railway, canal or banking corporations, or to savings banks, cemeteries or religious corporations, or to purely charitable or educational associations, or manufacturing or mining corporations, at least fifty per centum of whose capital stock issued and outstanding is invested in mining or manufacturing carried on within this state; if any manufacturing or mining company, carrying on business in this state shall have less than fifty per centum of its capital stock, issued and outstanding, invested in business carried on within this state, such company shall pay the annual license fee or franchise tax herein provided for companies not carrying on business in this state, but shall be entitled, in the computation of such tax, to a deduction from the amount of its capital stock issued and outstanding of the assessed value of its real and personal estate so used in manufacturing or mining.

161. Proceedings of state board of assessors.

[Section 5, as amended by act of March 17th, 1892. P. L. 1892 ch. 76].

SEC. 1. The state board of assessors shall certify and report to the comptroller of the state, on or before the first Monday of June in each year, a statement of the basis of the annual license fee or franchise tax as returned by each company to or be ascertained by the said board, and the amount of tax due thereon respectively, at the rates fixed by this act; such tax shall thereupon become due and payable, and it shall be the duty of the state treasurer to receive the same; if the tax of any company remains unpaid on the first day of July, after the same becomes due, the same shall thenceforth bear interest at the rate of one per centum for each month until paid; the state board of assessors shall have power to require of any corporation subject to tax under this act, such information or reports touching the affairs of such company as may be necessary to carry out the provisions of this act; and may require the production of the books of such company, and may swear and examine witnesses in relation thereto; the comptroller shall receive as compensation for his services under this act entitled "An act for the taxation of railroad and canal property," approved April tenth, one thousand eight hundred and eighty-four, the sum of five hundred dollars annually.

SEC. 6. All acts and parts of acts inconsistent herewith be

and the same are hereby repealed, in so far as the same are inconsistent herewith.

SEC. 7. This act shall take effect immediately.

180. Amended certificate to cure defects in organization. [Supplement of April 9th, 1887, as amended by supplement of March 29th, 1892. P. L. 1892, ch. 226. See sections 11, 126, 146.

SEC. 1. Whenever the original certificate of incorporation, filed by an association under any general law of this state for the formation of incorporated companies, is defective by reason of the omission of any matter authorized or required by law to be therein stated, or by reason of the object or objects therein expressed, in whole or part, being for a purpose or purposes not contemplated or recited in such general law in existence at the time of filing such original certificate, it shall be lawful for all the stockholders of such association, or the legal representatives of any deceased stockholders, to make a certificate under their hands and seals, acknowledged or proved as required for deeds of real estate, setting forth a copy of the original certificate, the time and place of recording and filing the same, and reciting the omission or defective objects of incorporation as expressed in said original certificate, and supplying such omission or the true object desired by such association for the purpose or purposes of such incorporation; the same to be of the nature or character authorized by the act to which this is a supplement, and the supplements thereto and acts amendatory thereof; which said association, upon causing said certificate to be recorded in the office of the clerk of the county where the original certificate was recorded, which said certificate the clerk is hereby authorized to record, and file in the office of the secretary of state, shall be deemed and taken to be, and to have been a legal corporation for the objects stated in said certificate, to be recorded and filed from the time of filing such original certificate; provided, however, that this act shall not in any manner affect any proceedings pending in any court.

SEC. 2. All acts and parts of acts inconsistent herewith be and the same are hereby repealed, and that this act shall take effect immediately.

221. Stock or shares may be increased or decreased and name changed all in one certificate.

[supplement of January 26th, 1892. P. L. 1892, ch. 2.]

SEC. 1. Any corporation of this state, incorporated under any

general law of this state, may, in one certificate, change the name of said corporation, increase or decrease the amount of the capital stock of said corporation, increase or decrease the number of shares of the capital stock of said corporation, and increase or decrease the par value of each of said shares of the capital stock of said corporation, thus making any or all of said changes in said one certificate.

222. Assent of directors and stockholders necessary to such change

SEC. 2. In order to avail themselves of the powers conferred by section one of this act, it shall be necessary to obtain the assent, in writing, of the stockholders representing two-thirds in value of the existing capital stock of said corporation, and the assent of the board of directors given at a general meeting, o a special meeting called for that purpose, and expressed by a majority vote of all the directors of said board.

