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[The numbers refer to pages.]

Board of Assessors, State, powers and duties, 131.

Bond of treasurer, 29.

Bondholders, lien of, relates to time of recording mortgage, 10.
Bonds, amount of, not limited by statute, 10.

consideration of, 161.

not to be issued below par, 76.

of other corporations may be held by any corporation, 77.
power to issue, 10, 162,

presentation of coupons of, 161.

secured by unrecorded chattel mortgage valid, 161.
validity of informally issued, 161.

Bonus stock, 42.

Books, (except stock and transfer) may be kept out of state, 68.

as evidence, 71.

stock, only evidence of right to vote, 52, 53, 61.

inspection of, 70, 163.

may be ordered brought into state, 68, 70.

stock, to be open to inspection, 52.

kept in principal office in New Jersey, 52.

produced at election, 52.

penalty for refusal to exhibit, 52.

transfers to be made on, 38.

See also Inspection.

Building and loan association not to be formed under this act, 13.
Business of corporation to be managed by directors, 25.

may be carried on outside of New Jersey, 15, 68.
may not be begun with preferred stock only, 20.
change of nature of, 45.

By-laws, amendment and alteration of, 25.

binding upon and confer rights on members, not on third persons
without notice, 4.

breach of, penalty for, 2.

contractual rights created by, 4.

corporations organized under other acts may fix method of alter-
ing, 47.

directors may make and alter, if certificate of incorporation so
provides, 25.

general principles respecting, 4, 5.

made by directors subject to repeal by stockholders, 25.

majority of stockholders may regulate dividends, 72.

may designate date for election of directors, 62.

determine number of shares to be held by director, 60.
fix date for declaring dividends, 72, 73.

fix and alter number of directors, 2.

prescribe manner of filling vacancies, 32.

prescribe penalty for breach thereof, not exceeding $20, 2.
provide for management of corporate property, 2.

[The numbers refer to pages.]

By-laws, may provide for keeping certain books outside of state, 68.

meetings outside of state, 68.

regulation of corporate affairs, 2.

regulation of voting at elections, 55.

not binding upon third persons without notice, 4.

penalties for breach of, 2.

power to make generally, 2, 4, 25.

and alter lies in stockholders primarily, 25.

may be conferred on directors, 25.

powers of company cannot be enlarged by, 20.

provisions of, regulating elections, 25, 55.

to regulate transfers of stock, 38, 39.

when provisions of, a contract between stockholders, 4.

Call of subscriptions, 41, 42, 87.

C.

assignment of unpaid, 43.

of stockholders' meeting by three stockholders, 72.

first meeting, 33.

Candidate for director not to be judge, clerk or inspector of election, 54.
Capital if withdrawn without notice, directors liable, 48.

not fully paid up, stockholders liable to creditors, 41.

to be paid in money, 73.

may be paid in property, 73.

may be paid in services, when, 76, 77.

when payment is made, certificate to be made, 43.
amount to be stated in certificate, 16, 20.

stock; see Stock, Increase, Decrease and Change.

Certificate of incorporation, amendment of, 44, 45, 46, 47, 120.

authentication, record and filing of, 22.
cannot be attacked collaterally, 18.
charter of company, 8.

contract, is a, 17.

corporation may not be subscriber to, 14.

errors in, how cured, 120.

evidence, certified copy is, 22.

existence, corporate, begins on filing, 23.

fees for filing, 116.

foreign corporation, of, must be filed, 104.

matters to be contained in, 15, 16, 17, 33, 35, 67,

68, 72.

may be amended, 44, 45, 120.

may create powers, 8, 16.

may grant power to carry on business in other
states, 15.

may confer power on directors to make by-
laws, 25.

[The numbers refer to pages.]

Certificate of incorporation, may provide for classification of directors, 25.
may provide for cumulative voting, 54.

may confer power to choose class of directors

on one class of stock, exclusively, 25.

may provide for classification of stock, 35.
may provide whether elections shall be by bal-
lot, 53.

may determine how many shares director must
own to qualify, 60.

may designate date of election, 62.

may limit right of stockholder to examine books,

71.

may determine manner of calling and conduct-
ing meetings, 33.

may determine number of shares entitling stock-
holder to one or more votes, 33.

may determine number of shares constituting
quorum at meetings, 33.

may provide that action requiring consent of
two-thirds of stock issued may be taken on
consent of two-thirds of stock represented at
meeting, 33.

