Bancroft-Whitney Co. \ 
 
 PUBLISHERS 
 
 AND SELL 
 
 ERS OF 
 
 LAW BOOKS , 
 
 6*N FBANCISCO ,/ 
 
 
 THE LIBRARY 
 
 OF 
 
 THE UNIVERSITY 
 
 OF CALIFORNIA 
 
 LOS ANGELES 
 
 SCHOOL OF LAW
 
 THE 
 
 STATUTE AND CASE LAW 
 
 of the State of New Jersey 
 
 RELATING TO 
 
 BUSINESS COMPANIES 
 
 UNDER AN ACT CONCERNING CORPORATIONS (REVISION OF 1896) AND 
 
 THE VARIOUS ACTS AMENDATORY THEREOF AND 
 
 SUPPLEMENTAL THERETO 
 
 WITH 
 
 ANNOTATIONS AND FORMS 
 
 BY 
 
 JA/VIES B. DILL 
 
 Judge of the Court of Errors and Appeals 
 of New Jersey 
 
 EDITION OF 19 10 
 
 Press of 
 SiNNiCKSON Chew & Sons Company, 
 Camden, N. J. : 
 1910
 
 ^ K^?^-^/zZi9n Jan. 3, 1910. 
 
 I, S. D. Dickinson, Secretary of State, do hereby certify 
 that the copies of the laws contained in this volume are correct 
 transcripts of the text of the original laws, and that the said 
 laws are printed and published by the direction and under the 
 authority of the State of New Jersey. 
 
 J»X 
 
 NAyM' 
 
 -^A^S-» 
 
 Secretary of State. 
 
 \9I0 
 
 COPYRIGHT, 1910, BY JAMKS 15. DILL.
 
 CONTENTS. 
 
 Page 
 
 Table of cases ^ 
 
 General Acts for Specific Corporations y-^'i^ 
 
 An Act Concerning Corporations I 
 
 Supplemental and Miscellaneous Acts I34 
 
 Levy of Execution on Shares of Stock I43 
 
 Annual State Franchise Tax I47 
 
 Crimes '"^ 
 
 Forms and Precedents ' 163 
 
 Appendix — Schedule of Fees and Taxes 213 
 
 Index to Precedents 215 
 
 General Index 217 
 
 AN ACT CONCERNING CORPORATIONS. 
 (Revision of 1896.) 
 
 I. — Powers. 
 
 1. Powers of corporation in general ; to have succession ; to sue, etc. ; com- 
 
 mon seal; hold real estate; also realty taken for debt; to mortgage 
 real and personal property, together with its franchises; appoint 
 officers and agents; make by-laws; wind up and dissolve. 
 
 2. Powers additional ; tdtra vires. 
 
 3. Banking powers prohibited. 
 
 4. Charters subject to repeal. 
 
 4a. *Notice of intention to repeal. 
 
 5. This act may be amended or repealed. 
 
 II.— Formation, Constitution, Alteration, Dissolution. 
 
 6. Purposes for which corporations may be formed. 
 
 7. Any corporation of this state may conduct business in other states. 
 
 8. Certificate of incorporation and matters to be contained therein. 
 
 9. Authentication and record of certificate; copy evidence. 
 10. Corporate existence begins on filing certificate. 
 
 *For convenience of reference, certain supplementary acts have been given arbitrary 
 section numbers and inserted at appropriate places in the body of the "Act Concerning: Cor- 
 porations." Arbitrary section numbers have in like manner been given to certain miscel- 
 laneous acts. 
 
 G'yoGgo
 
 IV CONTENTS. 
 
 loa. *Certificates and other corporate papers to be recorded 
 
 11. Power to make and alter by-laws; construction. 
 
 12. Business of corporation to be managed by directors; how chosen; 
 
 tenure; classification; residence; powers of; executive committee. 
 
 13. Officers; powers and duties of; de facto; contracts signed by; 
 
 removal. 
 
 14. Other ofiicers, agents and factors. 
 
 15. Filling of vacancies among officers and directors. 
 
 16. First meeting of corporation. 
 
 17. Absent stockholders may vote by proxy ; voting ; quorum ; notice of 
 
 meetings. 
 
 18. Stock ; two or more classes may be created ; rights of stockholders. 
 iSci. *Conversion of preferred stock into bonds ; issue of bonds convertible 
 
 into stock. 
 
 19. Stock certificate. 
 
 20. Shares personal property ; situs ; transfer ; fraud in sales, attachment. 
 
 21. Stockholders liable until subscriptions are fully paid; bonus stock. 
 
 22. Directors may make assessments until shares are fully paid up. 
 
 23. Shares of delinc[uent owner to be sold. 
 
 24. Treasurer to give notice of sale. 
 
 25. Certificate upon payment of capital. 
 
 26. Liability of officers neglecting to comply with preceding section. 
 
 26a. *Incorporators may amend certificate of incorporation before payment 
 of capital. 
 
 27. Amendments and changes after organization; increase of stock; rights 
 
 of stockholders. 
 
 28. Amendments by corporations under other acts. 
 
 28a. *Change of location of office by resolution of directors. 
 
 29. Decrease of capital stock, how effected. 
 
 30. Dividends to be made only from surplus profits. 
 
 31. Voluntary dissolution; proceedings. 
 
 32. Incorporators maj' dissolve corporation. 
 
 III.— Elections— Stockholders' Meetings. 
 
 33. Stock and transfer books must be kept in registered office ; annual list 
 
 of stockholders. 
 
 34. Directors ; election of, etc. 
 
 35. Candidate for office of director not to be inspector of election. 
 35a. *Cumulative voting. 
 
 36. Regulations as to voting; proxy: voting pools or trusts; qualification 
 
 of stockholders. 
 
 37. Voting powers of executors or trustees ; hypothecated stock. 
 
 38. Shares of stock of a corporation belonging to the corporation shall 
 
 not be voted upon directly or indirectly. 
 
 39. Directors shall be stockholders. 
 
 •See footnote, p. iii.
 
 CONTENTS. V 
 
 40. Stock books to determine who may vote; inspectors of election. 
 
 41. Election not held on designated day may be held thereafter. 
 
 42. Supreme Court may summarily investigate complaints touching elec- 
 
 tions. 
 42a. ■■"Chancellor may summarily investigate complaints touching elections. 
 
 43. Annual report of officers and directors to be filed; what to contain. 
 43a. *Every certificate and report must give address of New Jersey office 
 
 and name of agent. 
 42b. *Certificates recorded or filed must be in English language. 
 
 44. Stockholders' meetings must be held at registered office in New Jersey; 
 
 directors may meet out of state ; corporations must maintain a New 
 Jersey office; registered agent in charge; stock and transfer books; 
 inspection of books; entries as evidence. 
 
 45. Name of corporation to be displayed at entrance of principal office in 
 
 New Jersey. 
 
 46. Call of meeting by three stockholders when legal meeting cannot be 
 
 otherwise called. 
 
 IV.— Dividends -Payment of Capital Stock. 
 
 47. Directors to declare dividends, etc. 
 
 48. Capital stock to be paid in money; loans to stockholders forbidden. 
 
 49. Stock issued for property purchased; judgment of directors; sales by 
 
 promoters ; actions against. 
 49a. *Corporation may not plead usury. 
 
 50. Certain corporations may take stock and bonds in other corporations 
 
 in payment for labor and materials. 
 
 51. Any corporation may hold stock and bonds of other corporations. 
 
 52. False certificate; penalty for making. 
 
 v.— Winding Up. 
 
 53. Corporate existence continues. 
 
 54. Directors trustees on dissolution. 
 
 55. Powers and liabilities of such trustees. 
 
 56. Court of chancery may continue directors as trustees or appoint re- 
 
 ceivers of dissolved corporation. 
 
 57. Jurisdiction of court of chancery. 
 
 58. Disposition of proceeds by trustees or receivers. 
 
 59. Actions not to abate on dissolution. 
 
 60. Copy of decree of dissolution to be filed in office of secretary of state. 
 
 VI.— Execution Against Corporation. 
 
 61. On execution schedule of property to be furnished to officer. 
 
 62. Execution may be satisfied by debts due the corporation. 
 •See footnote, p. iii.
 
 VI CONTENTS. 
 
 VII. — Insolvency. 
 
 63. Directors must call meeting of stockholders when corporation becomes 
 
 insolvent. 
 
 64. Conveyance or assignment of property, etc., after insolvency, or in con- 
 
 templation of insolvency, void as against creditors. 
 
 65. Remedy in chancery by injunction and appointment of receiver in case 
 
 of insolvency; nature of proceedings; where brought; effect of ap- 
 pointment; powers of receivers; receivers of foreign corporations. 
 
 66. Court may appoint receivers ; powers of receivers. 
 
 67. Receiver to qualify and take oath. 
 
 68. Propert}% franchises, etc., of insolvent corporation vest in receiver 
 
 upon appointment. 
 
 69. When debts paid or provided for, court may direct receiver to recon- 
 
 vey property, or may dissolve corporation. 
 
 70. Upon reorganization company may issue bonds and stock to creditors. 
 
 71. Power of receiver to examine witnesses, etc. 
 
 72. Power to search, etc. 
 
 '/2,. Acts of majority of receivers or trustees valid; receivers may be re- 
 moved and others appointed. 
 
 74. Inventory and report. 
 
 75. Court may limit time to present and make proof of claims. 
 
 76. Claims to be upon oath. 
 
 J7. Trial by jury allowed at the circuit. 
 
 78. Persons aggrieved by proceedings may appeal to court of chancery. 
 
 79. Upon application receiver to be substituted as plaintiff in suits pend- 
 
 ing at time of appointment. 
 
 80. Actions not to abate by death of receiver. 
 
 8t. Court may order receiver to sell incumbered property in litigation free 
 of liens. 
 
 82. Receiver of railroad, public work, etc., may sell or lease principal work, 
 
 franchise, etc. 
 
 83. Laborers and workmen to have first lien on assets. 
 
 84. Such lien to be prior to all other liens ; exception. 
 
 85. Compensation of receivers. 
 
 86. Distribution of assets ; how made. 
 
 VIII. — Service of Process. 
 
 87. Process against corporations of this state. 
 87a. *Service of declaration on corporation. 
 87&. *Service upon an agent. 
 
 87^. ^Service of summons of district court. 
 
 88. Process against foreign corporations. 
 
 89. When defendant in court. 
 
 .yO. Proceedings when summons not served ; order for publication. 
 91. Action a lien on land. 
 
 •See footnote, p. iii.
 
 CONTENTS. Vll 
 
 IX. — Remedies Against OflBcers and Stockholders 
 
 92. Action for liability imposed by act ; remedy in chancery. 
 
 93. Stockholders, etc., who pay company's debts may recover. 
 
 94. Property of directors, etc., not to be sold for company's debt until 
 
 remedy against the company has been exhausted. 
 
 X. — Foreign Corporations. 
 
 95. Foreign corporation may hold and convey lands, etc. 
 
 95a. ^Foreign corporations may acquire, own and dispose of real estate in 
 New Jersey ; exception. 
 
 96. Foreign corporations subject to this act. 
 
 9;. To file copy of charter, statement, etc., before commencing business. 
 98. Cannot maintain action until certificate of secretary of state is ob- 
 tained. 
 9Q. On death of agent another to be appointed; penalty for failure. 
 TOO. Unlawful to transact business until authority is obtained, 
 looa. ^Attachment against foreign corporation. 
 
 loi. To pay same taxes, etc., required of New Jersey corporations in other 
 states. 
 
 102. Service of prerogative writ against foreign corporation. 
 
 103. How writs may be enforced upon failure to make return, etc. 
 
 XI.— Merger of Corporations. 
 
 104. Corporations of this state may merge and consolidate. 
 
 105. How consolidation or merger shall be made. 
 
 106. Corporations merged or consolidated shall be one corporation. 
 
 107. Upon merging or consolidating, rights, etc., to be vested in new cor- 
 
 poration. 
 
 108. Dissenting stockholder may petition court for appointment of ap- 
 
 praisers. 
 108a. *Dissenting stockholder may have stock appraised. 
 
 109. Consolidated corporation authorized to issue bonds and mortgage prop- 
 
 erty. 
 
 XII.— Taxation. 
 
 no. Real and personal property; how taxed. 
 
 iiort. ^Corporations entitled to same tax exemptions as natural persons; 
 mortgages exempt. 
 
 XIII.— Lost Certificates of Stock. 
 
 111. New certificates of stock may be issued for certificates lost or de- 
 
 stroyed. 
 
 112. Proceedings in case of refusal to issue new certificate of stock. 
 
 113. Court may proceed in summary manner. 
 *See footnote, p iii.
 
 Vlll CONTENTS. 
 
 XIV.— Fees on Filing Certificates; Sundry Provisions. 
 
 114. Fees on filing certificates. 
 
 115. Surviving incorporators may designate others for organization. 
 
 116. Mutual association may create capital stock. 
 
 117. Secretary of state to compile and publish list of corporations. 
 iiS. Repealer; vested rights not impaired. 
 
 119. Corporations may extend corporate existence. 
 
 iiga. ^Extension, renewal and continuance of corporate existence. 
 
 SUPPLEMENTAL AND MISCELLANEOUS ACTS. 
 
 130.* Certain words not to be part of name of corporation. 
 
 131. Liabilities created by statutes of other states not to be enforced in 
 
 this state. 
 
 132. Certain corporations required to pay employes' wages at least every 
 
 two weeks. 
 
 133. Corporation may lease its property and franchises to another corpora- 
 
 tion. 
 
 134. Errors and omissions in certificate of incorporation cured by amend- 
 
 ment. 
 
 135. State taxes must be paid before dissolution. 
 
 136. Purchasers of property and franchises of certain corporations sold 
 
 by order of court may become a new corporation. 
 
 137. Corporate existence admitted in judicial proceedings. 
 
 138. Dissolution of educational institutions. 
 
 LEVY OF EXECUTION ON SHARES OF STOCK. 
 
 140.* Shares of stock may be taken and sold on execution. 
 
 141. Officer having custody of books to give certificate to sheriff. 
 
 142. Proceedings when such officer is a non-resident. Notice of levy. 
 
 143. Non-resident officer to return statement and certificate, etc. Penalty 
 
 for failure, etc. 
 
 ANNUAL STATE FRANCHISE TAX. 
 
 150.* State taxation of business corporations; report to State Board of 
 Assessors ; application of the act ; nature of the tax ; exemptions. 
 
 151. Penalties for false statement, or failure to make statement. 
 
 152. Duties and powers of State Board of Assessors. 
 
 •See footnote, p. iii.
 
 CONTKxXTS. IX 
 
 153. Tax is a debt; how collected; preferred in case of insolvency. 
 
 154. Injunction against company in arrears for three months. 
 
 155. For failure for two years to pay state tax charter void, unless gov- 
 
 ernor gives further time. 
 
 156. Comptroller to report list of delinquents. Governor to issue proclama- 
 
 tion declaring repeal of charter. 
 
 157. Proclamation to be filed and published. 
 
 158. Penalty for exercising powers under charter after proclamation. 
 
 159. Attorney-general may proceed against corporations in arrears ; receiver 
 
 may be appointed. 
 
 160. Governor may correct mistake where corporation inadvertently re- 
 
 ported. 
 
 161. Governor, with advice of attorney-general, may renew void charters. 
 
 162. Proceedings for readjustment of excessive or unjust assessment. 
 
 163. Right of appeal waived after three months. 
 
 164. Taxes illegally assessed to be refunded. 
 
 165. Erroneous assessments; court may correct and fix atnount. 
 
 CRIMES. 
 
 166. Incorporation for fraudulent or unlawful object a misdemeanor. 
 
 COMPANY PRECEDENTS. 
 
 SCHEDULE OF FEES AND TAXES. 
 
 INDEX TO PRECEDENTS. 
 
 GENERAL INDEX.
 
 TABLE OF CASES. 
 
 A. 
 
 PAGE 
 
 A. A. Gnffing Iron Co., In re, 63 N. J. Law, 168; aff'd Id., 357 21, 30, 31 
 
 Absecon Land Co. ads. Reilly, 71 Atl. Rep., 248 27 ^ 39 
 
 Ackerman v. Halsey, 27 N. J. Eq., 356 ; aff'd 38 Id., 501 2 
 
 Acme Flexible Clasp Co. ads. Cary Mfg. Co., 108 Fed. Rep., 873; 
 
 187 \J. ,S., 427 15.1 
 
 Adams Co. ads. Knapp, 135 Fed. Rep., 1008 74 
 
 Adams Express Co. ads. Saunders, 71 N. J. Law, 270; aff'd Id., 520 loS 
 
 Agnew Co. ads. Porch, 66 N. J. Eq., 232; aff'd 67 Id., 727; 70 /(/., 
 
 328 ; aff'd 71 Id.. 305 24, 87. 102 
 
 Albert v. Clarendon Land, &c., Co., 53 N. J. Eq., 623 92, 93 
 
 Alexander v. Berney, 28 N. J. Eq., 90 I7 
 
 Allebach ads. Brown, 156 Fed. Rep., 697 92 
 
 Alleghany Co. v. Allen, 6g N. J. Law, 270; s. c. 196 U. S., 458 M- H/ 
 
 Allen ads. Stratton, 16 N. J. Eq., 229 24 
 
 Allen ads. Alleghany Co., 69 N. J. Law, 270; s. c. 196 U. S., 458 14- n? 
 
 Alryan Woolen Mills ads. Cunningham, 69 N. J. Eq., 710 92 
 
 Alston Mfg. Co. ads. Schell, 149 Fed. Rep., 439 37 
 
 Alton Machine Co. v. Assessors, 69 Atl. Rep.. 451 150 
 
 Alva Glass Mfg. Co. ads. Mingin, 55 N. J. Eq., 463 104 
 
 Amalgamated Copper Co. ads. Geer, 61 N. J. Eq., 364 76 
 
 Amedy ads. United States, 11 Wheat. (U. S.), 392 68 
 
 American Alkali Co. ads. Campbell, 125 Fed. Rep., 207 35- 43- 44 
 
 American Alkali Co. ads. Kirkpatrick, 135 Fed. Rep., 230: 140 
 
 Id.. 186 35, 42, 45- 106 
 
 American Alkali Co. v. Kurtz, 134 Fed Rep.. 663; aff'd 138 Id., 392 43 
 
 American Asphalt Co. ads. Land Title & Trust Co.. 114 Fed. Rep., 484. . 92 
 American Brick & Tile Co., ads. Ea.ston National Bank, 69 N. J. 
 
 Eq., 326; aff'd 70 Id., 722 ; Id.. 72^ 43- 7^- 77 
 
 American Can Co. ads. Schoenfeld, 55 Atl. Rep., 1044 53 
 
 American Can Co. ads. Vulcan Detinning Co., 72 N. J. Eq., 387 : 72 
 
 Atl. Rep.. 603 28 
 
 Americar. Dock & Improvement Co. v. Trustees. &c.. 39 N. J. Eq., 409- • 4 
 American Electric Vehicle Co. ads. King, 70, N. J. Eq., 568. .107, 138, 148. 150 
 
 American Exchange National Bank ads. Gaston, 29 N. J. Eq., 98 ^0 
 
 American Glucose Co. v. State, 43 N. J. Eq., 280 150 
 
 American Glucose Sugar Refining Co. ads. Glucose Sugar Refining 
 
 Co.. 22 N. T. L. L. 147 ^^ 
 
 (xi)
 
 xn TABLE OF CASES. 
 
 PAGE 
 
 American Grease Co. ads. Way, 60 N. J. Eq., 263 49 
 
 American Grocery Co. ads. Hunt, 80 Fed. Rep., 70; 81 Id., 532 7, ^3 
 
 American Insurance Co. v. Oakley, 9 Paige (N. Y.), 496 27 
 
 American Lamp & Brass Co. ads. Whitehead, 70 N. J. Eq., 581 8, 9 
 
 American Lighting Co. z\ Public Service Corp. of N. J., 132 Fed. 
 
 Rep., 794 8 
 
 American Machine & Mfg. Co. ads. Wood & Nathan Co., 62 Atl. 
 
 Rep., 768 91, 107 
 
 American Making Co. ads. Appleton, 65 N. J. Eq., 375 52 
 
 American Mutoscope Co. v. Assessors, 70 N. J. Law, 172 77 
 
 American Net & Twine Co. v. Ginthens, 21 N. J. L. J., 190 116 
 
 American Palace Car Co. ads Wilson, 64 N. J. Eq., 534; 65 Id., 730; 
 
 67 Id., 262 2 
 
 American Pig Iron Storage Co. v. Assessors, 56 N. J. Law., 389. .37, 59,67, 149 
 American School Furniture Co. ads. Lenhart & Hoffman, 32 N. J. 
 
 L. J., 49 67, 108 
 
 American Smelting and Refining Co. ads. Donald, 62 N. J. Eq.. 729... 48, 75 
 American Soda Fountain Co. v. Stolzenbach, 75 N. J. Law, 721 ; 16 
 
 L. R A.. (N. S.), 703 5, 13, 28, 29, 30 
 
 American Sugar Refining Co. ads. Earle, 71 Atl. Rep., 391 9 
 
 American Sugar Refining Co. ads. Trimble, 61 N. J. Eq., 340 74 
 
 American Surety Co. 7'. Great White Spirit Co., 58 N. J Eq.. 526. .82, 84. 153 
 
 American Tobacco Co. ads. Beling, 72 N. J. Eq., 32 126 
 
 American Tobacco Co. ads. Dana, 72 N. J. Eq., 44; aff'd 69 .Atl. 
 
 Rep., 223 33. 122 
 
 American Tobacco Co. ads. Stockton, 55 N. J. Eq., 352 ; aff'd 56 
 
 Id., 847 6, 16, 20 
 
 American Union Electric Co. ads. Hollins. 66 N. J. Eq., 457 43- 75 
 
 American Water Works Co. ads. Archer, 50 N. J. Eq., 33-26, 37. 40, 63. 93 
 American Wood Working Machine Co. ads. Duryea. 133 Fed. Rep., 
 
 329 153 
 
 American Writing Paper Co. ads. Goodnow, 72 N. J. Eq., 645 ; aff'd 
 
 69 Atl. Rep., 1014 18, 41, 53, 76 
 
 Amparo Mining Co. z'. Fidelity Trust Co., 7;^ Atl. Rep., 249 38, 41 
 
 Am well National Bank ads. Whittaker, 52 N. J. Eq.. 400 62, 106 
 
 Andem ads. United States, 158 Fed. Rep., 996 3 
 
 Anderson ads. State, 203 U. S., 483 ^52 
 
 Andrews v. Guayaquil & Q. Ry. Co., 69 N. J. Eq.. 211; aff'd 71 
 
 Id., 768 ; 72 Atl. Rep., 934 38 
 
 Andrews ads. Kearney, 10 N. J. Eq.. 70 3i 
 
 Appleby ads. Tennant. 41 Atl. Rep., no 82 
 
 Appleton V. American Malting Co., 65 N. J. Eq., 375 52 
 
 Archer z'. American Water Works Co., 50 N. J. Eq., 33 26. 37, 40, 63, 93 
 
 Arimcx Consolidated Copper Co. v. Assessors, 69 N. J. Law, 121 158 
 
 .Armitage ads. Kruegcr, 58 N. J. Eq., 357 4° 
 
 .Arnold v. Searing. 67 .\t!. Rep., 831 2, 78
 
 TABLE OF CASES. Xlll 
 
 PAGE 
 
 Asphalt Co. of America ads. Gallaglier, 67 X. J. Hq., 441 89 
 
 Asphalt Co. of America ads. Land Title & Trust Co., 121 Fed. Rep., 
 
 587; s. c. 127 Id., 1 5 
 
 Assessors ads. Alton Machine Co., 69 Atl Rep., 451 150 
 
 Assessors ads. American Mutoscope Co., 70 N. J. Law, 172 77 
 
 Assessors ads. American Pig Iron Storage Co., 56 N. J. Law, 
 
 389 37, 59. 67, 149 
 
 Assessors ads. Arimex Consolidated Copper Co., 69 N. J. Law, 121.... 158 
 Assessors ads. Buffalo Refrigerating Machine Co., 72 N. J. Law, 127. .149, 150 
 
 Assessors ads. Edison Phonograph Co., 55 N. J. Law, 55 150 
 
 Assessors ads. Edison United Phonograph Co., 57 N. J. Law., 520 150 
 
 Assessors ads. Evening Journal Association, 47 N. J. Law, 36 150 
 
 Assessors ads. Halsey Electric Generator Co., 74 N. J. Law, 321 150 
 
 Assessors ads. Honduras Commercial Co., 54 N. J. Law, 278 i49 
 
 Assessors ads. Kirkpatrick, 57 N. J. L,aw, 53 92, 150 
 
 Assessors ads. Knickerbocker Importation Co.. 74 N. J. Law, 
 
 583 12, 60, 67, 77, 150 
 
 Assessors ads. Marsden Co., 61 N. J. Law, 461 I49 
 
 Assessors ads. Montclair Military Academy, 65 N. J. Law, 516 12 
 
 Assessors ads. Newark Brass Works, 63 N. J. Law, 500 148 
 
 Assessors ads. Norton Construction Co., 53 N. J. Law, 564 150 
 
 Assessors ads. Paterson & Passaic Gas & Electric Co., 69 N. J. 
 
 Law, 116; aff'd 70 Id., 825 \ i49 
 
 Assessors ads. People's Investment Co., 66 N. J. Law, 175 148, 151, 157 
 
 Assessors ads. Phonograph Co., 54 N. J. Law, 430 150 
 
 Assessors ads Printing Co., 51 N. J. Law, 75 150 
 
 Assessors ads. Singer Sewing Machine Co., 54 N. J. Law, 90 158 
 
 Assessors ads. State, 16 N. J. L. J., 210 80, 149 
 
 Assessors ads. Storage Battery Co., 60 N. J. Law, 66; aff'd 61 Id.. 
 
 289 149. 150 
 
 Assessors ads. Trenton Heat & Power Co., 73 N. J. Law, 370. ..148, 151, 158 
 Assessors ads. LTnion Waxed & Parchment Paper Co., 73 N. J. Law, 
 
 374 1 50- 158 
 
 Assessors ads. Yellow Pine Co., 72 N. J. Law, 182 158 
 
 Astor V. State, 72 Atl. Rep., 78 127 
 
 Atlantic City & Shore Railroad Co. ads. State. 72 Atl. Rep., in.... 8, 12, 17 
 
 Atlantic Coast Electric R. Co. ads. Guaranty Trust Co., 132 Fed. Rep., 68 4 
 
 Atlantic Lumber Co. ads. Flaherty, 58 N. J. Eq., 467 -7 
 
 Atlantic Match Co. ads. Tilford, 134 Fed. Rep., 924 4-96 
 
 Atlantic Transportation Co. ads. Chesapeake & Ohio Ry. Co., 62 N. 
 
 J. Eq., 75 1 105.152 
 
 Atlantic Trust Co. v. Consolidated Electric Storage Co., 49 N. J. 
 
 Eq., 402 89 
 
 Atlas Estate Co. ads. Martin, 72 N. J. Eq., 416 3, 68, 69, 108, 109 
 
 Atlas Railroad Supply Co. v. Lake & River R. R. Co., 134 Fed. Rep., 
 
 503 ^^
 
 XIV TABLE OF CASES. 
 
 I'AGH 
 Attorney General ads. Standard Underground Cable Co., 46 N. J. 
 
 Eq., 270 149 
 
 Audenried v. East Coast Milling Co., 68 N. J. Eq., 450 18, 22, 23. 53 
 
 Audenried ads Miller, 67 N. J. Eq., 252 ;.aff'd 68 Id., 658 88 
 
 Auditorium Pier Co. ads. Doty, 56 Atl. Rep., 720; aff'd Id., 1132 104 
 
 Automatic Amusement Mach. Co. ads. Wiltbank, 69 N. J. Law, 236.... 6 
 Auto Service Co. ads. Brand, 75 N. J. Law, 230 118 
 
 B. 
 
 Babbitt z: East Jersey L-on Co., i Stew. Dig., p. 208, Sec. 13 31 
 
 Bailey v. Burgess, 48 N. J. Eq., 411 /S 
 
 Baker ads. Wetherbee, 35 N. J. Eq., 501 .41, 7^, 75, 77- 81, 113 
 
 Baldwin ads. Van Wagenen, 7 N. J. Eq., 211 17 
 
 Ball ads. Savage, 17 N. J. Eq., 142 59 
 
 Baltimore & Ohio R. R. Co. v. Koontz, 104 U. S., 5 I3 
 
 Bank v. Christopher, 40 N. J. Law, 435 28 
 
 Bank of Augusta v. Earle, 13 Pet., 519, 588 13 
 
 Bank of Jersey City ads. Rafferty, Receiver, 33 N. J. Law, 368 20 
 
 Baptist Church v. Mulford, 8 N. J. Law, 182 3 
 
 Barber ads. Safford, 70 Atl. Rep., 371 39 
 
 Barber ads. West Jersey Title & Guaranty Co., 49 N. J. Eq.. 474 12 
 
 Barkalow v. Totten, 53 N. *J. Eq., 573 42, 45, £2 
 
 Barnert ads. Frost, 56 N. J. Eq., 290 87 
 
 Barnert v. Johnson, 15 N. J. Eq., 481 4 
 
 Barnes v. Trenton Gas Light Co., 27 N. J. Eq., 33 24 
 
 Barr v. Pittsburg Plate Glass Co., 57 Fed. Rep., 86 24 
 
 Barr-Dinwiddie Printing & Bookbinding Co., In re, 42 Atl. Rep., 575- •■ io3 
 
 Barrett v. Perth Amboy Shipbuilding, &c., Co., 67 Atl. Rep., 757 88 
 
 Barry v. Merchants' Exchange Co., i Sanford Ch. Rep. (N. Y.), 280 6 
 
 Barry v. Moeller, 68 N. J. Eq., 483 24, 53 
 
 Basic Co. ads. Hoopes, 69 N. J. Eq., 679 ; aff'd 72 Id., 426 92 
 
 Bassett v. U. S. Cast Iron Pipe & Foundry Co., 70 Atl. Rep., 929; 
 
 aff'd 73 Id., 514 73 
 
 Bates ads. Chapman, 61 N. J. Eq., 658 32. 58 
 
 Bauerle ads. Wilkinson, 41 N. J. Eq., 635 25, 87 
 
 Bauman ads. Jewett, 27 N. J. Eq., 171 I53 
 
 Bay State Gas Co. ads. Brady, 106 Fed. Rep., 584 91 
 
 Bear Lithia Springs Co. v. Great Bear Spring Co., 72 N. J. Eq., 871 16 
 
 Beatty Organ Co. ads. England's Executors, 41 N. J. Eq., 47° 103 
 
 Bedell ads. Lawton, 71 Atl. Rep., 490 4- 24, 71, 74 
 
 Bedford v. Newark Machine Co., 16 N. J. Eq., 117 86, 104 
 
 Bedford Level ads. King, 6 East, 356 28 
 
 Beebe v. George H. Beebe Co., 64 N. J. Law, 497 27. 108 
 
 Beebe Co. ads. Beebe, 64 N. J. Law. 497 27, loS 
 
 Beling v. American Tobacco Co., 72 N. J. Eq., 32 126
 
 TABLE OF CASES. XV 
 
 PACE 
 
 Bell Telephone Co. v. Galen Hall Co., 72 Atl. Rep., 47 116 
 
 Benedict v. Columbus Construction Co., 49 N. J. Eq., 2^ 23, 54 
 
 Bennett v. Keen, 59 N. J. Eq., 634 28, 88, 92 
 
 Bennett v. Millville Imp. Co., 67 N. J. Law, 320 2, 27, 30, 74 
 
 Benton v. City of Elizabeth, 61 N. J. Law, 411; ^iff'd id., 693 4, 116 
 
 Berdan ac/j-. Manning, 135 Fed. Rep., 159 40.43-78 
 
 Bergen v. Porpoise Fishing Co., 42 N. J. Eq., 397 5 
 
 Bergen v. Rogers, 67 Atl. Rep., 290; aff'd 70 Id., iioo 27, 88 
 
 Berger v. United States Steel Corporation, 63 N. J. Eq., 809 15, 36, 60 
 
 Berlin Iron Bridge Co. ads. Norton, 51 N. J. Law, 442 108, no, in 
 
 Bernards Land & Sand Co. ads. Dunster, 74 N. J. Law, 132 33, 57. 63 
 
 Berney ads. Alexander, 28 N. J. Eq., 90 I7 
 
 Berry ads. Pipe Line Co., 52 N. J. Law, 308; aff'd 53 Id., 212 126, 149 
 
 Besson ads. Bissell, 47 N. J. Eq., 580 88 
 
 Bevier v. U. S. Wood Preserving Co., 69 Atl. Rep., 1008 56, 71 
 
 Bickley v. Schlag, 46 N. J. Eq., 533 42, 76 
 
 Bigelow ads. Old Dominion Copper Co., 188 Mass., 315 77 
 
 Bigelow V. Old Dominion Copper Co., 71 Atl. Rep., 153 78 
 
 Bijur V. Standard Distilling & Distributing Co., 70 Atl. Rep., 934- -25, 2>7, 38 
 
 Binninger ads. Crater, ^t, N. J. Law, 513 40 
 
 Bird V. Magowan, 43 Atl. Rep., 278 87, 88 
 
 Bissell V. Besson, 47 N. J. Eq., 580 88 
 
 Black V. Delaware & Raritan Canal Co., 24 N. J. Eq., 455 8 
 
 Black V. Hobart Trust Co., 64 N. J. Eq., 415 ; aff'd 65 Id., 769 34 
 
 Black V. Shreve, 13 N. J. Eq., 455 72 
 
 Blairstown Creamery Association ads. Raub, 56 N. J. Law, 262 3. 28 
 
 Blake v. Domestic Mfg. Co., 64 N. J. Eq., 480 9. 27, loi 
 
 Blake v. McClung, 172 U. S., 239 , ii5 
 
 Blodgett V. Lanyon Zinc Co., 120 Fed. Rep., 893 i^o 
 
 Bodine ads. N. J. Trust & Safe Deposit Co., 60 Atl. Rep., 387 38 
 
 Bohmrich ads. Knoop. 49 N. J. Eq.. 82 : aff'd 50 Id.. 485 2 
 
 Boney v. Williams, 55 N. J. Eq.. 691 75 
 
 Booth V. Land Filling & Imp. Co., 68 N. J. Eq.. 536 23 
 
 Borough of Junction ads. Lehigh & Wilkesbarre Coal Co.. 75 
 
 N. J. Law, 922 ^-7 
 
 Borough of Merchantville ads. Stevens, 62 N. J. Law. 167 19 
 
 Bowers ads. Little. 46 N. J. Law, 300 9 
 
 Bowes ads. Stevens Institute, 70 Atl. Rep.. 730 127 
 
 Boyce v. Continental Wire Co.. 125 Fed. Rep.. 740 107 
 
 Boyd V. Kennedy. 38 N. J. Law, 146 5 
 
 Braddock v. Philadelphia R. R. Co., 45 N. J. Law. 363 44 
 
 Brady v. Bay State Gas Co.. 106 Fed. Rep.. 584 91 
 
 Brady ads. Woods Motor Vehicle Co.. 181 N. Y.. 145 43 
 
 Brahn v. Jersey City Forge Co., 38 N. J. Eq., 74 28 
 
 Brand v. Auto Service Co., 75 N. J. Law, 230 n8 
 
 Brandenburgh ads. National Condensed Milk Co., 40 N. J. Law, ni no 
 
 2
 
 XVI TABIvE OF CASES. 
 
 PAGE 
 
 Breslin v. Fnes-Breslin Co., 70 N. J. Law, 274 8, 74 
 
 Broadway Bank v. McElrath, 13 N. J. Eq., 24 38, 41 
 
 Broadway Realty Co. ads. Loh. 71 Atl. Rep., 112 27 
 
 Brokaw v. Ry. Co.. 23 N. J. Law, 328 3 
 
 Brooklyn Baseball Club, In re Election of, 75 N. J. Law, 64 67 
 
 Brown v. Allebach, 156 Fed. Rep., 697 92 
 
 Brown v. Citizens Ice & Cold Storage Co., 72 N. J. Eq., 437 5 
 
 Brown v. Morton, 71 N. J. Law, 26 18, 43 
 
 Brown ads. Nassau Bank. 30 N. J. Eq., 478 46 
 
 Brown ads. Sigua L'on Co., 171 N. Y., 488 39, 43 
 
 Brown ads. State, 27 N. J. Law, 13 4 
 
 Brundred v. Paterson Mach. Co., 4 N. J. Eq.. 294 89 
 
 Bruning v. Hoboken Printing & Pub. Co., 67 N. J. Law, 119 71 
 
 Brush Creek Coal & Mining Co. v. Morgan-Gardner Electric Co., 136 
 
 Fed. Rep., 505 in 
 
 Buck ads. Plaquemines Tropical Fruit Co., 52 N. J. Eq., 219 22. 78 
 
 Buffalo Bill's Wild West Co. ads. Maeder, 132 Fed. Rep.. 280 71. 74 
 
 Buffalo Refrigerating Machine Co. v. Assessors, 72 N. J. Law, 127. . 149, 150 
 
 Building Association ads. Galbraith, 43 N. J. Law, 389 40 
 
 Burgess ads. Bailey, 48 N. J. Eq., 411 78 
 
 Burlington Carpet Co. ads. Camden, &c., Co., 33 Atl. Rep., 479 62 
 
 Burlington City L. & T. Co. v. Princeton Lighting Co.. 72 N. J. 
 
 Eq., 891 126 
 
 Burnet Mfg. Co. ads. Mechanics' National Bank, 32 N. J. Eq., 236. . 28, 65 
 
 Bush V. Warren Foundry Co., 32 N. J. Law, 439 38. 40. 41 
 
 Butler V. Commonwealth Tobacco Co.. 67 Atl. Rep., 514; 70 Id.. 319 106 
 
 Butler ads. Gardner, 30 N. J. Eq.. 702 24 
 
 Buvinger v. Evening Union Printing Co., 72 N. J. Eq., 321 5-104 
 
 Byrne ads. St. Patrick's Alliance of America, 59 N. J. Eq.. 26 16. 64 
 
 Cadmus v. Farr. 47 N. J. Law, 208 23 
 
 Cairo & Fulton R. R. Co. ads. Titus, 37 N. J. Law, 98 23 
 
 California ads. Hooper, 155 U. S., 648 Ii5 
 
 California Development Co. ads. Holt, 161 Fed. Rep., 3 22 
 
 Camden ads. Cooper Hospital, 68 N. J. Law, 691 10, 132 
 
 Camden & Atlantic R. R. Co. v. Elkins, 37 N. J. Eq., 273 32 
 
 Camden & Atlantic R. R. Co. ads. Elkins, 36 N. J. Eq., 5, 233, 34i, 
 
 467 ; 37 Id., 273 24, 26, 32. 34, 75, 80, X06 
 
 Camden & Atlantic R. R. Co. v. Mays Landing, &c., R. R. Co., 
 
 48 N. J. Law, 530 ■ 8 
 
 Camden, &c., Co. v. Burlington Carpet Co., 33 Atl. Rep., 479 62 
 
 Camden Rolling Mill Co. v. Swede Iron Co., 32 N. J. Law, 15 m 
 
 Camden Safe Deposit & Trust Co. r. Citizens' Ice & Cold Storage 
 
 Co., 69 N. J. Eq., 718 ; aff'd 71 Id., 221 8. 24
 
 TABLK OF CASES. XVH 
 
 PAGR 
 
 Camden Safe Deposit & Trust Co. ads. Hinkle, 47 N. J. Eq., 333 I03 
 
 Camp V. Taylor, 19 Atl. Rep., 968 81 
 
 Campbell v. American Alkali Co., 125 Fed. Rep., 207 35, 43, 44 
 
 Campbell ads. Silk Mfg. Co., 27 N. J. Law, 539 2 
 
 Campbell v. Taylor Mfg. Co., 64 N. J. Eq., 622 103 
 
 Canada- Atlantic & Plant S. S. Co. v. Flanders, 145 Fed. Rep., 875 26 
 
 Canada Mfg. Co. v. Woodbridge, 58 N. J. Law, 134 28 
 
 Canadian Improvement Co. v. Lea, 69 Atl. Rep., 455 60 
 
 Cape May v. Cape May, &c., R. R. Co., 59 N. J. Eq., 59 92 
 
 Cape May, &c., Nav. Co., In re Election of, 51 N. J. Law, 78... 56, 59, 62, 64 
 
 Cape May, &c., R. R. Co. ads. Cape May, 59 N. J. Eq., 59 92 
 
 Cape May, &c., R. R. Co. ads West Jersey R. R. Co., 34 N. J., Eq., 164. . 16 
 
 Carr ads. Castle, 16 N. J. Law, 394 40 
 
 Carroll v. New York, New Haven & Hartford R. R. Co., 65 N. J. 
 
 Law, 124 1 10 
 
 Carty ads. Wheeler & Wilson Mfg. Co., 53 N. J. Law, 336 108, no 
 
 Cary Mfg. Co. v. Acme Flexible Clasp Co., 108 Fed. Rep., 873; 187 
 
 U. S., 427 ^53 
 
 Casey Machine & Supply Co. ads. Strauss, 69 N. J. Eq., 19; 66 Atl. 
 
 Rep., 958 95, 105 
 
 Castle V. Carr, 16 N. J. Law, 394 40 
 
 Cataract Bank ads. Kinsela, 18 N. J. Eq., 158 87 
 
 Catlin V. Vichachi Mining Co., 67 Atl. Rep., 194 9^ 
 
 Cedar Grove Cemetery Co.. In re Election of, 61 N. J. Law, 422 62,, 64 
 
 Cedar Grove Cemetery Co. ads. Stinson, 40 Atl. Rep., 116 5° 
 
 Central Consumers' Wine & Liquor Co. v. Madden, 68 Atl. Rep., 777 44 
 
 Central R. R. Co. of N. J. ads. Lehigh Coal & Navigation Co., 5 N. 
 
 J. L. J.. 214; 29 N. J. Eq., 252 56. 92, 103. 104 
 
 Central R. R. Co. of N. J. ads. Mills, 41 N. J. Eq., i 10 
 
 Central R. R. Co. of N. J. ads. National Docks R. R. Co., 32 N. J. 
 
 Eq.. 755 • '^ 
 
 Central R. R. Co. of N. J. v. Pennsylvania R. R. Co., 31 N. J. Eq., 
 
 475 ^3, 18 
 
 Central R. R. Co. of N. J. ads. Vanderbilt, 43 N. J. Eq., 669 92 
 
 Central Trust Co., Trustee, v. Continental Iron Works, 51 N. J. Eq., 
 
 605 5 
 
 108 
 
 Chambers v. Dwyer, 41 N. J. Law, 93 
 
 Chapman v. Bates. 61 N. J. Eq., 658 32. 58 
 
 Chapman v. Ironclad Rheostat Co., 62 N. J. Law, 497 8, 60 
 
 Chesapeake & Ohio Ry. Co. v. Atlantic Transportation Co., 62 N. J. 
 
 Eq., 751 ^°5-^5: 
 
 Chicago ads. Ducat, 10 Wall., 410 ^^^ 
 
 Chicago Jtmction Rvs., &c., Co., ads. Ellerman, 49 N. J. Eq., 
 
 217 2, 5, 8. 15, 18. 23, 75. 80 
 
 Chicago Junction Rys., &c.. Co. ads. Willoughby, 50 N. J. Eq., 656.... 75 
 
 Christ Church ads. North River Meadow Co., 22 N. J. Law, 424 72 
 
 Christopher ads. Bank, 40 N. J. Law, 435 -^
 
 XVin TABLi; OF CASES. 
 
 PAGE 
 
 Christopher ads. First National Bank of Hightstown, 40 X. J. Law, 
 
 435 24 
 
 Citizens Fire Insurance Co. ads. Streit, 29 N. J. Eq., 21 87, 89 
 
 Citizens Ice & Cold Storage Co. ads. Brown, 72 N. J. Eq., 437 5 
 
 Citizens Ice & Cold Storage Co. ads. Camden Safe Deposit & Trust 
 
 Co., 69 N. J. Eq.. 718; aff'd 71 Id., 221 8, 24 
 
 City Pottery Co. v. Yates, SJ N. J. Eq., 543 90 
 
 City of Elizabeth ads. Benton, 61 N. J. Law, 411 ; aff'd Id.^ 693 4, 116 
 
 Clarendon Land. &c., Co. ads. Albert, 53 N. J. Eq., 623 92, 93 
 
 Clarendon Oil & Refining Co. ads. Riley, 20 N. J. L. J., 246 95 
 
 Clement v. Young-McShea Amusement Co., 70 N. J. Eq., 677 23, 27 
 
 Clevenger v. Moore, 71 N. J. Law, 148 43, 113. 
 
