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wholly discontinue and cease from banking operations until such bills or notes are fully paid; provided, that the provis. Proviso. ions of the act entitled "An act to suspend the penalties of the non-redemption in specie of bank notes," approved March twenty-fourth, eighteen hundred and sixty-two, and the supplement thereto, approved March sixth, eighteen hundred and sixty-three, be and continue in force, in relation to the bank incorporated and chartered by this act.

insolvency.

13. And be it enacted, That if the said corporation hereaf. In case of ter become insolvent the whole assets of said corporation at the time of its becoming insolvent shall be first liable for its bills and notes then in circulation, and shall be first applied for the payment thereof; and in case of a distribution of the assets among the creditors of said corporation under the order or decree of the court of chancery; the holders of such bills and notes shall be equal in priority, and shall have a preference over all other creditors except bona fide judgment or mortgage creditors.

Ia case of

what direc

14. And be it enacted, That in case of the insolvency of said corporation the directors thereof shall be jointly and sev insolven erally liable for all the bills or notes of said corpora- tors liabe tion which may be in circulation at the time of its for. becoming insolvent, and may be jointly or severally prosecuted, at law or in equity by any receiver or receivers that shall or may be appointed for the payment of such bills or notes, as if the same were their joint or several bills or notes, and executed by them in their individual capacity; and it shall not be lawful for any director of said corporation to resign his office to avoid such liability; and in case any director shall thus attempt, he shall be and continue liable the same as if such resignation had not been attempted; and such liability of directors shall continue after they cease to be directors, either by resignation or otherwise, it the said corporation was insolvent when they ceased to be directors; and it shall not be lawful for any director to assign or transfer his stock to avoid his said liability; and in case of the payment of any such bills or notes by any of said directors, the other directors who may be liable shall account in the same way as other joint debtors are accountable to each other; provided, that no suit shall be prosecut- Proviso. ed against the said directors by such receiver or receivers, except for the deficiency as may remain after the assets of said corporation have been duly appropriated to the pay

When as

insufficient,

ment of said bills or notes, except in case of fraud committed by said directors.

15. And be it enacted, That if the assets of said corporasets prove, tion, and the property of said directors shall prove insuffi. who liable. cient to redeem the whole of said bills or notes, then the amount that shall or may be realized from said assets and property, shall be distributed ratably among the holders of said bills or notes; and the stockholders of said corporation at the time of its becoming insolvent, other than said directors, shall be jointly and severally liable to any receiver or receivers that shall or may be appointed as aforesaid to an amount sufficient to redeem said bills after the assets of said corporation and the property of said directors shall have been distributed as aforesaid; provided, that no stockholder other than said directors shall be made liable to an amount exceeding the par value of the stock held by him or her at the time said corporation becomes insolvent; and if that amount shall not be required for the full redemption of said bills and notes, the said stockholders shall be lia ble in ratio of the stock so held by them; and it shall not be lawful for any such stockholder to assign or otherwise transfer his stock or other property to avoid such liability.

Proviso.

In case suit

brought by receiver.

16. And be it enacted, That in case of any action or suit at law against any director or directors of said corporation by any receiver or receivers thereof, the said receiver or receivers may declare generally for money had and received; Proviso. provided, that a schedule shall be annexed to said declaration setting forth that the said action or suit is under and by virtue of the provisions of this act, specifying the aggregate amount claimed, the names of the president and cashier subscribed to the bills or notes declared on, and the number and denominations thereof.

Bills or notes is

exceed double amount capital stock.

17. And be it enacted, That the bills or notes issued by sued not to said corporation shall not at any time exceed double the amount of its capital stock paid in; and if the president or cashier shall knowingly or willfully issue or cause or suffer to be issued, bills or notes of said corporation exceeding double the amount of its capital stock actually paid in, such president or cashier shall be deemed guilty of a misdemean or, and on conviction thereof shall be punished by impris onment not less than one one year nor more than five years in the discretion of the court.

where to

18. And be it enacted, That it shall be the duty of said when and corporation on the first Monday in the months of December, publish March, June and September. in each and every year after statement. commencing the business of banking, to publish in one or more of the newspapers published in the city of Passaic, a statement under oath or affiirmation of the actual condition of said corporation, conforming as nearly as may be with the annual statement now required by law; and shall within ten days after making such statement forward a duplicate thereof to the secretary of state to be by him filed in his office; and if any president, cashier, or director shall knowingly and wilfully and falsely swear or affirm to any such statement, he shall be deemed guilty of perjury and be liable to the pains and penalties therefor.

