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additional shares of stock, and at such time and place shall receive subscriptions therefor; the previously existing stockholders of such corporation shall each be entitled at such time and place to subscribe for and take such proportion of such additional stock as their shares bear to the total number of previously existing shares, and if any additional stock is not so taken by stockholders, within ten days after the books for that purpose are opened, it may be subscribed for and taken by any person or persons.

SEC. 2. When said stock is so subscribed, taken and paid for, the directors shall cause a certificate thereof to be filed in the office of the secretary of state, and thereupon the persons so subscribing, taking and paying for said additional stock shall become stockholders to the amount and proportion of stock so taken by them. 121. Corporation in hands of receiver may, in reorganizing, mortgage its property.

[Supplement, approved February 26th, 1878. P. L., p. 29.]

Any corporation which now is, or hereafter shall be, in the hands of receivers, or of a receiver, by virtue of proceedings in the court of chancery, may, whenever such corporation shall be reorganizing or arranging its property and debts to resume the management and control of its property and business, with the consent of the court of chancery, mortgage its property and franchises for such amount as may be necessary, at a rate of interest not exceeding the rate of interest secured by any preexisting mortgage of real estate made by such corporation.

122. Company formed under the act of 1849 may come

under this act.

[Supplement of March 4th, 1879. P. L., p. 348.]

SEC. 1. Any company formed under and pursuant to "An act to authorize the establishment and to prescribe the duties of companies for manufacturing and other purposes," approved the second day of March, one thousand eight hundred and forty-nine, and the several supplements thereto, may come under and be subject to the provisions and liabilities of the act to which this is a supplement, in the same manner as if formed under the same, if such company make a certificate, under the hands of the president and directors of the company, that said company desires to come under the said provisions and liabilities, which certificate shall be acknowledged, recorded and filed in the same manner as the certificate required by this act; and such company, on the recorded and filing of said certificate as aforesaid, shall be free from the liabilities and provisions of the said act under which said

company was formed; provided, that nothing in this supplement contained shall be held to affect any transaction, liabilities or debts of any such company heretofore done, accrued or contracted.

123. Corporations to be taxed on capital stock at actual value and surplus.

SEC. 2. All corporations, whether manufacturing corporations or otherwise, organized or acting under the provisions of this act, or the act to which this is a supplement, shall hereafter be taxed upon their capital stock at its actual value and accumulated surplus. (f)

124. Co-operative companies may be formed with capital from $1,000 to $50,000.

[Supplement, approved March 12th, 1880. P. L., p. 326.]

For the purpose of co-operation in carrying on any manufacturing or co-operative trade authorized by the tenth section of the act to which this is a supplement, seven or more persons may associate themselves with a capital of not less than one thousand or more than fifty thousand dollars.(g)

125. Corporation may remove principal office.

[An act authorizing corporations created by special charters or otherwise to remove their principal office from the place designated in their charters to such other place as may be deemed best by the corporations. Approved February 25th, 1880. P. L., p. 49.] It shall be lawful for any corporation existing under and by virtue of the laws of this state, whether created by special charter or otherwise, to locate its principal office at such place in this state as may be for the best interests of its business, irrespective of the location of the principal office named in the charter or articles of organization of the corporation; provided, that such corporation cause to be made and filed a certificate in writing, in manner hereinafter mentioned; such certificate shall set forth, first, the name of such corporation and the city or town in which it is located by charter, or in which its principal office had previously been located; and, second, the place, town or city in which it proposes to locate the principal office for its business and dealings in the place and stead of that referred to in last preceding paragraph, and which said certificate shall be signed by the board of directors, or a majority of said board, and filed in the office of the secretary of state, and to which certificate shall be affixed the

(f) For other provisions regarding taxation of corporations, vide sections 105, 157 to 164, and 174. "Accumulated surplus" means the property or funds which the corporation has in excess of its capital stock, and above all its debts and liabilities. 5 Vr. 489; Id. 479; 6 Id. 575; 13 Id. 357. This section does not repeal the act of March 7th, 1878. 13 Id. 357. Supra, 105. (g) Mutual associations may create a capital stock. Section 185.

official seal of said board and the affidavit of the secretary or acting secretary of such corporation that the said certificate is made by the authority of the board of directors or managers of such corporation, as expressed by a two-thirds vote of the members present at a regular or special meeting of said board called for that purpose; provided, such removal is not outside of this state.(h)

126. Defective certificate of incorporation may be cured by an amended certificate.

[An act for the relief of corporations organized under general laws. Approved March 31st, 1875. P. L., p. 45.]

SEC. 1. Whenever the original certificate of incorporation, filed by any association under any general act for the formation of incorporated companies, is or shall be defective by reason of the omission of any matter required by law to be therein stated, or by reason of defective proof or acknowledgment, or by reason of the same not having been filed in all the offices required by law, the corporators or directors of such association are hereby authorized to make and file an amended certificate in conformity with the law under which such association was or shall have been organized, and upon such filing and upon due recording of such amended certificate, if required by law, said association shall be deemed and taken to be, and to have been a corporation from the time of filing such original certificate.