 Clinton Hill Co. ads. Cumberland Lumber Co., 57 N. J. Eq., 627; 
 
 72 N. J. Law, 247 41, 42, 45 
 
 Coddington z: Executors of Havens, 8 N. J. Eq., 590 12 
 
 Coe V. Midland Ry. Co., 31 N. J. Eq., 105 70 
 
 Cogan V. Conover Mfg. Co., 69 N. J. Eq.. 358. 809, 816 27, 104, 107 
 
 Coler V. Tacoma Railway & Power Co., 65 N. J. Eq., 347 14 
 
 Colgate V. United States Leather Co., 67 Atl. Rep., 657; 72 Id., 
 
 126 17, 48, 50, 120, 125 
 
 Collier v. Consolidated Railway Lighting & Refrigerating Co.. 70 
 
 N. J. Law, 313 28 
 
 Colonial Trust Co. ■:■. Pacific Packing & Navigation Co.. 124 Fed. 
 
 Rep., 298 95, 105 
 
 Columbia National Sand Dredging Co. v. Washed Bar Sand Dredg- 
 ing Co., 136 Fed. Rep., 710 2 
 
 Columbus Construction Co. ads. Benedict, 49 N. J. Eq.. 23 23, 54 
 
 Commissioners. &c., ads. Morris & Essex R. R. Co., 37 N. J. Law, 228. . 10 
 Commonwealth ads. Phoenix Iron Co., 113 Penna., 563; 6 Atl. Rep.. 75.. 70 
 Commonwealth Tobacco Co. ads. Butler, 67 Atl. Rep., 514; 70 Id., 
 
 319 ^^ 
 
 Commonwealth Trust Co. ads. Kavanaugh, 64 Misc. (N. Y.), 303 25 
 
 Cone z: Russell, 48 N. J. Eq., 208 59 
 
 Congress Hall Hotel Co. ads. Curry, 73 Atl. Rep.. 124 29 
 
 Congress Hall Hotel Co. ads. Harris, 70 Atl. Rep.. 330 29 
 
 Conklin z: United States Shipbuilding Co., 136 Fed. Rep., 1006; 140 
 
 Id., 219 ; 148 Id., 129 92, 97, 99- 107, 150. 152 
 
 Conklin ads. United States Shipbuilding Co., 126 Fed Rep., 132 95 
 
 Conover Mfg. Co. ads. Cogan, 69 N. J. Eq., 358, 809. 816 27, 104, 107 
 
 Consolidated Coal Co. z'. Keystone Chemical Co., 54 N. J. Eq., 309 io3 
 
 Consolidated Coal Co. v. National State Bank of Camden, 55 N. J. 
 
 Eq., 800 107 
 
 Consolidated Electric Storage Co. ads. Atlantic Trust Co.. 49 N. J. 
 
 Eq., 402 ^9 
 
 Consolidated Railway Lighting & Refrigerating Co. ads. Collier, 70 
 
 N. T. Law, 313 2S
 
 TABLE OF CASES. XIX 
 
 PAGE 
 
 Consolidated Telephone & Telegraph Co., In re Election of, 43 Atl. 
 
 Rep., 433 63, 64 
 
 Consolidated Tobacco Co. ads. Ikelheimer, 59 Atl. Rep., 363 4 
 
 Consolidated Traction Co. ads. Dickinson, 119 Fed. Rep., 871 I37 
 
 Consumers' Gas Co. ads. Jersey City Gaslight Co., 40 N. J. Eq., 427 i^ 
 
 Consumers' Water Co. ads. Stroud, 56 N. J. Law, 422 24 
 
 Continental Iron Works ads. Central Trust Co., Trustee, 51 N. J. 
 
 Eq., 605 5 
 
 Continental Securities Co. v. Northern Securities Co., 66 N. J. 
 
 Eq., 274 51 
 
 Continental Trust Co. ads. Stokes, 186 N. Y., 285 49 
 
 Continental Wire Co. ads. Boyce, 125 Fed. Rep., 740 107 
 
 Cook V. East Trenton Pottery Co., 53 N. J. Eq., 29 89 
 
 Cooper V. Philadelphia Worsted Co., 68 N. J. Eq., 622 14 
 
 Cooper Hospital v. Camden, 68 N. J. Law, 691 10, 132 
 
 Cooper V. Jersey City, 44 N. J. Law, 634 5 
 
 Cord ads. Fougeray, 50 N. J. Eq., 185, 756 93 
 
 Cord V. Newlin, 71 N. J. Law, 438 4i 
 
 Corning ads. Kirkpatrick, 37 N. J. Eq., 54 96 
 
 Corrigan v. Trenton Delaware Falls Co., 5 N. J. Eq., 5-2; 7 Id., 489. .. .3, 96 
 
 Cory ads. Sisters of Charity, jz N. J. Law, 699 127 
 
 Cragin Cattle Co. ads. Huylar, 40 N. J. Eq., 392; 42 Id., 139 10, 71, 72 
 
 Craig ads. Gibbs, 58 N. J. Law, 661 38 
 
 Craig ads. N. J. Hedge Co., 51 N. J. Law, 437 127 
 
 Crater v. Binninger, 2>i N. J. Law, 513 4° 
 
 Crawford v. Longstreet, 43 N. J. Law, 325 3 
 
 Cromwell v. Jackson, 53 N. J. Law, 656 39 
 
 Crosby ads. Phillips, 70 N. J. Law, 785 40 
 
 Crossley ads. Curtis, 59 N. J. Eq., 358 39 
 
 Crossley v. St. Philip Neri, 74 N. J. Law, 653 27 
 
 Crozer ads. Princeton Bank, 22 N. J. Law, 383 I43 
 
 Cuban Land & Steamship Co. ads. Taylor, 106 Fed. Rep.. 437 9i 
 
 Cumberland Lumber Co. v. Clinton Hill Co., 57 N. J. Eq., 627; 
 
 72 N. J. Law, 247 4i> 42, 45 
 
 Cummings v. Synnott, 120 Fed. Rep., 84 78 
 
 Cunningham v. Alryan Woolen Mills, 69 N. J. Eq., 710 92 
 
 Curry v. Congress Hall Hotel Co., 72 Atl. Rep., 124 29 
 
 Curtis and American Malting Co. ads. Hutchinson, 45 Misc. (N. Y.), 
 
 484 53 
 
 Curtis V. Crossley, 59 N. J. Eq., 358 39 
 
 Curtis V. Steever, 36 N. J. Law. 304 40, 41 
 
 D. 
 
 Daggs ads. Orient Insurance Co., 172 U. S., 557 ^^5 
 
 Dana v. American Tobacco Co., 72 N. J. Eq., 44; aff'd 69 Atl. Rep., 
 
 2-73 33. 122
 
 XX TABLE OF CASES. 
 
 PAGF. 
 
 Davis ads. Kean, 21 N. J. Law, 683 29 
 
 Dayton v. Warne, 43 N. J. Law, 659 29 
 
 DeCamp v. Dobbins, 29 N. J. Eq., 36 ; aff'd 31 Id., 671 4 
 
 Dejonge & Co. z: Woodport Hotel & Land Co., 72 Atl. Rep., 439 29 
 
 DeKay v. Hackensack Water Co., 38 N. J. Eq., 158 29 
 
 DeKay ads. Hackensack Water Co., 36 N. J. Eq., 548 20, 28 
 
 DeKay v. Voorhis, 36 N. J. Eq., 37 ; aff'd Id., 548 5 
 
 DeLaval Dairy Supply Co. ads. Empire Cream Separator Co., 75 
 
 N. J. Law, 207 3, 30 
 
 Delaware & Atlantic R. R. Co. v. Irick, 23 N. J. Law, 321 38 
 
 Delaware & Atlantic Telegraph & Telephone Co. v. Pensauken Tp., 
 
 116 Fed. Rep., 910 115 
 
 Delaware & Hudson Canal Co. v. Mahlenbrock, 63 N. J. Law, 281 116 
 
 Delaware & Raritan Canal Co. ads. Black, 24 N. J. Eq., 455 8 
 
 Delaware, Lackawanna & Western R. R. Co., ads. Devere, 60 Fed. 
 
 Rep., 886 no 
 
 Delaware, Lackawanna & Western R. R. Co. v. Ditton, 36 N. J. Law, 
 
 361 108 
 
 Delaware, Lackawanna & Western R. R. Co. v. Oxford Iron Co., 
 
 38 N. J. Eq., 340 61 
 
 Delaware River & Atlantic R. R. Co.. In re, 68 Atl. Rep., 
 
 1104 25, 32, 58, 62, 64, 80, 83 
 
 Demarest v. Spiral Riveted Tube Co., 71 N. J. Law, 14 23, 27 
 
 Den V. Ha3% 21 N. J. Law, 174 17 
 
 Den V. Helmes, 3 N. J. Law, 6or 17 
 
 Den V. Vreelandt, 7 N. J. Law, 352 3 
 
 Derrickson v. Smith, 27 N. J. Law, 166 136 
 
 Devere v. Delaware, Lackawanna & Western R. R. Co., 60 Fed. 
 
 Rep., 886 no 
 
 Diamond Mills Paper Co. ads. Raynolds, 69 N. J. Eq., 299 74 
 
 Dickerson ads. Redmond, 9 N. J. Eq., 507 25- 
 
 Dickinson v. Consolidated Traction Co., 119 Fed. Rep., 871 137 
 
 Dickinson ads. National Lead Co., 70 N. J. Law, 596; aff'd 72 
 
 Id., 31.3 130 
 
 Dimmick v. W. Fred Quimby Co., 21 N. J. L. J., 339 107 
 
 Distilling Co. of America ads. Dittman, 64 N. J. Eq., 537 80 
 
 Ditton ads. Delaware, Lackawanna & Western R. R. Co., 36 N. J. 
 
 Law, 361 108 
 
 Dittman v. Distilling Co. of America, 64 N. J. Eq., 537 80 
 
 Dixon V. Russell, 73 Atl. Rep,, 51 38 
 
 Dixon Crucible Co. ads. Linn, 59 N. J. Law, 28 92 
 
 Dixon Crucible Co. ads. Walker, 47 N. J. Eq., 342 38 
 
 Doane v. Millville Insurance Co., 45 N. J. Eq., 274 106 
 
 Dobbins ads. DeCamp, 29 N. J. Eq., 36: aff'd 31 Id., 671 4 
 
 Dock V. Elizabethtown Steam Mfg. Co.. 34 N. J. Law, 312 30, 108 
 
 Domestic Mfg. Co. ads. Blake, 64 N. J. Eq., 480 9, 27, loi
 
 TABLE OF CASES. XXI 
 
 PAGB 
 
 Domestic Telegraph Co. ads. Metropolitan Telephone (.'<.>., 44 N. J. 
 
 Eq., 508 23, 24, 26 
 
 Domestic Telegraph & Telephone Co. v. Newark, 49 N. j. Law, 344 12 
 
 Donald v. American Smelting & Refining Co., 62 N. J. ]£q., 729 48, 75 
 
 Doremus v. Dutch Reformed Church, 3 N. J. Eq., 332 28 
 
 Doty 7'. Auditorium Pier Co., 56 Atl. Rep., 720; aff'd Id.. 1132 104 
 
 Dover ads. Richards, 61 N. J. Law. 400 12 
 
 Downing v. Potts, 23 N. J. Law, 66 37, 45, 56, 59, <J2 
 
 Drexel v. Long Branch Gas Co., 3 N. J. L. J., 250 39, 61 
 
 Ducat V. Chicago, 10 Wall, 410 ii5 
 
 Dufify V. Smith, 18 N. J. L. J., 217 ; aff'd 57 N. J. Law, 679 40 
 
 Duffy ads. Smith, 57 N. J. Law, 679 4° 
 
 Dunlap ads. Rabe, 51 N. J. Eq., 40 8, n, ^5 
 
 Dunlap ads. Sheldon, 16 N. J. Law, 245 29 
 
 Dunster z: Bernards Land & Sand Co., 74 N. J. Law, 132 33, 57, 63 
 
 Duryea v. American Wood Working Machine Co., 133 Fed. Rep., 
 
 329 ^53 
 
 Dutch Reformed Church ads. Doremus. 3 N. J. Eq.. 332 28 
 
 Drew ads. McMaster, 68 Atl. Rep., 771 123 
 
 Dwyer ads. Chambers, 41 N. J. Law, 93 108 
 
 Dwyer ads. Hendrickson, 70 N. J. Law, 223 92 
 
 E. 
 
 Earle v. American Sugar Refining Co., 71 Atl. Rep., 391 9 
 
 Earle ads. Bank of Augusta, 13 Pet, 519, 588 i3 
 
 East Cape May Beach Co. ads. Sewell, 50 N. J. Eq., 717 7- 75 
 
 East Coast Milling Co. ads. Audenried, 68 N. J. Eq., 450 18, 22, 23, 53 
 
 East Jersey Iron Co. ads. Babbitt, i Stew. Dig., p. 208, Sec. 13 31 
 
 East Side Co-operative Bldg. & Loan Association ads. Silverstro, 
 
 53 Atl. Rep., 823 84 
 
 East Trenton Pottery Co. ads. Cook, 53 N. J. Eq., 29 89 
 
 Eastern Milling and Export Co. ads. Kirkpatrick, 135 Fed. Rep., 
 
 144; 146; aff'd 137 Id., 387 4, 27, 96 
 
 Eastern Rubber Mfg. Co. ads. Skirm, 57 N. J. Eq., i79 88 
 
 Easton National Bank v. American Brick & Tile Co., 69 N. J. Eq., 
 
 326 ; aff'd 70 Id., 722 ; Id., 732 43, 75, 77 
 
 Eastwood Wire Mfg. Co. ads. Smith, 58 N. J. Eq., 33i ■ ■ ■ ■'^S- I34 
 
 Ecuador Co. ads. Ecuadorian Association, 70 N. J. Eq., 277; att"d 
 
 71 Id., 757 - ^-^ 
 
 Ecuadorian Association v. Ecuador Co., 70 N. J. Eq.. 277 ; aff d 
 
 71 Id; 757 ; "^^ 
 
 Edgerton v. Electric Improvement, &c., Co., 50 N. J. Eq., 354 77 
 
 Edgeworth r. Wood, 58 N. J. Law, 463 ^ ^4 
 
 Edison V. Edison Polyform Mfg. Co., 67 Atl., Rep., 392 16 
 
 Edison V. Edison United Phonograph Co., 52 N. J. Eq., 620.... 23. 75, 91, 93
 
 XXll TABI.E OF" CASES. 
 
 PAGE 
 
 Edison V. Mills-Edisonia. 70 Atl. Rep., 191 16 
 
 Edison Automobile Co. ads. Edison Storage Battery Co., 67 N. J. 
 
 Eq., 44 16 
 
 Edison Phonograpli Co. v. Assessors, 55 N. J. Law, 55 150 
 
 Edison Polyform Mfg. Co. ads. Edison, 67 Atl. Rep., 392 16 
 
 Edison Storage Battery Co. v. Edison Automobile Co., 67 N. J. 
 
 Eq.. 44 16 
 
 Edison United Phonograph Co. v. Assessors, 57 N. J. Law, 520 150 
 
 Edison United Phonograph Co. ads. Edison, 52 N. J. Eq., 620. .23, 75, 91, 93 
 Edwards v. National Window Glass Jobbers' Association, 58 Atl. 
 
 Rep., 527; 68 Id., 800 .9, 81, 84, 95. 107 
 
 Einstein v. Raritan Woolen Mills, 70 Atl. Rep., 295 10, 15, 34, 48, 50 
 
 Einstein ads. Rosenfeld, 46 N. J. Law, 479 70 
 
 Election of Brooklyn Baseball Club, 75 N. J. Law, 64 67 
 
 Election of Cape May, &c., Nav. Co., 51 N. J. Law, 78 56, 59, 62, 64 
 
 Election of Cedar Grove Cemetery Co., 61 N. J. Law, 422 d-x,. 64 
 
 Election of Consolidated Telephone & Telegraph Co.. 43 Atl. 
 
 Rep., 433 63, 64 
 
 Election of St. Lawrence Steamboat Co., 44 N. J. Law, 
 
 529 32, 56, 60, 61 . 62, 64 
 
 Election of United States Cast Iron Pipe Co., 74 N. J. Law, 315 56 
 
 Electric Improvement, &c., Co. ads. Edgerton, 50 N. J. Eq., 354 = - 17 
 
 Electric Vehicle Co. ads. Siegman, 72 N. J. Eq., 403; 140 Fed. 
 
 Rep., 117 22, 52, 74 
 
 Electro-Pneumatic Transit Company's Case. 51 N. J. Eq., 71 150, 153 
 
 Elizabethtown Gas Light Co. v. Green, 49 N. J. Eq., 329 16 
 
 Elizabethtown Steam Mfg. Co. ads. Dock, 34 N. J. Law, 312 30, 108 
 
 Elkins V. Camden & Atlantic R. R. Co., 36 N. J. Eq., 5, 233, 341, 
 
 467 ; Z7 Id; 27i 24, 26, 32, 34. 75, 80, 106 
 
 Elkins ads. Camden & Atlantic R. R. Co., 37 N. J. Eq., 272 32 
 
 Elicrman v. Chicago Junction Rys., &c., Co., 49 N. J. Eq., 
 
 217 2. 5, 8, IS, 18, 23, 75, 80 
 
 Elmer ads. McBride, 6 N. J. Eq., 107 17 
 
 Empire Cream Separate'- Co. v. DeLaval Dairy Supply Co., 75 N. J. 
 
 Law, 207 i, 2)^ 
 
 Empire Rubber Co. ads. Smyth, 2 N. J. L. J., I54 93 
 
 Empire State Trust Co. v. Fisher, 67 N. J. Eq., 602 88 
 
 England's Executors v. Beatty Organ Co., 41 N. J. Eq.. 470 103 
 
 Erie Railroad Co. ads. Hygea Brewing Co., 69 Atl. Rep., 981 1 1 1 
 
 Erie Railroad Co. ads. Mayor, &c., 71 Atl. Rep.. 620 3 
 
 Erie Railroad Co. v. Van Allen, 69 Atl. Rep., 484 in 
 
 Erlanger v. New Sombrero Phosphate Co., 3 App. Cases, 1218; 6 
 
 Eng. Rul. cases, 777 78 
 
 Eureka Fire Hose Co. v. Eureka Rubber Mfg. Co., 69 N. J. Eq., 159; 
 
 aff'd 71 Id., 300; s. c. 72 Id., 555 16
 
 TABLE OF. CASES. XXlll 
 
 PAGi: 
 Eureka Rubber Mfg. Co. ads. Eureka Fire Hose Co.. 69 N. J. Eq., 
 
 159; aff'd 71 Id., 300; s. c. 72 Id., 555 16 
 
 Evans V. Walsh, 41 N. J. Law, 281 106 
 
 Evening Journal Association v. Assessors, 47 N. J. Law, 36 150 
 
 Evening Journal Association ads. McDermott, 43 N. J. Law, 488; 
 
 aff'cl 44 Id., 430 3, 30 
 
 Evening Union Printing Co. ads. Buvinger, 72 N. J. Eq., 3-21 5, 104 
 
 Ewing ads. Goldstein, 62 N. J. Eq., 69 65 
 
 Executors of Havens ads. Coddington, 8 N. J. Eq., 59^ ^^ 
 
 F. 
 
 Faber ads. International Bank, 86 Fed. Rep., 443 26 
 
 Facts Publishing Co. v. Fenton, 52 N, J. Law, 161 108 
 
 Faitoute Hardware Co. ads. Russell & Erwin Mfg. Co., 62 Atl. Rep., 
 
 421 88 
 
 Falaenau v. Reliance Steel Foundry Co., 69 Atl. Rep., 1098 116 
 
 Falk V. Whitman Cigar Co., 55 N. J. Eq., 396 92,96 
 
 Farnum ads. Hancock National Bank, 176 U. S., 640 136 
 
 Farr ads. Cadmus, 47 N. J. Law, 208 ^5 
 
 Faure Electric Light, &c.. Co., In re, 43 N. J. Eq., 411 ^53 
 
 Faxon Co. v. Lovett, 60 N. J. Law, 128 116 
 
 Fearing v. Glenn, 7;^ Fed. Rep., 116 26 
 
 Fechteler v. Palm Brothers Co., 133 Fed. Rep., 462 8, 18 
 
 Feigenspan ads. Mausert, 68 N. J. Eq., 671 27 
 
 Fenton ads. Facts Publishing Co., 52 N. J. Law, 161 108 
 
 Ferree ads. Mount Holly Turnpike Co., 17 N. J. Eq., 117 38 
 
 Fidelity & Casualty Co. v. MacAfee Co., 72 N. J. Eq., 279 98 
 
 Fidelity Trust Co. ads. Amparo Mining Co., 73 Atl. Rep., 249 38, 41 
 
 Fidelity Trust Co. v. Staten Island Clay Co., 70 N. J. Eq., 550 5. 105 
 
 Fifth Ward Savings Bank v. The First National Bank, 48 N. J. 
 
 Law, 513 -7 
 
 Finley ads. Finley Rubber Varnish & Enamel Co.. 32 Atl. Rep., 740 30 
 
 Finlev Rubber Varnish & Enamel Co. v. Finley, 32 Atl. Rep., 740 30 
 
 Firemen's Ins. Co. ads. McCarter, 73, Atl. Rep., 80, 414 9- 22 
 
 First National Bank ads. Fifth Ward Savings Bank, 48 N. J. 
 
 Law, 513 -^ 
 
 First National Bank ads. Receiver, 34 N. J. Eq., 450 90 
 
 First National Bank ads. Reeve, 54 N. J. Law, 208 29 
 
 First National Bank ads. Wright, 52 N. J. Eq., 392 61 
 
 First National Bank of Hightstown v. Christopher. 40 N. J. Law, 435- • 24 
 
 First Presbyterian Church ads. Worrell. 23 N. J. Eq., 96 3 
 
 Fisher ads. Empire State Trust Co., 67 N. J. Eq.. 602 88 
 
 Fitzgerald v. Maxim Powder Mfg. Co., 33 Atl. Rep.. 1064 104 
 
 Fitzgerald z' State Mutual Building & Loan Association, 69 Atl. 
 
 Rep.. 564 22.82.90,94
 
 XXIV TABLE OE CASES. 
 
 PAGE 
 
 Flahertj' v. Atlantic Lumber Co., 58 N. J. Eq., 467 27 
 
 Flanders ads. Canada- Atlantic & Plant S. S. Co., 145 Fed. Rep., 875... 26 
 
 Fleming v. Fleming Hotel Co., 69 N. J. Eq., 715 92 
 
 Fleming v. Reed, ^2 Atl. Rep., 299 72 
 
 Fleming Hotel Co. ads. Fleming, 69 N. J. Eq., 715 92 
 
 Fogg V. Ocean City, 74 N. J. Law, 362 12 
 
 Forrest ads. Woolwich, 2 N. J. Law, 107 17 
 
 Fort Waj'ne Electric Corporation v. Franklin Electric Light Co., 
 
 57 N. J. Eq., 7, 16 ; aff'd 58 Id., 543, 579 90 
 
 Fougeray v. Cord, 50 N. J. Eq., 185, 756 93 
 
 Fougeray ads. Laurel Springs Land Co., 50 N. J. Eq., 756; 57 
 
 Id; 318 29, 74, 89 
 
 Franklin Electric Light Co. ads. Fort Wayne Electric Corporation, 
 
 57 N. J. Eq., 7, 16; afif'd 58 Id., 543, 579 90 
 
 Franklinite Co. ads. Zinc Co., 13 N. J. Eq., 322 7 
 
 Freeholders of Mercer v. Pennsylvania R. R. Co., 41 N. J. Law, 
 
 250 ; 42 Id., 490 108, 1 1 1 
 
 Freeholders of Middlesex v. State Bank, 29 N. J. Eq., 268 ; aff'd 
 
 30 Id., 311 96, 106 
 
 Freeman v. Sea View Hotel Co., 57 N. J. Eq., 68 4, 82 
 
 Fries-Breslin Co. ads. Breslin, 70 N. J. Law, 274 8, 74 
 
 Frost V. Barnert, 56 N. J. Eq., 290 87 
 
 Fry V. Miles, 71 N. J. Law, 293 121 
 
 Fuller V. Hollander & Co., 61 N. J. Eq., 648 71 
 
 G. 
 
 Galbraith v. Building Association, 43 N. J. Law, 389 40 
 
 Galen Hall Co. ads. Bell Telephone Co., 72 Atl. Rep., 47 116 
 
 Gallagher v. Asphalt Co. of America, 67 N. J. Eq., 441 89 
 
 Garcin v. Trenton Rubber Mfg. Co., 60 Atl. Rep., 1098 71 
 
 Gardner v. Butler, 30 N. J. Eq., 702 24 
 
 Garrison v. Technic Electrical Co., 55 N. J. Eq., 708 27 
 
 Gaston v. American Exchange National Bank, 29 N. J. Eq., 98 60 
 
 Geer v. Amalgamated Copper Co., 61 N. J. Eq.. 364 76 
 
 Gerli ads. Richardson, 54 Atl. Rep., 438 88 
 
 German R. Church v. Von Puechelstein, 27 N. J. Eq., 30 2 
 
 Gibbs V. Craig, 58 N. J. Law, 661 38 
 
 Gilroy v. Somerville Woolen Mills. 67 N. J. Eq., 479 92 
 
 Ginthens ads. American Net & Twine Co., 21 N. J. L. J-, 190 116 
 
 Glenn ads. Fearing, y^, Fed. Rep., 1 16 26 
 
 Globe, &c., Association, Matter of, 135 N. Y.. 280 13 
 
 Glucose Sugar Refining Co. v. American Glucose Sugar Refining 
 
 Co., 22 N. J. L. J., 147 16 
 
 Goldmark v. Magnolia Metal Co., 65 N. J. Law, 341 IT7 
 
 Goldstein v. Ewing, 62 N. J. Eq., 69 65
 
 TABIvE OF CASKS. XXV 
 
 PAGF. 
 
 Goodell r. Union Association, 29 N. J. Eq., Z^ ^7 
 
 Goodheart v. Raritan Mining Co., 8 N. J. Eq^ 72, 89 
 
 Goodnow V. American Writing Paper Co., 72 N. J. Eq., 645; aff'd 
 
 69 Atl. Rep., 1014 18, 41, 53, 76 
 
 Goodwin ads. Millville Traction Co., 53 N. J. Eq., 448 27 
 
 Gorman-Wright Co. v. Wright, 134 Fed. Rep., 363 60 
 
 Gourley ads. Miller, 65 N. J. Eq., 237 4 
 
 Graham Button Co. v. Spielman, 50 N. J. Eq., 120; aff'd Id., 796 92, 96 
 
 Granite State Provident Association ads. Irwin, 56 N. J. Eq., 244 93 
 
 Grant ads. Tarbox, 56 N. J. Eq., I99 39 
 
 Grant Locomotive Works ads. Park, 40 N. J. Eq., 114; aff'd 45 
 
 Id., 244 75 
 
 Gray ads. Pryor, 70 N. J. Eq., 413 ; aff'd 72 Id., 436 88 
 
 Gray ads. Taylor, 59 N. J. Eq., 621 88, loi, 107 
 
 Great Bear Spring Co. ads. Bear Lithia Springs Co., 72 N. J. Eq., 871. '. 16 
 Great Eastern Telephone Co. ads. N. Y. & Eastern Telegraph & 
 
 Telephone Co., 69 Atl. Rep., 528 36, 37, 45, 78 
 
 Great White Spirit Co. ads. American Surety Co., 58 N. J. Eq., 
 
 . 526. . . 82, 84, 153 
 
 Green ads. Elizabethtown Gas Light Co., 49 N. J. Eq., 329 16 
 
 Green ads. Leo, 52 N. J. Eq., i ^o^ 
 
 Grev V. Newark Plank Road Co., 65 N. J. Law, 603 82 
 
 Griffing Iron Co., A. A., In re, 63 N. J. Law, 168; aff'd Id., 357. .. .21, 30. 31 
 
 Griswold ads. Taylor. 14 N. J. Law. 222 7 
 
 Groel V. United Electric Co. of N. J., 69 N. J. Eq.. 397; 70 Id.. 
 
 616 2. 78, III, IT'S, 117 
 
 Grosse Isle Hotel Co. v. I'Anson's Executors, 42 N. J. Law, 10; aff'd 
 
 43 7c!., 442 '^'■' 
 
 Guaranty Trust Co. v. Atlantic Coast Electric R. Co., 132 Fed Rep., 68. . 4 
 Guayaquil & Q. Ry. Co. ads. Andrews, 69 N. J. Eq., 211 ; aff'd 71 Id., 
 
 768 ; 72 Atl. Rep.. 934 ^8 
 
 Guild, Executor, v. PLirkcr, Receiver, 43 N. J. Law, 430 24 
 
 H. 
 
 Hackensack & N. Y. R. R. Co. ads. Zabriskie, 18 N. J. Eq., 178 10 
 
 Hackensack Water Co. v. DeKay, 36 N. J. Eq., 548 20, 28 
 
 Hackensack Water Co. ads. DeKay, 38 N. J. Eq., 158 29 
 
 Haight ads. State, 35 N. J. Law, 178; aff'd 36 Id., 471 4 
 
 Hall's Safe Co. ads. Herring-PIall-Marvin Safe Co., 208 U. S., 554 1° 
 
 Halsey ads. Ackerman, 37 N. J. Eq., 356 ; aff'd 38 Id., 501 2 
 
 Halsey Electric Generator Co. v. Assessors, 74 N. J. Law, 321 I50 
 
 Hamilton Rubber Co. ads. Whitehead, 52 N. J. Eq., 78 3 
 
 Hancock ads. N. J. Zinc Co., 63 N. J. Law, 506 mS 
 
 Hancock National Bank v. Farnum, 176 U. S., 640 130 
 
 Hankins v. Newell, 75 N. J. Law, 26 32, 58, 64
 
 XXVI TABLE OF CASES. 
 
 PAGE 
 
 Hankinson's Administrator ads. Vaughn, 35 N. J. Law, 79 3 
 
 Hardin v. Morgan, 70 N. J. Law, 484; afif'd 71 Id., 342 148 
 
 Haring ads. N. Y., L. E. & W. R. R. Co., 47 N. J. Law, 137 3 
 
 Harriman v. Northern Securities Co., 132 Fed. Rep., 464; 197 U. S., 
 
 ^44 93, 121 
 
 Harris v. Congress Hall Hotel Co., 70 Atl Rep., 330 29 
 
 Harrison ads. Mayor, 71 N. J. Law, 69 29 
 
 Hass ads. Security Insurance Co., 17 N. J. L. J., 374 in 
 
 Haughey ads. Honeyman, 66 Atl. Rep., 582 43, 76, 95 
 
 Hay ads. Den, 21 N. J. Law, 174 17 
 
 Hayes v. Pierson, 65 N. J. Eq., 353 24. 93, 95 
 
 Hebberd v. Southwestern Cattle Co., 55 N. J. Eq., 18 44, 45, 76 
 
 Helmes ads. Den. 3 N. J. Law, 600 17 
 
 Hclois Carbide Specialty Co. ads. Reed, 64 N. J. Eq., 231 75, 92 
 
 Hendershot ads Mills, 70 N. J. Eq., 258 6, 53, 88, 92, 113 
 
 Hendrickson v. Dwyer, 70 N. J. Law, 223 . 92 
 
 Hepburn ads. Northeastern Telephone & Telegraph Co., 72 N. J. 
 
 Eq., 7 4 
 
 Heppenheimer ads. See, 55 N. J. Eq., 240; aff'd 56 Id., 453; 69 
 
 fd., 36 42, 43, 7S. 77, 78 
 
 Heppenheimer ads. Singer Mfg. Co., 58 N. J. Law, 633 126 
 
 Herring-Hall-Marvin Safe Co. v. Hall's Safe Co., 208 U. S., 554 16 
 
 Hess V. Reick, 69 Atl. Rep., 1090 53 
 
 Hickman?/. Hickman Hose Co., 13 N. J. L. J., m 24 
 
 Hickman Hose Co. ads. Hickman, 13 N. J. L. J., in 24 
 
 Hilles 2;. Parrish, 14 N. J. Eq., 380 13, 26, 60, 70 
 
 Hinkle v. Camden Safe Deposit & Trust Co., 47 N. J. Eq., 333 103 
 
 Hitchcock ads. Midland R. R. Co.. 37 N. J. Eq., 549 5 
 
 Hoagland ads. Matthews, 48 N. J. Eq., 455 38,41 
 
 Hobart Trust Co. ads. Black, 64 N. J. Eq., 415; afif'd 65 Id., 769 34 
 
 Hoboken Building Association v. Martin, 13 N. J. Eq.. 427 7, 17, 63 
 
 Hoboken Printing & Pub. Co. ads. Bruning, 67 N. J. Law, 119 71 
 
 Hoboken Printing & Pub. Co. v. Kahn, 59 N. J. Law, 218 30 
 
 Hodge V. United States Steel Corporation, 64 N. J. Eq., 807 24 
 
 Hodgens v. United Copper Co., 67 Atl. Rep., 756 21, 71 
 
 Holcomb's Executors v. New Hope Del. Br. Co., 9 N. J. Eq., 457 87 
 
 Holiday ads. Richards, 92 Fed. Rep., 798 83, 87, 88 
 
 Holland Trust Co. ads. Polhemus. 59 N. J. Eq., 93 40 
 
 Hollander & Co. ads. Fuller, 61 N. J. Eq.. 648 71 
 
 Hollins V. American Union Electric Co.. 66 N. J. Eq., 457 43r 75 
 
 Holmes v. Sheridan. 65 Atl. Rep., 308 : aff'd 65 N. J. Eq., 765 88 
 
 Holt V. California Development Co., 161 Fed. Rep., 3 22 
 
 Home Insurance Co. ads. McGregor, 33 N. J. Eq., 181 34, 106 
 
 Home Telephone Co. ads. Morton Trust Co., 66 N. J. Eq., 106 4 
 
 Honduras Commercial Co. v. Assessors, 54 N. J. Law, 278 149 
 
 Honeyman v. Haughey, 66 Atl. Rep., 582 43, 76.95
 
 TABLE OF CASES. XXVll 
 
 P.\GE 
 
 Hood V. McNaiigbton. 54 N. J. Law, 425 41, 42, 43, 44, 92 
 
 Hooper v. California, 155 U. S., 648 115 
 
 Hoopes V. Basic Co., 69 N. J. Eq., 679 ; aff'd 72 Id., 426 92 
 
 Hope Mfg. Co. ads. Lanfman & Co., 54 N. J. Law, 70 3, 108 
 
 Hopper V. Lovejoy, 47 N. J. Eq., 573 92 
 
 Horn Silver Mininof Co. v. New York, 143 U. S., 305 iiS 
 
 Hoskins v. Seaside Ice Mfg. Co., 68 N. J. Eq., 476 100 
 
 Hubbard v. International Mercantile Agency, 68 N. J. Eq., 434 40 
 
 Hudson County Water Co. ads. McCarter, 70 N. J. Eq., 695 ; aff'd 
 
 2og U. S., 349 12 
 
 Hunt V. American Grocery Co., 80 Fed. Rep., 70; 81 Id., 532 7, 23 
 
 Hunterdon County Bank v. Nassau Bank, 17 N. J. Eq., 496 38 
 
 Hutcbinson v. Curtis and American Malting Co., 45 Misc. (N. Y.), 484. . 53 
 
 Huylar v. Cragin Cattle Co., 40 N. J, Eq., 392; 42 Id., 139 10, 71, 72 
 
 Hygea Brewing Co. v. Erie Railroad Co., 69 Atl. Rep., 981 11 1 
 
 I. 
 
 I'Anson's Executors ads. Grosse Isle Hotel Co., 42 N. J. Law, 10; 
 
 aff'd 43 Id., 442 44 
 
 Ikelheimer v. Consolidated Tobacco Co., 59 Atl. Rep., 363 4 
 
 Imperial Trustee Co. ads. McCarter, 72 N. J. Law, 42 9, 12 
 
 Inhabitants, &c., Alio way's Creek v. String, 10 N. J. Law, 323 17 
 
 Insurance Co. v. Moulin, 24 N. J. Law, 222 ; 25 Id., 57 no, in 
 
 Intercity Link R. Co. ads. Philadelphia & Camden Ferry Co., 73 N. J. 
 
 Law, 86 ; aff'd 74 Id., 594 48, 69 
 
 International Bank v. Faber, 86 Fed. Rep., 443 26 
 
 International Mercantile Agency ads. Hubbard, 68 N. J. Eq., 434 4° 
 
 International Silver Co. ads. O'Connor, 68 N. J. Eq., 67 ; aff'd 
 
 Id., 680 26, 39, 60 
 
 International Silver Co. ads. Thomas, 72 N. J. Eq., 224 59, 60 
 
 International Silver Co. v. Wm. H. Rogers, 72 N. J. Eq., 933 16, 17 
 
 International Silver Co. v. Wm. H. Rogers Corporation, 67 N. J. 
 
 Eq., 646 17 
 
 International Stoker Co. ads. Iserman, 72 N. J. Eq., 708 106 
 
 Interstate Telephone Co. ads. Reinhardt, 71 N. J. Eq., 70 90 
 
 Irick ads. Delaware & Atlantic R. R. Co., 23 N. J. Law, 321 38 
 
 Ironclad Rheostat Co. ads. Chapman, 62 N. J. Law, 497 8, 60 
 
 Irwin V. Granite State Provident Association, 56 N. J. Eq., 244 93 
 
 Iserman z: International Stoker Co., 72 N. J. Eq., 708 106 
 
 J. 
 
 Jackson ads. Cromwell, 53 N. J. Law, 656 39 
 
 Jack.son v. People's Bank, 9 N. J. Eq., 205 loi 
 
 Jacobs V. Mexican Sugar Co.. 130 Fed. Rep., 589 89 
 
 Jameson ads. Vail, 41 N. J. Eq., 648 ^7
 
 XXVlll TABI^K OF CASES. 
 
 PAGE 
 
 Jarvis Terminal Cold Storage Co. ads. Lenibeck, 68 N. J. Eq., 352; 
 
 69 Id., 450; aff'd 70 Id., 757; 69 Id., 781 loi, 105, 107 
 
 Jersey Central Traction Co. ads. Perrine, 70 N. J. Law, 168 12 
 
 Jersey City ads. Copper, 44 N. J. Law, 634 5 
 
 Jersey City ads. Jersey City Gaslight Co., 46 N. J. Law, 194 127 
 
 Jersey City v. North Jersey Street Ry. Co., 74 N. J. Law, 774 49, 103 
 
 Jersey City Forge Co. ads. Brahn, 38 N. J. Eq., 74 28 
 
 Jersey City Gaslight Co. v. Consumers' Gas Co., 40 N. J. Eq., 427 16 
 
 Jersey City Gaslight Co. v. Jersey City, 46 N. J. Law, 194 127 
 
 Jersey City Paper Co., In re, 69 N. J. Law, 594 64 
 
 Jersey City Water Supply Co. ads. Kelly, 74 N. J. Law, 734 27 
 
 Jessup V. Thomason, 68 N. J. Eq., 443 96 
 
 Jewett z'. Bauman, 27 N. J. Eq., 171 153 
 
 Johnson ads. Barnert, 15 N. J. Eq., 481 4 
 
 Johnson ads. Kean, 9 N. J. Eq., 401 15 
 
 Johnson ads. Lanning, 75 N. J. Law, 259 28 
 
 Johnson v. Tennessee Oil, &c., Co., 69 Atl. Rep., 788; y^ Id., 60. .42, 43, 45, 76 
 
 Johnston v. Jones, 23 N. J. Eq., 216 58, 63. 65 
 
 Jones ads. Johnston. 23 N. J. Eq.. 216 58, 63, 65 
 
 Joseph Dixon Crucible Co. ads. Linn, 59 N. J. Law, 28 92 
 
 K. 
 
 Kahn ads. Lloboken Printing & Pub. Co., 59 N. J. Law, 218 30 
 
 Kane v. Loder, 56 N. J. Eq., 268 4 
 
 Kavanaugh v. Commonwealth Trust Co., 64 Misc. (N. Y.), 303 25 
 
 Kcan -J. Davis, 21 N. J. Law, 683 29 
 
 Kean v. Johnson, 9 N. J. Eq., 401 15 
 
 Kean v. Union Water Co., 52 N. J. Eq., 813 65 
 
 Kearney v. Andrews, 10 N. J. Eq., 70 31 
 
 Keen ads. Bennett, 59 N. J. Eq., 634 28, 88, 92 
 
 Keen v. Maple Shade Land & Imp. Co., 63 N. J. Eq., 321 27, 82 
 
 Kelly V. Jersey City Water Supply Co., 74 N. J. Law, 734 27 
 
 Kelsey v. New England Street Ry. Co., 60 N. J. Eq., 230 26 
 
 Kempner ads. Leyner Engineering Works, 163 Fed. Rep., 605 43, 136 
 
 Kennedy ads. Boyd, 38 N. J. Law, 146 5 
 
 Ketcham ads. McCarter, 72 N. J. Law, 247 ; 74 Id., 825 20, 42, 44 
 
 Keystone Chemical Co. ads. Consolidated Coal Co., 54 N. J. Eq., 309- •• • lOo 
 King V. .A.mcrican Electric Vehicle Co., 70 N. J. Eq., 568... 107, 138, 148, 150 
 
 King V. Bedford Level, 6 East., 356 28 
 
 King v. Paterson & Hudson River Ry. Co., 29 N. J. Law, 504 74 
 
 Kinscla v. Cataract Bank, 18 N. J. Eq., 158 87 
 
 Kirkpatrick v. American Alkali Co., 135 Fed. Rep., 230; 140 Id., 
 
 i85 35, 42, 45. 106 
 
 Kirkpatrick v. Assessors. 57 N. J. Law, 53 92, 150 
 
 Kirkpatrick z'. Corning, 37 N. J. Eq., 54 qS
 
 TABLE OF CASES. XXIX 
 
 PAGE 
 Kirkpalrick v. Eastern Milling & Export Co., 135 Fed. Rep., 144, 
 
 146; aff'd 137 Id., 387 4, 27, 96 
 
 Kirkpatrick ads. Mallory, 54 N. J. Eq., 50 87 
 
 Kissel! ads. Siegman, 71 N. J. Eq., 123; aff'd 72 Id., 403 52 
 
 Knapp V. S. Jarvis Adams Co., 13,5 Fed. Rep., 1008 74 
 
 Knickerbocker Importation Co. v. Assessors, 74 N. J. Law, 
 
 583 12, 60. 67, 77, 150 
 
 Knickerbocker Investment Co. ads. Stokes, 70 N. J. Eq., 518 93 
 
 Knickerbocker Investment Co. v. Voorhees, 100 App Div. (N. Y.), 414.. 59 
 
 Knoop V. Bohmrich, 49 N. J. Eq., 82 ; aff'd 50 Id., 485 2 
 
 Koontz ads. Baltimore & Ohio R. R. Co., 104 U. S., 5 I3 
 
 Kountze v. Morris Aqueduct Co., 58 N. J. Law, 303 28 
 
 Kreitzman ads. Pennsylvania R. R. Co., 57 N. J. Law, 60 108 
 
 Krueger z'. Armitage, 58 N. J. Eq., 357 40 
 
 Kummerle ads. Shinn, 72 N. J. Eq., 828 88. 107 
 
 Kurtz ads. American Alkali Co., 134 Fed. Rep.. 663; aff'd 138 
 
 Id., 392 43 
 
 Kuser v. Wright, 52 N. J. Eq., 528 ; reversing Id., 392 28, 61 
 
 L. 
 
 Lake v. Ocean City, 62 N. J. Law, 160 ^9 
 
 Lake & River R. R. Co. ads. Atlas Railroad Supply Co., 134 Fed. 
 
