convenience of reference, law of this state or of the successor of any such corporation may be extended, renewed and continued in the manner following: a meeting of the stockholders shall be called by a notice stating the object of the meeting signed by the holders of at least one-third in value of the outstanding capital stock of the company, which notice must be given personally or by mail to each stockholder at least ten days before the day of said meeting; if two-thirds in interest of each class of stockholders having voting powers shall vote in favor of such extension, renewal and continuation of corporate existence, a certificate thereof shall be signed by the presiding officer and secretary of said meeting, acknowledged or proved as in the case of deeds of real estate, and such certificate, together with the written assent in person or by proxy of two-thirds in interest. of each class of such stockholders, shall be filed in the office of the secretary of state, and the certificate of the secretary of state that such certificate and assent has been filed in his office shall be taken and accepted as evidence of the extension, renewal and continuation of its corporate existence in all courts and places. 2. Upon making and filing such certificate and paying the fees now imposed or hereafter to be imposed upon corporations for certificates of incorporation, the period of existence of such corporation shall be extended as declared in such certificate; but the extension shall not be held to invest such corporation with any exclusive privileges, or exempt it from the operation of any general laws hereafter passed relating to the same class of corporations, or prevent the legislature from making applicable thereto any general law now in force relating to such class. 3. Nothing herein contained shall be construed to interfere with the right of the state of New Jersey, reserved by any law now or hereafter existing, to acquire the property and franchises of any such corporation, or at any time to abolish or repeal, alter or amend the charter of the same, nor shall this act be construed to continue any irrepealable or other contract with the state contained in any charter beyond the time originally fixed for its expiration. 4. Nothing herein contained shall be construed as continuing in force and operation any special provision relating to taxation, or exemption therefrom, in the charter of any corporation whose corporate existence may have been or hereafter shall be extended, renewed and continued in conformity with the terms of this act; but each corporation whose corporate existence may have been or shall be extended, renewed and continued as authorized hereby shall be assessed for taxes in accordance with the provisions of the general law of this state relating to the taxation of corporations. 5. No corporation shall have the right to proceed under the provisions of this act unless it shall file with the certificate and written assent provided for in section one hereof an affidavit of the presiding officer and secretary of said meeting that it is at the time either actually engaged in, or has provided for, the conduct of the business for which it was incorporated; and in all cases where the charter of a corporation may have expired by limitation of time within four years next preceding the date when such corporation shall file the certificate herein mentioned, said corporation shall have the benefit of the right to proceed under the provisions of this act, and upon complying with the conditions set forth in this act the existence of such corporation shall be renewed, extended and continued as declared in said certificate with the same effect and force as if the certificate, written assent and affidavit provided for herein had been filed prior to the expiration of such charter period, and as fully as if said period of extension had been named in the original charter or certificate of organization of such corporation. 6. The provisions of this act shall not apply to any savings bank, a building and loan association, an insurance company, a surety company, a railroad company, a street railroad company, a telegraph company, a telephone company, a gas company, an electric light company, a turnpike company, a plank road company, or any company which possesses the right of taking and condemning lands in this state. "An act concerning the extension, renewal and continuance of the existence of corporations organized under the laws of this state," approved April 8, 1902; P. L. 1902, p. 630; as amended by Chap. 205, Laws of 1903; P. L. 1903, p. 391. As to the rights of the stockholders of a corporation whose period of existence, as expressed in its charter, has expired, see Mason v. Pewabic Mining Co., 133 U. S., 50. The power to extend the existence of a corporation beyond the period fixed by its charter, on complying with the statute providing therefor, may be exercised unless it is specially excluded by its charter. Smith v. Eastwood Wire Mfg. Co., 58 N. J. Eq., 331. Supplemental and Miscellaneous Acts. 130.* Certain words not to be part of name of corporation. 1. No corporation shall hereafter be organized under the provisions of "An act concerning corporations" (Revision of 1896), approved April twentyfirst, one thousand eight hundred and ninety-six, or any amendment thereof or supplement thereto, with * From this point the section numbers are entirely arbitrary, being used merely for convenience of reference. |