the words "insurance" or "safe deposit" or "trust company" or "bank" as a part of its name, and no certificate of incorporation shall be hereafter received for filing or record or be filed or recorded in any office in this state for the purpose of effectuating its incorporation.

2. No corporation heretofore organized or doing business under the aforesaid act shall, by change or amendment of its name, use the words "insurance" or "safe deposit" or "trust company" or "bank" or any of them as part of its name, and no certificate of change or amendment shall be hereafter received for filing or record or be filed or recorded in any office in this state for the purpose of effectuating such change.

3. Nothing herein contained shall, however, be construed to apply to or affect the name of any corporation whose certificate of incorporation has heretofore been filed with the secretary of this state.

(Supplement of April 23, 1897; P. L. 1897, p. 274.)

See also P. L. 1899, p. 431, §1; p. 450, §1; p. 468, §1.

131. Liabilities created by statutes of other states not to be enforced in this state.

1. No action or proceeding shall be maintained in any court of this state against any stockholder, officer or director of any domestic corporation for the purpose of enforcing any statutory personal liability of such stockholder, officer or director for or upon any debt, default or obligation of such corporation, whether such statutory personal liability be deemed penal or contractual, if such statutory personal liability be created by or arise from the statutes or laws of any other state or foreign country.

2. No action or proceeding shall be maintained in any court of law of this state against any stockholder,

officer or director of any domestic or foreign corporation by or on behalf of any creditor of such corporation to enforce any statutory personal liability of such stockholder, officer or director for or upon any debt, default or obligation of such corporation, whether such statutory personal liability be deemed penal or contractual, if such statutory personal liability be created by or arise from the statutes or laws of any other state or foreign country, and no pending or future action or proceeding to enforce any such statutory personal liability shall be maintained in any court of this state other than in a nature of an equitable accounting for the proportionate benefit of all parties interested, to which such corporation and its legal representatives, if any, and all of its creditors and all of its stockholders shall be necessary parties.

(Supplement of March 30, 1897; P. L. 1897, p. 124.)

In Western National Bank v. Skillman, 21 N. J. L. J., 375, the court refused where this act was set up in defence to non-suit an action to enforce a liability under the Kansas statutes incurred prior to the passage of the act, holding that the act was in violation of the provisions of the New Jersey constitution that the Legislature shall not pass any law "impairing obligation of contracts, or depriving a party of any remedy for enforcing a contract which existed when the contract was made."

This act was also declared to be unconstitutional in Western National Bank v. Reckless, 96 Fed. Rep., 70.

See also Hancock National Bank v. Farnum, 176 U. S. 640, and Whitman v. National Bank of Oxford, 176 U. S., 559. Leyner Engineering Works v. Kempner, 163 Fed. Rep., 605.

As to penal liability, the Supreme Court, in 1858, held that an action brought by a creditor of a New York manufacturing company against a resident of New Jersey to recover on a liability incurred under a statute of New York making directors personally liable for corporate debts for failure to file annual reports, cannot be enforced in this state, on the ground that one state will not enforce a penal statute of another state. Derrickson v. Smith, 27 N. J. Law, 166.

132. Certain corporations required to pay employees wages at least every two weeks.

In 1899 an act was passed by the legislature, entitled "An act to provide for the payment of wages in lawful money of the United States every two weeks" (P. L. 1899, p. 69) which requires every corporation "organized under or acting by virtue of or governed by the provisions of 'An act concerning corporations' (Revision of 1896), in this state" to pay its employees in lawful money of the United States at least every two weeks. The act makes invalid any agreement between the employer and employee for the payment at longer intervals. Corporations violating the act are guilty of misdemeanor and may be punished by a fine not exceeding one hundred dollars and not less than twenty-five dollars for each violation.

A New York statute, regulating the payment of wages of employees of corporations, as applied to pre-existing corporations, was held to be a valid exercise of the reserved power of the Legislature to alter or amend the charters of corporations. N. Y. Central and Hudson River R. R. Co. v. Williams, 64 Misc., Rep., 15.

133. Corporation may lease its property and franchises to another corporation.

Any corporation of this state, except railroad and canal corporations, may hereafter, with the assent of two-thirds in interest of its stockholders, either in person or by proxy, lease its property and franchises to any corporation, and every corporation of this state is hereby authorized to take the lease or any assignment thereof, for such terms and upon such conditions as may be agreed upon, and that any such lease or assignment, or both, heretofore made, are hereby vali

So in original,

dated; provided, however, that nothing herein contained shall be construed to authorize any corporation which is now specifically prohibited by law or by its certificate of incorporation from leasing its property or franchises to do so, nor to authorize the leasing by any corporation without the consent of the legislature, when such consent is now specially required by any law of this state.

"An Act Concerning Corporations," approved March 24, 1899; P. L. 1899, p. 334.

See Dickinson v. Consol. Traction Co., 119 Fed. Rep., 871, holding that a corporation could lease its franchise and property for 999 years.

Quaere. May a corporation created under the General Corporation Act lease the franchise of a public service corporation? It would seem not. Public Service Corporation v. De Grote, 70 N. J. Eq., 454.

The act provides only for a transfer of franchises by lease or assignment by one corporation to another corporation. McCarter v. Vineland Light & Power Co., 73 N. J. Eq., 703.

A corporation leased and took over the plant and assets of another company. The only change in name was the omission of the word "The" from the name of the acquiring company. Held, whether on the principle of novation and estoppel the acquiring company was bound to pay a note given by the former company for apparatus, was a question for the jury. Parsons Mfg. Co. v. Hamilton Ice Mfg. Co., 73 Atl. Rep., 254.

134. Errors and omissions in certificate of incorpora tion cured by amendment.

Whenever, in the certificate of incorporation or organization of any corporation organized under any general act of the legislature of this state, there shall be any error or omission in the recital of the act under which said corporation is created, or in the omission of any other matter which is required to be stated in said certificate, it shall and may be lawful for said corporation to correct such error in the manner following: The board of directors of such corporation

shall pass a resolution declaring that such error exists and that said corporation desires to correct the same, and shall call a meeting of the stockholders of said corporation to take action upon such resolution; the meeting of said stockholders shall be held upon such notice as the by-laws provide, and in the absence of such provision, then upon ten days' notice given personally or by mail; if two-thirds in interest of all the stockholders shall vote in favor of the correction of such error or omission, a certificate of such action shall be made and signed by the president and secretary under the corporate seal; which said certificate shall be 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 all the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing thereof, the certificate of incorporation or of organization shall be deemed to be corrected and amended accordingly, and the filing of said certificate in conformity with this act shall have the same force and effect as if said certificate of incorporation or organization had been originally drafted in conformity with the amendment so made.

(Supplement of March 21, 1899; P. L. 1899, p. 174.)

This act is not of great importance. It is said to have been passed in the interest of a water company. The company was organized under the Water Companies Act of 1876. The certificate of incorporation recited that it was incorporated under the provisions of "An Act for the construction, maintenance and operation of waterworks for the purpose of supplying cities, towns and villages of this state with water,' approved April 21st, 1875," whereas said act was as a matter of fact approved April 21st, 1876. The error was not discovered until long after the certificate had been recorded and filed, and as a matter of precaution the directors of the company are said to have procured the passage of the above act and immediately filed an amended certificate of incorporation correcting the error. Sections 27 and 28 fully cover cases

of correction of errors.