 Rep., 503 ^" 
 
 Lakewood Gas Co. v. Smith. 62 N. J. Eq., 677 37 
 
 Lancaster ads. Wolf. 70 N. J. Law, 201 ii5, ii7 
 
 Land Filling 8z Imp. Co. ads. Booth, 68 N. J. Eq., 536 23 
 
 Land Title & Trust Co. v. American Asphalt Co., 114 Fed. Rep., 484. .. . 92 
 Land Title & Trust Co. z>. Asphalt Co. of America. 121 Fed. Rep., 
 
 587 ; s. c. 127 Id., I ^ 
 
 Land Title & Trust Co. v. Tatnall, 132 Fed. Rep., 305 5 
 
 Lang V. Lang's Executor, 57 N. J. Eq., 325 74 
 
 Lang's Executor ads. Lang, 57 N. J. Eq.. 325 74 
 
 Lanning v. Johnson, 75 N. J. Law, 259 28 
 
 Lanning ?'. Sisters of St. Francis, 35 N. J. Eq., 392 I7 
 
 Lanyon Zinc Co. ads. Blodgett. 120 Fed. Rep., 893 ^^^ 
 
 Earned ads. Randolph, 27 N. J. Eq., 557 ^°^ 
 
 Laufman & Co. z: Hope Mfg. Co., 54 N. J. Law, 70 3- loS 
 
 Laurel Springs Land Co. v. Fougeray, 50 N. J. Eq., 756; 57 Id-, 
 
 318 29.74.85 
 
 Lawton z;. Bedell, 71 Atl. Rep., 490 4, 24. 71, 74 
 
 Lea ads. Canadian Improvement Co.. 69 Atl. Rep., 455 ^° 
 
 Leggett V. N. J. Mfg. & Bkg. Co., i N. J. Eq., 54^ 3- 8. 28 
 
 Lehigh Coal & Navigation Co. v. Central R. R. Co. of N. J., 5 N. 
 
 J. L. J., 214; 29 N. J. Eq., 252 56, 92, 103. 104 
 
 Lehigh Valley R. R. Co. ads. Stewart, 38 N. J. Law, 505 23
 
 XXX TABLE OF CASKS. 
 
 PAGF, 
 Lehigh & Wilkesbarre Coal Co. v. Borough of Junction, 75 N. J. 
 
 Law, 922 127 
 
 Lehigh & Wilkesbarre Coal Co. v. Stevens & Condit Transp. 
 
 Co., 63 N. J. Eq., 107 100 
 
 Lembeck v. Jarvis Terminal Cold Storage Co., 68 N. J. Eq., 352; 69 
 
 Id., 450 ; aff'd 70 Id., 757 ; 69 Id., 781 loi, 105, 107 
 
 Lenhart & Hoffman v. American School Furniture Co., 32 N. J. L. J., 
 
 49 67, 108 
 
 Leo V. Green, 52 N. J. Eq., i loi 
 
 Leslie, In re, 58 N. J. Law, 609 61, 64 
 
 Lent ads. Parsons, 34 N. J. Eq., 67 70 
 
 Lewisohn ads. Old Dominion Copper Co., 136 Fed. Rep., 915; aff'd 
 
 148 Id., 1020; 210 U. S., 206 77' 7^ 
 
 Leyner Engineering Works v. Kempner, 163 Fed. Rep., 605 43, 136 
 
 Liberty Cut Glass Works ads. Stephany, 69 Atl. Rep., 967 3<J 
 
 Lillard V. Oil, Paint & Drug Co., 70 N. J. Eq., 197; 58 Atl. Rep.. 188.. .2, 24 
 
 Linn v. Joseph Dixon Crucible Co., 59 N. J. Law, 28 92 
 
 Lister Agricultural Chemical Works v. Selby, 68 N. J. Eq., 271 28 
 
 Little V. Bowers, 46 N. J. Law, 300 9 
 
 Liverpool Ins. Co. :,'. Oliver, 10 Wall., 566 115 
 
 Lloyd V. Pennsylvania Electric Vehicle Co., 72 Atl. Rep., 16 15. 35, 106 
 
 L. Martin Co. v. L. Martin & Wilckes Co., 71 Atl. Rep., 409; rev'd 
 
 72 Id., 294 16, 17 
 
 L. Martin & Wilckes Co. ads. L. Martin Co., 71 Atl. Rep., 409; rev'd 
 
 72 Id., 294 16. 17 
 
 Lock V. Repaupo Meadow Co., 57 Atl. Rep., 423 8 
 
 Lockport Felt Co. v. United Box Board & Paper Co., 70 Atl. 
 
 Rep., 980 92 
 
 Lodor ads. Kane, 56 N. J. Eq., 268 4 
 
 Loewenthal v. Rubber Reclaiming Co., 52 N. J. Eq., 440 6, 15, 22, 33 
 
 Loh V. Broadway Realty Co., 71 Atl. Rep., 1 12 27 
 
 Long Branch ads. N. J. Southern R. R. Co., 39 N. J. Law, 28 16 
 
 Long Branch Gas Co. ads. Drexel, 3 N. J. L. J., 250 39: 61 
 
 Longstreet ads. Crawford. 43 N. J. I,aw, 325 3 
 
 Looker v. Maynard, 179 U. S., 46 58 
 
 Losey ads. Mendham, 2 N. J. Law, 327 3-5 
 
 Loudenslager v. Woodbury Heights Land Co., 58 N. J. Eq., 556 78 
 
 Louis De Jonge & Co. v. Woodport Hotel & Land Co., 72 Atl. Rep., 
 
 439 29 
 
 Lovejoy ads. Hopper, 47 N. J. Eq., 573 9^ 
 
 Lovett ads. Faxon Co., 60 N. J. Law, 128 116 
 
 Lyle V. Staten Island Terra Cotta Lumber Co., 62 N. J. Eq., 797.... 104, 107 
 
 Mc. 
 
 McAlpin V. Universal Tobacco Co., 57 Atl. Rep., 802 29 
 
 McArthur Electric Mfg. Co. ads. McMullin, 68 Atl. Rep., 97 91
 
 TABLE OF CASKS. XXXI 
 
 PAGE 
 
 McBride v. Elmer, 6 N. J. Eq., 107 17 
 
 McCarter v. Firemen's Ins. Co., T2, Atl. Rep., 80, 414 9, 22 
 
 McCarter v. Hudson County Water Co., 70 N. J. Eq., 695 ; aff 'd 209 
 
 U. S., 349 12 
 
 McCarter v. Imperial Trustee Co., ^2 N. J. Law, 42 9, 12 
 
 McCarter v. Ketcham, "jz N. J. Law, 247 ; 74 Id., 825 20, 42. 44 
 
 McCarter v. Pitman, Glassbcro & Clayton Gas Co., 69 Atl. Rep., 211. .79, in 
 
 McCarter v. Vineland Light & Power Co., 70 Atl. Rep., 177 133 
 
 McClung ads. Blake, 172 U. S., 239 115 
 
 McCool ads. Oscillating Carousal Co., 35 Atl. Rep., 582 8, 18 
 
 McCormick ads. Middletown, 3 N. J. Law. 92 17 
 
 McCullough V. Merchants' Loan & Trust Co., 29 N. J. Eq., 217 95 
 
 McDermott v. Evening Journal Association, 43 N. J. Law, 488; aff'd 
 
 44 Id., 430 3. 30 
 
 McElrath ads. Broadway Bank, 13 N. J. Eq., 24 38, 41 
 
 McGregor v. Home Insurance Co., 33 N. J. Eq., 181 34, 106 
 
 McKay ads. Williams, 40 N. J. Eq.. 189 78 
 
 McKelway ads. Trenton Mutual Life Insurance Co., 12 N. J. 
 
 Eq.. 133 8 
 
 McManus-Kelly Co. v. Pope Mfg. Co., 70 Atl. Rep., 297 96 
 
 McMaster v. Drew, 68 Atl. Rep., 771 123 
 
 McMullin V. McArthur Electric Mfg. Co., 68 Atl. Rep., 97 91 
 
 McNaughton ads. Hood, 54 N. J. Law, 42S 4i, 42, 43. 44, 92 
 
 McNeely v. Woodrufif, 13 N. J. Law, 352 60 
 
 McNeil Shoe Co. ads. Nugent, 62 N. J. Eq., 583 5 
 
 M. 
 
 MaCxA.fee Co. ads. Fidelity & Casualty Co., T2 N. J. Eq., 279 98 
 
 Macaulay v. White Sewing Machine Co.. 9 Fed. Rep., 698 I53 
 
 MacMillan Co. v. Stewart, 69 N. J. Law, 212; aff'd Id., 676 20, 116 
 
 Madden ads. Central Consumers' Wine & Liquor Co., 68 Atl. 
 
 Rep., "JTJ 44 
 
 Maedcr v. Buffalo Bill's Wild West Co., 132 Fed. Rep., 280 71, 74 
 
 Magnolian Metal Co. ads. Goldmark, 65 N. J. Law, 341 117 
 
 Magowan ads. Bird, 43 Atl. Rep., 278 87, 88 
 
 Mahlenbrock ads. Delaware & Hudson Canal Co., 63 N. J. Law, 281 116 
 
 Mallory v. Kirkpatrick, 54 N. J. Eq., 50 87 
 
 Mallory ads. Stratford, 70 N. J. Law, 294 56, 64 
 
 Maloney ads. Siegman, 65 N. J. Eq., yj2 2 
 
 Malott ads. Voorhees, 69 Atl. Rep., 643 78 
 
 Manhattan. &c., Loan Association v. Massareli, 42 Atl. Rep., 284 116 
 
 Manhattan Mfg. Co. v. N. J. Stock Yard Co., 2Z N. J. Eq., 161 3 
 
 Manly Drive Co. ads. Overman, 71 Atl. Rep., 1125 zo 
 
 Manning ' v. Berdan, 135 Fed. Rep,. 159 40, 43' 78 
 
 Mansfield ads. State, 23 N. J. Law, 510 4, 8
 
 XXXll TABlvF, OF CASES. 
 
 PAGE 
 
 ^laple Shade Land & Imp. Co. ads. Keen, 63 N. J. Eq., 321 27, 82 
 
 Marburj' ads. Twin Ijck Oil Co., 91 U. S., 587 24 
 
 Marr v. Marr, 70 Atl. Rep., 375 24 
 
 Marsdcn ads. Stephany, 71 Atl. Rep., 598 24 
 
 Marsden Co. v. Assessors, 61 N. J. Law, 461 149 
 
 Martin v. Atlas Estate Co., 72 N. J. Eq., 416 3, 68, 69, 108 
 
 Martin ads. Hoboken Building Association, 13 N. J. Eq., 427 7, 17, 63 
 
 Martin Co. v. L. Martin & Wilckes Co., 71 Atl. Rep., 409; rev. 72 
 
 Id., 294 16, 17 
 
 Maryland Trust Co. v. National Mechanics Bank, 62, Atl. Rep., 70 60 
 
 Mason v. Pewabic Mining Co., 133 U. S., 50 134 
 
 Massareli ads. INIanhattan, &c., Loan Association, 42 Atl. Rep., 284 116 
 
 Mather's Son's Co., In re, 52 N. J. Eq., 607 92 
 
 Matter of Globe, &c.. Association, 135 N. Y., 280 13 
 
 Matthews v. Hoagland, 48 N. J. Eq., 455 38, 4 1 
 
 Mausert v. Feigenspan, 68 N. J. Eq., 671 27 
 
 Maxim Powder Mfg. Co. ads. Fitzgerald, 33 Atl. Rep., 1064 104 
 
 Maynard ads. Looker, 179 U. S., 46 58 
 
 Mayor v. Erie R. R. Co., 71 Atl. Rep., 620. 3 
 
 Mayor v. Harrison, 71 N. J. Law, 69 29 
 
 Mays Landing, &c., R. R. Co. ads. Camden & Atlantic R. R. Co., 
 
 48 N. J. Law, 530 8 
 
 Mechanics' National Bank v. Burnet Mfg. Co., 32 N. J. Eq.. 236 28, 65 
 
 Meley v. Whitaker, 61 N. J. Law, 602 96 
 
 Mendham v. Losey, 2 N. J. Law, 327 3-5 
 
 Mercantile Trust Co. v. United States Shipbuilding Co., 130 Fed. 
 
 Rep., 725 5 
 
 Merchants' Exchange Co. ads. Barry, i Sanford Ch. Rep. (N. Y.), 
 
 280 6 
 
 Merchants' Loan & Trust Co. ads. McCullough, 29 N. J. Eq., 217 95 
 
 Merchants' & Merchants' Sav. Fimd & Bldg. Association ads. 
 
 Silvers, 56 Atl. Rep., 294 io5 
 
 Merchants' National Bank of Boston v. Pennsylvania Steel Co., 
 
 57 N. J. Law, 336 "8 
 
 Merchantville Building & Loan Association ads. Sudbury, 57 N. J. 
 
 Eq., 342 ■ 24 
 
 Meredith v. N. J. Zinc & Iron Co., 55 N. J. Eq., 211; aff'd 56 Id., 
 
 454; 59 Id., 257; aff'd 60 Id., 445 18, 4% 77 
 
 Mersereau v. Mersereau Co., 51 N. J. Eq., 382 103 
 
 Mersereau Co. ads. Mersereau, 51 N. J. Eq., 382 103 
 
 MetropoHtan Rubber Co. v. Place, 147 Fed. Rep., 90 82 
 
 Metropolitan Telephone Co. v. Domestic Telegraph Co., 44 N. J. 
 
 Eq., 568 23, 24, 26 
 
 ? lexican Sugar Co. ads. Jacobs, 130 Fed. Rep., 589 89 
 
 Middletown v. McCormick, 3 N. J. Law, 92 I7
 
 TABLE OE CASES. XXXlll 
 
 PAGE 
 Middletown National Bank v. Toledo, Ann Arbor, &c., R. R. Co., 
 
 197 U. S., 394 43 
 
 Midland R. R. Co. i\ Hitchcock, 2,7 N. J. Eq., 549 5 
 
 Midland R. R. Co. ads. Tcrhune, 38 N. J. Eq., 423 16 
 
 Midland Ry. Co. ads. Coe, 31 N. J. Eq., 105 70 
 
 Miles ads. Fry, 71 N. J. Law, 293 121 
 
 Miller v. Audenried, 67 N. J. Eq., 252 ; aff'd 68 Id., 658 88 
 
 Miller v. Gourley, 65 N. J. Eq., 237 4 
 
 Miller ads. National Trust Co., 33 N. J. Eq., I55 8- 25 
 
 Miller v. Ratterman, 24 N. E. Rep., 496 34 
 
 Miller ads. Savage, 56 N. J. Eq., 432 25, 87 
 
 Mills V. Central R. R. Co. of N. J., 41 N. J. Eq., i 10 
 
 Mills V. Hendershot, 70 N. J. Eq., 258 6, 53- 88, 92, 1 13 
 
 Mills-Edisonia ads. Edison, 70 Atl. Rep., 191 16 
 
 Millville Imp. Co. ads. Bennett, 67 N. J. Law, 320 2, 27, 30, 74 
 
 Millville Insurance Co. ads. Doane, 45 N. J. Eq., 274 106 
 
 Millville T. action Co. v. Goodwin, 53 N. J. Eq., 448 ^7 
 
 Minchin v. Second National Bank, 36 N. J. Eq., 436 96 
 
 Mingin v. Alva Glass Mfg. Co., 55 N. J. Eq., 463 104 
 
 MinshuU v. New Jersey Terminal R. R. Co., 71 Atl. Rep., 663 27 
 
 Mitchell V. Rubber Reclaiming Co., 24 Atl. Rep., 407 72 
 
 Mitchell V. United Box Board & Paper Co., 72 N. J. Eq., 580 15. 24 
 
 M'Kown ads. Shotwell, 5 N. J. Law, 973 29 
 
 Moeller ads. Barry, 68 N. J. Eq., 483 24, 53 
 
 Monroe Mfg. Co. ads. Parsons, 4 N. J. Eq., 187 89, 91 
 
 Montclair v. N. Y. &l Greenwood Lake Ry. Co., 45 N. J. Eq., 436 10, 15 
 
 Montclair Military Academy v. Assessors, 65 N. J. Law, 516 12 
 
 Montgomery v. Phillips, 53 N. J. Eq., 203 25, 87 
 
 Moore ads. Clevenger, 71 N. J. Law, 148 43- ii3 
 
 Morgan ads. Hardin, 70 N. J. Law, 484 ; afif' d 71 Id., 342 148 
 
 Morgan-Gardner Electric Co. ads. Brush Creek Coal & Mining Co., 
 
 136 Fed. Rep., 505 ^" 
 
 Morris Aqueduct Co. ads. Kountze, 58 N. J. Law, 303 28 
 
 Morris Canal & Banking Co. ads. Willink, 4 N. J. Eq., 377 9^ 
 
 Morris & Essex R. R. Co. v. Commissioners, &c., 2>7 N. J. Law, 228. .. . 10 
 
 Morton ads. Brown, 71 N. J. Law, 26 18. 43 
 
 Morton v. Stone Harbor Imp. Co., 44 Atl. Rep., 875 96 
 
 Morton v. Timken, 48 N. J. Law, 87 40 
 
 Morton Trust Co. -j. Home Telephone Co., 66 N. J. Eq., 106 4 
 
 Moses ads. Van Waggoner, 26 N. J. Law, 570 97 
 
 Moulin V. Insurance Co.. 24 N. J. Law, 222; 25 Id., 57 iio- "^ 
 
 Mount Holly Turnpike Co. v. Ferree, 17 N. J. Eq., 117 ^8 
 
 M. Redgrave Co. v. Redgrave, 71 Atl. Rep., 147 ^^ 
 
 Mulford ads. Baptist Church, 8 N. J. Law, 182 3 
 
 Mulhearn v. Press Publishing Co., 53 N. J. Law, 150, I53 i^O- "^ 
 
 Munger Vehicle Tire Co., In re, 159 Fed. Rep., 901 82. 154
 
 XXXIV TABLi; OF CASES. 
 
 PAGi, 
 
 ]\Iural Decoration Co. ads. Spader, 47 N. J. Eq.. 18 100 
 
 Murray ads. Thompson-Houston Electric Co., 60 N. J. Law, 20 81 
 
 Mutual Match Co. ads. Sivin, 72 N. J. Eq., 577 44 
 
 N. 
 
 Nassau Bank v. Brown, 30 N. J. Eq., 478 46 
 
 Nassau Bank ads. Hunterdon County Bank, 17 N. J. Eq., 496 2)^ 
 
 Nassau Phosphate Co., 2 Ch. Div., 610 13 
 
 National Bank of Oxford ads. Whitman, 176 U. S., 559 136 
 
 National Bank of the Republic v. Young, 41 N. J. Eq., 531 8 
 
 National Biscuit Co. ads. O'Hara, 69 N. J. Law, 198 56 
 
 National Condensed Milk Co. v. Brandenburgh, 40 N. J. Law, 11 1 no 
 
 National Docks R. R. Co. v. Central R. R. Co. of N. J., 32 N. J. 
 
 Eq., 755 16 
 
 National Lead Co. v. Dickinson, 70 N. J. Law, 596; afif'd 72 Id., 313. .. . 130 
 
 National Mechanics Bank ads. Maryland Trust Co., 63 Atl. Rep., 70 60 
 
 National Salt Co. ads. Strickland, 72 N. J. Eq., 170 77 
 
 National State Bank of Camden ads. Consolidated Coal Co., 55 
 
 N. J. Eq., 800 107 
 
 National Trust Co. z'. Miller, 33 N. J. Eq., 155 8, 25 
 
 National Wall Paper Co. ads. Washburn, 81 Fed. Rep., 17 77 
 
 National Window Glass Jobbers' Association ads. Edwards, 58 Atl. 
 
 Rep., 527 ; 68 Id., 800 9, 81, 84, 95, 107 
 
 Neilson v. Russell, 71 Atl. Rep., 286 38, 127 
 
 Newark ads. Domestic Telegraph & Telephone Co., 49 N. J. Law, 
 
 344 12 
 
 Newark ads. State, 25 N. J. Law, 315 4 
 
 Newark Brass Works v. Assessors, 63 N. J. Law, 50D 148 
 
 Newark Library Association, In re, 64 N. J. Law, 217, 265 11, 15 
 
 Newark Machine Co. ads. Bedford, 16 N. J. Eq., 117 86, 104 
 
 Newark Plank Road Co. ads. Grey, 65 N. J. Law, 603 82 
 
 Newark Savings Institution ads. Una, 46 Atl. Rep., 660 92 
 
 Newell ads. Hankins, 75 N. J. Law, 26 32. 58, 64 
 
 New England Street Ry. Co. ads. Kelsey, 60 N. J. Eq., 230 26 
 
 Newfoundland R. R. Construction Co. v. Schack, 40 N. J. Eq., 222.... 84, 91 
 
 New Hope Del. Br. Co. ads. Holcomb's Executors, 9 N. J. Eq., 457 87 
 
 N. J. Hedge Co. v. Craig, 51 N. J. Law, 437 127 
 
 N. J. Insurance Co. ads. Rogers, 8 N. J. Eq., 167 38, 143 
 
 N. J. Midland Ry. Co. v. Strait, 35 N. J. Law, 322 44-45 
 
 N. J. Mfg. & Bkg. Co. ads. Leggett, i N. J. Eq., 54i 3, 8, 28 
 
 N. J. Pottery Co. ads. Stokes, 46 N. J. Law, 237 27, 28 
 
 N. J. Southern R. R. Co. v. Long Branch, 39 N. J. Law, 28 t6 
 
 N J. Southern R. R. Co. v. R. R. Commissioners, 41 N. J. Law, 235 92 
 
 N. J. Stock Yard Co. ads. Manhattan Mfg. Co., 23 N. J. Eq., 161 3 
 
 N. J. Terminal R. R. Co. ads. Minshull. 71 Atl. Rep., 663 27
 
 table; of casks. xxxv 
 
 PAGE 
 
 N. J. Trust & Safe Deposit Co. v. Bodine, 60 Atl. Rep., 387 38 
 
 N. J. Zinc Co. V. Hancock, 63 N. J. Law, 506 148 
 
 N. J. Zinc & Iron Co. ads. Meredith, 55 N. J. Eq., 211; aff'd 56 Id., 
 
 454; 59 Id., 257; aff'd 60 Id., 44S 18, 49, 77 
 
 Newlin ads. Cord, 71 N. J. Law, 438 4i 
 
 New Sombrero Phosphate Co. ads. Erlanger, 3 App. Cases, 12 18; 
 
 6 Eng. Rul. cases, 777 78 
 
 New York ads. Horn Silver Mining Co., 143 U. S., 305 I'fS 
 
 N. Y. File & Sharpening Co., In re, 43 N. J. Eq., 413 ^53 
 
 N. Y., L. E. & VV. R. R. Co. v. Haring, 47 N. J. Law, 137 3 
 
 N. Y., N. H. & H. R. R. Co. ads. Carroll, 65 N. J. Law, 124 no 
 
 N. Y. & Eastern Telegraph & Telephone Co. v. Great Eastern Tele- 
 phone Co., 69 Atl. Rep., 528 36, Z7' 45. 78 
 
 N. Y. & Greenwood Lake Ry. Co. ads. Montclair, 45 N. J. Eq., 436 10, 15 
 
 N. Y. & N. J. Telephone Co. ads. Rumsey, 49 N. J. Law, 322 2 
 
 Nichols V. Perry Patent Arm Co., 11 N. J. Eq., 126 89 
 
 Nickolson v. Wheeling, L. E. & P. Coal Co., no Fed. Rep., 
 
 105 17, 65, 69. 92 
 
 Nixon ads. Volney, 68 N. J. Eq., 605 11 
 
 Nixon ads. Voorhees, 72 N. J. Eq., 79i ; aff'd 69 Atl. Rep., 643 4, 28 
 
 Norfolk, cSic, R. R. Co. v. Pennsylvania, 136 U. S., n4 ns 
 
 North American Co. ads. Rothermel, 18 N. J. L. J., 273 71 
 
 North Jersey Street Ry. Co. ads. Jersey City, 74 N. J. Law, 774 49. I03 
 
 North River Construction Company's Case, 38 N. J. Eq., 433 103 
 
 North River Meadow Co. v. Christ Church, 22 N. J. Law, 424 7'^ 
 
 Northeastern Telephone & Telegraph Co. v. Hepburn, 72 N. J. Eq., 7- • 4 
 Northern Securities Co. ads. Continental Securities Co., 66 N. J. 
 
 Eq., 274 ^^ 
 
 Northern Securities Co. ads. Harriman, 132 Fed. Rep., 464; 197 
 
 u. s., 244 93. 121 
 
 Northern Securities Co. ads. United States, 120 Fed. Rep., 721 ; aff'd 
 
 193 U. S., 197 '^ 
 
 Norton v. Berlin Iron Bridge Co., 51 N. J. Law, 442 108, no, ni 
 
 Norton Construction Co. v. Assessors, 53 N. J. Law, 564 15° 
 
 Nugent V. McNeil Shoe Co., 62 N. J. Eq., 583 5 
 
 O. 
 
 Oakley ads. American Insurance Co., 9 Paige (N. Y.), 496 27 
 
 Oakley v. Paterson Bank, 2 N. J. Eq., I73 ^9 
 
 Ocean City ads. Fogg, 74 N. J. Law, 362 i- 
 
 Ocean City ads. Lake, 62 N. J. Law, 160 ^9 
 
 O'Connor v. International Silver Co.. 68 N. J. Eq., 67; aff'd Id.. 
 
 680 26,39.60 
 
 Odd Fellows' Mutual Life Insurance Co. ads. Stewart, 12 N. J. 
 
 L. J., no ^7,21
 
 XXXVl TABLE OF CASES. 
 
 PAGE 
 
 O'Grady v. U. S. Independent Telephone Cc, 71 Atl. Rep., 1040 59, 91 
 
 O'Hara v. National Biscuit Co., 69 N. J. Law, 198 •. 56 
 
 Oil. Paint & Drug Co. ads. Lillard, 70 N. J. Eq., 197; 58 Atl. Rep., 
 
 18S 2, 24 
 
 Old Dominion Copper Co. v. Bigelovv, 188 Mass., 315 jj 
 
 Old Dominion Copper Co. ads. Bigelow, 71 Atl. Rep., 153 78 
 
 Old Dominion Copper Co. v. Lewisohn, 136 Fed. Rep., 915; aff'd 
 
 148 Id., 1020; 210 U. S., 206 77, 78 
 
 Old Dominion Copper Co. ads. Pierce, 67 N. J. Eq., 399 ; 72 Id., 595 ; 
 
 aff'd 70 Atl. Rep., iioi 89, 92 
 
 Olden ads. Van Doren, 19 N. J. Eq., 176 74 
 
 Oliver ads. Liverpool Ins. Co., 10 Wall, 566 115 
 
 Oliver v. Rahway Ice Co., 64 N. J. Eq., 596; 61 Atl. Rep., 901.. 5, 24, 29, 60 
 
 Oregon Ry. Co. v. Oregonian Ry. Co., 130 U. S., i 15 
 
 Oregonian Ry. Co. ads. Oregon Ry. Co., 130 U. S., i 15 
 
 Orient Insurance Co. v. Daggs, 172 U. S., 557 115 
 
 Osborne z'. Tunis, 25 N. J. Law, 633 3 
 
 Oscillating Carousal Co. v. McCool, 35 Atl. Rep., 582 8, 18 
 
 Ott v. Sutcliffe, 60 Atl. Rep., 965 5 
 
 Otto ads. Regina Music Box Co., 65 N. J. Eq., 582; aff'd 68 Id., 801. .. . 88 
 
 Overman v. Manly Drive Co., 71 Atl. Rep., 1125 30 
 
 Overton ads. State, 24 N. J. Law, 435 6, 7 
 
 Owen & Co. v. Storms & Co., 72 Atl. Rep., 441 9 
 
 Oxford Iron Co. ads. Delaware, Lackwanna & Western R. R. Co., 
 
 38 N. J. Eq., 340 61 
 
 P. 
 
 Pacific Packing & Navigation Co. ads. Colonial Trust Co., 124 Fed. 
 
 Rep., 298 95. 105 
 
 Palm Brothers Co. ads. Fechteler, 133 Fed. Rep., 462 8, 18 
 
 Pari: v. Grant Locomotive Works, 40 N. J. Eq., 114; affVl 45 Id., 244. ... 75 
 
 Parke, Davis & Co. 7;. Roberts, 171 U. S., 658 115 
 
 Parker ads. Tierney, 58 N. J. Eq., 117 40 
 
 Parker v. Washoe Mfg. Co., 49 N. J. Law, 465 3 
 
 Parker Mercantile Co. ads. Puster, 64 N. J. Eq., 599; 70 Id.. 771 in 
 
 Parker, Receiver, ads. Guild, Executor, 43 N. J. Law, 430 24 
 
 Parrish ads. Hilles, 14 N. J. Eq., 380 13. 26, 60, 70 
 
 Parsell Pearl Button Co. ads. Van Steenberg, 19 N. J. L. J., 149, 151- -86, 97 
 
 Parsons v. Leut, 34 N. J. Eq., 67 7° 
 
 Parsons 7j. Monroe Mfg. Co., 4 N. J. Eq., 187 89, 91 
 
 Passaic, &c.. Society ads. State, 54 N. J. Law, 260 3 
 
 Passaic Water Co. v. Paterson, 56 N. J. Law, 471 126 
 
 Paterson ads. Passaic Water Co., 56 N. J. Law, 471 126 
 
 Paterson Bank ads. Oakley, 2 N. J. Eq., 173 89 
 
 Paterson Gas Co. ads. Receivers, 23 N. J. Law, 291 87
 
 TABivE OF CASES. xxxvii 
 
 PAGE 
 
 Paterson & Hudson River Ry. Co. ads. King, 29 N. J. Law, 504 74 
 
 Paterson Mach. Co. ads. Brundred, 4 N. J. Eq., 294 89 
 
 Paterson & Passaic Gas & Electric Co. v. Assessors, 69 N. J. Law, 
 
 1 16 ; aff'd 70 Id., 825 149 
 
 Pattberg v. Pattberg & Brothers, 55 N. J. Eq., 604 99, 107 
 
 Pattbcrg & Brothers ads. Pattberg, 55 N. J. Eq., 604 99, 107 
 
 Paul V. Virginia, 8 Wall, 168 115 
 
 Paxson z'. Sweet, 13 N. J. Law, 196 7 
 
 Peck Brothers Co. ads. Peck Brothers & Co., 51 C. C. A., 251; 113 
 
 Fed. Rep., 291; aff'd 187 U. S., 643 16 
 
 Peck Brothers & Co. t: Peck Brothers Co., 51 C. C. A., 251; 113 
 
 Fed. Rep., 291 ; afif'd 187 U. S., 643 16 
 
 Pembina, &c., Mining Co. v. Pennsylvania, 125 U. S., 181 115 
 
 Penn Cordage Co. ads. Reilly, 58 N. J. Eq., 459 102 
 
 Pennsylvania ads. Norfolk, &c., R. R. Co., 136 U. S., 114 115 
 
 Pennsylvania ads. Pembina, &c.. Mining Co., 125 U. S., 181 115 
 
 Pennsylvania Electric Vehicle Co. ads. Lloyd, 72 Atl. Rep., 16. ...15, 35, 106 
 Pennsylvania R. R. Co. ads. Central R. R. Co. of N. J., 31 N. J. 
 
 Eq., 475 13, 18 
 
 Pennsylvania R. R. Co. ads. Freeholders of Mercer, 41 N. J. Law, 
 
 250 ; 42 Id., 490 108, 1 1 1 
 
 Pennsylvania R. R. Co. v. Kreitzman, 57 N. J. Law, 60 108 
 
 Pennsylvania R. R. Co. ads. Roake, 70 N. J. Law, 494 in 
 
 Pennsylvania Steel Co. ads. Merchants' National Bank of Boston, 
 
 57 N. J. Law, 336 118 
 
 Pensauken Tp. ads. Delaware & Atlantic Telegraph & Telephone 
 
 Co., 116 Fed. Rep., 910 115 
 
 People's Bank ads. Jackson, 9 N. J. Eq., 205 loi 
 
 People's Lisurance Co. v. Westcott, 14 Gray, 440 33 
 
 People's Investment Co. v. Assessors, 66 N. J. Law, 175 148, 151. ^57 
 
 Perkins ads. Schmidt, 74 N. J. Law, 785 87 
 
 Perkins v. Trinity Realty Co., 69 N. J. Eq., 723 5 aff'd 71 Id., 304 8 
 
 Perrine v. Jersey Central Traction Co., 70 N. J. Law, 168 12 
 
 Perrine ads. Trenton Mutual Life Insurance Co., 23 N. J. Law, 402 3 
 
 Perry Patent Arm Co. ads. Nichols, ll N. J. Eq., 126 89 
 
 Perth Amboy Shipbuilding, &c., Co. ads. Barrett, 67 Atl. Rep., 757 88 
 
 Pewabic Mining Co. ads. Mason, 133 U. S., 50 I34 
 
 Philadelphia & Camden Ferry Co. v. Intercity Link R. Co., ~s N. 
 
 J. Law, 86; aff'd 74 Id., 594 48, 69 
 
 Philadelphia, &c., R. R. Co. ads. Braddock, 45 N. J. Law, 363 44 
 
 Philadelphia Worsted Co. ads. Cooper, 68 N. J. Eq., 622 14 
 
 Phillips v. Crosby, 70 N. J. Law, 785 40 
 
 Phillips ads. Montgomery, 53 N. J. Eq., 203 25, 8/ 
 
 Phoenix Iron Co. v. Commonwealth, 113 Penna. 563; 6 Atl. Rep., 75---- 7" 
 
 Phonograph Co. v. Assessors, 54 N. J. Law, 430 150
 
 xxxviii table; of cases. 
 
 PAGE 
 Pierce v. Old Dominion Copper Co., dy N. J. Eq., 399; 72 Id., 595; 
 
 aff'd 70 Atl. Rep., iioi 89, 92 
 
 Pierson ads. Hayes, 65 N. J. Eq., 353 24, 93, 95 
 
 Pirn ads. Warren, 66 N. J. Eq., 353 59 
 
 Pipe Line Co. v. Berry, 52 N. J. Law, 308; aff'd 53 Id., 212 126, 149 
 
 Pitman, Glassboro & Clayton Gas Co., ads. McCarter, 69 Atl. Rep., 
 
 211 79,111 
 
 Pittsburg Plate Glass Co. ads. Barr, 57 Fed. Rep., 86 24 
 
 Place ads. Metropolitan Rubber Co., 147 Fed. Rep., 90 82 
 
 Plaquemines Tropical Fruit Co. v. Buck, 52 N. J. Eq., 219 22, 78 
 
 Polhemus v. Holland Trust Co., 59 N. J. Eq., 93 40 
 
 Pope Mfg. Co. ads. McManus-Kelly Co., 70 Atl. Rep., 297 96 
 
 Porch V. Agnew Co., 66 N. J. Eq., 232; aff'd 67 Id., j^y; 70 Id., 328; 
 
 aft"'d 71 Id., 305 24, 87, 102 
 
 Porpoise Fishing Co. ads. Bergen, 42 N. J. Eq., 397 5 
 
 Potts ads. Downing, 23 N. J. Law, 66 2,7, 45, 56, 59, 62 
 
 Prall V. Tilt, 28 N. J. Eq., 479 38 
 
 Press Publishing Co. ads. Mulhearn, 53 N. J. Law, 150, 153 no. in 
 
 Pressed Steel Car Co. ads. Rubino, 53 Atl. Rep., 1050 25, TJ 
 
 Princeton Bank v. Crozer, 22 N. J. Law, 383 143 
 
 Princeton Lighting Co. ads. Burlington City L. & T. Co., 72 N. J. 
 
 Eq., 891 126 
 
 Princeton Lighting Co. ads. Squire, 72 N. J. Eq., 883 96, 97, 107 
 
 Printing Co. v. Assessors, 51 N. J. Law, 75 150 
 
 Pronick v. Spirits Distributing Co., 58 N. J. Eq., 97 15 
 
 Prudential Insurance Co. ads. Robotham, 64 N. J. Eq., dy}, 81 
 
 Pryor v. Gray, 70 N. J. Eq., 413 ; aff'd 72 Id., 436 88 
 
 Public Service Corp. of N. J. ads. American Lighting Co., 132 Fed. 
 
 Rep., 794 8 
 
 Puster V. Parker Mercantile Co., 64 N. J. Eq., 599; 70 Id., 771 in 
 
 Q. 
 
 Quimby ads. Waters, 27 N. J. Law, 296; aff'd 28 Id., 533 46, 81, 113 
 
 Quimby Co. ads. Dimmick, 21 N. J. L. J., 339 107 
 
 R. 
 
 Rabe v. Dunlap, 51 N. J. Eq., 40 8, 11, i5 
 
 Rafferty, Receiver, v. Bank of Jersey City, Zi N. J. Law, 368 20 
 
 Rahway Ice Co. ads. Oliver, 64 N. J. Eq., 596; 61 Atl. Rep., 901. .5, 24,29,60 
 
 Rahway White Rubber Co. ads. Wells, 19 N. J. Eq., 402 23,29,72.87 
 
 Railroad Commissioners ads. N. J. Southern R. R. Co., 41 N. J. Law, 
 
 235 92 
 
 Railway Co. ads. Brokaw, 23 N. T. Law, 328 3 
 
 i\ailway Co. ads. State, 23 N. J. Law, 360 3
 
 TABLE OF CASES. XXXIX 
 
 PAGE 
 
 Railway Co. ads. Vance, 32 N. J. Law, 334 3 
 
 Randolph v. Larned, 27 N. J. Eq., 557 102 
 
 Raritan Mining Co. ads. Goodheart, 8 N. J. Eq., 73 89 
 
 Raritan Woolen Mills ads. Einstein, 70 All. Rep., 295 10, 15, 34, 48, 50 
 
 Ratterman ads. Miller, 24 N. E. Rep., 496 34 
 
 Raub V. Blairstown Creamery Association, 56 N. J. Law, 262 3, 28 
 
 Rawnsley v. Trenton Mutual Life Insurance Co., 9 N. J. Eq., 95. 
 
 347 84.89 
 
 Raymond v. United States Steel Corporation, 63 N. J. Eq., 830 36 
 
 Raynolds v. Diamond Mills Paper Co., 69 N. J. Eq., 299 74 
 
 Receiver v. First National Bank, 34 N. J. Eq., 450 96 
 
 Receiver v. Spielmann, 50 N. J. Eq., 796 92 
 
 Receivers v. Paterson Gas Co., 23 N. J. Law, 291 87 
 
 Receivers of Bank of Nevv' Brunswick ads. State Bank, 3 N. J. 
 
 Eq., 266 87, 106 
 
 Reckless ads. Western National Bank, 96 Fed. Rep., 70 136 
 
 Redgrave ads. M. Redgrave Co., 71 Atl. Rep., 147 18 
 
 Redgrave Co. v. Redgrave, 71 Atl. Rep., 147 18 
 
 Redmond v. Dickerson, 9 N. J. Eq., 507 25 
 
 Reed ads. Fleming, 72 Atl. Rep., 299 72 
 
 Reed v. Helois Carbide Specialty Co., 64 N. J. Eq., 231 75, 92 
 
 Reeve v. First National Bank, 54 N. J. Law, 208 29 
 
 Regina Music Box Co. v. Otto, 65 N. J. Eq., 582 ; aff'd 68 Id., 801 88 
 
 Reick ads. Hess, 69 Atl. Rep., 1090 53 
 
 Reilly v. Absecon Land Co., 71 Atl. Rep., 248 37, 39 
 
 Reilly v. Penn Cordage Co., 58 N. J. Eq., 459 102 
 
 Reinhardt v. Interstate Telephone Co., 71 N. J. Eq., 70 90 
 
 Remington Automobile & Motor Co., In re, 139 Fed. Rep., 766; 153 
 
 Id., 345 43, 77 
 
 Reliance Steel Foundry Co. ads. Falaenau, 69 Atl. Rep., 1098 116 
 
 Repaupo Meadow Co. ads. Lock, 57 Atl. Rep., 423 8 
 
 Rich Hill Bank ads. Vandagrift, 163 Fed. Rep.. 823 80 
 
 Richards v. Dover, 61 N. J. Law, 400 12 
 
 Richards v. Holiday, 92 Fed. Rep., 798 83, 87, 88 
 
 Richardson v. Gerli, 54 Atl. Rep., 438 88 
 
 Riley v. Clarendon Oil & Refining Co.. 20 N. J. L. J., 246 95 
 
 R. M. Owen & Co. v. Storms & Co., 72 Atl. Rep., 441 9 
 
 Roake v. Pennsylvania R. R. Co., 70 N. J. Law, 494 ^^^ 
 
 Roberts ads. Parke, Davis & Co., 171 U. S-. 658 ii5 
 
 Robotham v. Prudential Insurance Co., 64 N. J. Eq., 673 81 
 
 Rogers ads. Bergen, 67 Atl. Rep., 290 ; afif'd 70 Id., iioo 27, 88 
 
 Rogers ads. International Silver Co., 72 N. J. Eq., 933 16, 17 
 
 Rogers v. N. J. Insurance Co., 8 N. J. Eq., 167 38. I43 
 
 Rogers Corp. ads. International Silver Co., 67 N. J. Eq.. 646 17 
 
 Rohlffs ads. State. 19 Atl. Rep.. 1099 81 
 
 Rosenbaum v. United States Credit System Co., 61 N. J. Law, 543 ^oo
 
 xl TABLE OF CASES. 
 
 PAGE 
 
 Rosenfeld v. Einstein, 46 N. J. Law, 479 70 
 
 Rothermel v. North American Co., 18 N. J. L. J., 273 71 
 
 Rubber Reclaiming Co. ads. Loewenthal, 52 N. J. Eq., 440 6, 15, 22, 33 
 
 Rubber Reclaiming Co. ads. Mitchell, 24 Atl. Rep., 407 72 
 
 Rnbino v. Pressed Steel Car Co., 53 Atl. Rep., 1050 25, 77 
 
 Rum.sey v. N. Y. & N. J. Telephone Co., 49 N. J. Law, 322 2 
 
 Rural Homestead Co. v. Wildes, 54 N. J. Eq., 668 76, 77 
 
 Russell ads. Cone, 48 N. J. Eq., 208 59 
 
 Russell ads. Dixon, 7:^ Atl. Rep., 51 38 
 
 Russell & Erwin Mfg. Co. v. Faitoute Hardware Co., 62 Atl. Rep., 421. . 88 
 Russell ads. Neilson, 71 Atl. Rep., 286 38, 127 
 
 S. 
 
