3. And be it enacted, That all acts and parts of acts in- Repealer. consistent with the provisions of this act, be and the same are hereby repealed in so far as their operation may affect this act. 4. And be it enacted, That this act shall take effect immediately. Approved March 8, 1893. CHAPTER LXV. An Act to provide for the appointment of a collector of arrears of personal taxes in cities of the first class. class authorized officer to be collector of per 1. BE IT ENACTED by the Senate and General Assembly of Board of finances the State of New Jersey, That it shall and may be lawful in cities of first for the board having charge and control of the finances to appoint and the confirmation of the annual tax levy in any city known as "the of the first class in this state to appoint an officer to be sonal taxes. known as "the collector of arrears of personal taxes” for such city; each appointment shall be for the term of three years from the date thereof, and said officer shall receive for his services a salary to be fixed by such board, Salary. not to exceed the sum of fifteen hundred dollars per annum, payable monthly. collector. 2. And be enacted, That all warrants and other pro- Powers of such cesses for the collection of personal taxes in such city shall be directed to and executed by such collector, who shall have all the power in relation thereto now vested by law in any constable of the state of New Jersey. 3. And be it enacted, That this act shall take effect immediately. Approved March 8, 1893. Municipal authorities of cities of the first nate an addi tional official CHAPTER LXVI. An Act concerning the designation of official newspapers in cities of the first class in this state. 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That it shall be lawful for the class may desig- proper municipal authorities of any city of the first class in this state to designate as an official newspaper, in ad dition to the official newspapers authorized to be designated by the charter of such city, one daily newspaper which shall have been published in such city for a less period than one year. newspaper. Board of finance shall provide for payment of advertising or pub lishing done. Repealer. 2. And be it enacted, That should there be no appropriation or fund applicable for the payment of any advertising or publishing done by any such city in such paper so designated as an official newspaper hereunder, that then and in such case the board or other authority having the charge and control of the finances in any such city shall make provision therefor in such manner as they may deem proper, and if money is borrowed for such purpose the amount so borrowed shall be placed in the next tax levy of such city. 3. And be it enacted, That all acts and parts of acts inconsistent with the provisions of this act be and the same are hereby repealed. 4. And be it enacted, That this act shail take effect immediately. Approved March 8, 1893. CHAPTER LXVII. An Act to authorize corporations incorporated under the laws of this state to merge and consolidate their corporate franchises and other property. corporated merge and con 1. Be it enacted by the Senate and General Assembly of Corporations inthe State of New Jersey, That any two or more corpora under the laws tions organized or to be organized under any law or laws of of this state may this state for the purpose of carrying on any kind of busi- solidate. ness of the same or a similar nature, may merge or consolidate such corporations into a single corporation, which may be either one of said merging or consolidating corporations, or a new corporation to be formed by means. of such merger and consolidation. merger shall be 2. And be it enacted, That the said consolidation or How the conmerger shall be made under the conditions, provisions, solidation or restrictions, and with the powers hereafter mentioned made. and contained, that is to say: ceed corporatio s. I. The directors of the several corporations proposing Mode of proto merge or consolidate may enter into a joint agreement uuder the corporate seals of the respective corporations, solidation of for the merger or consolidation of said corporation, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation (if one shall be so formed or created), or of the consolidated corporation, as the case may be; the number, names and places of residence of the first directors and officers of such new or consolidated corporation (who shall hold their offices until their successors shall be chosen or appointed, either according to law or according to the by-laws of the said corporation;) the number of shares of the capital stock, either common or preferred, and the amount or par value of each share of such new or consolidated corporation; and the manner of converting the capital stock of each of said merging or consolidating corporations into the stock or obligations of such new or consolidated corporation, and in case of the Agreement shall Notice of the time, &c., of meeting. Votes of the holders of two creation of a new corporation, how and when the directors and officers shall be chosen or appointed; together with all such other provisions and details as such first mentioned directors shall deem necessary to perfect the merger or consolidation of said corporation. II. The said agreement shall be submitted to the stockthe stockholders, holders of each of said merging or consolidating corporations, separately, at a meeting thereof, to be called for the purpose of taking the same into consideration; and twenty days' notice of the time, place and object of such meeting shall be mailed to the last known postoffice address of each of such stockholders respectively; and, at the said meetings of stockholders the said agreement of such directors shall be considered, and a vote of the stockholders of each corporation by ballot shall be taken separately, for the adoption or rejection of the same, each share of stock entitling the holder thereof to one vote, thirds of all the and said ballots shall be cast in person or by proxy; and if the votes of the holders of two-thirds of all the capital stock of each of the said merging or consolidating corporations shall be for the adoption of said agreement, then that fact shall be certified thereon by the secretary of each of the respective corporations, under the seal there f, and the agreement, so adopted and so certified, shall be filed in the office of the secretary of state, and shall from thence be deemed and taken to be the agreement and act of merger or consolidation of the said corporations, and a copy of said agreement and act of merger or consolidation, duly certified by the secretary of state under the seal thereof, shall be evidence of the existence of such new or consolidated corporation. capital stock required. Agreement to be filed in office of secretary of state Corporations merging or con be taken to be one corporation. 3. And be it enacted, That upon the making and persolidating shall fecting the said agreement and act of merger or consolidation, as provided in the preceding section, and filing the same in the office of the secretary of state, as aforesaid, the several corporations, parties thereto, shall be deemed and taken to be one corporation, by the name provided in said agreement (in case a new corporation shall be created thereby), or by the name of the consolidated corporation into which said other contracting corporation or corporations shall be so merged or consolidated, as the case may be, and possessing all the rights, privileges, powers and franchises, as well of a public as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so merged or consolidated, except as altered by the provisions of this act. consolidating, as property, &c., tion shall be new or consoli 4. And be it enacted, That upon the consummation of Upon merging or said act of merger or consolidation, as aforesaid, all and aforesaid, all the singular, the rights, privileges, powers and franchises of rights, privileges, each of said corporations, parties to the same, and all of each corporaproperty, real, personal and mixed, and all debts due on vested in the whatever account, as well for stock subscriptions as all dated corporaother things in action or belonging to each of such cor- tion. porations, shall be deemed and taken without further act or deed to be transferred to and vested in the corporation into which such merger or consolidation shall have been made; and all property rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the said new or consolidated corporation as they were of the several and respective former corporations, parties to said agreement; and the title to any real estate, whether by deed or otherwise, under the laws of this state, vested in either of such corporations, shall not be deemed to revert or be in any way impaired by reason of this act; provided, however, that Proviso. all rights of creditors and all liens upon the property of either of said former corporations shall be preserved unimpaired, and the respective former corporations may be deemed to continue in existence, in order to preserve the same; and all debts, liabilities and duties of either of said former corporations shall thenceforth attach to said new or consolidated corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. dissenting or re stock of the new corporation may 5. And be it enacted, That where the corporation or Any stockholder corporations authorized to merge or consolidate by the fusing to convert first section of this act, shall have the right to exercise his stock into the any franchise, for public use, then if any stockholder of or consolidated any corporation hereby authorized to be merged or con- petition the court solidated with any other or others, not voting in favor of for the appointof common pleas such agreement, shall dissent there from and shall refuse ment of appraisor neglect to convert his or her stock into the stock of such new or consolidated corporation, or to dispose there ers. |