Power to increase or of directors. Certificate to be filed in depart ment of state. CHAPTER CCLIV. A supplement to a act entitled "An act concerning corporations" (Revision) approved April seventh, eighteen hundred and seventy-five. 1. BE IT ENACTED by the Senate and General Assembly of the decrease number State of New Jersey, That any company or association incorporated under any general law of this state or by special act of incorporation or otherwise shall have the power to increase or decrease the number of its directors by the assent in writing of stockholders representing two-thirds in value of the existing capital stock of said corporation, and a certificate signed by the president and secretary and under the corporate seal of the company, reciting that the assents of the said stockholders have been given, and also setting forth the number of directors as increased or decreased, shall be filed in the department of state, within ten days after the execution of said certificate, and a certified copy of said certificate by the secretary of state shall be taken and accepted as evidence of such increase or decrease of directors in any court of this state; provided, that in no case shall the number of directors in such company or association be decreased to less than three. Proviso. Capital stock may be paid in cash or in property. 2. And be it enacted, That subscriptions to the capital wholly or partly stock of any corporation organized or to be organized under the act to which this is a supplement, or any supplement thereto, may be paid wholly or partly in cash, or wholly or partly in property of the full value thereof, and the stock so issued shall be declared and be taken to be full-paid stock, and not liable to any further call, neither shall the holder thereof be liable for any further payments under any provisions of this act or the act to which this is a supplement. When corporation deemed to be dissolved, procedure therefor. 3. And be it enacted, That it shall be lawful for the incorporators, or a majority of them, of any corporation incorporated or that may hereafter be incorporated under the act to which this is a supplement, or any supplement thereto, to file in the department of state, a certificate stating that they have failed, and do not intend to perfect an organization of said corporation, and surrendering all the rights and franchises of said corporation, which certificate shall be sworn or affirmed to by the incorporators signing the same, and within ten days thereafter be filed in the department of state, and upon the filing of said certificate, the corporate powers of said corporation shall thereupon cease and the corporation therein named shall be deemed to be dissolved. dissolution issued be published. 4. And be it enacted, That the dissolution of a corpora- Certificate of tion as provided by the thirty-fourth section of the act to by secretary of which this is a supplement, shall not be considered com- state required to plete until an affidavit that the certificate of dissolution issued by the secretary of state has been duly published, as required by the act, shall have been filed in the department of state. stock" and "common stock.' 5. And be it enacted, That whenever in the act to which Meaning of this is a supplement, or any supplement thereto, the terms general terms "general stock common stock" occur, they and " shall be considered as synonymous; that either may be used, and they shall be construed interchangeably, and as both meaning ordinary unpreferred stock. original certifi 6. And be it enacted, That it shall be lawful for any cor- Lawful to amend poration organized or that may be organized under any cate of incorgeneral law of this state, with the assent of a majority in poration. interest of its stockholders, at a special meeting to be called for that purpose, to amend its original certificate of incorporation by a certificate which shall be duly signed by its president and attested by its secretary, under its corporate seal, and in all respects executed in the same manner as its original certificate of incorporation, which amended certificate shall be recorded in the office of the clerk of the county wherein the original certificate was recorded and filed in the department of filed. state; and thereupon such amended certificate shall take the place of the original certificate of incorporation, and shall be deemed to have been recorded and filed on the date of the recording and filing of the original certificate; Proviso. provided, that nothing herein contained shall permit the insertion of any matter not in conformity with the law uu Amended certificate shall be recorded and Proviso. Section to be amended. Lawful for corporations to name. der which such company was organized, and that nothing herein contained shall affect any suit or proceeding at the time of the filing of such amended certificate, pending by or against the said corporation, or impairing any rights of action accrued by or against its stockholders, corporators or directors; and provided further, that the total authorized capital stock of any such corporation shall not be increased or decreased in the amended certificate herein provided for. 7. And be it enacted, That section one of an act entitled "A supplement to an act entitled 'An act concerning corporations,' approved April seventh, eighteen hundred and seventy-five," which supplement was approved February twenty-first, eighteen hundred and seventy-seven, be amended so as to read as follows: 1. BE IT ENACTED by the Senate and General Assembly of change corporate