 St. Lawrence Steamboat Co., In re Election of, 44 N. J. Law, 
 
 529 32, 56, 60, 61, 62, 64 
 
 St. Patrick's Alliance of America v. Byrne, 59 N. J. Eq., 26 16, 64 
 
 St. Philip Neri ads. Crossley. 74 N. J. Law, 653 27 
 
 Safford z'. Barber, 70 Atl. Rep., 371 39 
 
 Saunders v. Adams Express Co., 71 N. J. Law, 270; aff'd Id., 520 108 
 
 Savage v. Ball, 17 N. J. Eq., 142 59 
 
 Savage v. Miller, 56 N. J. Eq., 432 25, 87 
 
 Savings Bank ads. Van Wagenen, 10 N. J. Eq., 13 87 
 
 Schack ads. Newfoundland R. R. Construction Co., 40 N. J. Eq., 222. .84, 91 
 
 Schell V. Alston Mfg. Co., 149 Fed. Rep., 439 2)7 
 
 Schlag ads. Bickley, 46 N. J. Eq., 533 42, 76 
 
 Schmidt V. Perkins, 74 N. J. Law, 785 87 
 
 Schoenfeld v. American Can Co., 55 Atl. Rep., 1044 53 
 
 Schultze V. Van Doren, 64 N. J. Eq., 465; aff'd 65 Id., 764 5, 70 
 
 Schwartz & Gray, In re, 72 Atl. Rep., 70. 32, 56 
 
 Schwartzwalder v. Tegen, 58 N. J. Eq., 319 33 
 
 Seacoast Railroad Co. v. Wood, 65 N. J. Eq., 530 78 
 
 Searing ads. Arnold, 67 Atl. Rep., 831 2, 78 
 
 Seaside Ice Mfg. Co. ads. Hoskins, 68 N. J. Eq., 476 100 
 
 Sea View Hotel Co. ads. Freeman, 57 N. J. Eq., 68 4, 82 
 
 Second National Bank ads. Minchin, 36 N. J. Eq., 436 96 
 
 Security Insurance Co. v. Hass, 17 N. J. L. J., 374 m 
 
 Security Trust Co. ads. Tate, 63 N. J. Eq., 559 29 
 
 See V. Heppenhcimer, 55 N. J. Eq., 240; aff'd 56 Id., 453; 
 
 69 Id., 36 42, 43. 75, 77, 78 
 
 Selby ads. Lister Agricultural Chemical Works. 68 N. T. Eq., 271 28 
 
 Sewell V. East Cape May Beach Co., 50 N. J. Eq., 717 7, 75 
 
 Sheldon v. Dunlap, 16 N. J. Law, 245 29 
 
 Sheridan ads. Holmes, 65 Atl. Rep., 308; aff'd 65 N. J. Eq., 765 88 
 
 Sherwin v. Sternberg, 74 Atl. Rep., 510 20 
 
 Shinn 7'. Kummerle, 72 N. J. Eq., 828 88, 107
 
 table; of cases. xli 
 
 PAGE 
 
 Shotwell V. M'Kown, 5 N. J. Law, 973 29 
 
 Shreve ads. Black, 13 N. J. Eq., 455 72 
 
 Siegman v. Electric Vehicle Co.. 72 N. J. Eq., 403 ; 140 Fed. Rep., 
 
 IT7 22, 52, 74 
 
 Siegman v. Kissell, 71 N. J. Eq.. 123 ; aff'd 72 Id., 403 52 
 
 Siegman v. Maloney, 65 N. J. Eq., Z7^ 2 
 
 Sigua Iron Co. v. Brown, 171 N. Y., 488 39, 43 
 
 Silk Mfg. Co. V. Campbell, 27 N. J. Law, 539 2 
 
 Silvers v. Merchants' & Merchants' Sav. Fund & Bldg. Associa- 
 tion, 56 Atl. Rep., 294 105 
 
 Silverstro v. East Side Co-operative Bldg. & Loan Association, 53 
 
 Atl. Rep.. 823 84 
 
 Simanton v. Vliet, 61 N. J. Law, 595 ; 63 Id., 548 29 
 
 Singer Mfg. Co. v. Heppenheimer, 58 N. J. Law, 633 126 
 
 Singer Mfg. Co. ads. Sohege, 68 Atl. Rep., 64 108 
 
 Singer Sewing Machine Co. v. Assessors, 54 N. J. Law, 90 158 
 
 Sisters of Charity v. Cory, 77, N. J. Law, 699 127 
 
 Sisters of St. Francis ads. Lanning. 35 N. J. Eq., 392 17 
 
 Sivin V. Mutual Match Co., 72 N. J. Eq., 577 44 
 
 S. Jarvis Adams Co. ads. Knapp. 135 Fed. Rep., 1008 74 
 
 Skillman ads. Western National Bank, 21 N. 'J- L. J., 375 I35 
 
 Skirm v. Eastern Rubber Mfg. Co., 57 N. J. Eq., 179 88 
 
 Slater-Jennings Co. v. Specialty Paper Box Co., 69 N. J. Law, 214 116 
 
 Smith ads. Derrickson, 27 N. J. Law, 166 136 
 
 Smith V. Duffy, 57 N. J. Law, 679 40 
 
 Smith ads. Duffy, 18 N. J. L. J., 217 ; afif'd 57 N. J. Law, 679 40 
 
 Smith V. Eastwood Wire Mfg. Co., 58 N. J. Eq., 33i I5. I34 
 
 Smith ads. Lakewood Gas Co., 62 N. J. Eq., 677 37 
 
 Smyth V. Empire Rubber Co., 2 N. J. L. J., I54 93 
 
 Society for Establishing Useful Manufactures ads. State, 43 N. J. 
 
 Eq., 410 150 
 
 Sohege V. Singer Mfg. Co.. 68 Atl. Rep.. 64 108 
 
 Somerville Mfg. Co. ads. Van Hook, 5 N. J. Eq., I37, 633 72 
 
 Somerville Woolen Mills ads. Gilroy, 67 N. J. Eq., 479 92 
 
 Sooy V. State, 41 N. J. Law, 394 28 
 
 Southern Trust & Deposit Co. v. Yeatman. 134 Fed. Rep., 810 43 
 
 Southwestern Cattle Co. ads. Hebberd. 55 N. J. Eq., 18 44, 45. 7^ 
 
 Spader v. Mural Decoration Co.. 47 N. J. Eq., 18 100 
 
 Specialty Paper Box Co. ads. Slater-Jennings Co.. 69 N. J. Law. 214. ... 116 
 
 Spielman ads. Graham Button Co.. 50 N. J. Eq.. 120: afFd Id., 796 92. 96 
 
 Spielmann ads. Receiver, 50 N. J. Eq., 796 92 
 
 Spiral Riveted Tube Co. ads. Demarest. 71 N. J. Law, 14 23. 27 
 
 Spirits Distributing Co. ads. Pronick, 58 N. J. Eq., 97 ^-^ 
 
 Squire v. Princeton Lighting Co.. 72 N. J. Eq., 883 96. 97- io7 
 
 Standard Distilling & Distributing Co. ads. Bijur, 70 Atl. Rep.. 
 
 934 25. 37. 38
 
 xHi TABLE OF CASKS. 
 
 PAGE 
 Standard Distilling & Distributing Co. ads. Windmuller, 114 Fed. 
 
 Rep., 491 ; 115 Id., 748 54 
 
 Standard Fire Insurance Co. ads. Trenton, 73 Atl. Rep., 606 127 
 
 Standard Oil Co. of Indiana ads. United States, 154 Fed. Rep., 728.... no 
 
 Standard Underground Cable Co. v. Attorney General, 46 N. J. Eq-, 270. . 149 
 
 State ads. American Glucose Co., 43 N. J. Eq., 280 150 
 
 State 7'. Anderson, 203 U. S., 483 152 
 
 State V. Assessors, 16 N. J. L. J., 210 80, 149 
 
 State ads. Astor, 72 Atl. Rep., 78 127 
 
 State V. Atlantic City & Shore Railroad Co.. 72 Atl. Rep., in 8, 12, 17 
 
 State V. Brown, 27 N. J. Law, 13 4 
 
 State V. Haight, 35 N. J. Law, 178 ; aff'd 36 Id., 471 4 
 
 State V. Mansfield, 23 N. J. Law, 510 4, 8 
 
 State V. Newark, 25 N. J. Law, 315 4 
 
 State V. Overton, 24 N. J. Law, 435 6, 7 
 
 State V. Passaic, &c.. Society, 54 N. J. Law, 260 3 
 
 State V. Railway Co., 23 N. J. Law, 360 3 
 
 State V. Rohlffs, 19 Atl. Rep., 1099 81 
 
 State V. Society for Establishing Useful Manufactures, 43 N. J. 
 
 Eq., 410 150 
 
 State ads. Sooy, 41 N. J. Law, 394 28 
 
 State V. Ware, 71 N. J. Law, 53 4° 
 
 State Bank ads. Freeholders of Middlesex, 29 N. J. Eq., 268; afif'd 
 
 30 Id., 311 96, 106 
 
 State Bank v. Receivers of Bank of New Brunswick, 3 N. J. Eq.. 266. .87, 106 
 State Mutual Building & Loan Association ads. Fitzgerald, 69 Atl. 
 
 Rep., 564 22, 82, 90, 94 
 
 Staten Island Clay Co. ads. Fidelity Trust Co., 70 N. J. Eq., 550 5, 105 
 
 Stat en Island Clay Co. ads. Stuart, 65 N. J. Law, 546 27 
 
 Staten Island Terra Cotta Lumber Co. ads. Lyle, 62 N. J. Eq., 797- ■ -104, 107 
 
 Steever ads. Curtis, 36 N. J. Law, 304 40, 41 
 
 Steimvay, In re, 155 N. Y., 250; 53 N. E. Rep., 1103; 45 L. R. A., 461 .. . 70 
 
 Stephany v. Liberty Cut Glass Works, 69 Atl. Rep., 967 30 
 
 Stephany v. Marsden, 71 Atl. Rep., 598 24 
 
 Sternberg ads. Sherwin, 74 Atl. Rep., 510 20 
 
 Sternberg v. Wolff, 56 N. J. Eq., 389, 555 93 
 
 Stevens v. Borough of Merchantville, 62 N. J. Law, 167 19 
 
 Stevens v. United States Steel Corporation, 68 N. J. Eq., 2,7^ 74 
 
 Stevens & Condit Transp. Co. ads. Lehigh & Wilkesbarre Coal Co., 
 
 63 N. J. Eq., 107 100 
 
 Stevens Institute v. Bowes, 70 Atl. Rep., 730 127 
 
 Stewart v. Lehigh Valley R. R. Co., 38 N. J. Law, 505 22, 
 
 Stewart ads. MacMillan Co., 69 N. J. Law, 212; aff'd Id., 676 20. 116 
 
 Stewart v. Odd Fellows' Mutual Life Insurance Co., 12 N. J. L. J., 
 
 no T7, 21 
 
 Stinson v. Cedar Grove Cemetery Co., 40 Atl. Rep., 116 50
 
 TABLE OF CASKS. xHii 
 
 PAGE 
 Stockton V. American Tobacco Co., 55 N. J. Eq., 352; aff'd 56 Id., 
 
 847 6, 16, 20 
 
 Stokes V. Continental Trust Co., 186 N. Y., 285 49 
 
 Stokes V. Knickerbocker Investment Co., 70 N. J. Eq., 518 93 
 
 Stokes V. N. J. Pottery Co., 46 N. J. Law, 237 27, 28 
 
 Stolzenbach ads. American Soda Fountain Co., 75 N. J. Law, 721 ; 
 
 16 L. R. A. (N. S.), 703 5, 13, 28, 29, 30 
 
 Stone Harbor Imp. Co. ads. Morton, 44 Atl. Rep., 875 96 
 
 Storage Battery Co. v. Assessors, 60 N. J. Law, 66; aff'd 61 Id.. 
 
 289 149. 150 
 
 Storms & Co. ads. R. M. Owen & Co., 72 Atl. Rep., 441 9 
 
 Stout V. Zulick, 48 N. J. Law, 599 16, 19 
 
 Strait ads. N. J. Midland Ry. Co., 35 N. J. Law, 322 44- 45 
 
 Stratford v. Mallory. 70 N. J. Law, 294 56, 64 
 
 Stratton v. Allen, 16 N. J. Eq., 229 24 
 
 Strauss V. Casey Machine & Supply Co., 69 N. J. Eq.. 19; ^^ Atl. 
 
 Rep., 958 95. 105 
 
 Streit V. Citizens Fire Insurance Co.. 29 N. J. Eq., 21 87, 89 
 
 Strickland v. National Salt Co., 72 N. J. Eq., 170 77 
 
 String ads. Inhabitants, &c., Alloway's Creek, 10 N. J. Law, 323 17 
 
 Stroud V. Consumers' Water Co., 56 N. J. Law, 422 24 
 
 Stuart V. Staten Island Clay Co., 65 N. J. Law, 546 27 
 
 Sudbury v. Merchantville Building & Loan Association. 57 N. J. 
 
 Eq., 342 24 
 
 Sutcliffe ads. Ott, 60 Atl. Rep., 965 5 
 
 Swede Iron Co. ads. Camden Rolling Mill Co.. 32 N. J. Law, 15 m 
 
 Sweet ads. Paxson, 13 N. J. Law, 196 7 
 
 Synnott ads. Cummings, 120 Fed. Rep., 84 78 
 
 T. 
 
 Tacoma Railway & Power Co. ads. Coler, 65 N. J. Eq., 347 I4 
 
 Tarbox v. Grant, 56 N. J. Eq., I99 ^9 
 
 Tate V. Security Trust Co., 63 N. J. Eq., 559 -9 
 
 Tatnall ads. Land Title & Trust Co., 132 Fed. Rep., 305 5 
 
 Taylor ads. Camp, 19 Atl. Rep., 968 81 
 
 Taylor 7.'. Cuban Land & Steamship Co.. 106 Fed. Rep., 437 9^ 
 
 Taylor v. Gray, 59 N. J. Eq., 621 88, loi, 107 
 
 Taylor v. Griswold, 14 N. J. Law, 222 7 
 
 Taylor Mfg. Co. ads. Campbell, 64 N. J. Eq., 622 103 
 
 Technic Electrical Co. ads. Garrison, 55 N. J. Eq., 708 27 
 
 Tegen ads. Schwartzwalder, 58 N. J. Eq., 319 ^^ 
 
 Tennant v. Appleby, 41 Atl. Rep., no 82 
 
 Tennessee Oil, &c., Co., ads. Johnson, 69 Atl. Rep., 788; 73 id., 
 
 60 42, 43, 45. 76 
 
 Terhune v. Midland R. R. Co., 38 N. J. Eq., 423 ^^
 
 xliv TABLE OF CASES. 
 
 PAGlv 
 
 Terhune ads. Voorhis, 50 N. J. Law, 147 143, 144 
 
 Thomas v. International Silver Co., 72 N. J. Eq., 224 59, 60 
 
 Thomas Inflatable Tire Co. ads. White, 52 N. J. Eq., 178 59 
 
 Thomason ads. Jessup, 68 N. J. Eq., 443 96 
 
 Thompson-Houston Electric Co. v. Murray, 60 N. J. Law, 20 81 
 
 Tierney v. Parker, 58 N. J. Eq., 117 40 
 
 Tilford V. Atlantic Match Co., 134 Fed. Rep., 924 4, 96 
 
 Tilt ads. Prall, 28 N. J. Eq., 479 38 
 
 Timken ads. Morton, 48 N. J. Law, 87 40 
 
 Titus V. Cairo & Fulton R. R. Co., 37 N. J. Law, 98 23 
 
 Toledo, Ann Arbor, &c., R. R. Co. ads. Middletown National Bank, 
 
 197 U. S., 394 43 
 
 Tontine Surety Co. of N. J., In re, 1 16 Fed. Rep., 401 8 
 
 Totten ads. Barkalow, 53 N. J. Eq., 573 42, 45, 92 
 
 Trenton v. Standard Fire Insurance Co., 72 Atl. Rep., 606 127 
 
 Trenton Delaware Falls Co. ads. Corrigan, 5 N. J. Eq., 52; 7 Id., 489. ..3, 96 
 
 Trenton Gas Light Co. ads. Barnes, 27 N. J. Eq-, 2Z 24 
 
 Trenton Heat & Power Co. v. Assessors, jt, N. J. Law, 370.. 148, 151, 158 
 
 Trenton Iron Co. v. Yard, 42 N. J. Law, 357 127 
 
 Trenton Mutual Life Insurance Co. v. McKelway, 12 N. J. Eq., 133.... 8 
 
 Trenton Mutual Life Insurance Co. v. Perrine, 23 N. J. Law, 402 3 
 
 Trenton Mutual Life Insurance Co. ads. Rawnsley, 9 N. J. Eq., 95, 
 
 347 84, 89 
 
 Trenton Passenger Ry. Co. ads. Wilson, 56 N. J. Eq., 783 28 
 
 Trenton Potteries Co. ads. Willcox, 64 N. J. Eq-, 173 15 
 
 Trenton Rubber Mfg. Co. ads. Garcin, 60 Atl. Rep.. 1098 71 
 
 Trimble v. American Sugar Refining Co., 61 N. J. Eq., 340 74 
 
 Trinity Realty Co. ads. Perkins, 69 N. J. Eq., 723; aff'd 71 Id., 304 8 
 
 Trustees, &c., ads. American Dock and Improvement Co., 39 N. J. 
 
 Eq., 409 4 
 
 Tunis ads. Osborne, 25 N. J. Law, 62,2, 3 
 
 Twin Lick Oil Co. v. Marbury, 91 U. S., 587 24 
 
 U. 
 
 Una V. Newark Savings Institution, 46 Atl. Rep., 660 92 
 
 Union Association ads. Goodell, 29 N. J. Eq., 32 17 
 
 Union Savings Bank & Trust Co., In re, 26 N. J. L. J., 236 128 
 
 Union Street Railway Advertising Co. ads. Weinburg, 55 N. J. Eq., 
 
 640 21,30 
 
 Union Water Co. ads. Kean, 52 N. J. Eq., 813 65 
 
 Union Waxed & Parchment Paper Co. v. Assessors, y^ N. J. Law, 
 
 374 150, 158 
 
 United Box Board & Paper Co. ads. Lockport Felt Co., 70 Atl. 
 
 Rep., 980 92 
 
 United Box Board & Paper Co. ads. Mitchell, 72 N. J. Eq., 580 15, 24
 
 table; of case;s. xlv 
 
 PAGE 
 
 United Copper Co. ads. Hodgens, 67 Atl. Rep., 756 21, 71 
 
 United Electric Co. of N. J. ads. Groel, 69 N. J. Eq., 397; 70 Id., 
 
 616 2, 78, III, 116, 117 
 
 United States v. Amedy, 11 Wheat. (U. S.), 392 68 
 
 United States v. Andem, 158 Fed. Rep., 996 3 
 
 United States v. Northern Securities Co., 120 Fed. Rep., 721 ; aff'd 
 
 193 U. S., 197 12 
 
 United States v. Standard Oil Co. of Indiana, 154 Fed. Rep., 728 no 
 
 United States Car Co., In re, 60 N. J. Eq., 514 150. I53 
 
 United States Cast Iron Pipe Co., In re Election of, 74 N. J. Law, 
 
 31S ••• 56 
 
 United States Cast Iron Pipe & Foundry Co. ads. Bassett, 70 Atl. 
 
 Rep., 929 ; aff'd yz Id., 514 72> 
 
 United States Credit System Co. ads. Rosenbaum; 61 N. J. Law, 543 100 
 
 United States Independent Telephone Co. ads. O'Grady, 71 Atl. 
 
 Rep., 1040 59. 91 
 
 United States Leather Co. ads. Colgate, 67 Atl. Rep., 657; 72 Id., 
 
 126 17, 48, 50, 120, 125 
 
 United States Shipbuilding Co. v. Conklin, 126 Fed. Rep., 132 95 
 
 United States Shipbuilding Co. ads. Conklin, 136 Fed. Rep., 1006; 
 
 140 Id., 219; 148 Id., 129 92. 97, 99, 107, 150, 152 
 
 United States Shipbuilding Co. ads. Mercantile Trust Co., 130 Fed. 
 
 Rep., 72s 5 
 
 United States Steel Corporation ads. Berger, 63 N. J. Eq., 809 15, 36, 60 
 
 United States Steel Corporation ads. Hodge, 64 N. J. Eq., 807 24 
 
 United States Steel Corporation ads. Raymond, 63 N. J. Eq., 830 36 
 
 United States Steel Corporation ads. Stevens, 68 N. J. Eq., 373 74 
 
 United States Steel Corporation ads. Venner, 116 Fed. Rep., 1012 36 
 
 United States Wood Preserving Co. ads. Bevier, 69 Atl. Rep., 1008 56, 71 
 
 Universal Tobacco Co. ads. McAlpin, 57 Atl. Rep., 802 29 
 
 Urban & Suburban Realty Title Co.. In re, 132 Fed. Rep., 140 107 
 
 Utah Copper Co. ads. Wall, 70 N. J. Eq.. 17 I5. 36. 49 
 
 V. 
 
 Vail V. Jameson, 41 N. J. Eq., 648 §7 
 
 Van Allen ads. Erie Railroad Co., 69 \i\. Rep., 484 m 
 
 Vance v. Railway Co., 32 N. J. Law, 334 3 
 
 Vandagrift v. Rich Hill Bank, 163 Fed. Rep., 823 80 
 
 Vanderbilt v. Central R. R. Co. of N. J., 43 N. J. Eq., 669 92 
 
 Van Doren v. Olden, 19 N. J. Eq., 176 74 
 
 Van Doren ads. Schultze, 64 N. J. Eq., 465; aff'd 65 Id., 764 5, 70 
 
 Van Hook v. Somerville Mfg. Co., 5 N. J. Eq., I37, 633 72 
 
 Vanneman v. Young, 52 N. J. Law, 403 20 
 
 Van Steenberg v. Parsell Pearl Button Co., 19, N. J. L. J., I49, I5i 86, 97 
 
 Van Wagenen v. Baldwin, 7 N. J. Eq., 211 i7
 
 xlvi TABLE OF CASES. 
 
 PAGE 
 
 Van Wagenen v. Savings Bank, lo N. J. Eq., 13 87 
 
 Van Waggoner v. Moses, 26 N. J. Law, 570 97 
 
 Vaughn v. Hankinson's Administrator, 35 N. J. Law, 79 3 
 
 Venner v. United States Steel Corporation, 116 Fed. Rep., 1012 36 
 
 Vichachi Mining Co. ads. Catlin, 67 Atl. Rep., 194 91 
 
 Vineland Light & Power Co. ads. McCarter, 70 Atl. Rep., 177 133 
 
 Virginia ads. Paul, 8 Wall., 168 115 
 
 Vliet ads. Simanton, 61 N. J. Law, 595 ; 63 Id., 548 29 
 
 Volnoy z'. Nixon, 68 N. J. Eq., 605 77 
 
 Von Puechelstein ads. German R. Church, 27 N. J. Eq., 30 2 
 
 Voorhees ads. Knickerbocker Tnv. Co., 100 App. Div. (N. Y.), 414 59 
 
 Voorhees v. Malott, 69 Atl. Rep., 643 78 
 
 Voorhees v. Nixon, 72 N. J. Eq., 791 ; aff'd, 6g Atl. Rep., 643 4, 28 
 
 Voorhis ads. DeKay, 36 N. J. Eq., 37; aff'd Id., 548 5 
 
 Voorhis v. Terhune, 50 N. J. Law, 147 143, 144 
 
 Vreelandt ads. Den, 7 N. J. Law, 352 3 
 
 Vulcan Detinning Co. v. American Can Co.. 72 N. J. Eq., 387; js 
 
 Atl. Rep., 603 28 
 
 W. 
 
 Walker v. Dixon Crucible Co., 47 N. J. Eq., 342 38 
 
 Wall V. Utah Copper Co., 70 N. J. Eq.. 17 15, 36, 49 
 
 Wall V. Young, 54 N. J. Eq., 24 99 
 
 Walsh ads. Evans, 41 N. J. Law, 281 106 
 
 Ware ads. State, 71 N. J. Law, 53 40 
 
 Warne ads. Dayton, 43 N. J. Law, 659 29 
 
 Wa rren v. Pirn, 66 N. J. Eq., 353 59 
 
 Warren Foundry Co. ads. Bush, 32 N. J. Law, 439 38, 40, 41 
 
 Washburn v. National Wall Paper Co., 81 Fed. Rep., 17 77 
 
 Washed Bar Sand Dredging Co. ads. Columbia National Sand 
 
 Dredging Co., 136 Fed. Rep., 710 2 
 
 Washoe Mfg. Co. ads. Parker, 49 N. J. Law, 465 3 
 
 Waters v. Quimby, 27 N. J. Law, 296; aff'd 28 Id., 533 46, 81, 113 
 
 Watson V. Watson Mfg. Co., 30 N. J. Eq., 588 104 
 
 Watson Mfg. Co. ads. Watson, 30 N. J. Eq., 588 104 
 
 Way V. American Grease Co., 60 N. J. Eq., 263 49 
 
 Weinburg v. Union Street Railway Advertising Co., 55 N. J. Eq., 640. .21, 30 
 
 Wells V. Rahway White Rubber Co., 19 N. J. Eq.. 402 23, 29, 72, 87 
 
 Welsh ads. West Jersey & Seashore R. R. Co., 62 N. J. Law, 655 30 
 
 Westcott ads. People's Insurance Co., 14 Gray, 440 33 
 
 Western National Bank v. Reckless, 96 Fed. Rep., 70 136 
 
 Western National Bank v. Skillman, 21 N. J. L. J., 375 I35 
 
 West Jersey & Seashore R. R. Co. v. Welsh, 62 N. J. Law, 655 30 
 
 West Jersey R. R. Co. v. Cape May, &c., R. R. Co., 34 N. J. Eq., 164. .. . 16 
 West Jersey Title & Guaranty Co. v. Barber, 49 N. J. Eq-, 474 12
 
 TABLIC OF CASES. xlvii 
 
 PAGE 
 
 West Jersey Traction Co., In re, 59 N. J. Eq., 63 28 
 
 Wctherbee v. Baker, 35 N. J. Eq., 501 41, 72, 11, 17, 81, 113 
 
 W. Fred Quimby Co. ads. Dimmick, 21 N. J. L. J-, 339 io7 
 
 Wheeler & Wilson Mfg. Co. v. Carty, 53 N. J. Law, 336 108, no 
 
 Wheeling, L. E. & P. Coal Co. ads. Nickolson, no Fed. Rep., 
 
 105 17, 65, 69, 92 
 
 Whitaker ads. Meley, 61 N. J. Law, 602 96 
 
 White V. Thomas Inflatable Tire Co., 52 N. J. Eq., 178 59 
 
 White Sewing Machine Co. ads. Macaulay, 9 Fed. Rep., 698 i53 
 
 Whitehead v. American Lamp & Brass Co., 70 N. J. Eq., 581 8, 9 
 
 Whitehead v. Hamilton Rubber Co., 52 N. J. Eq., 78 3 
 
 Whitman v. National Bank of Oxford, 176 U. S., 559 136 
 
 Whitman Cigar Co. ads. Falk, 55. N. J. Eq., 396 92, 96 
 
 Whittaker v. Amwell National Bank, 52 N. J. Eq., 400 62, 106 
 
 Wildes ads. Rural Homestead Co., 54 N. J. Eq.. 668 76, 77 
 
 Wilkinson v. Bauerle, 41 N. J. Eq., 635 25, 87 
 
 Willcox V. Trenton Potteries Co., 64 N. J. Eq., I73 ^5 
 
 Williams ads. Boney, 55 N. J. Eq., 691 75 
 
 Williams v. McKay, 40 N. J. Eq., 189 78 
 
 Willink V. Morris Canal & Banking Co.. 4 N. J. Eq., Z71 9^ 
 
 Willoughby v. Chicago Junction Rys. Co.. 50 N. J. Eq., 656 75 
 
 Wilson V. American Palace Car Co.. 64 N. J. Eq., 534: 65 Id., 730; 
 
 (i7 Id., 262 2 
 
 Wilson V. Trenton Passenger Ry. Co., 56 N. J. Eq.. 783 28 
 
 Wiltbank v. Automatic Amusement Mach. Co., 69 N. J. Law, 236 6 
 
 Windmuller v. Standard Distilling & Distributing Co., 114 Fed. Rep., 
 
 491 ; 115 Id., 748 54 
 
 Wm. H. Rogers ads. International Silver Co., 72 N. J. Eq., 933 16, 17 
 
 Wm. H. Rogers Corporation ads. International Silver Co., 67 N. J. 
 
 • Eq., 646 17 
 
 Wolf V. Lancaster, 70 N. J. Law, 201 1 15, n7 
 
 Wolfif ads. Sternberg, 56 N. J. Eq., 389. 555 W 
 
 Wood ads. Edgeworth, 58 N. J. Law, 463 114 
 
 Wood & Nathan Co. v. American Mach. & Mfg. Co., 62 Atl. Rep., 768. .91. 107 
 
 Wood ads. Seacoast Railroad Co., 65 N. J. Eq., 530 78 
 
 Woodbridge ads. Canada Mfg. Co., 58 N. J. Law, 134 28 
 
 Woodbury Heights Land Co. ads. Loudenslager, 58 N. J. Eq., 556 78 
 
 Woodport Hotel & Land Co. ads. Louis De Jonge & Co., 72 Atl. 
 
 Rep.. 439 29 
 
 Woodruff ads. McNeely, 13 N. J. Law, 352 60 
 
 Woods Motor Vehicle Co. v. Brady, 181 N. Y., 145 43 
 
 Woolwich V. Forrest. 2 N. J. Law, 107 17 
 
 Worrell v. First Presbyterian Church, 23 N. J. Eq., 96 3 
 
 Wright V. First National Bank, 52 N. J. Eq., 392 61 
 
 Wright ads. Gorman-Wright Co., 134 Fed. Rep., 363 60 
 
 Wright ads. Kuser, 52 N. J. Eq., 528; reversing Id., 392 28, 61
 
 xlviii TABLE OF CASKS. 
 
 Y. 
 
 PAGE 
 
 Yard ads. Trenton Iron Co., 42 N. J. Law, 357 127 
 
 Yates ads. City Pottery Co., 37 N. J. Eq., 543 90 
 
 Yeatman ads. Southern Trust & Deposit Co., 134 Fed. Rep. 810 43 
 
 Yellow Pine Co. v. Assessors, 72 N. J. Law, 182 158 
 
 Young ads. National Bank of the Republic, 41 N. J. Eq., 531 8 
 
 Young ads. Vanneman, 52 N. J. Law, 403 20 
 
 Young ads. Wall, 54 N. J. Eq., 24 99 
 
 Y^'oung-McShea Amusement Co. ads. Clement, 70 N. J. Eq., 677 23. 27 
 
 Z. 
 
 Zabriskie v. Hackensack & N. Y. R. R. Co., 18 N. J. Eq., 178 10 
 
 Zinc Co. V. Franklinite Co., 13 N. J. Eq., 322 7 
 
 Zulick ads. Stout, 48 N. J. Law, 599 16, 19
 
 GENERAL ACTS FOR SPECIFIC CORPORATIONS. 
 
 The following table of the General Statutes of New Jersey, authorizing 
 the formation of specific corporations, may be of interest : 
 
 Agricultural Fairs — P. L. 1896, p. 183. 
 
 Associations not for Pecuniary Profit— P. L. 189S, p. 422; 1899, p. 36; 1900, 
 
 pp. TZ, 409; 1901, pp. 40, 270; 1902, p. 639; 1903, p. 496; 1904, p. 191; 
 
 1906, p. 643. 
 Banks and Banking— Revision 1899; P. L. p. 43i ; 1902, p. 51; 1904, p. 281; 
 
 1905, pp. 382, 457; 1906, pp. 292, 339; 1907, p. 68. 
 
 Baptist Churches, Associations of— G. S. 2768; P. L. 1909, P- 42. 
 Benevolent and Charitable Associations— P. L. 1898, pp. 165, 422; 1899, p. 
 
 527; 1900, p. 407; 1903, p. 384; 1905, p. 384; 1906, p. 44; 1908, p. 143- 
 Boroughs — Revision 1897, P. L. p. 285 ; amendments and supplements. 
 Building and Loan Associations — Revision 1903, P. L. p. 457; 1904, PP- 44. 
 
 415; 1905, pp. 264, 416; 1906, pp. 15, 79; 1908, pp. Ill, 397; 1909. P- 206. 
 Canals— G. S. 2663; P. L. 1908, pp. 52, 54. 
 Cemeteries— G. S. 348; P. L. 1899, pp. 182, 324; 1901, pp. 64, 363; 1902, pp. 
 
 185, 254; 1904, p. 498; 1905, p. 112; 1906, p. 283; 1909, p. 496. 
 Co-operative Societies— G. S. 893; P. L- 1908, p. 534. 
 Drainage of Meadows — G. S. 2056. 
 Episcopal Churches — P. L. 1901, p. 104; 1908, p. 160. 
 Exempt Firemen, Associations of — G. S. 1511 ; P. L. 1908, p. 105. 
 Fire Companies — G. S. 1479. 
 Fire Departments — G. S. 1481. 
 Fire Patrol— G. S. 1483- 
 Firemen's Relief Association— G. S. I494; P- L. 1897, p. 342; 1903, P- 103; 
 
 1906, p. 374; 1908, p. 125. 
 
 Gas Companies— G. S. 1608; P. L. 1891, p. 271; 1897, p. 202; 1900, p. 52; 
 1902, pp. 229, 277; 1903, p. 359. 
 
 Homes, Associations to Encourage Purchase — P. L. 1888, p. 231. 
 
 Improvement of Public Grounds— P. L. 1897, p. 212. 
 
 Industrial Education— G. S. 3069; P. L. 1906, p. 33- 
 
 Insurance Companies— P. L. 1892, p. 274; 1902, p. 407; 1903, pp. 71, 447, 506; 
 1904, pp. 82, 172; 1905, p. 492; 1906, pp. 22, 408; 1907, pp. 67, 127, 133, 
 141; 1908, pp. 538, 555, 720; 1909, PP- 84. 303. 469, 477, 480. 
 
 Labor Unions — G. S. I54- 
 
 Land Improvement Companies — G. S. 1905. 
 
 Libraries, Lyceums, etc.— P. L. 1897, p. 189; 1904, P- 244. 
 
 (xlix)
 
 1 GENERAL ACTS FOR SPECIFIC CORPORATIONS. 
 
 Life Insurance— P. L. 1895, p. 334; 1897, p. 257; 1900, p. 33; 1902, p. 407; 
 
 1906, p. 418; 1907, pp. 67, 131, 153; 1908, p. 555; 1909, p. 285. 
 Limited Partnership Associations — G. S. 2440. 
 Live Stock Insurance — G. S. 1763. 
 Navigation Companies — G. S. 2316. 
 Patriotic Societies — P. L. 1897, p. 149. 
 Plank Road Companies — G. S. 2473; P. L. 1901, pp. 290, 292; 1902, p. 566; 
 
 1904, p. 271 ; 1905, p. 340. 
 
 Presbyterian Churches, Trustees of- — P. L. 1905, p. 250 ; 1906, p. 23. 
 
 Provident Loan Associations — P. L. 1904, p. 218. 
 
 Railroads — P. L. 1898, p. 23 ; Revision, 1903, p. 645 ; 1905, p. 130 ; 1906, pp. 
 
 266, 663; 1907, pp. 187, 648; 1908, pp. 61, 119, 208. 
 Religious Societies — G. S. 2735; P. L. 1898, p. 397; 1900, p. 407; 1901, p. 
 
 104; 1903. p. 384; 1905, pp. 82, 250, 287, 384; 1907, pp. 400, 462; 1908, 
 
 pp. 201, 272, 570; 1909, p. 42. 
 Safe Deposit Companies — P. L. 1899, p. 468; 1907, p. 68. 
 Savings Banks — G. S. 3000; P. L. 1896, p. 197; 1898, p. 21; 1899, p. 530; 1901, 
 
 pp. 200, 221. 306; 1902, pp. 242, 361, 677; 1905, p. 232; 1906, p. 348; 1907, 
 
 p. 68; 1908, pp. 57, 407, 589; 1909, p. 37. 
 Seaside Associations — G. S. 337. 
 
 Sewerage Companies — P. L. 1898, p. 484; 1908, p. 88. 
 Steam Heat and Power Companies— P. L. 1896, p. 317. 
 Street Railway Companies — G. S. 3216; P. L. 1891, pp. 46, 465; 1896, pp. 97, 
 
 329, 357; 1903, p. 705; 1904, p. 426; 1906, p. 683; 1909, p. 156. 
 Surety Companies — P. L. 1895, p. 350; 1897, p. 192. 
 Telegraph Companies — G. S. 3457; P. L. 1898, p. 392; 1900, p. 74; 1903, pp. 
 
 123, 363; 190S, p. 180. 
 Traction Companies — G. S. 3235; P. L. 1893, p. 302; 1896, p. 155; 1900, pp. 
 
 328, 479; 1901, p. 298; 1904, p. 426; 1908, p. 205; 1909, p. 156. 
 Trust Companies — Revision, P. L. 1899, p. 450; 1902, p. 235; 1903, pp. 446, 
 
 451; 1906, pp. 29s, 341; 1907, p. 68; 1909. p. 180. 
 Turnpike Companies — G. S. 3690; P. L. 1880, p. 181. 
 Water Companies— G. S. 2199; P. L. 1897, p. 384; 1898, p. 192; 1903, p. 237; 
 
 1905. p. 452; 1906, pp. 98, 238, 703; 1908, pp. 42. 43; 1909, p. 91. 
 Women's Work Exchanges — P. L. 1897, p. 208. 
 
 'G. S." refers to the General Statutes of New Jersey, edition li
 
 THE GENERAL CORPORATION LAW OF NEWJERSEY. 
 
 LAWS OF 1896, CHAPTER 185. 
 
 Being "An Act Concerning Corporations (Revision of 
 1896)," inclnding the amendments and supplements to the end 
 of the legislative session of 1909. 
 
 I. — Powers. 
 
 1. Every corporation shall have power : 
 
 I. To have succession, by its corporate name, for the 
 period limited in its charter or certificate of incorporation, and 
 when no period is limited, perpetuall}^ ; 
 
 II. To sue and be sued in any court of law or equity ; 
 
 III. To make and use a common seal, and alter the same at 
 pleasure ; 
 
 IV. To hold, purchase and convey such real and personal 
 estate as the purposes of the corporation shall require, and all 
 other real estate which shall have been bona fide conveyed or 
 mortgaged to the said corporation by way of security, or in satis- 
 faction of debts, or purchased at sales upon judgment or decree 
 obtained for such debts ; and to mortgage any such real or per- 
 sonal estate with its franchises ; the power to hold real and 
 personal estate shall include the power to take the same by devise 
 or bequest ; 
 
 V. To appoint such officers and agents as the business of 
 the corporation shall require, and to allow them suitable compen- 
 sation ;
 
 2 POWERS. 
 
 § 1 VI. To make by-laws fixing and altering the number of 
 
 its directors, and providing for the management of its property, 
 the regulation and government of its affairs, and the transfer of 
 its stock, with penalties for the breach thereof not exceeding 
 twenty dollars ; 
 
 VII. To wind up and dissolve itself, or be wound up and dis- 
 solved in manner hereafter mentioned. 
 
 P. L. 1846, p. 16; P. L. 1846, p. 6s; P. L. 1849, p. 301; P. L. 1872, p. ^T, 
 Act of 1875, § I. 
 
 I. To have succession. — The Corporation Act of 1875 limited corporate 
 existence to fifty years. Companies formed imder the Act of 1875 may now 
 have the period of their corporate existence extended or made perpetual by 
 complying with the provisions of Section 27. 
 
 As to corporate name, see notes, Section 8. 
 
 II. To sue, etc. — The power to sue and be sued implies also the power 
 to compromise suits. (EUcrman v. Chicago June Rys. &c. Co., 49 N. J. Eq., 
 217.) 
 
 Individual stockholders are not the proper parties to sue or defend on 
 behalf of corporate interests without the consent of a legal majority of the 
 stockholders. (Silk Mfg. Co. v. Campbell, 27 N. J. Law, 539.) 
 
 Transferees of stock, on grounds of public policy, are entitled to sue the 
 promoters, on behalf of the corporation, for a secret profit of the promoters. 
 The principle that a corporation cannot complain of a transaction to which 
 all of its stockholders assented is inapplicable unless the assent was that 
 of the real party in interest. (See Arnold v. Searing, 67 Atl. Rep., 831.) 
 
 A stockholder may sue in equity in his own name to enforce a right of 
 the corporation, without first requesting the directors to sue, when it is 
 made to appear that if such request had been made it would have been re- 
 fused, or, if granted, that the litigation following would necessarily be sub- 
 ject to the control of persons opposed to its success. {Knoop v. BohmricJi, 
 49 N. J. Eq., 82; aff'd 50 Id., 485; Ackerman v. Halsey, Z7 N. J. Eq., 356; 
 afif'd 38 Id., SOI. See Groel v. United Electric Co. of N. J., 70 N. J. Eq., 
 616; Stephany v. Marsden, 71 Atl. Rep., 598.) 
 
 See Rumsey v. N. Y. & N. J. Tel. Co., 49 N. J. Law, 322 ; Bennett v. 
 Millville Imp. Co., 67 N. J. Law, 320; Wilson v. Am. Palace Car Co., 64 N. 
 J. Eq., 534; see also 6s Id., 730; 67 Id., 262; Lillard v. Oil, Paint & Drug Co., 
 70 N. J. Eq.. 197; s. c. s8 Atl. Rep., 188; Sicgman v. Maloney, 65 N. J. Eq., 
 372; Columbia Nat'l Sand Dredging Co. v. JVashcd Bar Sand Dredging Co., 
 136 Fed. Rep., 710. 
 
 See German R. CJiurcli v. Von Puecliclstein, 27 N. J. Eq., 30. 
 
 A corporation may sue for a libel against it in its business ; special 
 damage must be shown except where the imputed language is actionable
 
 POWERS. ^ 
 
 per se. {Trenton Mut. Life Ins. Co. v. Perrine, 23 N. J. Law, 402; Empire^ \ 
 Cream Separator Co. v. De Laval Dairy Supply Co., 75 N. J. Law, 207.) 
 
 A corporation may be sued for a tort in which the element of evil intent 
 is involved. It may be sued for malicious prosecution, libel, and assault 
 and battery. {State v. Passaic, &c., Soc, 54 N. J. Law, 260, 265; Vance v. 
 Ry. Co., 32 N. J. Law, 334; McDermott v. Evening Journal Ass'n, 43 N. J. 
 Law, 488; aff'd 44 Id., 430; Brokaw v. Ry. Co., 32 N. J. Law, 328.) 
 
 Torts of agents. {State v. Ry. Co., 23 N. J. Law, 360; Brokaw v. Ry. 
 Co., supra.) 
 
 A corporation cannot defend itself in an action for tort on the ground 
 that the business in the prosecution of which the tort was committed was 
 ultra vires. {N. Y., L. E. & W. R. R. Co. v. Raring, 47 N. J. Law, 137.) 
 
 Implied contract. {Worrell v. First Pres. Church, 23 N. J. Eq., 96, and 
 cases cited. See also Mendham v. Losey, 2 N. J. Law, 327; Baptist Church 
 v. Mulford, 8 N. J. Law, 182.) 
 
 Personal service on a corporation. {Latifman & Co. v. Hope Mfg. Co., 
 54 N. J. Law, 70; Martin v. Atlas Estate Co., 72 N. J. Eq., 416.) 
 
 The power to compel a corporation to perform its duty ordinarily lies 
 in the Supreme Court through its writ of mandamus. {Mayor, &c., v. Erie 
 R. R. Co., 71 Atl. Rep., 620.) 
 
 III. Common seal. — The general rule is that a corporation need use 
 its seal only in cases where it would be essential for an individual to use 
 a seal. The old common law idea that a corporation can only act under its 
 corporate seal no longer prevails. {Craiuford v. Longstrcet, 43 N. J. Law, 
 325; see also Bap. Church v. Mulford, 8 N. J. Law, 182; Mendham v. Losey, 
 2 N. J. Law, z^j.) 
 
 It is not necessary to use wax or wafer. An impression of the seal on 
 the paper is sufficient. (P. L. 1875, p. 56; P. L. 1898, p. 677, § 20. See Cor- 
 rigan v. Trenton Del. Falls Co., 5 N. J. Eq., 52.) 
 
 The seal requires evidence to substantiate its character. {Manhattan Mfg. 
 Co. v. N. J. Stock Yard Co., 23 N. J. Eq., 161 ; Lcggett v. N. J. Mfg. & Bkg. 
 Co., I N. J. Eq., 541; Vaughn v. Hankinson's Admr., 35 N. J. Law, 79; Den 
 v. Vreelandt, 7 N. J. Law, 352.) 
 
 The forgery of a corporate seal is a crime under section 197 of the 
 Crimes act. (P. L. 1898, p. 848.) {United States v. Andeni. 158 Fed. Rep., 
 996.) 
 
 No presumption of authority arises from the use of a common paper 
 seal not on its face appearing to be the corporate seal, although accom- 
 panied by the recitation "witness the corporate seal." {Raub v. Blairs- 
 town Creamery Ass'n, 56 N. J. Law, 262.) There are two essential ele- 
 ments in the proof of a corporate deed — that the seal is the seal of the com- 
 pany; that it was affixed by authority. {Osborne v. Tunis, 25 N. J. Law, 
 633.) See also Manhattan Mfg. Co. v. Nezu Jersey Stock Yard Co., 23 N. 
 J. Eq., 161 ; Parker v. Washoe Mfg. Co., 49 N. J. Law, 465 ; Whitehead v. 
 Hamilton Rubber Co., 52 N. J. Eq., 78.
 
 4 POWERS. 
 
 R I The corporate seal affixed to an assignment by the president of a cor- 
 
 poration is sometimes considered prima facie evidence of corporate authority. 
 (Kirkpatrick v. Eastern Milling & Export Co., 135 Fed. Rep., 144.) But see, 
 contra, Morawetz on Private Corporations, §§ 340, 617. 
 
 IV. Power to hold real estate. — This section is a practical re-enactment 
 of a similar provision of the statute of 1846. 
 
 The practical point under this section of the statute is that it rests with 
 the state, and with the state alone, to question the power of a corporation 
 to hold real estate. (State v. Mansfield, 23 N. J. L,aw, 510. See, also, Am. 
 Dock & Imp. Co. V. Trustee, &c., 39 N. J. Eq., 409; Northeastern Tele- 
 phone & Telegraph Co. v. Hepburn, 72 N. J. Eq., 7.) Except, perhaps, the 
 case of a devise to a corporation of lands in excess of the amount expressly 
 limited in the charter, where the court allowed the question to be raised by 
 an heir-at-law by a suit in chancer3^ {DcCamp v. Dobbins, 29 N. J, Eq., 36; 
 aff'd 31 Id., 671.) 
 
