THE CORPORATION TRUST COMPANY OF NEW JERSEY Is by its charter specifically authorized to act as the resident agent of corporations organized under the laws of New Jersey. In behalf of corporations which it represents, insures a strict compliance with the laws of the State and carefully guards their interests; gives immediate notice of the introduction of bills and of decisions of Courts of New Jersey affecting the interest of corporations; attends to corporate taxes. PROVIDES AND MAINTAINS AN OFFICE FOR NEW JERSEY CORPORATIONS. Rooms for Directors' and Stockholders' Meetings. Fire proof safe deposit compartments. Acts as registrar, transfer agent, and trustee of mortgages given to secure bonds issued by New Jersey Corporations. Guarantees the legality and regularity of corporate stocks and bonds. GREENE AND GRAND STREETS, JERSEY CITY. Five Minutes from Cortlandt Street Ferry. P. O. Box 17. Local and Long Distance Telephone, 394 Jersey City. ALLAN L. MCDERMOTT, President. JOHN MCANERNEY, Treasurer. LEON ABBETT. THOMAS D. JORDAN. CHARLES N. KING...... ALLAN L. MCDERMOTT. HENRY S. WHITE.. JAMES B. DILL.. HENRY C. KELSEY. VINCENT H. LAMARCHE.. JOHN MCANERNEY.... HENRY S. WHITE.... CHARLES N. KING, 2d Vice-President. DIRECTORS. Ex-Governor of the State of New Jersey ..Comptroller Equitable Life Assurance Society, New York City .Of Dill, Chandler & Seymour, Lawyers, New York City President Seventh National Bank, New York City COUNSEL. DILL, CHANDLER & SEYMOUR.................................... ...Jersey City, N. J. ................. 31 Nassau Street, New York City AN ACT CONCERNING CORPORATIONS. Revision-Approved April 7th, 1875. ६ I. Powers. 1. Every corporation, as such, shall be deemed to have power : I. To have succession, by its corporate name, (a) for the period limited in its charter or certificate of incorporation, and when no period is limited, perpetually, except so far as the constitution otherwise provides concerning banks or money corporations; (b) II. To sue and be sued, complain and defend in any court of law or equity; (c) III. To make and use a common seal, and alter the same at pleasure; (d) (a) A misnomer in a grant to a corporation does not defeat the grant if the identity of the corporation be shown. 5 Hal. 323; 1 Zab. 174. So with a bequest. 3 Hal. Ch. 211; 2 Id. 107; 2 Stew. Eq. 32; 8 Id. 392. So, also, with a contract. 2 Beas. 427. A corporation may acquire a name by usage. Alexander v. Berney, 1 Stew. Eq. 90. Name may be changed. Sections 114, 115. (b) Article IV., section 7, paragraph 8, of the constitution, which limited bank charters to twenty years, was stricken out by amendment to the constitution in 1875. (c) A corporation may be sued on an implied contract. 3 Hal. 182; Pen. 352; 8 C. E. Gr. 96. And for malicious prosecution. 3 Vr. 334. And for assault and battery. 3 Id. 328. And for tort of agents. 3 Zab. 360. It may maintain a suit for libel. Id. 402. An action for libel will lie against a corporation. Evening Journal Association v. McDermott, 14 Vr. 488; 15 Id. 430. To bind a corporation under a lease for years, execution under its corporate seal is not requisite. A corporation may hold as a tenant from year to year. Crawford v. Longstreet, 14 Id. 325. A manufacturing corporation has implied power to make negotiable paper, but no power to become a party to accommodation paper; but such paper cannot be impeached in hands of bona fide holder for value who acquired it before maturity. Bank v. Young, Receiver, 5 Cent. Rep. 113. As to contract by estoppel, see Met. Telephone Co. v. Domestic Telephone Co., 17 Stew. Eq. 568. (d) The appearance of a corporate seal to an instrument is presumptive evidence that it was affixed by proper authority. The presumption may be rebutted, but the burden is on the party objecting. Sax. 541; 8 C. E. Gr. 162. An impression of the seal on the instrument, without wax, is a seal. 1 Hal. Ch. 52. The affixing of the seal gives rise to the presumption of due execution of the deed, which is not overcome by the testimony of a single corporate officer that he had no knowledge of corporate authority having been given to execute the instrument. Parker v. Washoe Mfg. Co., 20 Vr. 465. IV. To hold, purchase and convey such real and personal estate as the purposes of the corporation shall require, not exceeding the amount limited in its charter, and all other real estate which shall have been bona fide mortgaged to the said company by way of security, or conveyed to them in satisfaction of debts previously contracted in the course of dealings, or purchased at sales upon judgment or decree which shall be obtained for such debts; and to mortgage (e) any such real or personal estate with their franchises; the power to hold real and personal estate shall include the power to take the same by devise or bequest; provided, however, that nothing herein contained shall prohibit manufacturing or trading corporations from accommodating their customers by making payments or disbursements out of any sum of money received from such customers; (f) V. To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation; (g) VI. To make by-laws not inconsistent with the constitution or laws of the United States or of this state, fixing and altering the number of its directors (vide sections 17, 116, 173, 184) for the management of its property, the regulation and government of its affairs, and for the transfer of its stock, with penalties for the breach thereof not exceeding twenty dollars; (h) VII. To wind up and dissolve itself, or be wound up and dissolved in manner hereafter mentioned. (¿) (e) Power to convey includes power to mortgage. Sax. 541. Foreign corporations may hold and mortgage property here. Infra, 22 99, 137, 150. (f) Where a corporation has power to hold real estate, it may acquire a title in fee-simple. 3 Dutch. 13; 2 McCart. 481; 6 Vr. 178; 7 Id. 471. Third persons cannot object to the capacity of a corporation to take a gift, on the ground that its property already exceeds the amount limited by the law under which it was formed. 2 Stew. Eq. 36; 12 Id. 409. Grants to a private corporation are strictly construed. 8 C. E. Gr. 441; 9 Id. 217; 10 ld. 565; 17 Vr. 289. (g) Vide ? 16, 19. A failure to elect officers at the proper time does not dissolve the corporation. 2 Beas. 427. An agent need not be appointed under the corporate seal. Pen. 352. The acts of an officer de facto are binding, so far as they affect third persons (2 Gr. Ch. 322), and such third persons are bound. 9 Vr. 74. An agreement by directors to pay themselves compensation for their services, in the employ of the company, is void. 3 Stew. Eq. 702. (h) By-laws must be reasonable as well as legal. 1 Gr. 196; 9 C. E. Gr. 538; 8 Vr. 348; 2 Stew. Eq. 77. (i) A corporation's charter is not extinguished by a transfer of all its property and stock. 2 Beas. 323. For proceedings in case of voluntary dissolution, see section 34, infra. See, also, sections 6, 13, 46, 50, 57, 58, 60, 61, 62, 64, 65, 80, 92, 113, 186, 203. |