the State of New Jersey, That 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 change its corporate name by a two-thirds vote of the board of directors or managers of such corporation, who shall be present at a regular or special meeting called for that purpose; provided, that the corporation cause to be made and filed a certificate in writing, in manner hereinafter mentioned; such certificate in writing shall set forth: Proviso. Proceedings I. The name of such corporation in use immediately upon changing preceding the vote and making and filing the said cer name corporation. tificate; II. The name assumed to designate such corporation and to be used in its business and dealings in the place and stead of that referred to in the last preceding paragraph, and which said certificate shall be signed by the board of directors, or a majority of said board, and recorded, in pursuance of the act to which this is a supplement in the office of the clerk of the county where the principal office or place of business of such corporation in this state shall be established; and after being so recorded shall be filed in the office of the secretary of state; and to which certificate shall be affixed the 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 of present at a regular or special meeting of said board called for that purpose. amended. 8. And be it enacted, That the thirtieth section of the Section to be act to which this is a supplement be and the same is hereby amended so as to read as follows: filed after pay amount of 30. And be it enacted, That the president and the secre- Certificate to be tary or treasurer of such company, after the payment of ment of total the last installment of the total amount of capital stock as capital stock. authorized by its certificate of incorporation shall make a certificate stating the amount of the capital so authorized and paid in, which certificate shall be signed and sworn to or affirmed by the president and secretary or treasurer; and they shall within ten days thereafter cause the same to be filed in the department of state. amended. 9. And be it enacted, That the thirty-first section of the Section to be to which this is a supplement be and the same is hereby amended to read as follows: increase of 31. And be it enacted, That if any of the said companies Certificate of shall increase their capital stock as provided by this act capital stock to or any supplement thereto the officers mentioned in the be filed. preceding section, after the payment of the last installment of such additional stock, shall make a certificate of the amount so added and paid in and sign and swear to or affirm the same, and cause it to be filed in the manner provided in the preceding section. amended. 10. And be it enacted, That section thirty-three of the Section to be act to which this is a supplement be amended so as to read as follows: change of nature filed. 33. And be it enacted, That every such company may, Certificate of by a vote of two-thirds in interest of the stockholders, in of busine-s to be person or by proxy, at any meeting called for that purpose, change the nature of its business; and in such case a certificate of the proceedings, signed by the president and secretary under the corporate seal of the company, reciting that the assets of the said stockholders have been given, and also the change of the nature of its business. shall be filed in the department of state within ten days. after the the meeting of the stockholders as aforesaid, and a certified copy of said certificate by the secretary of state Section to be repealed. Fees to be paid on filing any certificate. shall be taken and accepted as evidence in any court of this state. 11. And be it enacted, That section twenty-four of the act entitled "An act concerning corporations" (Revision), approved April seventh, eighteen hundred and seventyfive, be and and the same is hereby repealed. in 12. And be it enacted, That on filing any certificate or other paper, relative to corporations, in the department of state, the following fees and taxes shall be paid to the secretary of state, for the use of the state: for certificates of organization, one-fifth of a dollar (twenty cents) per one thousand dollars of the total amount of capital authorized, but in no case less than twenty-five dollars; crease of capital stock, one-fifth of a dollar (twenty cents) per one thousand dollars of the total amount authorized, but in no case less than twenty dollars; consolidation and merger of companies, one-fifth of a dollar (twenty cents) per one thousand dollars of capital authorized, beyond the total authorized capital of the companies merged or consolidated: provided, that the minimum fee shall be twenty dollars; extension or renewal of corporate existence of any corporation, the same as required for the original certificate of organization by this act; dissolution of corporation; change of name; change of nature of business; increase or decrease of number of directors; amended or supplemental certificates of organization other than those authorizing increase of capital stock; decrease of capital stock; increase or decrease of par Fee for all certifi- value or of number of shares, twenty dollars; for filing list of officers and directors, one dollar; and for all certificates not hereby provided for, five dollars. Proviso. cates not hereby provided for. Repealer 13. And be it enacted, That all acts and parts of acts inconsistent with this act be and the same are hereby repealed, and that this act shall take effect immediately. Approved March 21, 1893. |