 Under the Act of 1875, a corporation was not authorized to hold real 
 property "exceeding the amount limited in its charter," but all such limita- 
 tions, expressed or implied, were removed in the Revision of 1896. 
 
 The English statutes of mortmain have never been in force in this state. 
 (State V. Mansfield, 23 N. J. Law, 510; State v. Nezvark, 25 N. J. Law, 315.) 
 
 A corporation may hold title to lands in fee simple, even though the 
 period of the corporation's existence is limited. (State v. Brown, 27 N. J. 
 Law, 13; State v. Haight, 35 N. J. Law, 178; aff'd 36 Id., 471. See, also, 
 Barnert v. lohnson, 15 N. J. Eq., 481.) 
 
 As to power to grant easements, see Benton v. City of Elizabeth, 61 N. J. 
 Law, 411; aff'd Id., 693. 
 
 (See Freeman v. Sea View Hotel Co., 57 N. J. Eq., 68.) 
 
 Mortgages on Real Estate. — There is no prescribed statutory pro- 
 cedure for the creation of mortgages by corporations organized under this 
 Act. No consent of stockholders is required as in New York. While the 
 power to create mortgages is vmdoubtedly vested in the directors (Section 
 12), it is the usual practice, in the absence of express authority to the direc- 
 tors in the certificate of incorporation, to obtain the sanction of the stock- 
 holders at a duly convened meeting. 
 
 See Leggett v. A''. /. Mfg. & Bkg. Co., i N. J. Eq., 541 ; Kane v. Lodor, 
 56 N. J. Eq., 268; Guaranty Trust Co. v. Atlantic Coast Electric R. Co., 132 
 Fed. Rep., 68; Ikelheimcr v. Consolidated Tobacco Co., 59 Atl. Rep., 363; 
 Mtller V. Gourley, 65 N. J. Eq., 237; Morton Trust Co. v. Home Telephone 
 Co., 66 N. J. Eq., 106; Tilford v. Atlantic Match Co., 134 Fed. Rep., 924. 
 
 An assignee of a mortgage takes it subject to all the defenses to the 
 bond secured thereby. (Voorhees v. Nixon, 72 N. J. Eq., 791; aff'd 69 Atl. 
 Rep., 643.) 
 
 The power of a corporation to issue bonds secured by mortgage does not 
 prohibit the corporation from issuing a mortgage in the common form to
 
 POWERS. 5 
 
 secure a debt. (Brozvn v. Citizens' Ice & Cold Storage Co., 72 N. J. Eq.. ^ \ 
 437.) 
 
 Chattel Mortgage. — A chattel mortgage may be made a lien on the out- 
 standing book accounts due to a mortgagor and upon such book accounts as 
 thereafter may become due in the regular course of business. (Buvinger v. 
 livening Union Printing Co., 72 N. J. Eq., 321. See, also, Nugent v. Mc- 
 Neil Shoe Co., 62 N. J. Eq., 583.) 
 
 As to the lien of a chattel mortgage, see Fidelity Trust Co. v. Sfalen 
 Island Clay Co., 70 N. J. Eq., 550. 
 
 As to the power of the vice-president of a corporation mortgagee to exe- 
 cute the statutory affidavit to be annexed to a mortgage covering personal 
 property, see American Soda Fountain Co. v. Stohcnbach, 75 N. J. Law, 
 721; 16 L. R. A. (N. S.), 703, and cases cited. 
 
 Foreclosure.— See Land Title & Trust Co. v. Asphalt Co. of Am., 121 
 Fed. Rep., 587; s. c. 127 Id., i; do. v. Tatnall, 132 Fed. Rep., 305; Mercantile 
 Trust Co. V. U. S. Shipbuilding Co., 130 Fed. Rep., 725; Ott v. Sutcliffe, 60 
 Atl. Rep., 965; Oliver v. Ralnmy Ice Co., 61 Atl. Rep., 901; Schultse v. Van 
 Doren, 64 N. J. Eq., 465. 
 
 Bonds. — There is no statutory limitation on the power of a corpora- 
 tion organized under this Act to issue bonds or debentures, whether secured 
 by mortgage or otherwise. 
 
 Stockholders owing money to the corporation upon their subscriptions 
 for stock have the right to buy and pay for the company's bonds, and either 
 hold them or pass them upon the market. {Bergen v. Porpoise Fishing Co., 
 
 42 N. J. Eq., 397-) 
 
 The lien of the holders of mortgage bonds relates to the tmie when 
 the mortgage was recorded, and is superior to a mechanic's lien, although 
 the bonds themselves were not issued until after the erection of the build- 
 ing had been commenced. (Central Trust Co.. Trustee, v. Continental Iron 
 Works, 51 N. J. Eq., 605.) 
 
 One who has accepted bonds of a corporation and sold them, and has 
 afterwards bought all the company's property at a receiver's sale, subject to 
 all encumbrances, is estopped to deny the validity of the bonds. (De Kay 
 v. Voorhis, 36 N. J. Eq., 2,7; afif'd Id., 548.) 
 
 Coupon bonds are negotiable securities. {Boyd v. Kennedy, 38 N. J. 
 Law, 146; Copper v. Jersey City, 44 N. J. Law, 634.) 
 
 As to the distinction between current corporate bonds and bonds that 
 are overdue, as afifecting the rights of holders thereof, see Midland R. R. Co. 
 v. Hitchcock, Z7 N. J. Eq., 549- 
 
 As to the power of one corporation to guarantee the bonds of another 
 corporation, see Bllerman v. Chicago Junction Rys. &c. Co., 49 N. J. Eq., 
 217-247. 
 
 No statutory limitation as 'to amount of mortgage indebtedness. — 
 
 The question is frequently asked whether there is any limitation under
 
 6 POWERS. 
 
 & \ the laws of New Jersey on the amount of bonds .or other indebtedness which 
 a corporation may create. As to ordinary business corporations the statutes 
 are silent, although railroad companies are limited in the amount of such 
 indebtedness. This question is doubtless suggested by the provisions of the 
 laws of some of the other states limiting the amount of bonded indebted- 
 ness to the amount of the paid-up capital stock. The general rule is stated 
 in Barry v. Merchants' Exchange Co., i Sanford Ch. Rep. (N. Y.), 280, 310, 
 where it was said — 
 
 "It is in vain to look in our laws for any express restriction of cor- 
 porations to the amount of their capital in the use of their credit. The his- 
 tory of those institutions in this country shows that no such restriction exists. 
 The Legislature has sometimes interposed its authority by expressly limiting 
 the use of the corporate credit, thus showing that unless so restricted it 
 was unlimited." 
 
 V. To appoint and compensate agents. — The power to appoint offi- 
 cers and agents is ordinarily in the directors, but it may be delegated. It 
 is not necessary that the appointment of an agent should be made under the 
 corporate seal. (Mendham v. Losey, 2 N. J. Law, 327.) 
 
 The manner of appointing agents is usually prescribed by the by-laws. 
 
 A trading or manufacturing corporation, until its charter is annulled 
 by a proper proceeding at law, has the same authority as an individual trader 
 or manufacturer to sell or consign goods, to select selling agents, and to 
 impose conditions as to whom and the terms upon which they shall sell. 
 {Stockton v. American Tobacco Company, 55 N. J. Eq., 352; afif'd 56 Id., 847.) 
 
 Compensation. See Wiltbank v. Automatic Amusement Mach. Co., 69 
 N. J. Law, 236; Central Consumers' Wine & Liqiior Co. v. Madden, 68 Atl. 
 Rep., 777; Metropolitan Rubber Co. v. Place, 147 Fed. Rep., 90. 
 
 Officers receiving excessive salaries are liable to the receiver of the cor- 
 poration for the amount of the excess. (Mills v. Hendershot, 70 N. J. Eq., 
 258.) 
 
 See further as to officers, agents and de facto officers, notes to § 13. 
 
 VI. By-laws. — As to where the power to make and alter by-laws lies, 
 see Section 11. 
 
 By-laws are binding and confer rights upon members of the corporation 
 but not upon third persons without notice. {State v. Overton, 24 N. J. Law, 
 435, 440.) 
 
 Where a by-law is adopted as a part of the original organization of 
 the company, and the subscriptions for stock are made and money paid 
 thereon upon the strength thereof, it becomes a fundamental contract be- 
 tween the stockholders, and cannot afterwards be altered, even though a 
 general power be reserved in the by-laws to make alterations therein. Rights 
 under such a by-law are vested in the stockholders and pass to each new 
 holder of stock by transfer. {Loetvcnthal v. Rubber Reclaiming Co., 52 N. 
 J. Eq., 440.)
 
 POWERS ADDITIONAL. 7 
 
 For early cases declaratory of general principles relating to by-laws, see R 2 
 Paxson V. Sweet, 13 N. J. Law, 196; Taylor v. Gviswold, 14 Id., 222; State 
 V. Overton, supra. 
 
 VII. To wind up and dissolve. — See also Section 69. Generally speak- 
 ing, aside from the inherent power of the State to forfeit a charter for 
 misuser or nonuser, the statutes alone provide the means by which a private 
 corporation may be dissolved, and any other method may be enjoined. {Hunt 
 V. American Grocery Co., 81 Fed. Rep., 532.) In Hoboken Building Asso- 
 ciation V. Martin (13 N. J. Eq., 427) it was contended that a failure to elect 
 officers according to the requirements of the constitution worked a dissolu- 
 tion. But the court held contra. This matter is now settled by statute. 
 (Section 41, post.) 
 
 The charter of a company is not extinguished by a transfer of all its 
 property. (Zinc Co. v. Franklinite Co., 13 N. J. Eq., 322; Sezvell v. East 
 Cape May Beach Co., 50 N. J. Eq., 7U-) 
 
 The methods by which a corporation may be wound up and dissolved, 
 provided by statute, are : 
 
 1. Limitation in the certificate of incorporation. The corporate ex- 
 
 istence is continued, however, for the purpose of settling up and 
 closing the affairs of the company. (Sec. 53.) 
 
 2. Surrender of the corporate franchises. (Sec. 32.) 
 
 3. Voluntary dissolution by the directors and stockholders, or by 
 
 unanimous consent of the stockholders. (Sec. 31.) 
 
 4. Legislation. (Sec. 4.) 
 
 5. Decree of the Court of Chancery in insolvency proceedings. (Sec. 
 
 69.) 
 
 6. The Court of Chancery or Supreme Court may declare charter 
 
 of company forfeited for failure to obey order to bring books 
 into the state. (Sec. 44.) 
 
 7. Proclamation of the Governor for failure to pay taxes. (Sec. 156.) 
 
 2. Powers additional. 
 
 In addition to the powers enumerated in the first section 
 of this act and the powers specified in its charter or in the act 
 or certificate under which it was incorporated, every corpora- 
 tion, its officers, directors and stockholders, shall possess and 
 exercise all the powers and privileges contained in this act, so far 
 as the same are necessary or convenient to the attainment of tlie 
 objects set forth in such charter or certificate of incorporation; 
 and shall be governed by the provisions and be subject to the 
 restrictions and liabilities in this act contained, so far as the 
 same are appropriate to and not inconsistent with such charter 
 or the act under which such corporation was formed; and no
 
 8 POWERS ADDITIONAL. 
 
 § 2 corporation shall possess or exercise any other corporate powers, 
 except such incidental powers as shall be necessary to the exer- 
 cise of the powers so given. 
 
 P. L. 1846, p. 16; Act of 1875, §§ 2, 3, 9. See P. L. 1899, p. 334. 
 
 As to the power of a corporation to enter into a partnership, see Oscil- 
 lating Carousal Co. v. McCool, 35 Atl. Rep., 582. 
 
 See Fechteler v. Palm Bros. Co., 133 Fed. Rep., 462; In re Tontine Surety 
 Co. of N. J., 116 Fed. Rep., 401; Rabe v. Dimlap, 51 N. J. Eq., 40; Nat'l 
 Bank of Republic v. Young, 41 N. J. Eq., 531 ; Am. Lighting Co. v. Public 
 Service Corp. of N. J., 132 Fed. Rep., 794; Lock v. Repaupo Meadow Co., 
 57 Atl. Rep., 423; State v. Atlantic City & Shore Ry. Co., 72 Atl. Rep., in. 
 
 Ultra Vires. — It was formerly the rule in this state that acts of a 
 corporation in excess of its express powers, or those necessarily implied, 
 were void, and contracts which were ultra vires as to the corporation were 
 incapable of enforcement or ratification. Such acts or contracts could not 
 become the foundation of a right of action either by or against the corpora- 
 tion. (Trenton Mut. L. Ins. Co. v. McKelway, 12 N. J. Eq., 133; Nat'l Trust 
 Co. V. Miller, 2Z N. J. Eq., 155; Black v. Delazvare & Raritan Canal Co.. 24 
 N. J. Eq., 455 ; Leggett v. N. J. Mfg. & Bkg. Co., i N. J. Eq., 54i ; State v. 
 Mansfield, 23 N. J. Law, 510.) 
 
 This rule no longer obtains. The present rule is that an ultra vires 
 contract which has been performed on one side will be enforced in all cases 
 where the party performing cannot, upon rescission, be restored to his 
 former status. The company is deemed to have acquiesced in the ultra 
 vires act, and is precluded from interposing its own infirmity to the injury 
 of the other party. An executory contract, ultra vires, however, cannot be 
 enforced, even though acquiesced in by every stockholder, and an ultra vires 
 contract, fully executed, cannot be rescinded. {Camden & Atl. R. R. Co. 
 v. Mays Landing, &c., R. R. Co., 48 N. J. Law, 530; BUerman v. Chicago 
 Junction Rys., &c., Co., 49 N. J. Eq., 217; Chapman v. Ironclad Rheostat Co., 
 62 N. J. Law, 497.) 
 
 In cases where stockholders have all assented to corporate action, and 
 no rights of the state or creditors intervene, the doctrine of estoppel is fully 
 applicable, and the plea of ultra vires is unavailing. (Brcslin v. Pries-Bres- 
 lin Co., 70 N. J. Law, 274 ; Perkins v. Trinity Realty Co., 69 N. J. Eq., 723 ; 
 aff'd 71 Id., 304.) 
 
 A mortgage ultra vires the corporation is held valid where the purchaser 
 of bonds secured thereby could not control the application of the pro- 
 ceeds. {Camden Safe Deposit & Tr. Co. v. Citicens' Ice & Cold Stor. Co., 69 
 N. J. Eq., 718; aff'd 71 Id., 221.) 
 
 Having accepted the benefits of an ultra vires contract, the corporation 
 cannot deny its liability tlicreunder. (IVhitehead v. American Lamp tr Brass 
 Co., 70 N. J. Eq., 581.) 
 
 Where the business of a corporation which it is required to transact 
 is lawful, there is no presumption that a contract made in pursuance of
 
 POWERS PROHIBITED; CHARTERS SUBJECT TO REPEAE. 9 
 
 such business is ultra vires. (Bdicards v. Nalional IVincLnv Glass Jobbers' ^3-4 
 ^ss'n, 68 Atl. Rep., 8oo.) 
 
 A manufacturing company has implied power to make negotiable paper 
 for use within the scope of its business, but it has no power to become a 
 party to bills or notes for the accommodation of others. (R. M. Owen & 
 Co. V. Storms & Co., 72 Atl. Rep., 441 ; Blake v. Domestic Mfg. Co., 64 N. J. 
 
 Eg., 480.) 
 
 Quasi-public corporations. The term discussed and applied. See Mc- 
 Carter, Attorney-General, v. Firemen's Insurance Co., 7Z Atl. Rep., 80; Court 
 of Errors and Appeals. Dissenting opinion, 72 Atl. Rep., 414. 
 
 An act of a corporation, engaged in a business that is affected with a 
 public interest, by which it contracts to enter upon a line of conduct that 
 tends to afifect such public interest injuriously, is ultra vires such corpora- 
 tion and may be restrained in equity at the suit of the Attorney-General 
 whether actual injury has resulted to the public or not. {Ibid.) 
 
 3. Banking powers prohibited to corporations organized under 
 this act. 
 
 No corporation created or to be created under the provisions 
 of this act shall, by any implication or construction, be deemed 
 to possess the power of carrying on the business of discounting 
 bills, notes or other evidences of debt, or of receiving deposits of 
 money, of buying gold or silver bullion or foreign coins, or of 
 buying and selling bills of exchange, or of issuing bills, notes or 
 other evidences of debt, upon loan or for circulation as money. 
 
 (As amended by Chap. 176, Laws of 1899; P. L. 1899, p. 473-) 
 P. L. 1846, p. 16; Act of 187s, § 4- 
 
 As to the right of a corporation to loan its credit or cash for the express 
 purpose of fostering its legitimate business, see Whitehead v. American Lamp 
 & Brass Co., 70 N. J. Eq., 581, at 585; Earle v. American Sugar Refining 
 Co., post. 
 
 The business of banking, as defined by law and custom, consists, among 
 other things, in making loans of money on collateral security. {Earle v. 
 American Sugar Refining Co., 71 Atl. Rep., 391, 395-) 
 
 See McCartcr v. Imperial Trustee Co., 72 N. J. Law, 42. 
 
 4. Charters subject to repeal. 
 
 The charter of every corporation, or any supplement thereto 
 or amendment thereof, shall be subject to alteration, suspension 
 and repeal, in the discretion of the legislature, and the legisla- 
 ture may at pleasure dissolve any corporation. 
 
 P. L. 1846, p. 65 ; P. L. 1849, p. 301 ; Act of 1875, §§ 6, 13.
 
 lO notice: OF' INTENTION TO REPEAL. 
 
 & 4«' Charters are contracts. — ''Charters of private corporations are regarded 
 as executed contracts between the state and the corporator, and the rule is 
 settled that if the charter does not contain a reservation of power in the 
 legislature to modify or change the contract, the legislature cannot repeal, 
 impair or alter such a charter against the consent or without the default of 
 the corporation." (Moiitclair v. N. Y. & Greenwood Lake Ry. Co., 45 N. J. 
 Eq., 436; Cooper Hospital v. Camden, 68 N. J. Law, 691.) 
 
 ''The power of the legislature has its limits. It can repeal or suspend 
 the charter ; it can alter or modify it ; it can take away the charter ; but it 
 cannot impose a new one and oblige the stockholders to accept it." (Zabriskie 
 V. Hackcnsack & N. Y. R. Co., 18 N. J. Eq., 178, 192.) 
 
 The legislature has no authority to make any alteration or amendment, 
 in a charter granted subject to this section, that will defeat or substantially 
 impair the object of the grant or any rights which have vested under it. 
 (Ibid.) 
 
 The power to repeal, suspend or alter the charter is "a reservation to 
 the state for the benefit of the public, to be exercised by the state only. 
 The state was making what had been decided to be a contract, and it re- 
 served the power of change, by altering, modifying or repealing the con- 
 tract." (Mills V. Central R. R. Co. of N. J., 41 N. J. Eq., i, 8.) 
 
 A charter granted as a special act of the Legislature containing a limita- 
 tion on the power of the corporation is a part of the contract existing between 
 the stockholders themselves and between stockholders and the corporation, 
 which, under the Federal constitutional restriction against the impairment 
 of the obligation of contracts, cannot be abrogated by the directors or by a 
 majority of the stockholders, however large, against the objection of the 
 holder of a single share. {Einstein v. Raritan Woolen Mills, 70 Atl. Rep., 
 
 295) 
 
 The legislature has power to confer upon a court authority to declare 
 a charter forfeited for a specified misfeasance or malfeasance. (Huylar v. 
 Cragin Cattle Co., 40 N. J. Eq., 392, 396.) See section 44, post. 
 
 See Morris & Essex R. R. Co. v. Commissioners, &c., 37 N. J. Law, 
 228; Little V. Bowers, 46 N. J. Law, 300. 
 
 4a.* Notice of intention to repeal. 
 
 Of the intention to apply for the passage of a bill to repeal 
 the charter of any corporation, or bill to repeal the charter and 
 dispose of the property of any corporation, the public notice re- 
 quired by the first section of the act to which this is a supplement 
 shall be given by publishing the same, in a daily newspaper pub- 
 lished in Trenton, for at least six consecutive days prior to the 
 introduction of such bill, and by serving a copy of the notice 
 upon the president or secretary or a director or registered agent 
 of the corporation, if such officer or agent can be found within 
 this state, and if none of them can be found, then by personal 
 
 •Arbitrary number. Section inserted here merely for convenient reference
 
 FORMATION, PURPOSES, ETC. II 
 
 service of such copy upon them or one of them out of this state, § 5-6 
 or bv maihng a copy to them or one of them, directed to the resi- 
 dence or post-office address of such officer or agent, if known. 
 
 (Supplement to "An Act to prescribe the notice to be given of applications 
 to the legislature for laws, when notice is required by the constitution," 
 approved February 21, 1905; P. L- 1905. P- i/) 
 
 5. This act may be amended or repealed, at the pleasure of 
 the legislature, and every corporation created under this act 
 shall be bound by such amendment ; but such amendment or 
 repeal shall not take away or impair any remedy against any 
 such corporation or its officers for any liability which shall have 
 been previously incurred; this act and all amendments thereof 
 shall be a part of the charter of every corporation heretofore or 
 hereafter formed hereunder, except so far as the same are inappli- 
 cable and inappropriate to the objects of such corporation. 
 
 P. L. 1846, p. 65 ; P. L. 1849, p. 301 ; Act of 1875, §§ 14, 35- 
 
 See notes to Section 4, ante. 
 
 See In re Newark Library Ass'n, 64 N. J. Law, 217, 265; Rabe v. Dun- 
 lap, 51 N. J. Eq., 40. 
 
 II. — Formation, Constitution, Alteration, Dissolution. 
 
 6. Purposes for which corporations may be formed. 
 
 Upon executing, recording and filing a certificate pursuant to 
 allt the provisions of this act, three or more persons may become 
 a corporation for any lawful purpose or purposes whatever, other 
 than a savings bank, a building and loan association, an insur- 
 ance company, a surety company, a railroad company, a telegraph 
 company, a telephone company, a canal company, a turnpike com- 
 pany, or other company which shall need to possess the right of 
 taking and condemning lands in this State, or other than a cor- 
 poration provided for by "An act concerning banks and banking 
 (Revision of 1899)." or by "An act concerning trust companies 
 (Revision of 1899)," or by "An act concerning safe deposit com- 
 panies (Revision of 1899)." It shall, however, be lawful to form 
 a company hereunder for the purpose of constructing, maintain- 
 
 tSee section 43a.
 
 12 FORMATION, PURPOSES, ETC. 
 
 § 6 ing and operating railroads, telephone or telegraph lines outside 
 of this State; provided, that any company organized under the 
 provisions of this act for cremation purposes shall, before begin- 
 ning business, file a certified copy of its certificate of incorpora- 
 tion with the State Board of Health and obtain from said board 
 a license to carrv on said business, under such rules and reeula- 
 tions as said board may prescribe. 
 
 (As amended by Chap. 12, Laws of 1907; P. L. 1907, p. 35.) 
 P. L. 1846, p. 64; P. L. 1849, p. 300; P. L. 1852, p. 87; P. L. 1853, P- 
 427; P. L. 1855, p. 706; P. L. 1865, p. 707; P- L. 1865, p. 913; P. L. 1869, 
 p. looi; Act of 1875, § 10; P. L. 1876, p. 103; P. L. 1880, p. 92; P. L. 1888, 
 p. 112; P. L. 1889, p. 411; P. L. 1894, p. 497; P. L. 1899, p. 473. 
 
 In United States v. Northern Securities Co. it was held that the language 
 of this section means, obviously, that whatever powers the incorporators 
 see fit to assume, they must hold and exercise for the accomplishment of 
 lawful objects. However extensive and comprehensive these powers may 
 seem to be, they shall not be exercised to set at defiance any lawful statute 
 of Congress or of any state. (120 Fed. Rep., 721, at page 727; aff'd 193 
 U. S. 197.) 
 
 There are other classes of corporations not specified in this section, for 
 the incorporation of which separate Acts have also been passed. Among 
 them are gas companies (G. S., p. 1608), sewerage companies (G. S., p. 2190), 
 water companies (G. S., p. 2199), street railways (G. S., p. 3216), and trac- 
 tion companies (G. S., p. 3235). 
 
 "The effect of a separate Act of the legislature providing for the organ- 
 ization of a class of corporations, or corporations with certain powers, in 
 ways and under conditions inconsistent with or different from those pre- 
 scribed by the 'Act concernmg corporations' is to prohibit their organization 
 under the 'Act concerning corporations'." See Knickerbocker Importation 
 Co. v. Assessors, 74 N. J. Law, 583, citing with approval Richards v. Dover, 
 61 N. J. Law, 400; Domestic Telegraph & Telephone Co. v. Newark, 49 N. 
 J. Law, 344; Montclair Military Academy v. Assessors, 65 N. J. Law, 516. 
 See also fogg v. Ocean City, 74 N. J. Law, 362; McCarter v. Hudson County 
 Water Co., 70 N. J. Eq., 695; aff'd 209 U. S., 349, 52 L. Ed., 828; Perrine v. 
 Jersey Central Traction Co., 70 N. J. Law, 168. 
 
 See, also, State v. Atlantic City & Shore R. R. Co., 72 Atl. Rep., iii. 
 
 "A certificate of incorporation filed under this Act cannot include powers 
 such as arc intended to derive profit from the loan and use of money." 
 {McCarter v. Imperial Trustee Co., 72 N. J. Law, 42.) 
 
 See West Jersey Title & Guar. Co. v. Barber, 49 N. J. Eq., 474. 
 
 Persons. — The word "persons" in this Act does not include corpora- 
 tions. By analogy, Coddington v. Bxrs. of Havens, 8 N. J. Eq., 590.
 
 BusiNKSs outsidp: the statk. 13 
 
 A corporation cannot in its own name subscribe for stocI<, or be a cor- <, 7 
 porator unck'r the general railroad law ; nor can it do so by simulated com- 
 pliance with the provisions of the law through its agents as pretended cor- 
 porators and subscribers for stock. (Ccutnil K. R. Co. of N. J. v. Pa. R. R. 
 
 Co., 31 N. J. Eq., 475, 494-) 
 
 Compare Section 51, post, giving any corporation the power to purchase, 
 hold, &c., stock and bonds of other corporations. 
 
 A corporation, though an artificial person existing only in contempla- 
 tion of law, may act inherently for itself through its administrative officers, 
 as a natural person. Likewise it may authorize an agent or attorney to act 
 for it. When it does not go outside of its corporate machinery and capacity 
 in doing a corporate act, it is a confusion of terms and of ideas to say that 
 it is acting through an agent when the fact is that it is acting through an 
 agency, and in chief. (American Soda Fountain Co. v. Stolzenhach, 75 N. 
 J. Law, 721; 16 L. R. A. (N. S.), 703, and cases cited.) 
 
 Infants. — The statute authorizes persons to form a corporation; it is 
 implied that they shall be of full age. (Matter of Globe, &c., Ass'n, 13S 
 N. Y., 280, 284, and cases cited. See, also, Lindley on Companies, p. 39.) 
 In England it has been held that the incorporation is not rendered invaUd 
 by the fact that one of the subscribers was an infant. (Nassau Phosphate 
 Co., 2 Ch. D., 610.) 
 
 7, Business outside the state. 
 
 Any corporation of this state, heretofore or hereafter organ- 
 ized under the laws of this state, may conduct business, have one 
 or more offices, and hold, purchase, mortgage and convey real 
 and personal property outside of this state in any of the sev- 
 eral states, territories, possessions and dependencies of the 
 United States, the District of Columbia, and in foreign countries; 
 provided, such powers are included wdthin the objects set forth 
 in its certificate of incorporation or charter. 
 
 (As amended by Chap. 263, Laws of 1905; P. L. 1905, P- 5I5-) 
 
 P. L. 1865, p. 354; Act of 187s, § IS; P. L. 1889, p. 412. 
 
 The power of a corporation to do business in a state other than the 
 state of its creation depends primarily on the charter, subject to the condi- 
 tions imposed by the state where the business is carried on. {Baltimore 
 & Oliio R. R. Co. V. Koontz, 104 U. S., 5; see also Bank of Augusta v. Earle, 
 13 Pet., 519, 588.) 
 
 The power of a New Jersey corporation to do business without the 
 state is based upon this provision. The corporation exists by force of the 
 law that created it, and where that law ceases to exist and is not obliga- 
 tory, the corporation can have no existence. (Hilles v. Parrish. 14 N. J. Eq., 
 380, 383.) 
 
 5
 
 14 CERTIFICATE OF INCORPORATION. 
 
 3 As to the legality of a contract made in a foreign state without first 
 
 having procured the authority of such state to transact business, see Alle- 
 glieney Co. v. Allen, 69 N. L. Law, 270; see also s. c. 196 U. S., 458. 
 
 See Coler v. Tacoma Ry. & Power Co., 65 N. J. Eq., 347; Cooper v. 
 Phihulell'hia Worsted Co., 68 N. J. Eq., 622. 
 
 8. The certificate of incorporation shall be signed in person 
 b}' all the subscribers to the capital stock named therein, and shall 
 set forth : 
 
 I. The name (.)f the corporation ; no name shall be assumed 
 already in use by another existing- corporation of this state, or so 
 nearly similar thereto as to lead to uncertainty or confusion; 
 
 II. The location (town or city, street and number, if num- 
 ber there bej of its principal office in the state; 
 
 III. The object or objects for which the corporation is 
 formed ; 
 
 IV. The amount of the total authorized capital stock of the 
 corporation, which shall not be less than two thousand dollars, 
 the number of shares into which the same is divided and the par 
 value of each share; the amount of capital stock with which it 
 will commence business, which shall not be less than one 
 thousand dollars ; and, if there be more than one class of stock 
 created by the certificate of incorporation, a description of the 
 different classes, with the terms on which the respective classes 
 of stock are created. 
 
 V. The names and post-office address of the incorporators 
 
 and the number of shares subscribed for by each; the aggregate 
 of sucli subscriptions shall be the amount of capital stock with 
 wliich the company will commence business, and shall be at least 
 one thousand dollars ; 
 
 VI. The period, if any, limited for the duration of the com- 
 pany ; 
 
 VII. The certificate of incorporation may also contain any 
 provision which the incorporators may chose to insert, for the 
 regulation of the business and for the conduct of the affairs of the 
 corporation, and an}- provision creating, defining, limiting and
 
 CERTIFICATE OE INCORPORATION. 1 5 
 
 regulating the powers of the corporation, the directors and the§ 8 
 stockholders, or any class or classes of stockholders; provided, 
 such provision be not inconsistent with this act. 
 
 (As amended by Chap. 172, § 2, Laws of 1898; P. L. 1898, p. 408.) 
 P. L. 1846, p. 64; P. L. 1849, p. 300; Act of 1875; § 11; P. L. 1876, p. 
 103 ; P. L. 1884, p. 82 ; P. L. 1888, p. 152. 
 
 The certificate of incorporation must also contain the name of the reg- 
 istered agent. (See Section 43a.) 
 
 The certificate of incorporation should be signed in person. It is not 
 proper to sign by an attorney in fact. 
 
 Every person named in the certificate of incorporation as a subscriber 
 to the capital stock must sign the certificate. This to prevent the use of 
 unauthorized names as subscribers to capital stock. 
 
 The certificate should also be sealed by all the subscribing incorpora- 
 tors. Section 9 requires the certificate of incorporation to "be proved or 
 acknowledged as required for deeds of real estate." The officer before whom 
 the acknowledgments are taken shall certify that the "party signed, sealed 
 and delivered" the same. (P. L. 1898, p. 679.) 
 
 Section 8 construed in connection with sections 18 and 86. (Lloyd v. 
 Penn. Electric Vehicle Co., 72 Atl. Rep., 16.) 
 
 Certificate of incorporation. — The certificate of incorporation is the 
 charter of the company, and is held to be equivalent to a special act of the 
 legislature. (lillerinan v. Chicago Junction Rys. &c. Co., 49 N. J. Eq., 
 217; Oregon Ry. Co. v. Oregonian Ry. Co., 130 U. S., i.) 
 It is to a certain extent — 
 
 (i) A contract between the corporation and the state. {Montclair v. 
 A^. Y. & Greenwood Lake Ry. Co., 45 N. J. Eq., 436.) 
 
 (2) A contract between the individual stockholders and the corpora- 
 
 tion. (Kcan V. Johnson, 9 N. J. Eq., 401 ; Loewenthal v. Rubber 
 Reclaiming Co., 52 N. J. Eq., 440; Einstein v. Raritan Woolen 
 Mills, 70 Atl. Rep., 295.) 
 
 (3) A contract between the stockholders themselves. {Id.) 
 
 iVI edification of stockholders' rights. — The right to amend a certifi- 
 cate of incorporation which provided only for common stock, by making an 
 issue of preferred stock; the power of a majority to change the rate of divi- 
 dends on the preferred stock, or to change a cumulative dividend on preferred 
 stock to a non-cumulative, and similar questions have been litigated. (Pronick 
 V. Spirits Distributing Co., 58 N. J. Eq., 97; Smith v. Eastwood Wire Mfg. 
 Co., 58 N. J. Eq., 331 ; Bergcr v. United States Steel Corporation, 63 N. J. 
 Eq.. 809; Willcox v. Trenton Potteries Co., 64 N. J. Eq., 173; Rabe v. Dunlap, 
 51 N. J. Eq., 40; re Newark Library Association, 64 N. J. Law, 265; Wall v. 
 Utah Copper Co., 70 N. J. Eq., 17; Mitchell v. United Box Board & Paper 
 Co., 72 N. J. Eq., 580.)
 
 l6 CERTIFICATE OF INCORPORATION. 
 
 Charter cannot be attacked collaterally. — The regularity of the or- 
 
 ganization of a corporation cannot be questioned collaterally in any court at 
 the instance of a private person, and irregularities and omissions in such or- 
 ganization cannot be taken advantage of in a proceeding instituted by a private 
 person, but only in a direct proceeding in behalf of the state, inquiring by 
 what warrant the corporate grant is being used. (EHsabethtown Gas Light 
 Co. v. Green, 49 N. J. Eq., 329, 331, citing National Docks R. R. Co. v. Ceti- 
 tral R. R. Co. of A''. /., 32 N. J. Eq., 755 ; Stout v. ZuUck, 48 N. J. Law, 599 ; 
 West Jersey R. R. Co. v. Cape May, &c., R. R. Co., 34 N. J. Eq., 164; 
 Tcrhunc v. Midland R. R. Co., 38 N. J. Eq., 423 ; Jersey City Gaslight Co. 
 v. Consumers' Gas Co., 40 N. J. Eq., 427; New Jersey Southern R. R. Co. 
 V. Long Branch, 39 N. J. Law, 28. S^e also Stockton v. American Tobacco 
 Co.. 55 N. J. Eq., 352; aff'd 56 Id.. 847.) 
 
 I. Corporate name. — It is permissible for a corporation to assume the 
 name used by the incorporators as a firm name, or an individual name may be 
 used. The name must not contain the words "insurance," "safe deposit," 
 "trust company" or "bank." (See section 130, post.) 
 
 The court will restrain a domestic corporation from using a name so 
 similar to that of another domestic corporation as to lead to uncertainty or 
 confusion. (Glucose Sugar Refining Co. v. American Glucose Sugar Refining 
 Co., 22 N. J. L. J., 147; L. Martin Co. v. L. Martin Wilckes Co., 71 Atl. 
 Rep., 409; reversed on question of accounting, 72 Id., 294.) 
 
 Incorporation under a name adopted in imitation of that already in use 
 by a corporation of another state, thereby deceiving the public and appro- 
 priating the complainant's good-will and reputation does not afford immunity 
 from injunction against carrying on business under such name. That the 
 complainant is a corporation foreign to the state in which the defendant 
 is incorporated is no defense. {Peck Bros. & Co. v. Peck Bros. Co., 51 C. 
 C. A., 251-261; 113 Fed. Rep., 291; aff'd 187 U. S., 643.) 
 
 But where the complainant itself has by its own acts created in great 
 part the very confusion of which it complains it will not be aided by equity. 
 {Bear Lithia Springs Co. v. Great Bear Spring Co., 72 N. J. Eq., 871.) 
 
 The unauthorized use of the name of an individual as part of a corporate 
 title will not be permitted, even though such corporation and the individual 
 are not engaged in competitive business. {Edison v. Edison Polyform Mfg. 
 Co., 67 Atl. Rep., 392.) 
 
 A name which is descriptive of a patented article used in connection 
 with the business conducted by a corporation may be used as its corporate 
 designation. {Edison v. Mills-Edisonia, 70 Atl. Rep., 191.) 
 
 As to what restrictions may be made to the use of one's surname, see 
 Herring-Hall-Marvin Safe Co. v. Hall's Safe Co., 208 U. S., 554; Inter- 
 national Silver Co. v. Jl''in. H. Rogers, 72 N. J. Eq., 933- 
 
 See Eureka fire Hose Co. v. Eureka Rubber Mfg. Co., 69 N. J. Eq., 
 159; aff'd 71 Id., 300; application to modify injunction denied, 72 Id., 555; 
 Si. Patrick's Alliance of America v. Byrne, 59 N. J. Eq., 26; Edison Storage
 
 CERTIFICATE OF INCORPORATION. 17 
 
 Battery Co. v. Edison Automobile Co., 67 N. J. Eq., 44; International Silver'^ g 
 Co. V. Wm. H. Rogers Corp., 67 N. J. Eq., 646; Id. v. Wm. H. Rogers, 72 
 Id., 933 ; L. Martin Co. v. L. Martin & Wilckes Co., 72 Atl. Rep., 294. 
 
 A contract is not void because the corporation with which it is made is 
 misnamed therein. (Hoboken Bldg. Ass'n v. Martin, 13 N. J. Eq., 427; Wool- 
 zvich V. Forrest, 2 N. J. Law, 107; Middletozvn v. McCormick, 3 N. J. Law, 
 92. See also (as to grants), Inhabitants, &c., Allozuay's Creek v. String, 10 
 N. J. Law, 323; Den v. Hay, 21 N. J. Law, 174, and (as to bequests). Van 
 Wagenen v. Baldwin, 7 N. J. Eq., 211; McBride v. Elmer, 6 N. J. Eq., 107; 
 Goodell V. Union Ass'n, 29 N. J. Eq., 32; Lanning v. Sisters of St. Francis, 
 35 N. J. Eq., 392.) 
 
 It was held in Alc.vander v. Berney (28 N. J. Eq., 90), that "a corpora- 
 tion may assume a name by usage." (For a somewhat similar case, see Den v. 
 Helmes, 3 N. J. Law, 600.) 
 
 As to the right which a corporation has in its corporate name, see Yale 
 ivaw Journal, Vol. 17, p. 286, February, 1908. 
 
 II. Registered office in the state. — ^Chapter 173 of the Laws of 1898 
 (Sec. 43a, post) requires that all certificates, statements, &c., shall contain the 
 location of the principal office, the name of the agent therein and in charge 
 thereof, upon whom process against the corporation may be served. 
 
 See Nicholson v. Wheeling L. E. & P. Coal Co., no Fed. Rep., 105. 
 
 III. Objects. — Companies may be formed under this Act for any lawful 
 purpose or purposes. 
 
 Associations not for pecuniary profit are required to be organized under 
 Chap. 181, Laws of 1898 (P. L. 1898, p. 422). 
 
 The balance of disadvantage decidedly attaches to too narrowly defined 
 objects. The powers of the corporation cannot be enlarged by the by-laws. 
 {Stewart v. Odd Fellozvs' Mid. Life Ins. Co., 12 N. J. L. J., no.) 
 
 Speaking of the prescribed objects of a corporation, the Court of Errors 
 and Appeals in State v. Atlantic City & Shore R. R. Co. (72 Atl. Rep., in), 
 said: "The legislative purpose is to preserve, for the benefit of the people 
 and of private parties concerned, solemn evidence of the corporate powers 
 that have been granted, of the contract made between the state and the cor- 
 porators, and of the contract made by the corporators inter sese." 
 
 As between the corporators, the corporate objects contained in the cer- 
 tificate of incorporation cannot be changed without unanimous consent, un- 
 less changed by virtue of some act of legislation which may be read into 
 the contract. {Colgate v. U. S. Leather Co., 7^ Atl. Rep., 126.) Action on 
 the part of the corporation to change the nature of its business must be ex- 
 ercised, if at ail, by direct proceedings taken pursuant to the statute. {Ibid.) 
 
 IV. Stock. — There is no limit as to the amount of capital stock which a 
 corporation formed under this Act may have. It is necessary that the total 
 amount should be not less than $2,000, and it is necessary that at least $1,000
 
 1 8 CERTIFICATE OF INCORPORATION. 
 
 & 8 01 stock should be subscribed by the incorporators, this constituting the 
 amount of capital stock with which the company will commence business. 
 
 The par value of the shares may be fixed at any amount. 
 
 The Secretarj' of State of New Jersey has made a ruling, based upon an 
 opinion of the Attorney-General, that it is an implied requirement of the 
 statute that the certificate of incorporation shall separate the authorized 
 capital into common and preferred, fixing the amount of each. 
 
 Capital stock is defined in Goodnozu v. American Writing Paper Co., 69 
 Atl. Rep., 1014. 
 
 V. Names and post office addresses of incorporators. — There must 
 be at least three incorporators, who must be natural persons. It is not neces- 
 sary that any of them should be a resident of New Jerse}-. {Central R. R. 
 Co. of N. J. V. Pcnu. R. R. Co., 31 N. J. Eq., 475-) 
 
 This section is subject to the operation of Chapter 173 of the Laws of 
 1898 (Section 43a, post) which provides that the post office address of the 
 principal otifice of the company may be given as the post office address of the 
 stockholder in any certificate filed. 
 
 VI. Duration. — Existence, if not limited in the certificate of incorpora- 
 tion, is perpetual. Section 10 provides that corporate existence begins on 
 filing the certificate in the office of the Secretary of State. A corporation may 
 continue its existence indefinitely by proper proceedings. {M. Redgrave Co. 
 v. Redgrave, 71 Atl. Rep., 147.) 
 
 See sections 2y, 119. 
 
 VII. Additional powers. — The words "creating" and ''defining" are new, 
 and carry to its logical result the principle laid down in EUerman v. Chi- 
 cago Junction Rys., &c., Co., (49 N. J. Eq. 217) that the certificate of incor- 
 poration is equivalent to a special act of the legislature. 
 
 See Audcnried v. East Coast Milling Co., 68 N. J. Eq., 450. 
 
 The simple statement in affirmative language of the matters required by 
 the Corporation Act to be contained in the certificate of incorporation of a 
 company does not amount to such a limitation upon the future action of its 
 stockholders as will prevent a change in the purposes of the corporation by the 
 consent of two-thirds in interest of the stockholders under the same Act. 
 {Meredith v. N. J. Zinc & Iron Co., 59 N. J. Eq., 257; aff'd 60 Id., 445.) 
 
 As to the power of a corporation to enter into a partnership, see Oscil- 
 lating Carousal Co. v. McCool, 35 Atl. Rep., 582, and Fechteler v. Palm 
 Brothers & Co., 133 Fed. Rep., 462. 
 
 See Brozun v. Morton, 71 N. J. Law, 26. 
 
 Cumulative voting. — Under Chapter 172 of the Laws of 1900, provision 
 may be made in the certificate of incorporation for cumulative voting. (See 
 section 35a, post.)
 
 BEGINNING 01^ CORPORATE EXISTENCE. 19 
 
 9. Authentication and record of certificate. Copy evidence. §9-10 
 
 The certificate of incorporation sliall be proved or acknowl- 
 edg-ed as re(|uired for deeds of real estate, and recorded in a book 
 to be kept for that purpose in the office of the clerk of the county 
 where the principal office 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; said certificate or a copy thereof 
 duly certified by the secretary of state, shall be evidence in all 
 courts and places. 
 
 P. L. 1846. p. 65 ; P. L. 1849, p. 301 ; Act of 1873. § 12. 
 
 Within the state of New Jersey the acknowledgment may be taken 
 by the Chancellor, a justice of the Supreme Court, any attorney at law 
 admitted to practice by the Supreme Court, a Master in Chancery, a judge 
 of any Court of Common Pleas, a Commissioner of Deeds, a Clerk of the 
 Court of Common Pleas of any county, a Deputy County Clerk, a Sur- 
 rogate or Deputy Surrogate of any county, or a Register of Deeds of any 
 county. ("An Act respecting conveyances [Revision of 1898]," § 22, P. L. 
 1898, pp. 670, 678, as amended by Chap. 247, Laws of 1906, p. 524.) 
 
