Penalty for failure to make report. Place of meet ing to be in New Jersey, except ter designates another place. Must have an office in New Jersey and keep fer books there. hours; and it shall further be his duty during the month of April next, to cause a notice of the requirements of this act, to be published three times in each of the newspapers of this state authorized to publish the laws; and every such corporation which shall not, within ten days of the time herein fixed, comply with the provisions of this act, shall forfeit the sum of two hundred dollars; the one-half thereof to the use of the state of New Jersey, and the other moiety to him that shall sue for the same, to be recovered by action of debt in any court of record, together with costs of suit. (See Secs. 128 and 200.) IV. Management and liability of directors, &c. 50. In all cases where it is not otherwise provided by where the char- law the meeting of the stockholders of all corporations of this state shall be held at the principal office or place of business of the company in this state; the directors may hold their meetings, and have an office and keep the books of the company (except the stock and transfer books) outside of this state if the by-laws of the company so provide; provided, however, that said company shall stock and trans always maintain a principal office or place of business in this state, and have an agent of the company in charge thereof, wherein shall be kept the stock and transfer books of the company for the inspection of all who are authorized to see the same, and for the transfer of the stock; and provided further, that the chancellor or the this state under supreme court, or any justice thereof, may, upon proper cause shown, summarily order any or all of the books of said company to be forthwith brought within this state and kept therein at such place as may be designated for such time as such chancellor, court or judge may deem proper, and upon failure of any company to comply with such order its charter may be declared forfeited by the chancellor or said court, and it shall therefrom cease to be a corporation, and all the directors and officers of said Courts may order books brought within penalty of forfeiture. company shall be liable to be punished as for contempt of court for disobedience to such order. Calling of meet holders. 51. Whenever, for want of sufficient by-laws for the ings by stockpurpose, or of officers duly authorized, or from the improper neglect or refusal of such officers, or from other legal impediment, a legal meeting of any kind of the stockholders of any corporation cannot be otherwise called, three or more stockholders thereof may call a meeting of the company by giving ten days' notice in a newspaper circulating in the county wherein the business is conducted, or where their principal place of business or office in this state is located; and such meeting so called shall be a legal meeting of the company; and if there be no officers of the company present, whose duty it is to preside at meetings, the stockholders present may elect officers for the meeting; and it shall be the duty of the secretary of the company to record the proceedings of such meeting in the book of minutes of the company. 52. All manufacturing corporations within this state corporations to shall, on the first day of August in each and every year, dividends. unless some other specific day for that purpose be fixed in their charter or by-laws, and in that case then on the day so fixed, after reserving over and above their capital stock paid in, as a working capital for said corporation, a sum to be specified by their board of directors, and not exceeding the amount of one-half of the capital stock paid or secured to be paid, declare a dividend of the whole of their accumulated profits exceeding the amount so reserved as a working capital, and pass the share or dividend of each stockholder of such profits to the credit of their respective stockholders, and pay the same to such stockholders on demand. (See Sec. 7.) Manufacturing declare annual Liability for rebefore debts are 53. If any part of the capital stock of any such com-funded capital pany shall be withdrawn and refunded to the stockholders paid. before the payment of all the debts of the company contracted previously to the recording and publishing of a copy of a vote for that purpose, as prescribed in the Payment of capital to be in money, and no holders. thirty-third section hereof, the president and directors of the company shall be jointly and severally liable for the payment of the said last mentioned debts; and the stockholders shall also be liable for any such sums of money as they may respectively receive of the amount so withdrawn. (See Secs. 7 and 33.) 54. Nothing but money shall be considered as payment loans to stock of any part of the capital stock of any company organized under this act, except as hereinafter provided for the purchase of property; and no loan of money shall be made to a stockholder or officer therein; and if any such loan shall be made to a stockholder or officer of the company, the officers who shall make it, or who shall assent thereto, shall be jointly and severally liable, to the extent of such loan and interest, for all the debts of the company contracted before the repayment of the sum so loaned. As amended. Stock may be issued for property purchased. Or stock of other companies necessary for *55. That the directors of any company incorporated under this act may purchase mines, manufactories or other property necessary for their business [or the stock of any company or companies owning, mining, manufacturing or producing materials, or other property necessary for their business] and issue stock to the amount of the value thereof in payment therefor, and the stock so issued shall be declared and be taken to be their business, full-paid stock and not liable to any further call, neither shall the holder thereof be liable for any further payments under any of the provisions of this act; and said stock shall have legibly stamped upon the face thereof "issued for property purchased," and in all statements and reports of the company to be published, this stock shall not be stated or reported as being issued for cash paid into the company, but shall be reported in this respect according to the fact. (See Sec. 216.) False certificate and penalty. 56. If any certificate made, or any public notice given by the officers of any company, in pursuance of the provisions of this act, shall be false in any material repre *NOTE.-The amendment added the words within brackets. sentation, all the officers who shall have signed the same shall be jointly and severally liable for all the debts of the company contracted while they were stockholders or officers thereof. V. Remedies. 1. AGAINST THE CORPORATION. Directors to be trustees on dis 57. Upon the dissolution in any manner of any corporation already created or which may hereafter be solution. created by or under any law of this state, the president and directors, or the managers of the affairs of the said corporation at the time of its dissolution, by whatever name they may be known in law, shall be trustees of such corporation, with full power to settle the affairs, collect the outstanding debts and divide the moneys and other property among the stockholders, after paying the debts due and owing by such corporation, at the time of its dissolution, as far as such moneys and property shall enable them. bilities of such trustees. 58. The persons constituted trustees as aforesaid, shall Powers and lia have authority to sue for and recover the aforesaid debts and property, by the name of the trustees of such corporation, describing it by its corporate name, and shall be suable by the same name, or in their own names or individual capacities, for the debts owing by such corporation at the time of its dissolution, and shall be jointly and severally responsible for such debts, to the amount of the moneys and property of such corporation at the time of its dissolution, and which shall come to their hands or possession. corporate existance for settling 59. All such corporations whether they expire by their Continute cof own limitation, or shall be annulled by the legislature up business. or otherwise dissolved, shall nevertheless be continued bodies corporate for the purpose of prosecuting and defending suits by or against them, and of enabling Appointment of receiver to wind up the company on petition. Jurisdiction of chancellor. Duties of receivers. them gradually to settle and close their concerns, to dispose of and convey their property, and to divide their capital stock, but not for the purpose of continuing the business for which such corporation may be established. 60. When any corporation shall be dissolved in any manner whatever, the chancellor, on application of any creditor or stockholder of such corporation at any time, may either continue such directors trustees as aforesaid, or appoint one or more persons to be receivers of and for such corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the company, with power to prosecute and defend, in the name of the corporation or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by such corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation; and the powers of such trustees or receivers may be continued as long as the chancellor shall think necessary for the purposes aforesaid. (See Sec. 194.) 61. The chancellor shall have jurisdiction of said application and of all questions arising in the proceedings thereon, and may make such orders, injunctious and decrees therein as justice and equity shall require. 62. The said trustees or receivers shall pay all debts due from the corporation, if the funds in their hands shall be sufficient therefor, and if not, they shall distribute the same ratably among all the creditors who shall prove their debts in the manner that shall be directed by an order or decree of the court for that purpose; and if there shall be any balance remaining after the payment of said debts and necessary expenses, they shall distribute and pay the same to and among those who shall be justly entitled thereto, as having been stockholders of the corporation, or their legal representatives. |