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19. Stock certificate.
20. Shares personal property; transfers; fraud in sales, attachment.
21. Stockholders liable until subscriptions are full paid; bonus
stock.
22. Directors may make assessments until shares are fully paid up.
Shares of delinquent owner to be sold.
23.
24. Treasurer to give notice of sale.
25. Certificate upon payment of capital.
26. Liability of officers neglecting to comply with preceding section.
26a. *Incorporators may amend certificate of incorporation before
payment of capital.
27. Amendments and changes after organization; increase of stock;
rights of stockholders.
28.
Amendments by corporations under other acts.
28a. *Change of location of office by resolution of directors.
29. Decrease of capital stock, how effected.
30. Dividends to be made only from surplus profits.
31. Voluntary dissolution; proceedings.
32. Incorporators may dissolve corporation.
33.
III.-Elections; Stockholders' Meetings.
Stock and transfer books must be kept in registered office;
annual list of stockholders.
34. Directors; election of, etc.
35. Candidate for office of director not to be inspector of election.
35a. *Cumulative voting.
36. Regulations as to voting; voting pools or trusts; qualification
of stockholders.
37. Voting powers of executors or trustees. Hypothecated stock.
38. Shares of stock of a corporation belonging to the corporation
shall not be voted upon directly or indirectly.
Directors shall be stockholders.
39.
40.
41.
Stock books to determine who may vote; inspectors of election.
Election not held on designated day may be held thereafter.
42. Supreme Court may summarily investigate complaints touching
elections.
42a. *Chancellor may summarily investigate complaints touching
43. Annual report of officers and directors to be filed.
43a. *Every certificate and report must give address of New Jersey
office and name of agent.
44. Stockholders' meetings must be held at registered office in
New Jersey; corporations must maintain a New Jersey
office; directors may meet out of State; registered agent in
charge; inspection of books,
See footnote, p. V.
45. Name of corporation to be displayed at entrance of principal
office in New Jersey.
46. Call of meeting by three stockholders when legal meeting can-
not be otherwise called.
IV.-Dividends. Payment of Capital Stock.
47. Directors to declare dividends, etc.
48. Capital stock to be paid in money; loans to stockholders f
bidden.
49. Stock issued for property purchased.
49a. *Corporation may not plead usury.
50. Certain corporations may take stock and bonds in other cor
porations in payment for labor and materials.
51. Any corporation may hold stock and bonds of other corpora-
tions.
52. False certificate; penalty for making.
V.-Winding Up.
53. Corporate existence continues.
54.
Directors trustees on dissolution.
55. Powers and liabilities of such trustees.
56. Court of chancery may continue directors as trustees or appoint
receivers of dissolved corporation.
57. Jurisdiction of court of chancery.
58. Disposition of proceeds by trustees or receivers.
59. Actions not to abate on dissolution.
60. Copy of decree of dissolution to be filed in office of secretary
of state.
VI.-Execution Against Corporation.
61. On execution schedule of property to be furnished to officer.
62. Execution may be satisfied by debts due the corporation.
VII.-Insolvency.
63. Directors must call meeting of stockholders when corporation
becomes insolvent.
64. Conveyance or assignment of property, etc., after insolveney
or in contemplation of insolvency, void as against creditors.
65. Remedy in chancery by injunction and appointment of receiver
in case of insolvency; nature of proceeding; effect; receivers
of foreign corporations.
66. Court may appoint receivers; powers of receivers.
67. Receiver to qualify and take oath.
68. Property, franchises, etc., of insolvent corporation vest in
receiver upon appointment.
69.
When debts paid or provided for, court may direct receiver to
reconvey property, or may dissolve corporation.
70. Upon reorganization company may issue bonds and stock to
creditors.
71. Power of receiver to examine witnesses, etc.
72. Power to search, etc.
73. Acts of majority of receivers or trustees valid; receivers may
be removed and others appointed.
74. Inventory and report.
75. Court may limit time to present and make proof of claims.
76. Claims to be upon oath.
77. Trial by jury allowed at the circuit.
78. Persons aggrieved by proceedings may appeal to court of
chancery.
79. Upon application receiver to be substituted as plaintiff in suits
pending at time of appointment.
80. Actions not to abate by death of receiver.
81. Court may order receiver to sell incumbered property in liti-
gation free of liens.
82. Receiver of railroad, public work, etc., may sell or lease prin-
cipal work, franchise, etc.