must contain address of New Jersey office and
name of agent, 16, 67.

must be consistent with act, 16.

must be executed, recorded and filed, 13.

must be made by at least three persons, 13.

must contain names and post-office addresses of

incorporators, 16, 21.

must be proved or acknowledged, 22.

must be recorded in office of county clerk, 22.
must be filed in office of secretary of state, 22.

powers, is source of, 7, 8.

special act of legislature, is equivalent to, 8, 17.
to state amount of capital stock with which
company will begin business, 16.

such capital stock should not be all preferred
stock, 20.

of associations not for pecuniary profit, 153.

change of name, 45.

par value of shares, 45.

nature of business, 45.

location of principal office, 45, 47.

creation of preferred stock, 45.

decrease of capital, 45.

decrease of capital to be published, 48.

dissolution, 49.

[The numbers refer to pages.]

Certificate of extension of corporate existence, 45, 118.

business, 45.

increase of capital, 45.

payment of capital stock, 43, 44.

relinquishment of branch of business, 47.
surrender of corporate rights and franchises, 51.
Certificates of stock, to be signed by president and treasurer, 38.
shareholders entitled to, 38.

See also Shares; Stock.

Certificates, false, render officers making same liable for debts, 78.
filed must state address of N. J. office, 67.

name of N. J. agent, 67.

Certificate of authority to foreign corporation, 105.

designation of agent by foreign corporation, 104.

Chancellor may summarily investigate complaints touching elections, 63.
restrain officers from exercising duties of office pending
investigation, 63.

See also Receivers.

Chancery has jurisdiction of questions arising on dissolution, 79.
may appoint receiver of insolvent corporations, 84.
dissolved corporations, 79.

order books of corporation brought into state, 68, 70.
declare charter forfeited for failure, 68.

of insolvent corporation void, 90.

See also Receivers.

Change of location of office, 45, 47.

nature of company's business, 45.
name of corporation, 45.

par value of shares, 45.

Charter, company formed by, has powers given by this act, 5.

subject to alteration, suspension or repeal, 12.

power of legislature to alter, etc., limited to matters affecting the
public, 12.

power to forfeit for specified misfeasance may be conferred on

court, 12.

general act part of every, 5.

proceedings by attorney-general to forfeit, 11.

cannot be attacked collaterally, 18.

may be annulled by chancellor, 90.

may be forfeited for failure to bring books into state, 68.

void for failure to pay taxes, 132.

may be renewed, 135.

of foreign corporation to be filed here, 104.

See also Certificate of incorporation.

Chattel mortgages, how recorded, 145.

acknowledged or proved, 146.

statutory provisions affecting, 145, 146.

[The numbers refer to pages.]

Claims against insolvent corporations may be tried by jury, 93.

Classes of stock, 35.

Classification of directors, 25.

by terms, 25.

stock, 25.

Collateral security, transfer of stock for, 38.

voting on stock pledged as, 58.

Commencement of corporate existence, 23.

business, amount of capital, 16.

Common and preferred stock, may be issued, 35.

66

Common" and "general" stock are synonymous, 36.

Common seal, power to make and alter, 1.

Compensation of officers and agents, 1.

receivers, 98.

Compromise with creditors, corporation may, 2.

Comptroller to report to governor list of corporations in arrears for taxes,

133.

corporation inadvertently reported by, how mistake corrected,
135.

Condemnation of lands, not authorized under this act, 13.

shares authorized in certain cases, III.

Consolidation of corporations, 108-112.

[blocks in formation]

provisions of state, respecting corporations.

Construction companies may take bonds, stock, etc., for labor, 76.
Contracts corporate, how signed by officers, 31.

unauthorized, repudiation of, 30.

Conveyance of property, power to make, 1, 15.

after insolvency, void, 82.

Corporate existence begins on filing certificate, 23.

continuance of, 16, 78.

continued for winding up business, 78.

may be extended, 45, 118.

perpetual, unless limited in charter, 1.

funds; see Treasurer.

name, 18, 118.

business may be relinquished, 47.

rights and franchises may be surrendered, 51.

Creditors' remedy against stockholders for unpaid subscriptions, 41.

bill, 41.

limitation of time for proof of claim, 92.

claims to be on oath, 92.

Crimes Act, provisions of, affecting corporations, 147–149.

Criminal Procedure Act, provisions of, affecting corporations, 150-152.
Cumulative voting, 54.

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