19. And be it enacted, That a majority in interest of the Majority of stockholders shall be residents of this state.

stockholders to be

state.

force twen

20. And be it enacted, That this act shall be deemed and residents of taken to be a public act, and shall go into effect immedi- Act to conately, and continue in force for twenty years; but it shall be tinue in lawful for the legislature at any time hereafter to alter, mod- ty years. ify, or repeal the same whenever in their opinion the public good shall require it.

Approved March 16, 1874.

CHAPTER CCXVI.

A supplement to the act entitled "An act to incorporate the
Eatontown and Seashore Turnpike Company," approved
February ninth, eighteen hundred and sixty-five.

empowered

sell portion

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That the directors of the Eatontown Directors and Seashore Turnpike Company, and Middletown and Key- to lease or port Turnpike Company, are hereby directed and empowered of turnpike. to lease or sell a part or the whole of said turnpike road, at such time and upon such terms as the stockholders may direct at any meeting called for such purpose.

2. And be it enacted, That this act shall take effect imme

diately.

Passed March 17, 1874.

CHAPTER CCXVII.

An act to incorporate the Sea Shore Land Company.

Names of 1. BE IT ENACTED by the Senate and General Assembly of the corporators State of New Jersey, That John Torrey, Jr., Francis Corlies,

name.

Thomas W. Cooper, Charles H. Valentine, Richard O'Donnell, William A. Westcott, and Joseph H. Cooper, and such other persons as they may hereafter associate with them, be and they hereby are constituted and declared to be a body corporate and politic, in fact and in law, by the name of the Corporate Sea Shore Land Company, and in that name shall have a corporate seal, shall sue and be sued, and shall have power to purchase, hold, improve, lease, rent and sell real and personal estate or any interest therein, and to open books of subscription at such time and place in the counties of Essex or Monmouth as they may select; and until other directors are chosen, the said seven corporators herein above mentioned shall be the first directors, with power to make by-laws and transact such other business as may be consistent with this

Capital stock.

act.

2. And be it enacted, That the capital stock of said company shall consist of five hundred shares of one hundred dollars each, with liberty to increase the same from time to time to an amount not exceeding five thousand shares, which shares shall be deemed personal property, and be transferable in such manner as the company may by their by-laws direct; and as soon as five hundred shares are subscribed, and twenty per centum thereon shall be paid in to said corporators or a majority of them, or secured to be paid, it shall and may be lawful for the said corporation to proceed to carry into effect the objects of this act; and it shall be lawful for the directors of said corporation to call and demand from the stockholders thereof respectively such installments,

at such times and in such proportions as they may deem proper, not exceeding twenty dollars on each share at any one time, notice of which shall be given at least thirty days before such installments are required to be paid; and it shall be lawful for said company to issue certificates of stock, in whole or in part, for any real or personal estate purchased by said company; and in case of failure by any stockholder to pay his or her installment or installments, as the case may be, at the time and place appointed for the payment thereof, or within thirty days threafter, such stockholder shall, if the company shall so direct, incur forfeiture of his or her share or shares, and of all previous payments thereon for the use of the company.

of company

managed.

3. And be it enacted, That the property and affairs of the property said company shall be managed by a board of seven direc. and affairs tors, shareholders in said company, three of whom shall be by whom residents of this state, who shall be chosen annually at such place in the state of New Jersey, and at such times and in such manner and upon such notice as the by-[aws of said company shall direct, each share of the capital stock entitling the holder to one vote either in person or by proxy, said directors to hold office until others are elected in their place; a majority of said directors shall constitute a quorum competent to transact all business; said directors shall choose one of their number to be president, and may appoint such other officers and agents as they may deem expedient..

and direc

ed with cer

4. And be it enacted, That the president and directors of President said company be, and they are hereby authorized and in- tors investvested with all the rights and powers necessary and expedi- tain rights ent to purchase, hold, use, and improve, rent, lease, sell, and powers and dispose of real or personal estate, or any interest therein in the state of New Jersey, to survey such real estate as they may purchase, to lay it out in such lots, to lay out and establish or locate thereon such streets or lines of division, and to sell it in such lots, and at such prices as shall to said company seem best calculated to improve and build up said. property or properties, and to transact all business connected with the carrying out the object of said corporation.

struments,

5. And be it enacted, That any conveyance, deed, lease, certain inagreement or other instrument signed by the president and when bindtreasurer of said company, and duly sealed and acknowledged ing on according to the laws of New Jersey, shall have full force

company.

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