 All acknowledgments must be in the form prescribed by the New Jer- 
 sey statute. 
 
 10. Corporate existence begins on filing certificate. 
 
 I'pon making the certificate of incorporation and causing the 
 same to be recorded and filed as aforesaid, the persons so asso- 
 ciating, their successors and assigns, shall, from the date of such 
 filing, be and constitute a body corporate by the name set forth 
 in said certificate, subject to dissolution as in this act elsewhere 
 provided. 
 
 P. L. 1846, p. 65; P. L. 1849, p. 301; Act of 1875, § 13. 
 
 In Stevens v. Borough of Merchantville (62 N. J. Law, 167) it was 
 held that an ordinance by which a municipality makes a grant to a private 
 corporation is void if such corporation was non-existent at the time the 
 ordinance was introduced and passed upon second reading. (See also Lake 
 v. Ocean City, 62 N. J. Law, 160, 162.) 
 
 De facto corporations. — The law on this subject is stated in Stout 
 V. Z%tUck (48 N. J. Law, 599. 601) : "Li the absence of a statutory provision 
 making shareholders liable in case of failure to comply with the require- 
 ments of the charter, or with requirements of the act under which the com- 
 pany is incorporated, persons who have contracted with a de facto corpora- 
 tion, as a corporation, cannot deny its corporate existence in order to charge
 
 20 CERTIFICATES, ETC., TO BE RECORDED. 
 
 A \0a i'^s shareholders individually as partners. * * * Where it is shown that 
 there is a charter or a law under which a corporation with the powers as- 
 sumed might lawfully be incorporated, and there is a colorable compliance 
 with the requirements of the charter or law and a user of the rights claimed 
 under the charter or law, the existence of a corporation is established. 
 
 "And it is entirely settled that the corporate existence of such cor- 
 poration de facto cannot be inquired into collaterally. It is, as to all who 
 contract with it, to be assumed to be a corporation de jure. The legality 
 of its corporate existence may be inquired into only by the state. This is 
 as true where the corporation is formed under a general law as under a 
 special charter. * * * Had this suit been brought against the company 
 it could not have denied its corporate existence, neither can the plaintiffs, 
 v/ho contracted with it as a corporation, do so." (See also Hackensack 
 Water Co. v. De Kay, 36 N. J. Eq., 548; Rafferty, Rec'r, v. Bank of Jersey 
 City, 3S N. J. Law, 368; Vanneman v. Young, 52 N. J. Law, 403; Stockton v. 
 American Tobacco Co., 55 N. J. Eq., 352; aff'd 56 Id., 847; MacMillan Co. v. 
 • Stcii'art, 69 N. J. Law, 212; aft"'d Id., 676.) 
 
 A court of equity is not the proper tribunal to inquire into the valid- 
 ity of such organization. The action must be brought in a court of law, 
 on quo zvarranto, or information in the nature of quo warranto, by the Attor- 
 ney-General in behalf of the State. (See cases cited, p. 16.) 
 
 Where rights of third persons have arisen by reason of the acts of a 
 corporation, de facto, such corporation cannot be dissolved by any agree- 
 ment or act of the incorporators, so as to affect such rights. (McCartcr v. 
 Ketcham, 72 N. J. Law, 247; s. c. 74 N. J. Law, 825, 829.) 
 
 As to the right of one contributing toward the formation of a corpora- 
 tion, not in fact effected, see Shenvin v. Sternberg, 71 Atl. Rep., 117; aff'd 
 by the Court of Errors and Appeals November 15, 1909. 
 
 10^.* Certificates and other corporate papers to be recorded. 
 
 It shall be the duty of the secretary of state to record in 
 books for that purpose, all certificates and other papers re- 
 lating to and in any way affecting corporations, now on file in 
 his ofiice and such as are required by any law of this state to 
 be filed therein, excepting annual reports ; such recording to be 
 done upon typewriter with record ribbon of permanent color, on 
 paper of approved durability ; such records to be kept in a vault 
 separate and away from the vault or place wherein the originals 
 are filed ; for this service the secretary of state shall, at the time 
 of the filing of each certificate or other paper, charge a fee of ten 
 cents per folio of one hundred words (with a minimum charge 
 of one dollar), for the use of the state. 
 
 ("An Act respecting the recording of certificates and other papers re- 
 lating to and effecting corporations," approved March 28, 1904; P. L. 1904, 
 p. 282.) 
 
 *Arbitrary number. Section inserted here trierely for convenient reference.
 
 BY laws; powers of DIRKCTORS. 21 
 
 11. By-laws. § 11-12 
 
 'J'he power to make and alter by-laws shall be in the stock- 
 holders, but any corporation may, in the certificate of incorpora- 
 tion, confer that power upon the directors; by-laws made by the 
 -directors under power so conferred may be altered or repealed 
 hy the stockholders. 
 
 Act of 1S75, § 45- 
 
 The power of the corporation cannot be enlarged by a by-law. (_Stc:carl 
 V. Odd Fellows Mutual Life Ins. Co., 12 N. J. L. J., no.) 
 
 The powers of the stockholders to amend the by-laws cannot be curtailed 
 by a delegation of such power to the directors. (In re A. A. Griffing Iron 
 Co., 63 N. J. Law, 168; aff'd Id., 357-) 
 
 Construction. — A provision in the by-laws of a corporation that at 
 special meetings of the stockholders questions should be determined by the 
 vote of a "majority of stockholders" was construed to mean a majority in 
 interest of the stockholders, the by-laws providing that all questions as to 
 elections should be governed by the Corporation Act of 1896. (Wein- 
 burgh V. Union Street Railway Advertising Co., 55 N. J. Eq., 640.) 
 
 The right of a stockholder to inspect the books of a corporation cannot 
 be limited or prohibited by a by-law or provision in the certificate of in- 
 corporation. {Hodgens v. United Copper Company, 67 Atl. Rep., 756.) 
 
 For further cases as to by-laws see notes to Section i. 
 
 12, The business of every corporation shall be managed by its 
 directors, who shall respectively be shareholders therein; they 
 shall be not less than three in number, and, except as hereinafter 
 provided, they shall be chosen annually by the stockholders at 
 the time and placet provided in the by-laws, and shall hold office 
 for one year and until others are chosen and qualified in their 
 stead; but by so providing in its certificate of incorporation, any 
 corporation organized under this act may classify its directors in 
 respect to the time for which they shall severally hold office, 
 the several classes to be elected for dift'erent terms; provided, 
 that no class shall be elected for a shorter period than one year 
 or for a longer period than five years, and that the term of office 
 of at least one class shall expire in each year; any corporation 
 which shall have more than one kind of stock, may, by so provid- 
 ing in its certificate of incorporation, confer the right to choose 
 the directors of any class upon the stockholders of any class or 
 
 tXhe place must be the legistered office of the company in New Jersey. (Sec. 44.)
 
 22 POWERS OF DIRECTORS. 
 
 § 12 classes, to the exclusion of the others; one director of every cor- 
 poration in this state shall be an actual resident of this state, 
 and it shall not be necessary for more than one director to be a 
 resident of this state, notwithstanding the provisions of any 
 special charter or other act. 
 
 P. L. 1846, pp. 65, 66; I. L. 1849, p. 302; P. L. 1872, p. 89; Act of 
 1875, § 16; P. L. 1881, p. 122; P. L. 1889, p. 413; P. L. 1892, p. 90; P. L. 
 1893, p. 444. 
 
 Unless the certificate of incorporation contains limitations upon the 
 powers of the directors, the executive power of the corporation is vested in 
 the board of directors. The court said in Loewenthal v. Rubber Reclaim- 
 ing Co. (52 N. J. Eq., 440) : 
 
 "In this connection it is worthy of remark that the stockholders, as 
 such, have no power to make any contract or execute any work. Their 
 power is confined to electing directors and advising them in their conduct 
 of the business of the company." 
 
 See Audenried v. East Coast Milling Co., 68 N. J. Eq., 450. 
 
 The purely discretionary powers of a board of directors of a corporation 
 concerning its internal affairs, fairly and honestly exercised, are not re- 
 viewable or controllable by a court of law or equity. (Siegnian v. Electric 
 Vehicle Co., 140 Fed. Rep., 117.) 
 
 But acts of a corporation which are tilira vires do not come within this 
 rule. (Id., 72 N. J. Eq., 403, Court of Errors and Appeals, N. J.) 
 
 An agreement by which a corporation surrenders the management and 
 control of its affairs and business to another corporation is ultra vires. The 
 purpose of a grant of power as contained in this section is that the corpor- 
 ation shall exercise its powers and carry on its business through its own 
 officers and agents. (Holt v. California Development Co., i6t Fed Rep., 3.) 
 
 It is repugnant to the well-settled judicial policy of this state to permit 
 the continuance in control, directly or indirectly, of directors or officers of a 
 corporation against whom is made out a prima facie case of malfeasance in 
 office, or who appear tmder the proofs to have used their official positions to 
 their own advantage and to the resulting injury of the corporation and its 
 shareholders. (Fitzgerald v. State Mutual Building & Loan Ass'n, 69 Atl. 
 Rep., 564. See, also, Michigan Law Review, Vol. 7, p. 53.) 
 
 A provision by which the directors of a corporation abnegate their duty 
 of management and turn it over to an alien body is in direct violation of 
 the words and meaning of the statute. (McCarter, Attorney-General, v. 
 Firemen's Insurance Co., yji Atl. Rep., 80, at p. 85.) 
 
 In Plaquemines Tropical Fruit Co. v. Buck (52 N. J. Eq., 219, at p. 
 238) the court said : 
 
 "It may sometimes become necessary in the transaction of the business 
 of a corporation to have the consent of all the stockholders, or of a certain 
 proportion of them, and resolutions giving such consent have the effect of
 
 POWERS OF DIRECTORS. 23 
 
 empowering the directors to act. But the board of directors is the le^^al ^ \2 
 executive, recognized as such, not only in practice and on principle, but by 
 statute." 
 
 "If stockholders in a corporation disapprove of the company's manage- 
 ment, conducted without fraud or gross abuse of trust, or consider their 
 speculation a bad one, their remedy is to elect new officers or sell their shares 
 and withdraw." (Benedict v. Columbus Construction Co., 49 N. J. Eq., 23.) 
 
 "Individual stockholders cannot question, in judicial proceedings, cor- 
 porate acts of directors if the same are within the powers of the corporation, 
 and, in furtherance of its purposes, are not unlawful or against good morals, 
 and are done in good faith and in the exercise of an honest judgment. Ques- 
 tions of policy of management, of expediency of contracts or action, of 
 adequacy of consideration not grossly disproportionate, of lawful appropria- 
 tion of corporate funds, are left solely to the honest decision of the directors 
 if their powers are without limitation and free from restraint. To hold 
 otherwise would be to substitute the judgment and discretion of others in 
 tlic place of those determined on by the scheme of incorporation." {EUerman 
 V. Chicago Junction Rys., &c., Co., 49 N. J. Eq., 217, 232. See also Edison v. 
 Edison United Phonograph Co., 52 N. J. Eq., 620; Hunt v. American Grocery 
 Co., 80 Fed. Rep., 70. See Booth v. Land Filling & Imp. Co., 68 N. J. Eq., 
 536.) 
 
 The board of directors must act as a board. A single director has no 
 power merely by virtue of his office. For any power he undertakes to exer- 
 cise he must get authority from the board. (Titus v. Cairo & Fulton R. R. 
 Co., 37 N. J. Law, 98. See Demarest v. Spiral Riveted Tube Co., 71 N. J. 
 Law, 14; Audenried v. East Coast Milling Co., 68 N. J. Eq., 450; Clement v. 
 Young-McShea Amusement Co., 70 N. J. Eq., 677.) 
 
 A majority of the directors of a corporation, in the absence of any regu- 
 lation in the charter, is a quorum, and a majority of such quorum when con- 
 vened can do any act within the power of the directors. (Wells v. Rahway 
 White Rubber Co., 19 N. J. Eq., 402; Metropolitan Telephone Co. v. Domes- 
 tic Telegraph Co., 44 N. J. Eq., 568; Cadmus v. Farr, 47 N. J. Law, 208.) 
 
 An express contract between a director and the corporation is not void, 
 but voidable, to be avoided at the option of the corporation, exercised within 
 a reasonable time. In Stewart v. Lehigh Valley R. R. Co. (38 N. J. Law, 
 505, at 522) the court said: "The vice which inheres in the judgment of a 
 judge in his own cause contaminates the contract; the mind of the director, 
 or trustee, is the forum in which he and his cestui que trust are urging their 
 rival claims, and when his opposing litigant appeals from the judgment there 
 pronounced, that judgment must fall. It matters not that the contract seems 
 a fair one. Fraud is too cunning and evasive for courts to establish a rule 
 that invites its presence * * * nor is it proper for one of a board of direc- 
 tors to support his contract with his company upon the ground that he 
 abstained from participating as director in the negotiation for and final adop- 
 tion of the bargain by his co-directors ; the very words in which he asserts 
 his right declare the wrong; he ought to have participated, and in the in-
 
 1 
 
 24 POWERS OF DIRECTORS. 
 
 g 1 2 terest of the stockholders, and if he did not, as they have thereby sufifered 
 loss, of which they shall be the judges, he must restore the rights he has 
 obtained — he must hold against them no advantage that he has got through 
 neglect of his duty toward them." (See, also. Guild, Ex'r, v. Parker, Rec'r, 
 43 N. J. Law, 430; Elkins v. Camden & Atl. R. R. Co., 36 N. J. Eq., 467, at 
 470; Gardner v. Butler, 30 N. J. Eq.. 702; Stroud v. Consumers Water Co., 
 56 N. J. Law, 422, 427; Hickman v. Hickman Hose Co., 13 N. J. L. J., m; 
 but see Tzvin Lick Oil Co. v. Marbury, 91 U. S., 587; Barr v. Pittsburg Plate 
 Glass Co., 57 Fed. Rep., 86; Barry v. Moeller, 68 N. J. Eq., 483; Oliver v. 
 Rahivay Ice Co., 64 N. J. Eq., 596; s. c. 61 Atl. Rep., 901; Hodge v. U. S. 
 Steel Corp., 64 N. J. Eq., 807; Camden Safe Deposit & Trust Co. v. Citi- 
 ;:ens' Ice & Cold Stor. Co., 69 N. J. Eq., 718; aff'd 71 Id., 221.) 
 
 Under this rule contracts for compensation of directors are likewise 
 voidable, and may be ratified by the stockholders, subject however, to 
 judicial review so far as the amount of the compensation is concerned, 
 either on behalf of dissentient stockholders of a going concern or creditors 
 of an insolvent corporation. (Hayes v. Pierson, 65 N. J. Eq.. 353; Lillard 
 V. Oil, Paint & Drug Co., 70 Id., 197; Porch v. Agnew Co., Id.. 328; aff'd 
 71 Id., 305; Mitchell v. United Box Board & Paper Co., 72 Id., 580; Lawton 
 V. Bedell, 71 Atl. Rep., 490.) 
 
 The corporation or its stockholders must exercise the right to avoid a 
 contract with a director within a reasonable time, dependent on the circum- 
 stances. (Stephany v. Marsden, 71 Atl. Rep., 598.) 
 
 This rule is for the benefit of the corporation, and as to others the con- 
 tract is valid and enforceable. {Barnes v. Trenton Gas Light Co., 27 N. J. 
 Eq., a; Stratton v. Allen, 16 N. J. Eq., 229.) So when the director of a 
 bank, who was also a member of a firm, offered a note belonging to the firm 
 to the bank, for discount, which was procurred from the maker by fraud, of 
 which he as a member of the firm had notice, it was held that the knowledge 
 of the director was not constructive notice to the bank, such director not hav- 
 ing acted with the board in making the discount and not having communi- 
 cated his knowledge to any of the officers of the bank. He was regarded in 
 the transaction as a stranger. (First Nat. Bank of Hightstozvn v. Christopher, 
 40 N. J. Law, 435 ; see also Sudbury v. Mercliantville Building & Loan As- 
 sociation, 57 N. J. Eq., 342, .345-) 
 
 A director, who is at the same time a creditor of his corporation, may, 
 for the purpose of collecting his debt, assume a position antagonistic to his 
 company and its stockholders by bringing action and proceeding to judg- 
 ment and execution for the recovery of the debt. But, on taking such pro- 
 ceedings, he must relinquish his trust pro hac vice openly and with fair 
 notice to his company. Whether such notice should be given to the stock- 
 holders or to the directors may depend on circumstances. (Marr v. Marr, 
 70 Atl. Rep., 375.) 
 
 A director of two corporations which contract with each other is inca- 
 pacitated to take part in settling the terms of the contract. (Metropolitan 
 Telephone Co. v. Domestic Telegraph Co., 44 N. J. Eq., 568, 573.)
 
 RESIGN ATIOX OF DIRECTORS. 25 
 
 The rule allowing stockholders to avoid contracts made with another ^ \2 
 corporation by common directors, applicable where the contract is made 
 through the directors alone, is inapplicable to the action of directors in 
 those statutory proceedings where the final action is that of the stockholders 
 themselves, acting in their individual rights and according to their individual 
 interests. (Bijitr v. SUmdard Distilling & Distributing Co., 70 Atl. Rep., 
 
 934- ) 
 
 Where the corporation is insolvent the directors arc trustees for the 
 
 creditors. (See Section 64 and notes.) 
 
 By statute (P. L. 1895, p. 166; Section 64 of this Act) corporations are 
 prohibited from conveying or assigning any of their assets after they have 
 become insolvent or suspended their ordinary business for want of funds 
 to carry on the same. But even before the passage of this statute a board 
 of directors of an insolvent company could not prefer one of its own mem- 
 bers. "The weight of authority is in support of the wholesome rule that the 
 directors of an insolvent corporation are trustees of its funds for its creditors ; 
 * * * by no act of such director can he obtain a position superior to that 
 of the other creditors for whose benefit he holds the trust assets." (Mont- 
 gomery V. Phillips, SS N. J. Eq., 203, 217; Wilkinson v. Bauerle, 41 N. J. Eq.. 
 635; Savage v. Miller, 56 N. J. Eq., 432.) 
 
 "Equity regards the property of a corporation as a fund held in trust for 
 the payment of its debts, and if other than bona fide creditors of the corpora- 
 tion, or purchasers, possess themselves of it, they take it charged with this 
 trust, w^hich a court of equity will enforce against them. This is now a well- 
 recognized rule of equity jurisprudence." (National Trust Co. v. Miller, 33 
 N. J. Eq., 155, 163-) 
 
 "The directors of an incorporated company cannot speculate with the 
 funds or credit of the company, and appropriate to themselves the profits of 
 such speculations. If they are the only persons interested as stockholders, yet, 
 if such speculations impair the capital stock, and have a tendency to substi- 
 tute a fictitious for a real value, such transactions are opposed to the policy of 
 their act of incorporation, and cannot, in any manner, be countenanced by a 
 court of equity." (Redmond v. Dickerson, et al., 9 N. J. Eq., 507, 516.) 
 
 A contract by the directors to promote another corporation in another 
 state, for the furtherance of the interests of their company, and to take a 
 majority of its stock, held not to be ultra vires. (Rubino v. Pressed Steel 
 Car Co., 53 Atl. Rep., 1050.) 
 
 As to powers of the directors of a defunct corporation, see In re Dela- 
 ivare River & Atlantic Ry. Co., 68 Atl. Rep., 1104. 
 
 Liability of directors who do not direct. — For an article collating the 
 authorities on this subject, see "The Bench and Bar," Vol. 18, p. 100. 
 (^Kavanaugh v. CommonwealtJi Trust Co., 64 Misc. [N . Y.], 303.) 
 
 Qualification of directors. — See note to Section 39. 
 
 Resignation of director. — A director of an ordinary business corpora- 
 tion can resign orally or in writing, unless there is some provision to the con-
 
 26 EivECTioN OF directors; officers. 
 
 13trary in the charter or by-laws. (Fearing v. Glenn, 73 Fed. Rep., 116.) 
 A written resignation takes effect on delivery to the president ; acceptance by 
 the board is not necessary. (International Bank v. Faber, 86 Fed. Rep., 443.) 
 
 Annual elections. — "That provision of the charter, which declares that 
 annual meetings of the stockholders shall be held for the election of directors, 
 grants to the stockholders a highly important and valuable right, which the 
 directors can neither defeat or impair. * * * Xhe right, therefore, to 
 change the day for the annual meeting is one which, from its very nature, can 
 alone be exercised by the stockholders. No board of directors can, without 
 the stockholders' consent, hold ofifice for a period longer than one year. 
 (Hlkins V. Camden & All. R. R. Co., 36 N. J. Eq., 467; Archer v. American 
 Water Works Co., 50 N. J. Eq., 33.) 
 
 Any action by the directors of a corporation, which is designed to retain 
 themselves in office, and thus perpetuate their control over the affairs of the 
 corporation, against the will of the holders of a majority of the stock, is 
 illegal and void, and the injured stockholders, in such a case, are entitled to 
 relief by injunction. (Hilles v. Parish, 14 N. J. Eq.. 380. See O'Connor v. 
 International Silver Co., 68 N. J. Eq., 67, 680.) 
 
 For further cases as to elections, see notes to §§ 34, 36 and 42. 
 
 Executive committee. — The courts are inclined to relax the rigor of 
 the general rule and to recognize the power of directors to delegate current 
 and ordinary business to a committee or committees. That is now not an un- 
 common practice among business corporations. (Metropolitan Telephone Co. 
 V. Domestic Telegraph Co., 44 N. J. Eq., 568.) 
 
 As to the ratification by the stockholders of the acts of a special com- 
 mittee appointed by the directors, see Kelsey v. New England Street Raikvay 
 Co., 60 N. J. Eq., 230. 
 
 See also Canada-Atlantic & Plant S S. Co. v. Flanders, 145 Fed. Rep., 
 875. 
 
 13. Officers. 
 
 Every corporation organized under this act shall have a presi- 
 dent, secretary and treasurer, who shall be chosen either by the 
 directors or stockholders, as the by-laws may direct, and shall 
 hold their offices until others are chosen and qualified in their 
 stead ; the president shall be chosen from among the directors ; 
 the secretary sliall be sworn to the faithful discharge of his duty, 
 and sliall record all the votes of the corporation and directors in 
 a book to be kept for that purpose, and perform such other duties 
 as shall be assigned to him ; the treasurer shall give bond in 
 such sum. and with such surety or sureties, as shall be required 
 by the by-laws, for the faithful discharge of his duty. 
 
 P. L. 1846, p. 66; P. L. 1849, p. 302; Act of 1875, §§ 17, 18.
 
 OFFICERS. 27 
 
 Powers of officers. — The powers of the officers of a corporation are ^ |^ 
 strictly those of agents — powers either conferred by the charter or by-laws or 
 delegated to them by the directors or managers. {Fifth Ward Savings Bank 
 V. The First Nat'l Bank, 48 N. J. Law, 513, 525; Stokes v. N. J. Pottery Co., 
 46 N. J. Law, 22,7-) 
 
 Stokes V. .'V. /. Pottery Co. {supra) held that the president is the 
 chief executive officer, and by virtue of his office has authority to perform 
 all acts of an ordinary nature which, by usage or necessity, are incident to his 
 office, and may bind the corporation by contracts in the usual course of busi- 
 ness. See also Beebe v. George H. Beebe Co., 64 N. J. Law, 497, holding that 
 the president has power by virtue of his office to take all steps necessary 
 for the defense of his company in litigation, including the appointment of an 
 attorney for this purpose. But the president of a corporation has no power 
 virtute oiRcii to alter the provisions of a formal agreement under seal en- 
 tered into by the corporation itself. {Mausert v. Feigenspan, 68 N. J. Eq., 
 671.) Nor the provisions of a contract relating to compensation for services. 
 {Minshitll V. N. J. Terminal R. Co., 71 Atl. Rep., 663.) 
 
 See Deniarcst v. Spiral Riveted Tube Co., 71 N. J. Law, 14; Millville 
 Traction Co. v. Goodwin, 53 N. J. Eq., 448; Stuart v. Staten Island Clay Co., 
 65 N. J. Law, 546; Bennett v. Millville Imp. Co., 67 N. J. Law, 320; Bergen 
 v. Rogers, 67 Atl. Rep., 290; aff'd 70 Id., iioo; Cogan v. Conover Mfg. Co., 
 69 N. J. Eq., 816. 
 
 The doctrine that a corporation may act only by a resolution of its board 
 and under its corporate seal, has long been abandoned. In the conduct of its 
 ordinary business a corporation acts by its agents, who may be appointed with- 
 out formal action of its board, and not even in writing. {American Insur- 
 ance Co. V. Oakley, 9 Paige [N. Y.] 496.) A corporation may be bound by 
 acceptance and ratification of previously unauthorized acts of its agent, even 
 when in the course of his principal's business he perpetrates a fraud. {Gar- 
 rison V. Technic Electrical Co., 55 N. J. Eq., 708; Flaherty v. Atlantic Lum- 
 ber Co., 58 N. J. Eq., 467, 473 ; see also Bennett v. Millville Imp. Co., 67 N. J. 
 Law, 320. 
 
 When an officer is clothed with apparent authority, although not in- 
 herent in his office, the general doctrine of agency applies, and the corpora- 
 tion m.ay be liable for his acts. The authority of the officer does not de- 
 pend so much on his title, or on the theoretical nature of his office, as on 
 the duties he is in the habit of performing. {Fifth Ward Savings Bank v. 
 First Nat'l Bank, 48 N. J. Law, 513, 525; see also Blake v. Domestic Mfg. 
 Co., 64 N. J. Eq., 480; Keen v. Maple Shade Land & Imp. Co., 63 N. J. Eq.. 
 321; Kirkpatrick v. Eastern Milling & Export Co., 135 Fed. Rep., 146; aff'd 
 '^7,7 Id., 387; Kelly v. Jersey City JJ^afcr Supply Co., 74 N. J. Law, 734; 
 Crossley v. St. Philip Neri, 74 N. J. Law, 653.) 
 
 As to when the president's agency is a question for tlie jury, see Loh 
 V. Broadway Realty Co., 71 Atl. Rep., 112. 
 
 A director, though ov/ning a majority of the stock of a corporation, 
 has no authority, as director, to act for the corporation, except as a member 
 of the board of directors. {Clement v. Young-McShea Amusement Co., 70 
 N. J. Eq., 677.)
 
 28 OFFICERS. 
 
 13 Where a corporation repudiates an unauthorized contract made by one of 
 its officers it must put the other party in statu quo. (Wilson v. Trenton Pas- 
 senger Ry. Co., 56 N. J. Eq., 783.) 
 
 As to acts of an extraordinary nature, an officer must have express au- 
 thority from the board of directors. He cannot confess judgment against 
 the company. {Stokes v. N. J. Pottery Co., 46 N. J. Law, 237.) Nor has he 
 power to execute a cognovit. (Raub v. Blairstown Creamery Ass'n, 56 N. 
 J. Law, 262. See also Lister Agricultural Chemical Works v. Sclby, 68 N. J. 
 Eq., 271.) 
 
 The president and cashier of a bank, as such, have no inherent power to 
 execute, in the name and behalf of the corporation, a mortgage or convey- 
 ance of real estate. (Leggett v. N. J. Mfg. & Bkg. Co., i N. J. Eq., 541 ; 
 Bennett v. Keen, 59 N. J. Eq., 634.) 
 
 A president and secretary have no power to execute, in the name of the 
 corporation, a declaration against offsets to a mortgage. (Voorhees v. Nixon, 
 72 N. J. Eq., 791 ; aff'd 69 Atl. Rep., 643.) 
 
 The doctrine adopted by the Court of Errors and Appeals as to when 
 a corporation is charged with notice from its agent's knowledge is stated 
 in Sooy v. State (41 N. J. Law, 394) : "The knowledge of the agent is charge- 
 able upon his principal whenever the principal, if acting for himself, would 
 have received notice of the matters known to the agent." See Vulcan Detin- 
 ning Co. v. American Can Co., 72 N. J. Eq., 387, at 400; s. c, 7;^ Atl. Rep., 603 
 But knowledge of an agent or officer should not be imputed to the corporation 
 for the purpose of establishing fraud on its part. (Ibid.) See also Bank v. 
 Christopher, 40 N. J. Law, 435 ; Canada Mfg. Co v. Woodbridge, 58 N. J. 
 Law. 134; Laiining v. Johnson, 75 N. J. Law, 259. 
 
 The question of the authority to sign an affidavit, either where the cor- 
 poration is a party to the suit or where there is a statutory requirement 
 upon the corporation to make an affidavit, as in the case of a deed of trust 
 covering personalty or a chattel mortgage, is a very different question and 
 is governed by different rules. See American Soda Fountain Co. v. Stolzen- 
 bach, 75 N. J. Law. 721 ; 16 L. R. A. (N. S), 703, and cases cited. See, also,. 
 Michigan Law Review, Vol. 6, p. 692. 
 
 De facto officers. — Lord Ellenborough's definition (King v. Bedford 
 Level 6 East., 356, 368) of a de facto officer as "one who has the reputa- 
 tion of being the officer he as.snmes to be, and yet is not a good officer in 
 point of law," is followed in Mechanics' National Bank v. Burnet Mfg. Co.y 
 32 .N. J. Eq., 236. 
 
 The acts of a de facto officer of a corporation are valid — so far. at least, 
 as they create rights in favor of third persons. (Doremus v. Dutch Reformed 
 Church, 3 N. J. Eq., 22i^; Hackensack Water Co. v. De Kay, 36 Id., 548; 
 Brahn v. Jersey City Forge Co., 38 N. J. Law, 74. See Kuser v. Wright, 52 
 N. J. Eq., 825; Collier v. Consol. Ry. Lighting & Refrigerating Co., 70 N. J. 
 Law, 313.) 
 
 Ratification of acts of officers. — See Kountze v. Morris Aqueduct, 58 
 N. J. Law, 303, 695 ; In re West Jersey Traction Co., 59 N. J. Eq., 62, ;
 
 OFFICERS. 29 
 
 Olh'cr V. Ralnvay Ice Co., 64 N. J. Eq., 596; s. c. 61 Atl. Rep., 901; McAIpin ^ Jg 
 V. Universal Tobacco Co., 57 Atl. Rep., 802. 
 
 Contracts. — See Mayor v. Harrison, 71 N. J. Law, 69. 
 
 Negotiable instruments. — In this state the courts have held the rule to 
 bi; that a note signed by the officer's name followed by his official title is 
 prima facie the note of the individual and not of the corporation, but that 
 parol evidence may be introduced to show whether it really was the personal 
 note of the officer or the note of the corporation. (Kean v. Davis, 21 N. J. 
 Law, 683; Reeve v. First Nat'l Bk., 54 N. J. Law, 208; see also Dayton v. 
 Warnc, 43 N. J. Law, 659; Sheldon v. Dunlap, 16 N. J. Law, 245; Simanton v. 
 Vlief, 61 N. J. Law, 595; s. c. 63 Id., 548; Shotwell v. M'Kown, 5 N. J. Law, 
 973; De Kay v. Hackensack Water Co., 38 N. J. Eq., 158; Tate v. Security 
 Trust Co., 62, N. J. Eq., 559-) 
 
 One who receives from an officer of a corporation the note of such cor- 
 poration in payment of or as security for a personal debt of such officer does 
 so at his peril. Prima facie the act is unlawful, and, unless actually author- 
 ized or ratified by the corporation, the note is void in the hands of the 
 payee. (Louis DeJonge & Co. v. IVoodport Hotel & Land Co., 72 Atl. Rep., 
 439-) 
 
 Vice-president. — As to the powers and authority of a vice-president, see 
 American Soda Fountain Co. v. Siolzenbach, 75 N. J. Law, 721 ; 16 L. R. A. 
 (N. S.), 703- 
 
 Secretary. — It is the duty of the secretary to keep the minute book of 
 the company. The minutes of a corporation need not be entered up in the 
 handwriting of the secretary; it is sufficient if they are entered under his 
 direction and approved by him. {Wells v. Rahzuay White Rubber Co., 19 
 N. J. Eq., 402.) 
 
 The law does not ordinarily imply in the secretary of a business corpora- 
 tion the power ex officio to bind the company by his act. He may, of course, 
 have larger powers by special appointment from the directors, and evidence 
 of such powers may be found in the circumstances of the particular case. 
 {Harris v. Congress Hall Hotel Co., 70 Atl. Rep.. 330; Curry v. Id., Ti Id., 
 124. See, also, American Soda Fountain Co. v. Stolsenbach, supra.) 
 
 Liability of treasurer for corporate funds. — Where a treasurer, with 
 the company's consent, deposited funds in a bank to his credit, he was 
 held entitled to allowance for deposits lost by failure of the bank. It was 
 also held that he was not liable for interest on funds of the company in 
 his hands, unless he had used them so as to earn interest, or for his own 
 purposes. {Laurel Springs Land Co. v. Fougeray, 57 N. J. Eq., 318.) 
 
 Removal of officers. — "If there be a fixed term of office removal must 
 be for cause : but otherwise, unless limited by statute or by-law, the power 
 to remove ministerial officers is absolute in the body that elects, subject
 
 I 
 
 30 OFinCERS; VACANCIES. 
 
 C 14— 15c>"ly to a right of action if there be a breach of contract of employment. 
 (Thompson on Corporations, Sections 804. S05, 820.) The president of a 
 corporation has no securer tenure than any other ministerial officer. 
 (Ibid, Section 4611.) Our statute (section 13) simply provides that every 
 corporation organized thereunder shall have a president, secretary and treas- 
 urer, who shall be chosen either by the directors or stockholders as the by- 
 laws may direct, and shall hold their offices until others are choseji and 
 qualified in their stead. The by-laws of the Griffing Company directed that 
 the directors shall choose these officers, but fixed no term of office, and at 
 the meeting of November 23d were amended so as to give express power 
 of removal. Such an amendment has been judicially upheld in this state. 
 {IVeinburgh v. Union, &c.. Advertising Co., 55 N. J. Eq., 640.) The stock- 
 holders ratified the removal made under this authority." {In re A. A. Grif- 
 fing Iron Co., 63 N. J. Law, 168; afif'd Id., 357.) 
 
 Certiorari is not the proper remedy to review a resolution of a corpora- 
 tion removing its president from office, or proceedings to reinstate or re-elect 
 directors who had resigned, where mandamus or quo warranto are available 
 remedies. {Overman v. Manly Drive Co., 71 Atl. Rep., 1125.) 
 
 See Sfepliany v. Liberty Cut Glass Works, 69 Atl. Rep., 967. 
 
 Torts committed by agents. — It is now thoroughly settled here as 
 elsewhere that corporations are liable for torts which they may commit by 
 agents, and that the pertinent inquiry when such liability is charged is (i) 
 W'hether the act in question is one within the scope of the corporate powers, 
 and (2) whether it was done by a person who was the agent of the cor- 
 poration in doing it. {IV. J. & Seashore R. R. Co. v. Welsh, 62 N. J. Law, 
 655. 658, citing McDermoit v. Evening Journal Ass'n, 43 N. J. Law, 488; aflf'd 
 44 Id., 430; Hobokcn, etc., Co. v. Kahn, 59 N. J. Law, 218; Dock v. Eliza- 
 bethtoivn Steam Mfg. Co., 34 N. J. Law. 312; Empire Cream Separator Co. v. 
 De Laval Dairy Supply Co.. 75 N. J. Law, 207.) 
 
 Compensation of employees. — A corporation may lawfully agree to 
 pay an employee a specified proportion of its net profits as part compensa- 
 tion. {Bennett v. Millville Imp. Co., 67 N. J. Law, 320.) See further on 
 this point, notes to Section 47, respecting dividends. 
 
 See Finley Rubber Varnish & Enamel Co. v. Finley, 32 Atl. Rep.. 740. 
 
 14. The corporation may have such other of&cers, agents 
 
 and factors, who shall he chosen in such manner and hold their 
 office for ?uch terms as may he prescribed by the by-laws. 
 
 P. L. 1846, p. 66; P. L. 1849, p. 302; Act of 1875, § 19. 
 
 See American Soda Fountain Co. v. Stohcnbach, 75 N. J. La^v, 721 ; 
 16 L. R. A. (N. S.), 703. 
 
 15. Any vacancy occurring among the directors or in the 
 
 office of president, secretary or treasurer by death, resignation,
 
 FIRST meh;tixg; voting by troxy. 31 
 
 removal or otherwise, shall be filled in the manner provided for§ 16-17 
 in the by-laws; in the absence of such provision such vacancies 
 shall be filled by the board of directors. 
 
 P. L. 1846, p. 66; P. L. 1849, p. 302; Act of 1875, § 20. 
 
 If the number of directors is increased the directorships thus created 
 are not vacancies within the meaning of this section. (In re A. A. Grif- 
 fing Iron Co., 63 N. J. Law, 168; aff'd Id., 357-) 
 
 As to the power to fill vacancies at common law, see Kearney v. Andrews, 
 10 N. J. Eq., 70. 
 
 16. The first meeting of every corporation sliall be called by 
 a notice, signed by a majority of the incorporators, designating 
 the time, place and purpose of the meeting, which notice shall 
 be published at least two weeks before the meeting in some news- 
 paper of the county where the corporation is established; or said 
 first meeting may be called without publication if two days' no- 
 tice be personally served on all the incorporators; or if all the 
 incorporators shall, in writing, waive notice and fix a time and 
 place of meeting, no notice or publication shall be required; 
 whenever under any of the provisions of this act, or any amend- 
 ment thereto, a corporation is authorized to take any action after 
 notice to its members or stockholders, or after the lapse of a 
 prescribed period of time, such action may be taken without 
 notice and without the lapse of any period of time, if such action 
 be authorized or approved and such requirements be waived, in 
 writing, by every member or stockholder of such corporation or 
 by his attorney thereunto authorized. 
 
 (As amended by Chap. 58, Laws of 1902; P. L. 1902, p. 217.) 
 
 P. L. 1846, p. 66; P. L. 1849, p. 303; Act of 1875, § 22; P. L. 1891, p. 113. 
 
 Where all the incorporators but one were present at the fir^t meeting, and 
 he afterwards assented to what was done, the incorporation was held to be 
 valid, although no notice was given. (Babbitt v. East Jersey Iron Co., i 
 Stew. Dig., p. 208, § 13, not otherwise officially reported.) 
 
 The meeting must be held at the place designated in the certificate of in- 
 corporation as the principal office. (Section 44, post.) 
 
 17. Stockholders may vote by proxy ; quorum, &c. 
 Absent stockholders may vote at all meetings by proxy in 
 writing ; and every corporation may determine by its certificate of
 
 32 VOTING BY PROXY ; QUORUM, ETC. 
 
 § 17 incorporation or by-laws the manner of calling and conducting" 
 all meetings, what number of shares shall entitle the stockholders 
 to one or more votes, what number of stockholders shall attend, 
 either in person or by proxy, or what number of shares or amount 
 of interest shall be represented at any meeting in order to con- 
 stitute a c|uorum, and may by its original or amended certificate 
 of incorporation provide that any action which now requires the 
 consent of the holders of two-thirds of the stock at any meeting 
 after notice to them given, or recjuires their consent in writing to 
 be filed, may be taken upon the consent of and the consent given 
 and filed by the holders of two-thirds of the stock of each class 
 represented at such meeting in person or by proxy ; provided, in 
 no case shall more than a majority of shares or amount of inter- 
 est be required to be represented at any meeting in order to con- 
 stitute a quorum ; if the quorum shall not be so determined by the 
 corporation, a majority in interest of the stockholders, represented 
 either in person or by proxy, shall constitute a Cjuorum. 
 (As amended by Chap. 119, Laws of 1901 ; P. L. 1901, p. 260.) 
 P. L. 1846, p. 66; R. S. (Ed. of 1846), p. 139, § 3 ; P. L. 1849, p. 302; Act 
 of 1875. § 21 ; P. L. 1891, p. 113. 
 
 Proxy. — The power of attorney need not be in any prescribed form, nor 
 be executed with any particular formality. It is sufficient if it appear on its 
 face to confer the requisite authority, and that it be free from all reasonable 
 grounds of suspicion of its genuineness and authenticity. (In re Election of 
 St. Lawrence Steamboat Co., 44 N. J. Law, 529.) 
 
 Absence of a seal does not invalidate a proxy for the election of officers. 
 (Hank-ins v. Neivell, 75 N. J. Law, 26.) 
 
 A proxy executed by a majority of a board of directors becomes invalid 
 when a part of such majority, sufficient to reduce the remainder to a minor- 
 ity, revokes such execution. (In re Delaware River & A. R. Co., 68 Atl. 
 Rep., 1104.^ 
 
 The validity of voting by proxy rests upon the statute ; and, as the statute 
 limits the right to absent stockholders, it follows that when a shareholder 
 who has given a proxy attends the election in person, his proxy becomes void, 
 because he is not an absent stockholder (Cliapman v. Bates, 61 N. J. Eq., 
 658: /;; re Schzvartz & Gray, Inc., 72 Atl. Rep., 70.) 
 
 Voting. — In the absence of any provision in the certificate of incorpora- 
 tion to the contrary, this section secures to each shareholder one vote for each 
 share of stock held by him and standing on the books of the company. (Sec- 
 tion 36.) {Camden & Atlantic R. R. Co. v. Elkins, Z7 N. J. Eq., 273.)
 
 PREIFERRED STOCK. 33 
 
 Provision may, it seems, be made in the certificate of incorporation or by- » | q 
 laws requiring each shareholder to hold a certain number of shares to entitle o ' " 
 him to one or more votes. {Loezveiitlial v. Rubber Reclaiming Co., 52 N. J. 
 Eq., 440.) 
 
 For the statutory provisions regulating elections of directors, see §§ 34, 
 et scq. As to voting pools or trusts, see p. 59. 
 
 Notice of meetings. — The general rule is that extraordinary matters 
 and such as cannot be fairly embraced in the transaction of business provided 
 for by the charter itself, cannot be taken at a meeting unless notice is given. 
 {Schwarzzvaldcr v. Tcgen, 58 N. J. Eq., 319, at 326; citing People's Ins. Co. 
 V. Westcott, 14 Gray, 440; Morawetz Corp., § 483; Ang. & Ames (lOth Ed. J 
 § 489. See also Dunster v. Bernards Land & Sand Co., 74 N. J. Law, 132.) 
 
 It is the duty of one acquiring stock to have the same transferred on 
 the books of the company, or to notify the company of his address where 
 notices should be sent in order to charge the company with neglect, and his 
 laches in this respect precludes recovery where notices are sent to the ad- 
 dress of the previous holder. (Dana v. American Tobacco Co., 72 N. J. 
 Eq., 44; aff'd, 69 Atl. Rep., 223.) 
 
 18. Preferred and other special stocks. 
 
 Every corporation organized under this act shall have power 
 to create two or more kinds of stock, of such classes, with such 
 designations, preferences and voting powers or restrictions or 
 qualifications thereof as shall be stated and expressed in the cer- 
 tificate of incorporation or in any certificate of amendment there- 
 of ; and the power to increase or decrease the stock as in this act 
 elsewhere provided shall apply to all or any of the classes of 
 stock ; but at no time shall the total amount of the preferred stocks 
 issued and outstanding exceed two-thirds of the capital stock 
 paid for in cash or property, and such preferred stocks may, if 
 desired, be made subject to redemption at any time after three 
 years from the issue thereof, at a price not less than par, and the 
 holders thereof shall be entitled to receive, and the corporation 
 shall be bound to pay thereon, dividends at such rates and on such 
 conditions as shall be stated in the original or amended certificate 
 of incorporation, not exceeding eight per centum per annum, 
 payable quarterly, half yearly or yearly ; and such dividends may 
 be made payable before any dividends shall be set apart or paid 
 on the common stock, and such dividends may be made cumula- 
 tive; provided, the corporation shall set apart or pay the said 
 dividends to the holders of non-cumulative preferred stock before
 
 34 PREFERRED STOCK. 
 
 §18 anv dividend shall be paid on the common stock; and in no event 
 shall a holder of preferred stock be personally liable for the debts 
 of the corporation : but in case of insolvency its debts or other 
 liabilities shall be paid in preference to the preferred stock ; the 
 terms "g-eneral stock" and ''common stock" are synonymous. 
 (As amended bj^ Chap, no, Laws of igoi ; P. L. 1901, p. 245.) 
 