223. Certificate and affidavit of such changes.

SEC. 3. A certificate, reciting these assents, executed by such officers of the company as shall be determined by a resolution of said board of directors, and under the seal of the said company with an affidavit of the secretary of said company that the seal of the company thereto attached is the seal of said company and that the officers executing said certificate are the officers of said corporation, as expressed therein, shall be recorded in the office of the clerk af the county where the principal office of said company is located, and thereafter filed in the office of the secretary of state, which recording shall be done within thirty days after the execution of said certificate.

224. On filing certificate change effected.

SEC. 4 Upon the filing of said certificate in the office of the secretary of state the name of the corporation shall be changed as therein stated, the amount of the capital stock, the number of shares of the capital stock and the par value of each of said shares of stock shall thereafter be as stated therein, and a certified copy of said certificate by the secretary of state shall be taken and accepted as evidence of such changes in any court of this state.

225. Fee of twenty dollars on filing certificate of changes. SEC. 5. On filing said certificate with the secretary of state, the corporation filing the same shall pay to the secretary of

state twenty dollars for each change made as aforesaid in said one certificate, the same as if a separate certificate had been filed for each of said changes set forth in said certificate.

SEC. 6. This act shall take effect immediately.

226. Powers of president and directors upon dissolution. [Supplement of February 24th, 1892. P. L. 1892, ch. 22.]

Upon the dissolution of any corporation organized under the act to which this is a further supplement, or any amendment or supplement thereto, the president and directors, acting as trustees to settle the affairs of said corporation, shall, in cases not already provided for by law, have power to meet and act under regulations to be fixed and determined upon by a majority of said trustees, and shall have power to determine when and how and where the property, real or personal, of said corporation shall be sold, whether in parcels or as a whole, and shall sell all or any part for cash, or partly on credit, or take mortgages, not exceeding fifty per centum of the purchase price, secured by bonds, for part of the purchase price for all or any of said property, and to fix the terms and conditions of the sale of all or any part of said property.

227. When directors fail to meet stockholders may act in their place.

[Supplement of March 10th, 1892. P. L. 1892, ch. 24.]

SEC 1. Whenever, by the reason of the failure, neglect or refusal of a sufficient number of the board of directors of any corporation of the state to attend any three successive meetings of such board, regular or special, duly called, a quorum is thereby prevented, the stockholders of said company shall thereupon, and until a legal meeting of a quorum of such board of directors shall be held, have power to act in place of such board of directors, and for such purpose special meetings of the stockholders of said company may be called by any officer of the company, or by any three stockholders of the company, upon three days' notice mailed to each of said stockholders at his address as the same appears upon the books of the company, at which meetings it shall be lawful for the said stockholders to take such action, by a majority vote, in reference to the business of the said company as they may deem advisable, and their action thus taken shall be legal and binding upon the company.

SEC. 2. All acts and parts of acts inconsistent herewith be and

the same are hereby repealed, and that this act shall take effect immediately.

228. Not necessary for more than one director to reside in New Jersey.

[An act relative to the residence of directors of corporations in this state, approved March 10th, 1892. P. L. 1892, ch. 55.]

It shall not hereafter be necessary for more than one director of any company, corporation or association, incorporated under the laws of this state by special or general acts of incorporation, to reside in New Jersey.

229. Any New Jersey corporation may conduct its business outside the state.

[An act concerning corporations, approved March 10th, 1892. P. L. 1892, ch. 56.]

SEC. 1. It shall be lawful for any corporations of this state, incorporated under any general or special act, to carry on and conduct its business outside of the State of New Jersey, although not provided for in the act or certificate of incorporation of any such corporation; provided, however, such corporation shall have an office in the State of New Jersey.

SEC. 2. All acts and parts of acts inconsistent with the provisions of this act be and the same are hereby repealed, and that this act shall take effect immediately.

230. Remedies when issue of new certificate of stock is refused in lieu of one lost.

[Supplement of March 22d, 1892. P. L. 1892, ch. 89.]

SEC 1. Whenever any company incorporated under the laws of this state, or of the United States, if located and existing in this state, shall have refused to issue a new certificate of stock in place of one theretofore issued by it, or by any corporation of which it is the lawful successor, but which is alleged to have been lost or destroyed, the owner of such lost or destroyed certificate, or his legal representatives, may apply to the circuit court of the county in which the principal office of said company is located for an order requiring such corporation to show cause why it should not be required to issue a new certificate of stock in place of the one so lost or destroyed; such application shall be by petition, duly verified by the owner, in which shall be stated the name of the corporation, the number and date of the certificate, if known, or can be ascertained by the petitioner, the number of shares of stock named therein and to whom issued, and as particular a statement of the circumstances at