83.
Laborers and workmen to have first lien on assets.
84. Such lien to be prior to all other liens; exception.
85. Compensation of receivers.
86. Distribution; how made.
VIII.-Service of Process.
87. Process against corporations of this state.
87a. *Service of declaration on corporation.
88. Process against foreign corporations.
89. When defendant in court.
90. Proceedings when summons not served; order for publication. 91. Action a lien on land.
IX.-Remedies Against Officers and Stockholders.
92. Action for liability imposed by act; remedy in chancery.
93. Stockholders, etc., who pay company's debts may recover.
94. Property of directors, etc., not to be sold for company's debt
until remedy against the company has been exhausted.
X.-Foreign Corporations.
95. Foreign corporation may hold and convey lands, etc.
95a. *Foreign corporations may acquire, own and dispose of real
estate in New Jersey.
* See footnote, p. V.
96. Foreign corporations subject to this act.
97. To file copy of charter, statement, etc., before commencing
98.
business.
Cannot maintain action until certificate of secretary of state is
obtained.
99. On death of agent another to be appointed; penalty for failure.
100. Unlawful to transact business until authority is obtained.
100a. *Attachment against foreign corporation.
101. To pay same taxes, etc., required of New Jersey corporations
in other states.
102. Service of prerogative writ against foreign corporation.
103. How writs may be enforced upon failure to make return, etc.
XI.-Merger of Corporations.
104. Corporations of this state may merge and consolidate.
How consolidation or merger shall be made.
105.
106. Corporations merged or consolidated shall be one corporation.
107. Upon merging or consolidating, rights, etc., to be vested in new
corporation.
108. Dissenting stockholders may petition court for appointment of
appraisers.
108a. *Dissenting stockholders may have stock appraised.
109.
Consolidated corporation authorized to issue bonds and mort-
gage property.
XII.-Taxation.
110. (1) Real and personal property; how taxed.
(2) Corporations entitled to same tax exemption as natural
persons; mortgages exempt.
XIII.-Lost Certificates of Stock.
111. New certificates of stock may be issued for certificates lost
or destroyed.
112. Proceedings in case of refusal to issue new certificate of stock.
113. Court may proceed in summary manner.
XIV.-Fees on Filing Certificates; Sundry Provisions.
114. Fees on filing certificates.
115. Surviving incorporators may designate others for organization.
116. Mutual association may create capital stock.
117. Secretary of state to compile and publish list of corporations.
118. Repealer; vested rights not impaired.
119. Corporations may extend corporate existence.
119a. *Extension, renewal and continuance of the existence of cor-
porations.
130.
131.
SUPPLEMENTAL AND MISCELLANEOUS ACTS.
*Certain words not to be part of name of corporation.
Liabilities created by statutes of other states not to be en-
forced in this state.
132. Certain corporations required to pay employees wages at least
every two weeks.
133. Corporation may lease its property and franchises to another
134. Errors and omissions in certificate of incorporation cured by
amendment.
135. State taxes must be paid before dissolution.
136. Purchasers of property and franchises of certain corporations
sold by order of court may become a new corporation.
LEVY OF EXECUTION ON SHARES OF STOCK.
140. *Sharles of stock may be taken and sold on execution.
141. Officer having custody of books to give certificate to sheriff.
142. Proceedings when such officer is non-resident. Notice of levy.
143. Non-resident officer to return statement and certificate, etc.
Penalty for failure, etc.
150.
ANNUAL STATE FRANCHISE TAX.
*State taxation of business corporations; report to State Board
of Assessors; application of the act; nature of the tax; ex-
emptions.
151. Penalties for false statement, or failure to make statement.
152. Duties and powers of State Board of Assessors.
153. Tax is a debt; how collected; preferred in case of insolvency.
154. Injunction against company in arrears for three months.
155. For failure for two years to pay state tax charter void, unless
governor gives further time.
156. Comptroller to report list of delinquents.
proclamation declaring repeal of charter.
Governor to issue
157. Proclamation to be filed and published.
158. Penalty for exercising powers under charter after proclamation.
159. Attorney-general may proceed against corporations in arrears;
receiver may be appointed.
160.
Governor may correct mistake where corporation inadvertently
reported.
161. Governor, with advice of attorney-general, may renew void
charters.
162. Proceedings for readjustment of excessive or unjust assessment.
163. Right of appeal waived after three months.