 P. L. i860, p. 603; Act of 1875, § 25; P. L. 1882, p. 252; P. L. 1889, p. 
 413; P. L. 1S89, p. 415; P. L. 1893. p. 445, § 5- 
 
 Classes of stock. — The present act is broad and authorizes the crea- 
 tion of a number of kinds of stock, the only restriction being that the total 
 amount of preferred stock issued at any time shall not exceed two-thirds of 
 the paid up capital stock. 
 
 Stock may be preferred as to dividends, as to capital (either or both) or 
 otherwise, or may have a restriction or qualification of voting powers. The 
 power to vote may be wholly taken from any class of stock. (Miller v. Rat- 
 terman, 24 N. E. Rep., 496 [Ohio, 1890].) 
 
 Calling stock "preferred stock" does not, per se, define the rights of such 
 stock, but in order to determine in what respect the holder of such stock is to 
 be preferred to the holder of ordinary stock, resort must be had to the statute 
 or contract under which it is issued. {Elkins v. Camden & Atlantic R. R. 
 Co., 36 N. J. Eq., 233, 236.) 
 
 The creation of preferred stock by a corporation not authorized by the 
 special act incorporating it, nor under general laws existing at that time, 
 and against the objection of a shareholder, violates the obligation of the 
 contract between the corporation and the shareholder and is therefore illegal. 
 (Einstein v. Raritan Woolen Mills, 70 Atl. Rep., 295.) 
 
 Rights of preferred stockholders on winding up. — Section 86, which 
 provides that on dissolution "the surplus funds, if any, after payment of 
 creditors, and the costs, expenses and allowances, and the preferred stockhold- 
 ers, shall be divided and paid to the general stockholders proportionally, ac- 
 cording to their respective shares," does not create a statutory preference. 
 McGregor v. Home Ins. Co. (s;} N. J. Eq., 181, 186-7), construing the pro- 
 visions of the Act of 1875, held that the legislative intent was that where 
 the law or contract under which the stock is issued does not in any way 
 limit or restrict them, the rights of the holders of the preferred stock are, 
 to be first paid the par value of their shares, before anything is paid 
 to the general stockholders. But this case is not applicable to the Revision 
 of 1896 and its amendments. See notes to section 86, post. 
 
 See Black v. Hobart Trust Co., 64 N. J. Eq., 415; affd 65 /(/., 769. 
 
 Preferred stockholders are entitled only to the preferences set forth in 
 the certificate of incorporalion, and in the absence of express stipulation in 
 the certificate of incorporation, preferred stock gives the holder a preference
 
 CONVKRSION OF PREI^KRRKD STOCK. 35 
 
 only in the division of profits. {L'.oyd v. Pcnii. Electric Vehicle Co., 72 Atl. ^jg^^ 
 Rep., 16.) 
 
 Liability of preferred stock for assessments. — The provision that 
 '■in no event shall a holder of preferred stock be personally liable for the 
 debts of the corporation" does not affect the liability of preferred stockholders 
 to calls or assessments for nnpaid instalments up to the par value of the 
 stock, to which such stockholders are subject under sections 21 and 22 equally 
 w^ilh holders of common stock. (Kirkpatrick v. American Alkali Co., 140 
 Fed. Rep., 186, 190. See, also, Campbell v. American Alkali Co., 125 Id., 207.) 
 
 i8a.* Conversion of preferred stock into bonds; issue of 
 bonds convertible into common stock. 
 
 AA'ith the consent of two-thirds in interest of each class of the 
 stockholders present in person or by proxy at a meeting called m 
 the manner provided in section twenty-seven, every corporation 
 organized under this act that shall have issued preferred stock, 
 entitling the holders thereof to receive dividends at a rate exceed- 
 ing five per centum per annum, and that shall have continuously 
 declared and paid dividends at such rate, on such preferred stock 
 for the period of at least one year next preceding the meeting, 
 and whose floating or unfunded debt at the time of the stock- 
 holders' meeting shall, in the certificate the'reof filed with the 
 secretary of state, be certified not to exceed ten per centum of 
 the par amount of the preferred stock then outstanding, and 
 whose assets at such time, after deducting the amount of its 
 indebtedness, shall be certified in the judgment of the officers 
 making such certificate to be at least equal to the amount of 
 preferred stock issued and outstanding, may, with the consent 
 of the holder of any such preferred stock, redeem and retire the 
 preferred stock of such holder, out of bonds or out of the pro- 
 ceeds of bonds of the corporation, bearing interest at a rate not 
 exceeding five per centum per annum, the principal of such bonds 
 being made payable at a date not less than ten years from the 
 date thereof; every corporation organized under this act may, 
 from time to time, in the manner above provided, issue bonds, 
 which, if therein so declared, shall be convertible at par at the 
 option of the holder, into fully-paid common stock of the cor- 
 poration at par, within any period therein prescribed not less 
 
 'Arbitrary number; section inserted here merely for convenience of reference.
 
 36 STOCK CERTIFICATK. 
 
 & 19 than two years from the issue thereof; and in such case the board 
 of directors may authorize the issue of the common stock into 
 which such bonds, by their terms, shall be convertible. 
 (Supplement of March 28, 1902; P. L. 1902, p. 217.) 
 
 Conversion of preferred stock into bonds. — The constitutionality of this 
 Act was sustained by the Court of Errors and Appeals in Berger v. United 
 States Steel Corporation (63 N. J. Eq., 809). 
 
 Venner v. United States Steel Corporation (116 Fed. Rep., 1012) held 
 that this Act did not affect such an alteration in the status of a stockholder of 
 the defendant as to impair the obligation of his contract with the corpora- 
 tion within the meaning of the Federal Constitution. 
 
 A holder of common stock cannot question the plan of the company for 
 the conversion of its preferred stock into bonds. (Raymond v. United States 
 Steel Corporation, 63 N. J. Eq., 830.) 
 
 Issue of bonds convertible into stock. — The issuance of bonds by a cor- 
 poration with an option to convert them into new stock is illegal and will be 
 enjoined as a deprivation of the right of stockholders to participate in the 
 issue of new stock on the same terms as other parties. {Wall v. Utah Copper 
 Co., 70 N. J. Eq., 17- ) 
 
 19. Stock certificates. 
 
 Every stockholder shall have a certificate, signed by the 
 president and treasurer, certifying the number of shares owned 
 b}' him in such corporation. 
 
 P. L. 1846, p. 67 ; P. L. 1849, P- 303 ; Act of 1875, § 23. 
 
 A stock certificate is merely evidence, and does not itself constitute the 
 right of a stockholder. Where all of the capital stock of a corporation was 
 issued and outstanding, one purchasing from a stockholder an old certificate 
 in lieu of which new certificates had been issued did not become a stock- 
 holder, but a bona tide purchaser without notice is unaffected by equities which 
 might have affected the stock in the hands of an intermediate holder. (New 
 York & Eastern Tel. & Tel. Co. v. Great Eastern Tel. Co., 69 Atl. Rep. 528.) 
 
 While a corporation which has issued two certificates for the same stock 
 may not assert the validity of one and the invalidity of the other, so that 
 the rights of the holders cannot be settled in an action by the corporation, 
 there is no objection to defending the relation of the holders in an action by 
 one of the holders to which the corporation and all claimants of the stock are 
 made parties. (Ibid.) 
 
 A subscriber for stock who has complied with the terms of his sub- 
 scription and has paid the assessments becomes a stockholder and is en- 
 titled as of right to a certificate in the form prescribed by the statute. If
 
 TRANSFER OF SHARES. 37 
 
 the corporation refuses he may compel it to give him a certificate. (Am. Pig^ 20 
 Iron Storage Co. v. Assessors, 56 N. J. Law, 389, 393.) 
 
 See Doivning v. Potts, 23 N. J. Law, 66, 79; Bijur v. Standard Distilling 
 S- Distributing Co., 70 Atl. Rep., 934. 
 
 On the theory that the buyer of stock is the equitable owner and seeks 
 to consummate a legal title thereto, equity will compel the transfer of stock on 
 the books of the corporation. (Reilly v. Absecon Land Co., 71 Atl. Rep., 
 248, citing Archer v. American Waterworks Co., 50 N. J. Eq., 2,2,-) 
 
 As to the right of a corporation to refuse to issue an unreasonable number 
 of certificates to a stockholder, see Schell v. Alston Mfg. Co., 149 Fed. Rep., 
 439- 
 
 Duties of president and treasurer as to issue of stock certificate. — 
 ^'Their duties, as president and treasurer, respectively, with reference to 
 the execution and delivery of stock certificates, were purely clerical or 
 ministerial. * =i= * The certificate in this case, as in all cases, is a mere 
 voucher, a mere receipt establishing, when regularly issued, a prima facie 
 title in the holder to the shares of stock named therein." (Lakezvood Gas Co. 
 V. Smith, 62 N. J. Eq., 677.) 
 
 20. Transfer of shares. 
 
 The shares of stock in every corporation shall be personal 
 property, and shall be transferable on the books of the corpora- 
 tion in such manner and under such regulations as the by-laws 
 provide ; and whenever any transfer of shares shall be made for 
 collateral security, and not absolutely, it shall be so expressed 
 in the entry of the transfer. 
 
 P. L. 1846, p. 67 ; P. L. 1849, P- 303 ; Act of 187s, § 26. 
 
 Stock standing in the name of a decedent, or in the joint names of such 
 a decedent and another person or persons, is not assignable, or transferable 
 upon the books of a corporation of this state by a foreign executor, admin- 
 istrator or trustee until the tax provided for by the collateral inheritance 
 tax act has been paid to the State Treasurer. And no corporation of this 
 state shall transfer any such stock without first notifying the State Comp- 
 troller and obtaining his consent. (P. L. 1909, c. 228, p. 331, § 12.) 
 
 A share of stock represents the right which its owner has in the man- 
 agement and profits of the corporation. {Am. Pig Iron Storage Co. v. 
 Assessors, 56 N. J. Law, 389, 392. See also, Neiv York & Eastern Tel & 
 Tel. Co., V. Great Eastern Tel. Co., 69 Atl. Rep., 528.) 
 
 A stockholder's rights, evidenced by a certificate of stock, include the 
 personal rights inherent in a stockholder as a member of the corporation, 
 viz: the right to attend meetings, vote, etc., the property right to share m 
 the dividends and in distributions of assets, and the rights conferred by law
 
 38 TRANSFER OF SHARES. 
 
 S 20 1° protect such personal and propert}- rights. Dissohition of the corporation 
 will terminate a stockholder's personal, but not his property rights. {Bijur 
 V. Standard Distilling & Distributing Co., 70 Atl. Rep., 934.) 
 
 Situs of stock. — See Andrnvs v. Guayaquil & Q. Ry. Co., 69 N. J. Eq., 
 211; aff'd 71 Id., 768; see also 72 Atl. Rep., 355; Amparo Mining Co. v. 
 Fidelity Trust Co., 73 Atl. Rep., 249. 
 
 The Court of Errors and Appeals in Neilson v. Russell, (71 Atl. Rep., 
 286), con.strued the act for the ta.xation of collateral inheritances (P. L. 1894, 
 p. 318) as not applicable, where shares of stock of a New Jersey corporation 
 represented by certificates held bj- a non-resident at his domicile outside the 
 state at the time of his death pass by will to persons not exempt by law 
 from taxation. In this case the testator died before the amendment of the 
 inheritance tax act in 1906. Later, Justice Minturn, sitting in the Supreme 
 Court, in the case of Dixon y. Russell (73 Atl. Rep., 51), decided that under 
 the amendment of igo6 (P. L. 1906, p. 432) such certificates are taxable. 
 The provision of the act of 1906 upon which this decision was based is still 
 retained in a revision of the collateral inheritance tax act. (P. L. 1909, 
 P- 325-) 
 
 Transfer. — The provisions of charters and by-laws under the statute 
 that stock of the corporation shall be transferable only on the books of the 
 company, are intended for the protection of the company. {Matthezvs v. 
 Hoagland. 48 N. J. Eq., 455. 486.) 
 
 "A certificate of stock accompanied by an irrevocable power of attor- 
 ney, either filled up or in blank, is, in the hands of a third party, pre- 
 sumptive evidence of ownership in the holder. And where the party 
 in whose hands the certificate is found is a holder for value, without notice 
 of any intervening equity, his title cannot be impeached. The holder of the 
 certificate may fill up the letter of attorney, execute the power, and thus 
 obtain the legal title to the stock, and such a power is not limited to the 
 person to whom it was first delivered, but enures to each bona tide holder 
 into whose hands the certificate and power may pass." (Pi-all v. Tilt, 28 
 N. J. Eq., 479, 483; Rogers v. N. J. Ins. Co., 8 N. J. Eq., 167; Broadway 
 Bank V. McElrath, 13 N. J. Eq., 24; Hunterdon County Bank v. Nassau 
 Bank, 17 N. J. Eq., 496; Mt. Holly Turnpike Co. v. Ferree, 17 N. J. Eq., 117; 
 Del. & Atl. R. R. Co. v. Irick, 23 N. J. Law, 321; Bush v. Warren Foundry 
 Co., 32 N. J. Law, 439; Gibbs v. Craig, 58 N. J. Law, 661, 664; .V. /. Trust 
 & Safe Deposit Co. v. Bodine, 60 Atl. Rep., 387.) 
 
 The reason of the rule is stated in Matthezvs v. Hoagland, (supra), 
 to be "that the record owner has done everything in his power to effect 
 the transfer, and by such act has assigned all interest he may have 
 had and surrendered all indicia of ownership. As to third parties, holders 
 for value, he is estopped from asserting ownership— as to volunteers, the 
 gift is complete and irrevocable, if inter vivos." (Id., p. 4S6; see Walker 
 v. Dixon Crucible Co., 47 N. J. Eq., 342.)
 
 FRAUD IN SALES OF STOCK. 39 
 
 In the absence of provision in the charter creating a lien for indebted- ^ 20 
 ness of stockholders, a by-law, of which a transferee of a certificate of stock 
 had no notice, is insufficient to create such a lien. A provision in the char- 
 ter that the stock should be transferable in accordance with the by-laws 
 relates only to the formality of transfer. (Dre.rcl v. F.oiig Branch Gas Co., 
 3 N. J. L. J., 250.) 
 
 It is not necessary to endorse certificates of stock in order to pass the 
 title where a deed has been executed authorizing the transfer on the books 
 of the company. (Curtis v. Crossley, 59 N. J. Eq., 358; see also Tarbox 
 V. Grant, 56 N. J. Eq., 199, 204.) Nor is a transfer on the books of the 
 company necessary to make the legal title complete where delivery of a 
 certificate of stock is accompanied by an assignment. {O'Connor v. Inter- 
 national Silver Co., 68 N. J. Eq., 67; aft''d Id., 680.) 
 
 A sale of stock accompanied by the delivery of the certificate and a 
 power of attorney authorizing its transfer on the books of the company, 
 is valid against creditors of the seller, and gives the buyer precedence over 
 subsequent judgments, executions, and attachments procured against the 
 seller. But failure to demand a transfer on the books of the company will 
 make it necessary for the buyer to indemnify the company against loss 
 before a decree will be granted requiring the corporation to transfer the 
 stock to him on the books where in the meantime the stock has been 
 levied on and sold in attachment proceedings against the seller. (Reilly v. 
 Absecon Land Co., yi Atl. Rep., 248.) 
 
 The liability of a transferee of stock for unpaid calls due and to become 
 due upon stock standing in his name on the books of the company is con- 
 sidered at length by the Court of Appeals of New York in Sigtia Iron Co. 
 v. Brozvn, 171 N. Y., 488, at p. 496. See cases cited. 
 
 Specific performance of sales of stock. — Where the corporate stock to 
 which a contract of sale relates is not procurable in the market, and its 
 pecuniary value is not readily ascertainable, specific performance will, as a 
 rule, be decreed. {Safford v. Barber, 70 Atl. Rep., 371.) 
 
 Fraud in sales of stoctc. — Defendant (an officer of a corporation) 
 knew that the corporation had made a favorable sale of property which en- 
 hanced the value of the stock, which fact was known only to the directors 
 and officers. Plaintiff had no knowledge of it, and no knowledge of facts 
 to put him on inquiry as to it. Defendant bought the plaintiff's stock at 
 much less than its real value, at a price for which the plaintiff, in his ignor- 
 ance, was willing to sell it. Held, that there was no fraud and that there 
 was no duty from the officers to the stoc1<:holders to make any disclosure. 
 (Crowell V. Jackson, 53 N. J. Law, 656.) 
 
 A person making false representations in the sale of stock is liable 
 for the loss which the purchaser suffers by retaining the stock under the 
 belief that the representations are true. In such cases the market value 
 of the stock while the fraud is operative on the conduct of the purchaser
 
 40 PROCEEDINGS TO COMPEL STOCK ISSUE. 
 
 20 is unimportant, the measure of damages is the difference between the amount 
 paid for the stock and the value of the stock after the fraud ceased to be 
 operative. (Diiify v. Smith, i8 N. J. L. J., 217; aff'd Smith v. Duify, 57 N. 
 J. Law, 679. See also Crater v. Binninger, 23 N. J. Law, 513; Hubbard v. 
 Inlernational Mercantile Agency, 68 N J. Eq.. 434; Phillips v. Crosby, 70 
 N. J. Law, 785 
 
 Diligence in the discovery of the fraud and promptness in repudiation 
 of the purchase or subscription are necessary conditions for the rescission 
 of the contract for the subscription of stock on the ground of false repre- 
 sentations by the president of the company as to its financial condition and 
 the issue of its stock. Three years' delay held to be fatal to recovery. 
 (Tieniey v. Parker, 58 N. J. Eq., 117.) 
 
 Equity will not entertain a suit for the repayment of money paid for 
 stock on the ground of fraudulent representations. (Krueger v. Arinitage, 
 58 N. J. Eq., 357; Polhcmns v. Holland Trust Co., 59 N. J. Eq., 93. See 
 contra. Manning v. Berdan, 135 Fed. Rep., 159.) 
 
 As to the prosecution of a corporation for false statements with intent 
 to mislead investors, see P. L. i8n8, p. 842. (State v. Ware, 71 N. J. Law, 
 53-) 
 
 Proceedings to compel company to issue stock. — The subscribers 
 to the capital stock of a telegraph company upon payment of one-third of 
 the par value caused to be issued to themselves certain shares of full-paid 
 capital stock. At the same meeting of stockholders it was resolved that 
 certain shares of stock be issued to said subscribers for services alleged to 
 have been rendered by them to the company, without any account or state- 
 ment of the amount due them. In such a case the presumption is that full- 
 paid stock was issued upon payment of only a third of its par value. To 
 the enforcement of a contract thus tainted with illegality the court will not 
 lend its sanction. The court said that the relators had an adequate remedy 
 by suit for damages, and were not entitled to mandamus ; that mandamus 
 will not issue where the contract is unexceptional in its character. {Morton 
 V. Tiniken, 48 N. J. Law, 87.) 
 
 Proceedings to compel company to transfer stock. — Ordinarily man- 
 damus will not lie to compel the transfer of shares of a corporation to a 
 purchaser, or to compel the company to issue certificates of stock. (Bush 
 V. Warren Foundry Co., 32 N. J. Law, 439; Curtis v. Steever, 36 N. J. Law, 
 304; Galbraith v. Building Ass'n, 43 N. J. Law, 389; Morton v. Timken, 
 supra.) The owner has an adequate remedy in an action for damages. A 
 court of equity will compel the transfer of stock to the equitable owner 
 thereof, upon the books of a corporation, when such transfer is fraudulently 
 withheld by the agents of the corporation. (Archer v. American Water 
 Works Co., 50 N. J. Eq., 2>3.) 
 
 Attachment of shares of stock. — Shares of stock of a corporation may 
 be attached by virtue of the Attachment Act (P. L. 1901, p. 158). (Castle
 
 stockholders' liability. 41 
 
 V. Carr, 16 N. J. Law, 394; Curtis v. Steever, 2,(> N. J. Law, 304, 307; Cord^ 21 
 V. Newlin, 71 N. J. Law, 438.) 
 
 Shares cannot be attaclied if the certificate has been delivered or trans- 
 fer has been made on the books of the company, before the issue of the at- 
 tachment. {Bush V. JVarren Foundry Co., supra. See also Broadway Bank 
 V. McElrath, 13 N. J. Eq., 24; Matthezvs v. Hoagland, 48 N. J. Eq., 455, 486, 
 and cases cited.) 
 
 A transfer or pledge of stock as collateral security, without a transfer 
 on the books of the company, but accompanied by a blank power of attorney, 
 will protect the holder against the claims of an attaching creditor. (Broad- 
 zvay Bank v. McElrath, supra. See also Hood v. McNaughton, 54 N. J. Law, 
 425-) 
 
 Ownership of stock. — The Court of Chancery has jurisdiction of a suit 
 to establish a trust in shares of stock in a New Jersey corporation, although 
 the trustee resides out of the state, and cannot be served with process, but 
 can only be brought ni by the statutory proceedings against absent defendants. 
 (Amparo Mining Co. v. Fidelity Trust Co., 73 Atl. Rep., 249.) 
 
 21. Stockholders liable until subscriptions are fully paid. 
 
 AMiere the whole capital of a corporation shall not have been 
 paid in, and the capital paid shall be insnfficient to satisfy its 
 debts and obligations, each stockholder shall be bound to pay on 
 each share held by him the sum necessary to complete the amount 
 of such share, as fixed by the charter of the corporation, or such 
 proportion of that sum as shall be required to satisfy such debts 
 and obligations. 
 
 P. L. 1S46, p. 16; P. L. 1846, p. 68; Act of 1875, § 5- 
 
 Stock issued at an admitted overvaluation but without fraud is not sub- 
 ject to a further call, either directly or indirectly, by the suppression of 
 dividends declared from net profits where the assets are not impaired, and 
 such a dividend is not a dividing of the capital of the corporation. (Good- 
 now V. American Writing Paper Co., 72 N. J. Eq., 645; aff'd 69 Atl. Rep., 
 1014.) 
 
 General creditors' bill. — Where the capital, i. c., the property of a 
 corporation has proved insufficient to satisfy its debts and obligations, each 
 stockholder is liable for the amount of his unpaid subscriptions, or such pro- 
 portion thereof as shall be necessary to satisfy the debts of the company and 
 meet the expenses of winding up its affairs, but no more. (JVetherbee v. 
 Baker, 35 N. J. Eq., 501 ; Hood v. McNaughton, 54 N. J. Law, 425. 427; Cum- 
 berland Lumber Co. v. Clinton Hill Co., 57 N. J. Eq., 627.) The unpaid sub- 
 scriptions constitute a trust fund for the payment of the debts of the cor- 
 poration. A creditor may file a bill to enforce this liability only after he
 
 42 stockholders' liability. 
 
 9 1 has exhausted his remedies at law by judgment, issue of execution and its 
 return unsatisfied. He must sue in behalf of all the creditors of the cor- 
 poration and not for himself alone; the corporation must be made a party; 
 and all the property and assets of the corporation must be brought into the 
 suit and put in course of administration. The proceedings are in the nature 
 of an equitable accounting. {Bickley v. Schlag, 46 N. J. Eq., 533 ) 
 
 The ultimate liability of a stockholder of a foreign corporation for pay- 
 ment of corporate debts depends on the law of the state of incorporation, 
 not on the law of the forum, the control of which goes no further than the 
 remedies for enforcing the liability. This liability is to be enforced accord- 
 ing to the statutes of the foreign state adopting the construction of its courts 
 and the decisions of the courts of such states so far as they have de- 
 clared the principles controlling the same. (Johnson v. Tennessee Oil, Etc., 
 Co., 69 Atl. Rep., 788, 791.) 
 
 Where statutory provisions exempting stockholders from personal liability 
 except for unpaid subscriptions are used to issue stock fraudulently at an 
 overvaluation the holders of such stock remain subject to liability to creditors, 
 under the principles of the "trust-fund" doctrine. (Ibid.) 
 
 The Attorney-General is not a necessary party to proceedings to enforce 
 liability of stockholders under the statute. (See v. Heppenlieimer, 55 N. J. 
 Eq., 240; aff'd 56 Id., 453.) 
 
 Action at law by receiver. — When a corporation is insolvent and its 
 business is ended, the subscribers for or holders of its unpaid stock are 
 assessable for only so much of what is unpaid on the stock as will satisfy 
 the claims of corporate creditors and meet the expenses of winding up its 
 affairs. An order for such an assessment may be made by the Court of 
 Chancery in the suit wherein the corporation was adjudged to be insolvent 
 and when so made its propriety cannot be questioned in suits brought against 
 the stockholders for its enforcement. Such an order is the result of an 
 exercise of judicial power and therefore should be made only after a reason- 
 able opportunity has been afforded to the stockholders to be heard in the 
 matter. The petition of the receiver should set forth all the facts showing 
 the necessity for an assessment. (Cumberland Lumber Co. v. Clinton Hill Co. 
 57 N. J. Eq., 627. See also Barkalozv v. Totfen, 53 N. J. Eq., 573; Hood v. 
 McNaughlon, 54 N. J. Law, 425; Kirhpatrick v. Am. Alkali Co., 135 Fed. 
 Rep., 230; s. c, 140 Id., 186.) 
 
 Liability of original subscriber to stock. — An original subscriber to 
 stock becomes liable for his subscription upon the execution of the certifi- 
 cate of incorporation, though he does not participate in the organization, and 
 though the corporation become? merely a dc facto corporation. (.McCarfer 
 V. Ketcham, 74 N. J. Law, 825.) The subscription and the acceptance of a 
 certificate for shares constitute a contract by which the subscriber agrees to 
 pay the remaining instalments on demand by the corporation. (Hood v. I\Tc- 
 Naughton, 54 N. J. Law, 425.)
 
 STOCKHOLDERS LIABILITY. 43 
 
 From this agreement the subscriber cannot recede without the assent ;i OJ 
 of the company, evidenced by the consummation, in the form required by 
 the statute, of the transfer by the entry of the name of the transferee on the 
 registry of stockholders in the place of the subscriber, and the delivery of 
 a new cerlificatc to and in the name of the transferee. (Ibid.) 
 
 A stockholder is liable for assessments lawfully made while he is regis- 
 tered on the books of a corporation as such, and he is not released from such 
 liability by a transfer of the stock after the call has been made, but before it 
 becomes payable. {CajiipbcH v. American Alkali Co , 125 Fed. Rep., 207.) 
 
 As to the liability of stockholders who assent to a special assessment on 
 fully paid stock; wliere a judgment against the corporation has been regularly 
 obtained; or, in the case of a dc facto director, see Johnsoti v, Tennessee Oil 
 Co., 69 Atl. Rep., 788. 
 
 In an action at law for contribution, recovery again.st a director or 
 stockholder is limited to the proportionate share of each, independent of the 
 question whether any of ihe contributors were insolvent or without the 
 state. In equity the contributor or co-surety is liable to contribute to the 
 payment of his proportionate share of any co-surety insolvent or beyond the 
 reach of process. (Ibid, y^ Atl. Rep., 60.) 
 
 A subscriber, relying on false and fraudulent representations in a pros- 
 pectus respecting the value of the property to be transferred to the company, 
 has ground for relief against the corporation. (Manning v. Berdan, 135 Fed. 
 Rep. 159.) 
 
 See Clcz'engcr v. Moore, 71 N. J. Law, 148 ; Brown v. Morton. 71 N. J. 
 Law, 26; Baston Nat'l Bank v. Am. Brick & Tile Co., 69 N. J. Eq., 326; aff'd 
 70 Id., 722.; Am. Alkali Co. v. Kurtz, 134 Fed. Rep., (£2>', aff'd 138 Id., 392; 
 Southern Trust & Deposit Co. v. Yeatinan, 134 Fed. Rep., 810; Hollins v. 
 Am. Union Electric Co., 66 N. J. Eq., 457; Middletozvn Nat'l Bank v. Toledo, 
 Ann Arbor, &c., R. R. Co., 197 U. S., 394; Woods Motor Vehicle Co. v. 
 Brady, 181 N. Y., 145; Ecuadorian Ass'n v. Ecuador Co., 70 N. J. Eq., 277; 
 aff'd 71 Id., 757; Honeyman v. Haughey, 66 Atl. Rep., 582; In re Remington 
 Antomobilc & Motor Co.. l^9 Fed. Rep., 766; s. c, 153 Id., 345; Lcyncr 
 Engineering JJ'crks v. Kenipner, 163 Fed. Rep., 605. 
 
 Liability of transferee of stock. — A distinction is drawn between one 
 who holds the stock by transfer and an original subscriber. The former may, 
 it seems, in the absence of a fraudulent purpose, discharge himself of liability 
 for unpaid instalments by due transfer of his shares, although fhe transfer 
 may not be recorded on the books of the company. The latter cannot obtain 
 immunity in that way. (Hood v. McNaughton. 54 N. J. Law, 425, 428.) 
 
 The registered holder of stock at the time of the call is liable. (Couip- 
 bcll V. American Alkali Co., 125 Fed. Rep., 207,) 
 
 The liability of stockholders for unpaid stock is analogous to that of 
 joint guarantors and solvent stockholders within the jurisdiction are liable 
 for the entire burden. (Sec v. Hcppenheirner, 69 N. J. Eq.. 36.) 
 
 For a discussion of the question of the implied liability of a transferee 
 of stock for unpaid instalments, see Sigtia Iron Co. v. Brozvn, lyi N. Y., 488, 
 496. New York Court of Appeals.)
 
 44 ASSESSMENT AND FORFEITURE OF SHARES. 
 
 22 Remedy for collecting assessments.— The validity of an order of direc- 
 
 tors levying an assessment on a stockholder cannot be collaterally attacked 
 in an action against him to recover the assessment. (Campbell v. American 
 Alkali Co.. 125 Fed. Rep., 207.) 
 
 Bonus stock. — Holders of stock given as bonus are liable on it to cred- 
 itors, but not to the companj'. {Hcbbcrd v. Soutlnvestei n Cattle Co., 55 N. J. 
 Eq., iS.) 
 
 As to the legality of bonus stock issued under resolutions of a board of 
 directors of a foreign corporation, see Central Consumers' Wine & Liquor 
 Co. V. Madden, 68 Atl. Rep., jyy. 
 
 Statute of limitations. — The statute of limitations commences to run, 
 as to unpaid subscriptions to the stock of a corporation which has become 
 insolvent, after a call and assessment has been made by the receiver upon 
 an order of the court that a call is required to pay creditors. (McCarter v. 
 Ketchant, 72 N. J. Law, 247; see s. c, 74 Id., 825.) 
 
 Stockholders' action. — There is no express liability of one stockholder 
 to another for the payment to the company of unpaid stock. The court will 
 not interfere to compel stockholders of a solvent company to make their 
 stock fully paid where the complaining stockholder is likewise in default. 
 {Sivin V. Mutual Match Co., 72 N. J. Eq., 577.) 
 
 22. The directors of every corporation may, from time to 
 time, make assessments upon the shares of stock subscribed 
 for, not exceeding, in the whole, the par value thereof ; and the 
 
 sums so assessed shall be paid to the treasurer at such times and 
 by such installments as the directors shall direct, said directors 
 ha\ing given thirty days' notice of the assessment and of the 
 time and place of payment either personally or by mail or b}' 
 publication in a newspaper published in the county where the 
 corporation is established. 
 
 P. L. 1846, p. 67; P. L. 1849, p. 303;. Act of 1875. % 27; P. L. 1882, p. 252. 
 
 The rule in New Jersey may be stated as follows : A subscriber is not 
 bound to pay for his stock except in the manner prescribed by statute or de- 
 fined in the charter or by-laws, unless he waives these requirements. {Grosse 
 Isle Hotel Co. V. r Anson's Exrs., 42 N. J. Law, 10; afif'd 43 Id., 442.) 
 
 In construing a similar section in the Railroad Act, the court held that a 
 suit by the company will not lie on a subscription until a call has been duly 
 made. (Braddock v. P. R. R. Co., 45 N. J. Law, 363, 364; see N. J. Midland 
 Ry. Co. V. Strait, 35 N. J. Law, 322.) 
 
 Where the company has become insolvent and a receiver has been ap- 
 pointed, the Court of Chancery may direct the receiver to make calls. (Hood
 
 ASSESSMENT AND FORFEITURE OF SHARES. 45 
 
 V. McNaughton, 54 N. J. Law, 425; Barkalozv v. Totten, 53 N. J. Eq., 573; & 23-24 
 llebberd v. Soiitliu'esicrn Cattle Co., 55 N. J. Eq., 18; Cumberland Lumber 
 Co. V. Clinton Hill Co., 57 N. J. Eq., 627; sustained, 72 N. J. Law, 247.) 
 
 "A call is nothing more than an official declaration that the sums sub- 
 scribed are required to be paid." {Braddock v. P. R. R. Co., supra.) 
 
 The unpaid and uncalled subscriptions for stock cannot be mortgaged or 
 sold by the corporation. Where the call has been duly made, but not collected, 
 an assignment of the amount already called is valid. (Cook on Corporations, 
 Section iii; see N. J. Midland Ry. v. Strait, supra.) 
 
 Preference stockholders are liable for calls and assessments made by 
 directors. (Kirkpatrick v. American Alkali Co., 140 Fed. Rep., 186.) 
 
 23. If the owner of any shares shall neglect to pay any sum 
 assessed thereon for thirty days after the time appointed for 
 payment, the treasurer, when ordered by the board of directors, 
 shall sell, at public auction, such number of the shares of the de- 
 linquent owner as A\ill ].)ay all assessments then due from him. 
 with interest, and all necessary incidental charges, and shall trans- 
 fer the shares sold to the purchaser, who shall be entitled to a cer- 
 tificate therefor. 
 
 P. L. 1846, p. 67; P. L. 1849. P- 304; Act of 1875, § 28. 
 
 As to the liability of stockholders to contribute a proportionate share of 
 an assessment due and unpaid by one who is insolvent or beyond the reach 
 of process, sec Jolmson v. Tennessee Oil Co , y^ Atl. Rep., 60. 
 
 24. The treasurer shall give notice of the time and place 
 appointed for the sale, and of the sum due on each share, by 
 advet-tising the same three weeks successively, once in each week, 
 before tlie sale, in some newspaper published in the county where 
 the corporation is estal^lished. and by mailing a notice thereof 
 to the delinquent stockholder, if he knows liis post-office address. 
 
 P. L. 1846, p. 67; P. L. 1849, p. 304; Act of 1875, § 29. 
 
 Where stock has once been rightfully issued, even though nothing has 
 been paid on it by the stockholder, it can only be forfeited in the mode pre- 
 scribed by the statute, and the procedure prescribed by the statute must be 
 strictly followed. {Downing v. Potts, 23 N. J. Law, 66.) 
 
 An attempted forfeiture of the stock of a dormant corporation for non- 
 payment of assessments and the issue of new certificates does not affect the 
 rights of the original holder where the legal steps to forfeit are not taken. 
 See also as to the rights of purchasers of the old and new certificates. (Nezu 
 York & Eastern Tel. & Tel Co. v. Great Eastern Tel. Co., 69 Atl. Rep., 528.)
 
 4^ AMENDMENTS. 
 
 § 25-26-26a 25. Certificate upon payment of capital. 
 
 The president and secretary, or treasurer, upon payment of 
 each instalhiient of capital stock, and of every increase thereof, 
 shall make a certificate, stating the amount of the capital so paid, 
 and whether paid in cash or by the purchase of property, stating 
 also the total amount of capital stock, if any, previously paid 
 and reported ; which certificate s]:all be signed and sworn to by 
 the president and secretary or treasurer, and they shall, within 
 ten days after such payment, cause the certificate to be filed in 
 the office of the secretary of state. 
 
 P. L. 1846, p. 68; P. L. 1849. p. 304; Act cf 1875, §§ 30. 31 ; P. L. 1893, P- 
 447- 
 
 26. If any of said of&cers shall neglect or refuse to perform 
 
 the duties required of tliem in the preceding section for thirty 
 days after written request so to do by a creditor or stockholder 
 of the corporation, they shall be jointly and severally liable for 
 all its debts contracted before the filing of such certificate. 
 P. L. 1846, p. 68; P. L. 1849, p. 304; Act of 1875, § 32. 
 
 No action can be maintained nntil thirty days after a written request 
 has been made by a creditor or stockholder of the officers to make a certificate 
 and their neglect or refusal to do so within that time. (Nassau Bank v. 
 Brown, 30 N. J. Eq., 478.) 
 
 The liability created by this section is considered at length in Waters v. 
 Qniniby, 27 N. J. Law, 296; aff'd 28 Id., 533. 
 
 26a.* Incorporators may amend certificate of incorporation 
 before payment of capital. 
 
 It shall be lawful for the incorporators of any corporation, be- 
 fore the payment of any part of its capital, to record with the clerk 
 of the county in which its original certificate of incorporation v^as 
 recorded and file with the secretary of state, an amended certifi- 
 cate duly signed by the incorporators named in the original cer- 
 tificate of incorporation, and duly acknowledged or proved as re- 
 Cjuired for certificates of incorporation under the act to wdiich this 
 is a supplement, modifying, changing or altering its original cer- 
 tificate of incorporation, in whole or in part, which amended cer- 
 tificate shall take the place of the original certificate of incor- 
 
 •Arbitrary number ; section inserted here merely for convenience of reference.
 
 AMENDMENTS. 47 
 
 poration, and shall be deemed to have been filed and recorded on § 27 
 the date of the filing and recording of the original certificate; 
 pro tided, liowcver, that nothing herein shall permit the insertion 
 of anv matter not in conformity with the act to which this is a 
 supplement ; and provided, hoivever, that this act shall not in any 
 manner affect any proceedings pending in any court; for filing 
 said amended certificate of incorporation, the secretary of state 
 shall charge a fee of twenty dollars; provided, that where the 
 total authorized capital stock of the corporation is increased by 
 said amended certificate the secretary of state shall charge an 
 additional fee of twenty cents for each one thousand dollars of 
 said increase. 
 
 (Supplement of April 19, 1898, § i ; P. L. 1898, p. 407.) 
 
 There was in the Revision of 1896 no provision for the amendment of a 
 certificate of incorporation before the payment of the capital. A mistake or 
 omission could only be cured after full organization. (See section 27.) 
 This is a substantial re-enactment of sections 183, 238, 250 and 25-1, Title 
 "Corporations," General Statutes, all of which were repealed by the Revision 
 of 1896. 
 
 27. Amendments and changes after organization. 
 
 Every corporation organized inider this act may change the 
 nature of its business, change its name, increase its capital stock, 
 decrease its capital stock, change the par value of the shares of 
 its capital stock, change the location of its principal office in this 
 vState, extend its corporate existence, change its common stock 
 into one or more classes of preferred stock, create one or more 
 classes of preferred stock, and make such other amendment, 
 cliange or alteration as may be desired, in manner following : 
 The board of directors shall pass a resolution declaring that such 
 change or alteration is advisable and calling a meeting of the 
 stockholders to take action thereon. The meeting shall be held 
 upon such notice as the by-laws provide, and in the absence of 
 such provision upon ten days' notice, given personally or by 
 mail. If two-thirds in interest of each class of the stockholders 
 having voting powers shall vote in favor of such amendment, 
 change or alteration, a certificate thereof shall be signed by the 
 president and secretary under the corporate seal, acknowledged 
 or proved as in the case of deeds of real estate, and such certifi-
 
 4^ AMENDMENTS. 
 
 § 27cate. together with the written assent, in person or by proxy, of 
 two-thirds in interest of each class of such stockholders, shall be 
 filed in the office of tlie secretary of state, and upon the filing of 
 the same, the certificate of incorporation shall be deemed to be 
 amended accordingly; provided, that such certificate of amend- 
 ment, change or alteration shall contain only such provision as it 
 would be lawful and proper to insert in an original certificate of 
 incorporation made at the time of making such amendment, and 
 the certificate of the secretary of state that such certificate and 
 assent have been filed in his office shall be taken and accepted 
 as evidence of such change or alteration in all courts and places. 
 Nothing in this act contained shall be construed in any way 
 to amend, alter or modify the provisions of section eighteen of 
 the act to which this act is a supplement. 
 
 (As amended by Chap. 84, Laws of 1908; P. L. 1908, p. 127.) 
 
 P. L. 1846, p. 67; P. L. 1846, p. 68; P. L. 1849, P- 303; P. L. 1849, p. 
 
 304; Act of 1875, % 22; P- L. 1876, p. 74; P. L. 1876, p. 235; P. L. 1877, p. 
 
 22; P. L. 1877, p. 179; P- L. 1878, p. 157; P. L. 1879, p. 88; P. L. 1880. p. 
 
 49; P. L. 1883, p. 240; P. L. 1886, p. 226; P. L. 1887, p. 137; P. L. 1887, p. 
 
 156; P. L. 1888, p. 224; P. L. 1889, p. 367; P. L. 1891, p. 87; P. L. 1891, p. 
 
 332; P. L. 1892, p. 287; P. L. 1892, p. 362; P. L. 1892, pp. II, 12; P. L. 1893, 
 p. 444; P. L. 1895, p. 607. 
 
 For a construction of this section, as amended in 1908, see Einstein v. 
 Raritan Woolen Mills, 70 Atl. Rep., 295 (May 22, 1908). 
 
 The certificate of incorporation is a contract between the shareholders 
 which cannot be affected by any change made in it by virtue of a subsequent 
 act of the legislature, and it can only be effectually changed by virtue of 
 some act of the legislature in force at the time the certificate is filed, which 
 should be read into the contract. (Meredith v. A\ /. Zinc & Iron Co., 55 
 N. J. Eq., 211 ; aff'd 56 Id., 454; s. c. 59 Id., 257.) 
 
 Action to change the nature of the business must be by direct proceed- 
 ings in accordance with the statute, and not by merger or consolidation 
 agreement. In the absence of express legislation unanimous consent of 
 the stockholders is necessary. (Colgate v. U. S. Leather Co., 72 Atl. Rep.. 
 126.) 
 
 As to defects in the acknowledgement of an amended certificate of in- 
 corporation, see Philadelphia & C. Ferry Co. v. Intercity Link R. Co., js ^■ 
 J. Law, 86; aff'd 74 Id., 594. 
 
 Increase of stock. — See Donald v. Am. Smelling & Refining Co., 62 
 X. J. Eq., 729.
 
 AMENDMENTS. 49 
 
 Rights of stockholders on increase of stock. — It has been held that ^ 23 
 where the capital stock is increased, the original holders are first entitled 
 to subscribe for the increased stock in proportion to their holdings. 
 (Way V. Am. Grease Co., 60 N. J. Eq., 263.) Where the new stock is 
 issued for property purchased, from which all stockholders will receive 
 the same benefit, original holders cannot insist that new stock shall be issued 
 to them in proportion to their holdings, it being held that Section 55 of the 
 Act of 1875 (Section 48, post), became a part of the contract between the 
 stockholders. In case the corporation deprives the stockholders of his rights 
 in this behalf, the proper remedy is by an action at law for damages. (Mer- 
 edith V. N. J. Zinc & Iron Co., supra. See also Stokes v. Continental Trust 
 Co., 186 N. Y., 285.) 
 
 The issuance of bonds convertible into new stock is illegal and will be 
 enjoined as a deprivation of the right of stockholders to participate in such 
 new issue of stock on equal terms with other parties. (Wall v. Utah Copper 
 Co., 70 N. J. Eq., 17.) 
 
 For a discussion of stockholders' rights on the issue of stock, see Yale 
 Law Journal, Vol. XVII, p. loi, December, 1908. 
 
 Extension of corporate existence. — Quaere: Does a proceeding un- 
 der this section to extend the corporate existence of a quasi-puhVic corpora- 
 tion, having and exercising a franchise, extend the term of the franchise? 
 (Jersey City v. North Jersey Street Ry. Co., 74 N. J. Law, 774.) 
 
 28. Amendments by corporations formed under other acts. 
 
 Any corporation of this state whether organized under a 
 special act of incor]x.)ration or under general laws, excepting 
 railroad and canal corporations, and other corporations possess- 
 ing tlie right of taking and condemning lands, may increase or 
 decrease its capital stock, change its name, the par value of the 
 shares of its capital stock, or the location of its principal office 
 in or out of this state, change its common stock into one or 
 more classes of preferred stock, create one or more classes of 
 preferred stock, and tix an}- method of altering its by-laws per- 
 mitted by the act to which this is a supplement, in the manner 
 prescribed in the foregoing section, and any corporation may, 
 in the same manner, relinquish one or more branches of its busi- 
 ness, or extend its business to such branches as might have been 
 inserted in its original certificate of incorporation. 
 