127. Pending suits not affected.

SEC. 2. Nothing herein shall affect any suit or proceeding, at the time of filing such amended certificate, pending against said corporation, or impair any rights of action accrued against the stockholders, corporators or directors.

128. When election has not been held on the day fixed by charter or by-laws, special meeting may be called for the purpose.

[A further supplement to an act entitled "An act to prevent fraudulent elections by incorporated companies, and to facilitate proceedings against them," approved April 15th, 1866. Approved March 17th, 1874. P. L., p. 37.]

SEC. 1. If, at any time hereafter, the election for directors of any incorporated company of this state, shall not be duly held on the day designated by the act incorporating such company, or on the day designated by the by-laws of such company, it shall be the duty of the secretary of such corporation, on the written request of five stockholders, and in mutual insurance companies on like request of five policy-holders, to call a meeting of the

(h) For other provisions respecting offices, see sections 11, 15, 49, 50.

stockholders or policy-holders of such company, for the purpose of electing directors; said call to be made in the same manner as required by the charter or by-laws of such company for the election of directors thereof. (See section 46.)

129. SEC. 2. Nothing in this act shall apply to any incorporated literary or religious society.

130. Corporations as executors or trustees.

[An act to enable certain corporations to qualify as trustees, executors, administrators or guardians. Approved April 21st, 1876. P. L., p. 272.]

SEC. 1. In all cases where any corporation in this state authorized by its charter to act as trustees, executors, administrators or guardians, shall be appointed executor, administrator or trustee of any estate or guardian of any infant, it shall and may be lawful for the president, cashier or treasurer of such corporation to take and subscribe for such corporation any and all oaths or affirmations required to be taken or subscribed by such executor, administrator, trustee or guardian.

131. Forfeiture of charter in case of insolvency. [Supplement, approved March 8th, 1877. P. L., p. 74.]

SEC. 3. The charter of no corporation shall be forfeited and void, notwithstanding the injunction and appointment mentioned in section eighty-three of the act to which this is a supplement shall have continued for four months; provided, said corporation shall have been heretofore managed and doing business under an order of the court of chancery.

132. Purchasers of property and franchises of turnpike, bridge, plank road, gas and water companies, under decree of court, may reorganize company.

[An act approved February 17th, 1881. P. L. 1881, p. 33.]

This act, containing three sections, provides that the purchasers of such property, above mentioned, shall be a body corporate and politic, vested with all the rights, powers, immunities, privileges and franchises of the corporation, and may organize the new corporation by the election of officers, and may issue stock and bonds.]

133. Not more than one director of manufacturing company need reside in this state.

[Act approved March 16th, 1881. P. L. 1881, p. 122.]

It shall not be necessary for more than one of the directors of any cotton, wooden, chemical or other manufacturing company organized under any law of this state, to be an actual inhabitant and resident of this state; provided, that every such company having only one of its directors an actual inhabitant and resident of this state, shall, in addition to the matters required by the first section of this act entitled "A supplement to act entitled 'An act concerning corporations,"" approved April seventh, one thousand eight hundred and seventy-five, which supplement was approved

March eighth, one thousand eight hundred and seventy-seven, also at the same time and manner as therein provided, designate and file in the office of the secretary of state of this state the name and place of abode of such resident director. (i)

134. Service of process on foreign corporations. [Supplement, approved March 25th, 1881. P. L. 1881, p. 298.]

This supplement to the general act concerning corporations provides that in proceedings in the courts of this state against any foreign corporation, in any matter requiring the use of any prerogative writ, such writ may be served upon the president, vice-president, or other head officer, or upon a director thereof, either personally or by leaving a copy at the dwelling-house, etc. In case of a refusal by such corporation to make a return to such writ or to obey the command of a writ issued upon a judgment or decree, the writs may be enforced by attachment of the company's property.]

135. Capital stock may be increased to pay maturing

bonds.

["An act concerning corporations," approved March 2d, 1882. P. L., p. 39.]

SEC. 1. In all cases where the bonds of any corporation created by or organized under any act of the legislature of this state, have been heretofore issued, and which bonds are due or about to become due, or may be paid by such corporation at its option, it shall be lawful for the board of directors of such corporation to increase its capital stock in order to provide means for the payment of such bonds, and for that purpose to issue and sell the shares of such increase of capital stock for cash only, and in such manner as they deem best, at a price not below the par value of such shares; but no greater number of shares shall be issued or sold than shall be sufficient to raise an amount sufficient for the payment of the principal sums secured by the said bonds and the interest accrued thereon; and certificates of stock shall be issued to the purchasers of such additional shares, upon payment in cash of the purchase price thereof; and the holders of the said shares of the increased capital stock hereby authorized, shall possess and exercise the same rights and privileges in all respects as are possessed and exercised by the holders of the other shares of the capital stock of said corporation (other than the preferred stock thereof); and the proceeds of the sale of the shares representing such increase of capital stock shall be applied to the payment of such outstanding bonds as aforesaid, and to no other purpose whatever.

SEC. 2. If the capital stock of any corporation shall be increased, as is authorized by the preceding section of this act, it shall be the duty of its president and secretary, within thirty days thereafter, to make a certificate under their respective oaths or affirmations,

(i) See sections 108, 112 and 218.

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