 Nothinof in this act contained shall be construed in any way 
 to amend, alter or modify the provisions of section eighteen of 
 the act to which this act is a supplement. 
 
 (As amended by Chap. 84, par. 2. Laws of 1908; P. L. 1908, p. 127.)
 
 50 CHANCr: OF LOCATION. 
 
 28« '^'"'^ amendment created by Chapter 84, Paragraph 2, of the Laws of 
 1908 (P. L. 1908, p. 127), providing that any corporation may "change its 
 common stock into one or more classes of preferred stock, create one or 
 more classes of preferred stock," has been construed by the Court of Chan- 
 cer}^, in the case of a corporation with a special charter granted by the legis- 
 lature, to mean that the consent of the state to such change is given by this 
 amendment, provided all the stockholders agree, and therefore as affecting 
 only the contract between the state and the stockholders ; but, on the other 
 hand, if they do not all agree, the provision does not affect the fundamental 
 contract between the stockholders and the corporation. (Einstein v. Raritan 
 Woolen Mills, 70 Atl. Rep., 295.) 
 
 As has been stated elsewhere, the certificate of incorporation, often 
 called the charter of the company, has a two-fold aspect : first, as a contract 
 between the state and the incorporators and resulting stockholders ; second, 
 as a basic contract between the stockholders. 
 
 The conclusion is that this or any other amendment permitted by statute 
 affecting the basic rights of stockholders inter se would seem to be ineffec- 
 tive against the will of an objecting stockholder unless the power has been 
 conferred by legislation in such manner that it may be read into the con- 
 tract of incorporation. (See Colgate v. United States Leather Co., 72 Atl. 
 Rep., 126 at p. 129.) 
 
 This section, as amended, is intended clearly to cover corporations 
 organized under other acts than the Act of 1875, or the Revision of 1896. 
 
 See notes to § 17. 
 
 28«.* Change of location of office. 
 
 The board of directors of any corporation, organized under 
 the laws of this state, may change the location of the principal 
 office of such corporation within this state to any other place 
 within this state by resolution adopted at a regular or special 
 meeting of such board, by the votes of at least two-thirds of 
 the members of such board ; provided, that no certificate shall be 
 required to be filed of the removal of any office from one point 
 to another in the same town, township or city in this state. 
 
 Upon the adoption of a resolution as aforesaid, a copy thereof 
 shall be filed in the ofiice of the secretary of state, signed by the 
 president and secretary of such corporation, and sealed with its 
 corporate seal ; for filing the said certificate, the secretary of state 
 shall charge a fee of five dollars. 
 
 (Supplement of April 8, 1897; P. L. 1897, p. 175.) 
 
 See Stinson v. Cedar Grove Cemetery Co., 40 Atl. Rep., 116. 
 
 "Arbitrary number ; section inserted here merely for convenience of reference.
 
 DECREASE OE CAPITAL STOCK; UNEAWFUI, DIVIDENDS. 5I 
 
 29. The decrease of capital stock may be effected by retiring § 29-30 
 or reducing any class of the stock, or by drawing the necessary 
 number of shares by lot for retirement, or by the surrender by 
 
 every shareholder of his shares, and the issue to him in lieu 
 thereof of a decreased number of shares, or by the purchase at 
 not above par of certain shares for retirement, or by retiring 
 shares owned by the corporation or by reducing the par value 
 of shares; and when any corporation shall decrease the amount 
 of its capital stock hereinbefore provided, the certificate decreas- 
 ing the same shall be published for three weeks successively, at 
 least once in each week, in a newspaper published in the county 
 in which the principal office of the corporation is located; the 
 first publication to be made within fifteen days after the filing 
 of such certificate, and in default thereof the directors of the 
 corporation shall be jointly and severally liable for all debts of 
 the corporation contracted before the filing of the said certifi- 
 cate, and the stockholders shall also be liable for such sums as 
 thev may respectively receive of the amount so reduced; pro- 
 vidcd, no such decrease of capital stock shall release the liability 
 of any stockholder, whose shares have not been fully paid, for 
 debts of the corporation theretofore contracted, nor afi^ect any 
 reduction of the taxes that may be required to be paid by the 
 charters of corporations incorporated by special acts. 
 
 P. L. 1846, p. 68; P. L. 1849, p. 305; P- L. 1882, p. 139; P- L. 1885, p. 140. 
 
 See Continental Securities Co. v. Northern Securities Co., 66 N. J. Eq., 
 274- 
 
 30. Unlawful reductions of capital and unlawful dividends. 
 
 The directors of a corporation shall not make dividends ex- 
 cept from its surplus, or from the net profits arising from the 
 business of such corporation, nor shall it divide, withdraw, or 
 in any way pay to the stockholders or any of them, any part of 
 the capital stock of such corporation, or reduce its capital stock 
 except as authorized by law^ ; in case of any wilful or negligent 
 violation of the provisions of this section, the directors under 
 whose administration the same may have happened, except those 
 wdio may have caused their dissent therefrom to be entered at
 
 52 REDUCTION OF CAPITAL; UNLAWFUIv DIVIDENDS. 
 
 § 30 large upon the minutes of such directors at the time, or who not 
 then being present, shall have caused tlieir dissent therefrom to 
 be so entered upon learning of such action, shall jointly and sev- 
 erally be liable at any time within six years after paying such 
 dividend, to the stockholders of such corporation, severally 'and 
 respectively, to the full amount of any loss sustained by such 
 stockholders, or in case of insolvency to the corporation or its 
 receiver to the full amount of any loss sustained by the corpora- 
 tion, by reason of such withdrawal, division or reduction. 
 
 2. This act shall take effect immediately, but shall not affect 
 any action or proceeding pending in any court at tlie time it takes 
 effect, or any right of any corporation, or of any creditor or stock- 
 holder of any corporation, against any director under existing 
 law. 
 
 (As amended by Chap. 143, Laws of 1904; P. L. 1904. p. 275.) 
 
 P. L. 1846, p. 17; P. L. 1846, p. 68; P. L. 1846, p. 69; P. L. 1849, P- 305; 
 Act of 1875, § 7- 
 
 This section should be read in connection with sections 27 and 29. 
 Neither the directors nor a majority of the stockholders can waive the right 
 of the company to recover the amount of the dividends wrongfully declared 
 under this section. {Siegman v. Electric Vehicle Co., 72 N. J. Eq., 403. 
 afifirmmg Siegman v. Kissell, 71 N. J. Eq., 123.) 
 
 In Siegman v. Electric Vehicle Co. (140 Fed. Rep.. 117), it is held that 
 this section imposes an absolute duty on a succeeding board of directors to 
 enforce the liability of the prior directors for their violations impairing 
 the capital of the corporation ; and that the question of enforcing the liability 
 is not one of internal management, as to which the discretion of the directors 
 is controlling, even though exercised in good faith. 
 
 In Applelon v. American Malting Co. (65 N. J. Eq., 375), the Court of 
 Errors and Appeals holds that this section is not solely for the benefit of 
 creditors after the insolvency of a corporation but that stockholders may 
 maintain an action on behalf of the corporation after the refusal of the di- 
 rectors to sue, and while retaining the illegal dividends distributed to them, 
 to compel the repayment by tlie directors of the amount thus illegally dis- 
 tributed. "The words the statute give this full measure of protection. For 
 disobedience of its mandate 'the directors shall be jointly and severally liable 
 to the corporation and to its creditors in the event of its dissolution or in- 
 solvency,' to the corporation in any event, to the creditors in the event ex- 
 pressed in the statute." 
 
 A stockholder receiving dividends out of the capital of a corporation 
 without knowledge of that fact is not liable to the receiver after six years. 
 Directors and officers declaring such dividends are not only liable for the
 
 VOLUNTARY DISSOLUTION. 53 
 
 return of the assets wrongfully used but also for the dividends unlawfully^ 31 
 received by them as stockholders and the statute of limitations will not be 
 interposed against this latter liability. {.Mills v. Hendershot, 70 N. J. Eq., 
 
 258.) 
 
 "When the Legislature forbids the dividmg, withdrawmg, or paymg to 
 the stockholders any part of the capital stock, it means the capital actually 
 invested; when it forbids the reduction of capital stock, it means the share 
 capital subscribed, or the authorized capital." Consequently a dividend may 
 be declared where the company has profits over and above the actual assets 
 with which it began business, although the total assets may not exceed the 
 debts and the nominal share capital. (Goodnozv v. American Writing Paper 
 Co., 6g Atl. Rep., 1014.) 
 
 Persons purchasing the capital stock of a corporation have no power to 
 mortgage the assets cf the companv to pav their individual debt for the stock, 
 thereby depleting its capital and impairing the rights of creditors, and a mort- 
 gage so given is void, and there remains an implied promise of the purchaser 
 to pay the agreed price for the stock. (Hess v. Reick, 69 Atl. Rep., 1090.) 
 
 See also Audcnricd v. East Coast Milling Co., 68 N. J. Eq., 45o; Hutchin- 
 son V. Curtis and Am. Malting Co., 45 Misc. (N. Y.), 484; Schoenfeld v. Am. 
 Can Co., 55 Atl. Rep., 1044. 
 
 As to the payment of dividends from a fund set aside by the directors 
 as an additional working capital, see Bassett v. U. S. Cast Iron Pipe & Foun- 
 dry Co., 70 Atl. Rep., 929; aff'd 72 Id., 514- 
 
 31. Voluntary dissolution. 
 
 Whenever, in the judgment of the board of directors, it shall 
 be deemed advisable and most for the benefit of such corporation 
 that it should be dissolved, the board, within ten days after the 
 adoption of a resolution to that effect by a majority of the whole 
 board at any meeting called for that purpose, of which meeting 
 every director shall have received at least three days' notice, shall 
 cause notice of the adoption of such resolution to be mailed to 
 each stockholder residing in the United States, and also begin- 
 ning within said ten days cause a like notice to be published in 
 a newspaper published in the county wherein the corporation 
 shall have its principal office, at least four weeks successively, 
 once a week, next preceding the time appointed for the same, of 
 a meeting of the stockholders to be held at the office of the cor- 
 poration, to take action upon the resolutions so adopted by the 
 board of directors, which meeting shall be held between the 
 hours of ten o'clock in the forenoon and three o'clock in the after- 
 noon of the day so named, and which meeting may, on the day
 
 54 VOLUNTARY DISSOLUTION, 
 
 § 31 SO appointed, by consent of a majority in interest of the stock- 
 holders present, be adjourned from time to time for not less 
 than eight days at any one time, of which adjourned meeting 
 notice by advertisement in said newspaper shall be given ; and 
 if at any such meeting two-thirds in interest of all the stock- 
 holders sh.all consent that a dissolution shall take place and 
 signify their consent in writing, such consent, together with a list 
 of the names and residences of the directors and officers, certified 
 by the president and the secretary or treasurer, shall be filed in 
 the office of the secretary of state, who, upon being satisfied by 
 due proof that the requirements aforesaid have been complied 
 with, shall issue a certificate that such consent has been filed, 
 and the board of directors shall cause such certificate to be pub- 
 lished four weeks successively, at least once a week, in a news- 
 paper published in said county ; and upon the filing in the office of 
 the secretary of state of an affidavit that said certificate has been 
 so published, the corporation shall be dissolved and the board 
 shall proceed to settle up and adjust its business and affairs; 
 whenever all the stockholders shall consent in writing to a dis- 
 solution, no meeting or notice thereof shall be necessary, but 
 on filing said consent in the office of the secretary of state 
 he shall forthwith issue a certificate of dissolution, which shall 
 be published as above provided. 
 
 P. L. 1870, p. 8; Act of 1875, § 34; P. L. 1877, p. 20; P. L. 1893, p. 
 445, § 4- 
 
 It rests in the judgment of the directors whether the stockholders shall 
 be called together under this section. (Benedict v. Columbus Construction 
 Co., 49 N. J. Eq., 23, 36.) 
 
 Windmiiller v. Standard Distilling & Distributing Company (114 Fed. 
 Rep., 491), held tiiat there is no provision in the law which authorizes the 
 court to review the judgment of the directors as to the advisability of dis- 
 s<)lution, and that the fact that more than two-thirds of the stock of the 
 company to be dissolved was held and owned by another corporation to 
 whose interest it was that such dissolution should take place did riot prevent 
 such corporation from exercising its right under the statute to vote on such 
 stock. 
 
 Subsequently, in Windmullcr v. Standard Distilling & Distributing Com- 
 pany, et al. (115 Fed. Rep., 748), involving the same matters, the court said: 
 "This court is inclined to concur with Judge Kirkpatrick in the conclusion 
 that a majority stockholder may vote to dissolve even if he be influenced to 
 that course by a wish to destroy a contract beneficial to the corporation but 
 onerous to himself."
 
 ELKCTioxs; stockholders' meetings. 55 
 
 32. Incorporators may dissolve corporation. § 32-33 
 
 The incorporators named in any certificate of incorporation, 
 before the payment of any part of the capital, and before be- 
 ginning- the business for which the corporation was created, 
 may surrender all their corporate rights and franchises, by filing 
 in the of^ce of the secretary of state a certificate, verified by oath, 
 that no part of the capital has been paid and such business has 
 not been begun, and surrendering all rights and franchises, and 
 thereupon the said corporation shall be dissolved. 
 
 P. L. 1893, p. 444. 
 
 III.— Elections ; Stockholders' Meetings. 
 
 33. Stock and transfer books must be kept in registered 
 office ; annual list of stockholders. 
 
 Every corporation shall keep at its principal and registered 
 ofiice in this state the transfer books in which the transfer of 
 stock shall be registered, and the stock books, which shall con- 
 tain the name and address of the stockholders, the number of 
 shares held by them respectively, which shall at all times during 
 the usual hours for business be open to the examination of 
 every stockholder ; the directors shall cause the secretary, or 
 other officer designated by them having charge of said books, 
 to make, at least ten days before every election after the first 
 election, a full, true and complete list, in alphabetical order, of 
 all the stockholders entitled to vote at the ensuing election, with 
 the residence of each, and the number of shares held by each, 
 wliich list shall at all times during the usual hours for business 
 be kept at such principal and registered office, and open to the 
 examination of any stockholder at said office, and if any officer 
 having charge of such books or list shall, upon demand by any 
 stockholder, refuse or neglect to exhibit such books or list, or 
 submit them to examination as aforesaid, he shall for every 
 such ofTense forfeit the sum of two hundred dollars, onedialf 
 thereof to the use of the state of New Jersey and the other half 
 to him who will sue for the same, to be recovered by action of 
 debt in any court of record, together with costs of suit, and
 
 56 elections; stockhoeders' meetings. 
 
 § 33 the books aforesaid shall be the only evidence as to who are the 
 stockholders entitled to examine such books or list, and to vote 
 at such election; and the board of directors shall produce at the 
 time and place of such election such books and list, there to re- 
 main during the election, and the neglect or refusal of said direc- 
 tors to produce the same shall render them ineligible to any office 
 at such election. 
 
 (As amended by Chap. 172, § 3, Laws of 1898; P. L. 1898, p. 408.) 
 P. L. 1825, p. 81; P. L. 1841, p. 117; P- L. 1846, p. 70; R. S. (Ed. of 
 1S46), p. i39- §§ I. 4; P- L. 1849, p. 306; Act of 1875, §§ 36-41. 
 
 The right to examine the stock and transfer books is neither an unquali- 
 quahfied nor an unHmited right. 
 
 The application must be made by a stockholder with respect to his in- 
 terest as such, or with a view to his status as a stockholder. A stockholder 
 is not entitled to an open examination of the stock and transfer books for 
 any purpose he may desire. 
 
 See O'Hara v. National Biscuit Co., 69 N. J. Law, 198; Stratford v. 
 Mallory, 70 N. J. Law, 294; Bevier v. U. S. Wood Preserving Co., 69 Atl. 
 Rep., 1008. 
 
 Where no transfer book is kept, but only a stock certificate book which 
 is used as a transfer book, the presenting of such stock certificate book, pro- 
 vided the other requirements of this section are complied with, is sufficient 
 to permit the election of directors, ijn re Election of Directors of United 
 States Cast Iron Pipe Co., 74 N. J. Law, 315.) 
 
 The Supreme Court in 185 1, construing the statute in force at that time, 
 held that the provision requiring a full, true and complete list, etc., to be 
 made out ten days before the election, was directory merely, and that a 
 failure to comply with it would not render the election invalid. {Downing v. 
 Potts, 23 N. J. Law, 66, 72.) The list of stockholders does not operate 
 as a registry of voters. The right of the stockholder to vote does not de- 
 pend upon his name being contained in the list ; on the contrary, the statute 
 expressly declares that the books of the corporation shall be the only evi- 
 dence as to who are the stockholders entitled to vote. {Id., p. y^-) (See 
 also Matter of St. Lazvrence Steamboat Co., 44 N. J. Law, 529, 539.) But 
 neglect or refusal of the directors in office to produce an alphabetical list of 
 stockholders renders them ineligible for election, though the stock and 
 transfer books are present at the election. {In re Schwartz & Gray, Inc., 72 
 Atl. Rep., 70.) The court has held that the evidence of right to vote under 
 the statute comprised the stock ledger, the certificate book and the transfer 
 book, but that the ledger is evidence only subordinate to and as supported 
 by the other books, and that in case of dispute the transfer book must control 
 the rest. {Downing v. Potts, 23 N. J. Law. 66, 76; In re Election of Cape 
 May, &c., Nav. Co. 51 N. J. Law, 78, 81.)
 
 ELECTION OF DIRECTORS. 57 
 
 34. Directors ; election of, etc. § 34-35-35or 
 
 All elections for directors shall be by ballot, unless otherwise 
 expressly provided in the charter or certificate of incorporation ; 
 tlie poll at every such election shall be opened between the 
 hours of nine o'clock in the morning and five o'clock in the 
 afternoon, and shall close before nine o'clock in the evening; 
 the same shall remain open at least one hour, unless all of the 
 stockholders are present in person or by proxy and have sooner 
 voted, or unless all the stockholders waive this provision in 
 writing; the persons receiving the greatest number of votes 
 shall be the directors; provided, Jiowcvcr, that unless otherwise 
 provided in the original or amended certificate of incorporation, 
 or in the by-laws approved at a stockholders' meeting, in all 
 corporations formed under the provisions of this act, a majority 
 in interest of all the stockholders shall be present in person or by 
 proxy to constitute a quorum. 
 
 (As amended by Chap. 52, Laws of igo2; P. L. 1902. p. 201.) 
 
 P. L. 1841, p. 116; R. S. (Ed. of 1846), p. 139, § 2; Act of 1875, § 2>7; 
 P. L. 1898, p. 409; P- L. 1899, p. 262. 
 
 An election of directors, unless held at the annual meeting of stock- 
 holders or at a special meeting, the notice of which expressly states the object 
 of the meeting and the business to be transacted, is void. (Ditnster v. 
 Bernards Land & Sand Co., 74 N. J. Law, 132.) 
 
 Corporation in hands of receiver may elect directors. — A corporation 
 in the hands of a receiver can legally hold an election for directors, and the 
 court may order such election. (Lehigh Coal & Navigation Co. v. Central 
 R. R. Co. of N. J., 5 N. J. L. J., 214.) 
 
 35. No person who is a candidate for the office of director 
 
 shall act as judge, inspector or clerk of any election for directors; 
 and if any candidate shall so act and be elected, his election shall 
 be void, and the directors shall not appoint such person a director 
 within twelve months next succeeding; this section shall not 
 apply to the first election of directors. 
 
 P. L. 1825, p. 82; R. S. (Ed. of 1846), p. 139, § 5; P. L. 1870, p. 27; Act 
 of 1875, § 42. 
 
 35^.* Cumulative voting. 
 
 The certificate of incorporation, original or amended, of any 
 corporation now or hereafter organized under the laws of this 
 
 *Arbitrary number ; section inserted here merely for convenience of reference.
 
 58 CUMULATIVE voting; REGULATIONS. 
 
 § 36 State and thereunder issuing' or authorized to issue shares of its 
 capital stock, may provide that at all elections of directors, man- 
 agers or trustees, each stockholder shall be entitled to as many 
 votes as shall equal the number of his shares of stock multiplied 
 by the number of directors, managers or trustees to be elected, 
 and that he may cast all of such votes for a single director, man- 
 ager or trustee or may distribute them among the number to 
 be voted for, or any two or more of them as he may see fit, which 
 right, when exercised, shall be termed cumulative voting. 
 
 2. This act shall not be construed as affecting in anywise the 
 determination of whether or not the right of cumulative voting 
 has been heretofore granted by implication or the right of cumu- 
 lative voting, if any, granted specifically by special charter or cer 
 tificate of incorporation. 
 
 ("An act to provide in terms for cumulative voting in corporations issu- 
 ing or authorized to issue shares of capital stock." P. L. 1900, p. 418.) 
 See Looker v. Maynard, 179 U. S., 46. 
 
 36. Regulations as to voting. 
 
 Unless otherwise provided in the charter, certificate or by- 
 laws of the corporation, at every election each stockholder, 
 whether resident or non-resident, shall be entitled to one vote in 
 person or by proxy for each share of the capital stock held by him, 
 but no proxy shall be voted on alter three years from its date ; 
 nor shall any share of stock be voted on at any election which has 
 been transferred on the books of the corporation within twenty 
 days next preceding such election. 
 
 P. L. 1825, p. 83; P. L. 1841. p. 117; R- S. (Ed. of 1846). p. 139, § 3; Act 
 of 1875. § 38. 
 
 A stockholder is not entitled to vote unless he is registered on the books 
 on the day the election is held. (^Johnston v. Jones, 23 N. J. Eq., 216.) This 
 section applies only to voting at elections. {Chapman v. Bates, 61 N. J. Eq., 
 658, 666.) 
 
 See also § 17. 
 
 Voting by proxy. — Absence of a seal does not invalidate a proxy for 
 use at the election of directors. (Hankins v. Neivell, 75 N. J. Law, 26.) 
 
 A proxy executed by a majority of a board of directors becomes invalid 
 when a part of such majority, sufficient to reduce the remainder to a minority, 
 revokes such execution. {In re Delaivare River & A. R. Co., 68 Atl. Rep., 
 1 104.)
 
 VOTING POWERS. 59 
 
 Voting pools or trusts. — See IVarrcn v. Fim, 66 N. J. Eq., 353; KrJckcr-^ 37 
 backer Inv. Co., v. Voorhees, lOO App. Div. (N. Y.). 414. See White v. 
 Thomas Inflatable Tire Co.. 52 N. J. Eq.. 178; citing Cone v. Russell. 48 Id.. 
 208. 
 
 As to the rights of the holder of a "voting trust certificate," see O'Grady 
 V. U. S. Independent Telephone Co., 71 Atl. Rep. 1040. 
 
 Voting qualification of stockholders. — To enable a person to vote 
 as a stockholder, it is not necessary that he have a certificate of stock. A sub- 
 scriber for stock i§ a stockholder, even though he has paid nothing on his 
 stock, and as such he is entitled to vote. It is necessary, however, that he 
 should be a stockholder of record on the books of the company, whether such 
 books be the original books of subscription, if any, or books containing the 
 original entries of such subscription. In cases of dispute the transfer book 
 must control. See section 40. (Doivning v. Potts, 23 N. J. Law, 66; Ant. Pig 
 Iron Storage Co. v. Assessors, 56 N. J. Law, 389, 393-) 
 
 The fact that a stockholder is indebted to the company on his subscrip- 
 tion does not impair his right to vote. (Savage v. Ball, 17 N. J. Eq., 142; 
 Doivning v. Potts, supra.) 
 
 Stock must be voted by the actual owner unless disqualified by law. A 
 corporation cannot, through another corporation whose stock it owns, 
 hypothecate its own stock and thus enable the pledgees to vote, the power 
 of a corporation to vote its own stock being limited by section 38. 
 {Thomas v. International Silver Co., 72 N. J. Eq., 224.) 
 
 37. Voting powers of executors and trustees. Hypothecated 
 stock. 
 
 Every person holding stock as executor, administrator, guard- 
 ian or trustee, or in any other representative or fiduciary cap- 
 acity, may represent the same at all meetings of the corporation, 
 and may A'ote thereon as a stockholder, and every person who 
 shall pledge his stock as collateral security may, nevertheless, 
 represent the same at all such meetings, and may vote thereon as 
 a stockholder, unless in the transfer to the pledgee on the books 
 of the corporation he shall have expressly empowered the pledgee 
 to vote thereon, in whicli case only the pledgee or his proxy may 
 represent said stock and vote thereon. 
 
 P. L. 1846, p. 72; P. L. 1849, p. 308; Act of 1875, §§ 39. 40. 
 
 A formal transfer of stock on the books of the company is not necessary 
 to enable an executor, administrator, etc., to vote. The corporation books 
 are evidence of the ownership of the stock by the testator or intestate, and this 
 section gives to the executor or other representative virtntc officii the right 
 to vote thereon in his representative capacit}-. {In re Election of Cape May, 
 &c., Nav. Co., 51 N. J. Law, 78.)
 
 6o VOTING POWERS. 
 
 38 The right is held to extend to foreign executors. The letters testa- 
 
 mentary^ issued by the foreign court were held to be conclusive proof of the 
 executor's title to the stock, and of his right to vote in respect thereof. 
 (Ibid.) 
 
 One who lends money on the pledge of stock held in trust will be held to 
 have had notice that the trustee was abusing his trust and applying the money 
 lent to his own purposes when the certificates of the stock pledged show on 
 their face that the stock pledged is held in trust (though the name of the 
 cestui que trust does not appear), and when the loan was apparently for the 
 private purposes of the borrower, and that fact would have been revealed by 
 inquiry. (Gaston v. American Exchange Nat'l Bank, 29 N. J. Eq., 98.) 
 
 As between the corporation and the parties to a pledge of stock the 
 corporation is not intended by this section to have the burden of determin- 
 ing whether the transfer was in pledge or not. The duty of the corporation 
 is to recognize the registered holder shown on its transfer books. But 
 where the pledgee is under obligation to give the pledgor a proxy equity 
 will so decree on application. (Canadian Imp. Co. v. Lea, 69 Atl. Rep., 455, 
 462.) 
 
 Where the owner of stock is disqualified to vote it, the disqualification 
 cannot be removed by simply hypothecating the stock as collateral, the 
 right given to the pledgor of stock to empower the pledgee to vote thereon 
 is limited to pledgors who themselves are empowered to vote the stock 
 which they own. (Thomas v. International Silver Co., 72 N. J. Eq., 224.) 
 
 See Gorman-Wright Co. v. Wright, 134 Fed. Rep., 363. 
 
 38. Shares of stock of a corporation belonging to said cor- 
 poration shall not be voted upon directly or indirectly. 
 
 P. L. 1825, p. 82; R. S. (Ed. of 1846), p. 139- § 6; Act of 1875, § 43- 
 
 Purchase by a corporation of its own stock. — "Under the corporation 
 act of 1896 there is an implied grant of power to corporations to purchase 
 shares of their own capital stock, piovided such purchase is required for 
 legitimate corporate purposes, but not otherzvise." See Knickerbocker Im- 
 portation Co. V. Assessors, 74 N J. Law, 583, 586, citing Morawetz on Private 
 Corporations, Section 112 (2nd Ed.) ; Maryland Trust Co. v. National Me- 
 ciianics' Bank, 63 Atl. Rep., 70. 
 
 See also Chapman v. Ironclad Rheostat Co., 62 N. J. Law, 497; Bcrgcr 
 v. U. S. Steel Corp., 6z N. J. Eq., 809; Oliver v. Ralnvay Ice Co., 64 N. J. 
 Eq., 596; s. c. 61 Atl. Rep., 901. 
 
 The company may not vote upon such shares either directly or 
 indirectly. — (McNeely v. Woodruff, 13 N. J. Law, 352, 360; Matter of St. 
 Lazvrcnce Steamboat Co., 44 N. J. I,aw, 529, 539; see also Hilles v. Parrish, 
 14 N. J. Eq., 380; O'Connor v. International Silver Co., 68 N. J. Eq., 67; aff'd 
 Id., 680; Thomas v. International Silver Co., 72 N. J. Eq., 224.) This includes 
 all stock standing in the name of an officer, a trustee, or in the name of any 
 person, if the stock is the property of the company.
 
 QUALIFICATION OF DIRECTORS. 6 1 
 
 A corporation has no lien on its stock lield by its debtor. {D., L. & W.'s 39 
 R. R. Co. V. Oxford Iron Co., 38 N. J. Eq., 340, and cases cited.) Except, 
 perhaps, where there is a provision in the certificate of incorporation giving 
 the company a Hen. {Drc.rel v. Long Branch Gas Co , 3 N. J. L. J., 250.) 
 
 39. Directors shall be stockholders. 
 
 No person shall be elected a director of any corporation issu- 
 ing stock unless he shall be, at the time of his election, a bona 
 ■fide holder of some of the stock thereof; and any director ceas- 
 ing to be a bona fide holder of some of the stock thereof shall 
 cease to be a director ; any corporation may, by its certificate of 
 incorporation or by-laws, determine how many shares a person 
 sliall hold to qualify him to be a director. 
 
 Act of 1875, §§ 47, 48. 
 
 With respect to the qualification of a director, the company's books are 
 not conclusive. A person may be qualified to be a director whose vote cannot 
 be received at the election. He may be a bona fide holder of stock at that 
 time, and yet be disqualified from voting on it by reason of the transfer to him 
 not being entered on the books. (Matter of Election of St. Lawrence Steavi- 
 boat Co., 44 N. J. Law, 529, 540.) 
 
 "The question of the competency of a person for the directorship is one 
 exclusively of judicial cognizance over which the inspectors of election have 
 no jurisdiction. *■*>*= A stockholder may have purchased stock with a 
 view of becoming a director, or have obtained it by gift, or he may hold it 
 upon a trust, and be qualified to be a director. If the stock w-as legally issued, 
 and is not the property of the corporation, and the legal title is in him, he is 
 prima facie capable of being a director, and his right to be a director in virtue 
 of his legal title to such stock can be impeached only by showing that title 
 was put in him colorably with a view to qualify him to be a director for some 
 dishonest purpose, in furtherance of some fraudulent scheme touching the 
 organization or control of the company, or to carry into efifect some fraudulent 
 arrangement with the company." {Matter of Election of St. Lazvrence Steam- 
 boat Co., supra; see also In re Leslie, 58 N. J. Law, 609. 61S. ) 
 
 The court has held that where one is made a director of a corporation 
 solely to make up the number of directors required by law, his right to hold 
 such ofifice cannot be impeached for fraud at the instance of one who was a 
 consenting party to his admission into the company and his election to the 
 office. {In re Leslie, supra.) 
 
 When a director makes an assignment of his estate for the benefit of 
 creditors he ceases to be a director de jure, and the company may declare his 
 office vacant and elect his successor, but as to third parties dealing in good 
 faith with the company, without notice of any infirmity in the title of the 
 director, he must be regarded as a director dc facto. {Kuser v. Wright 52 
 N. J. Eq., 825, reversing Wright v. First Nat' I Bank, 52 Id., 392 ) 
 
 8
 
 62 QUALIFICATIONS FOR VOTING. 
 
 § 40 -^ person is not a director, though nominated and elected, until he has 
 accepted the office either expressly or impliedly. {Whitlaker v. Amzvell Nat'l 
 Bank, 52 N. J. Eq., 400, 415.) 
 
 This section is held not to apply to the first directors of a consolidated 
 company. (Camden, &c. Co. v. Burlington Carpet Co.. 33 Atl. Rep., 479.) 
 
 40. Stock books to determine who may vote. 
 
 In case tlie right to vote upon any share of stock shall be 
 questioned, the inspectors of the election shall refer to the stock 
 books of the corporation to ascertain who are the stockholders, 
 and in case of a discrepancy between the books, the transfer book 
 shall control and determine who are entitled to vote. 
 
 Inspectors of election. — The statute does not in express language re- 
 quire inspectors of election ; the election must be by ballot, unless the cer- 
 tificate of incorporation otherwise provides (Sec. 34). It is usual, however, 
 to provide in the by-laws that at all elections of directors, two judges or in- 
 spectors shall be appointed by the chairman of the meeting. 
 
 They are ordinarily sworn to the faithful performance of their duty, 
 and when the polls are closed they present a written report. Except at 
 the first election, no person who is a candidate for election as director can 
 be an inspector, and if elected his election is void (Sec. 35). The powers 
 •of inspectors are purely ministerial. They must receive the votes, count them 
 and certify to the result. 
 
 If the right to vote is challenged they must refer to the books and 
 ascertain whether the person offering the vote is a registered holder of 
 stock. The books of the company are the only evidence they may receive 
 on this question, and where this evidence is conflicting the transfer book 
 controls. If a share has been transferred within twenty days next preced- 
 ing the election, any vote oft'ered on it must be rejected. (Election of St. 
 Lawrence Steamboat Co., 44 N. J. Law, 529, 539; Downing v. Potts, 23 N. J. 
 Law, 66; In re Delaware River & A. R. Co, 68 Atl. Rep., 1104. Section 
 36, ante.) 
 
 Representatives, executors, guardians and the like must be permitted 
 to vote on the shares they represent upon producing satisfactory evidence 
 of their representative capacity. (See Section ^y ; Election of Cape May &c. 
 Nav. Co., 51 N. J. Law, 78.) 
 
 Inspectors of election cannot reject a vote offered by proxy because the 
 written proxy was not acknowledged or proved. If the proxy is regular in 
 form and apparently the act of the stockholder, and not more than three 
 years old, the inspectors should receive the votes offered under it. (Elec- 
 tion of St. Lazvrence Steamboat Co., supra.) 
 
 Evidence of right to vote. — Under the statute the books of the cor- 
 poration constitute the only evidence as to who are the stockholders entitled
 
 ELECTION OF DIRECTORS, INVESTIGATION OF, ETC. 63 
 
 to vote at an election of directors. (/» re Election of Directors of Cedar '^ 41-42 
 Grove Cemetery Co., 61 N. J. Law, 422; Archer v. Am. Water Works Co., 
 50 N. J. Eq., 2,3- See also Johnston v Jones, 23 N. J. Eq., 216.) 
 
 41. If the election for directors of any corporation shall not 
 be held on the day designated b}- the act or certificate of incor- 
 poration or by-laws, the directors shall cause the election to be 
 held as soon thereafter as conveniently may be; no failure to 
 elect directors at the designated time shall work any forfeiture 
 or dissolution of the corporation, but any justice of the supreme 
 court may summarily order an election to be held upon the appli- 
 cation of any stockholder, and may punish the directors for con- 
 tempt of court for failure to obey the order. 
 
 R. S. (Ed. of 1846), p. 139, § 9; P- L. 1874, p. 2,7 \ Act of 1875, § 46. 
 
 The notice of a special meeting for the election of directors must speci- 
 fically state the business to be transacted at such meeting. (Dunster v. Ber- 
 nards Land & Sand Co., 74 N. J. Law, 132.) 
 
 See Hoboken Building Ass'n v. Martin, 13 N. J. Eq., 427; !"■ re Con- 
 solidated Telephone & Telegraph Co., 43 Atl. Rep., 433. 
 
 42. Supreme Court may summarily investigate complaints 
 touching elections. 
 
 The supreme coiu't, upon application of any person who 
 may be aggrieved by or complain of any election, or any pro- 
 ceeding, act or matter in or touching the same, reasonable 
 notice ha^'ing been given to the adverse party, or to those who 
 are to be affected thereby, of such intended application, shall pro- 
 ceed forthwith, and in a summary ^^■ay hear the affidavits, proof^ 
 and allegations of the parties, or otherwise inquire into the mat- 
 ter or causes of complaint, and thereupon establish the election 
 so complained of, or order a new election, or make sucli order, 
 and give sucli relief in the prenfises as right and justice may re- 
 quire; the court may, if the case recjuire it, either order an issue 
 to be made up in manner and form as it may direct, to try the 
 rights of the respective parties to the ofiice or franchise in ques- 
 tion, or may give leave to exhibit or direct the attorney-general 
 to exhibit, an information in the nature of a quo zvarrauto in re- 
 lation thereto. 
 
 P. L. 1825, p. 82; R. S. (Ed. of 1S46), p. 139. § 7; Act of 1875, § 44-
 
 64 INVKSTICATION OF ELECTIONS. 
 
 42 §c/. ^ stockholder is a person aggrieved within the meaning of the statute. 
 (Election of St. Lawrence Steamboat Co., 44 N. J. Law, 529.) The court 
 may set aside the election and order the admission as directors of the per- 
 sons properly elected. (In re Election of Cape May, &c., Nav. Co , 51 N. 
 J. Law, 78. See also In re Consol. Telephone & Telegraph Co , 43 Atl. Rep., 
 433) 
 
 The inquiry before the court is limited to the consideration whether or 
 not the election complained of has been conducted according to the statutory 
 provisions. (/;; re Leslie, 58 N. J. Law, 609.) 
 
 Where the stockholders of a corporation assemble in two bodies at 
 the time and place apponited for an election of directors, and cast their bal- 
 lots at separate polls, the court, in ascertaining the result of the election 
 pursuant to investigation under Section 42 of the General Act, may consider 
 the ballots cast at both polls. (In re Election of Directors of Cedar Grove 
 Cemetery Co., 61 N. J. Law, 422.) 
 
 See Stratford v. Mallory, 70 N. J. Law, 294; In re Jersey City Paper Co., 
 69 N. J. Law, 594; St. Patrick's Alliance of Am. v. Byrne, 59 N. J. Eq., 26; 
 Hankins v. Newell, 75 N. J. Law, 26; In re Delazvare River & A. R. Co., 68 
 Atl. Rep., 1 104. 
 
 42^'.* Chancellor may summarily investigate complaints 
 touching elections. May restrain persons from exercising offices 
 pending investigation. 
 
 Any person who may be aggrieved by or complain of any 
 election for directors, or any proceeding, act or matter in or 
 touching the same, may make application by petition to the 
 chancellor, who, after requiring reasonable notice to be given 
 to the adverse party or to those who are to be affected thereby, 
 shall proceed forthwith and in a summary way to hear the affi- 
 davits, proofs and allegations of the parties, or otherwise inquire 
 into the matter or causes of complaint, and thereupon establish 
 the election so complained of, or order a new election, or make 
 such order and give such relief in the premises as right and jus- 
 tice may require. 
 
 2. Pending the hearing and determination of any application 
 to investigate an election of directors the chancellor may by order 
 restrain the persons claiming to have been elected to the office 
 of director from exercising any of the functions and duties of 
 the office. 
 
 (Supplement of March 24, 1899; P. L. 1899, p. 563-) 
 •Arbitrary number ; section inserted here merely for convenience of reference.
 
 ANNUAL REPORT. 
 
 6- 
 
 The court has held that this act is unconstitutional; that the power to in- ^ ^g 
 quire into and adjudicate upon the validity of an election of officers is by the 
 constitution vested solely in the Supreme Court, and that the legislature 
 has no power to vest any part of that judicial jurisdiction in any other 
 tribunal. (Goldstein v. Ewing, 62 N. J. Eq., 69.) Before this act was 
 passed the court refused to take jurisdiction of cases affecting corporate 
 elections unless there was some element of fraud, breach of trust, or breach 
 of agreement, or other specific ground for equitable relief. (See Johnston 
 V. Jones, 23 N. J. Eq., 216, 226; Mechanics' Nat'l Bank v. Burnet Mfg. Co., 
 32 N. J. Eq., 23b, 239; Kean v. Union Water Co., 52 N. J. Eq., 813.) 
 
 43. Annual report to secretary of state. 
 
 Every domestic corporation and every foreign corporation 
 doing business within this state, shall file in the office of the 
 secretary of state within thirty days after the first election of 
 directors and officers and annually thereafter within thirty days 
 after the time appointed for holding the annual election of direc- 
 tors, a report authenticated by the signatures of the president and 
 one other officer, or by any two directors of the company, stating : 
 
 I. The name of the corporation; 
 
 II. The location (town or city, street and number, if num- 
 ber there be) of its registered office in this state, and the name 
 of the agent upon whom process against the corporation may be 
 served ;t 
 
 III. The character of its business ; 
 
 IV. The amount of its authorized capital stock, if any, and 
 the amount actually issued and outstanding ; 
 
 V. The names and addresses of all the directors and officers 
 of the company and when the term of office of each expires ; 
 
 VI. The date appointed for the next annual meeting of the 
 stockholders for the election of directors ; 
 
 VII. Whether the name of such corporation has been at all 
 times displayed at the entrance of its registered office in this 
 state, and whether such corporation has kept at this registered 
 office in this state a transfer book in which the transfers of 
 stock are made, and a stock book containing the names and ad- 
 
 tSee Nicholson v. Wheeling L. E. <2f P. Coal Co., no Fed. Rep., 105.
 
 66 ANNUAI. REPORT. 
 
 S 43di"esses of the stockholders and the number of shares held by 
 them respectively, open at all times to the examination of the 
 stockholders as required by law; provided, hoivever, that the re- 
 quirement of this subdivision shall not apply to foreign corpora- 
 tions nor to any railroad or canal corporation; and further pro- 
 vided, that no part of this section shall apply to corporations as 
 are now by law under the supervision of the department of bank- 
 ing and insurance; if such report is not so made and so filed 
 the corporation shall forfeit to the state two hundred dollars, 
 to be recovered with costs in an action of debt, to be prosecuted 
 by the attorney-general, who shall prosecute such actions when- 
 ever it shall appear that this section has been violated; and 
 further provided, if such report be not so made and filed, all of 
 the directors of any such domestic corporation who shall wil- 
 fully refuse to comply with the provisions hereof and who shall 
 be in office during the default shall at the time appointed for the 
 next election, and for a period of one year thereafter, be thereby 
 rendered ineligible for election or appointment to any office in the 
 company as directors or otherwise ; no director shall be thus 
 disqualified for tlie failure to make and file such report if 
 he shall file with the secretary of state before the time appointed 
 for holding the next election of directors after said default, a 
 certificate stating that he has endeavored to have such report 
 made and filed, but tliat the officers have neglected to make and 
 file the same, and shall report the items required to be stated in 
 such annual report so far as they are within his knowledge or 
 are obtainable from sources of such information open to him, 
 verified by him to be true to the best of his knowledge, informa- 
 tion and belief; the secretary of state shall upon application fur- 
 nish blanks in proper form and shall safely keep in his office all 
 such reports and shall prepare an alphabetical index thereof, 
 which reports and index shall be open to the inspection of all 
 persons at proper hours. 
 
 2. In case any domestic corporation, or any foreign corpo- 
 ration authorized to transact business in this state, shall fail to 
 file such report within the time required by this section, or in 
 case the agent of any such corporation designated by any such 
 corporation as the agent upon whom process against the cor- 
 poration may be served shall die, or shall resign, or shall remove
 
 ANNUAIv REPORT. 6/ 
 
 from the state, or such agent cannot with due diligence be § 43 
 found, it sliall be lawful, wliile such default continues, to serve 
 process against any such corporation upon the secretary of 
 state, and such service shall be as effective to all intents and 
 purposes as if made upon the president or head officer of such 
 corporation, and within two days after such service upon the 
 secretary of state as aforesaid, it shall be the duty of the secre- 
 tary of state to notify such corporation thereof by letter directed 
 to such corporation at its registered office, in which letter shall 
 be inclosed a copy of the process or other paper served, and it 
 shall be the duty of the plaintiff in any action in which said pro- 
 cess shall be issued to pay to the secretary of state, for the use 
 of the state, the sum of three dollars, wdiich said sum sliall be 
 taxed as a part of the taxable costs in said suit if the plaintiff 
 prevails therein ; the secretary of stale shall keep a book to be 
 called the "process book," in which shall be recorded alphabeti- 
 cally, by the name of the plaintiff and defendant therein, the title 
 of all causes ni which processes have been served upon him, the 
 test of the process so served and the return day thereof, and the 
 date and hour Avhen sucli service was made. 
 
 3. The terms "principal office," "principal office in this state" 
 and "registered office," wdierever used in this act, shall be con- 
 strued as synonymous terms. 
 
 (As amended by Chap. 124, I<aws of 1900; P. L. 1900, p. 313.) 
 P. L. 1872, p. 27; Act of 1875, § 49; P. L. 1877, p. 103; P. L. 1894, p. 
 194; P. L. 1895, p. II. 
 
 As to when stock is "issued," see Am. Pig Iron Storage Co. v. Assessors, 
 56 N. J. Law, 389, 393; Knickerbocker Importation Co. v. Assessors, 74 N. J. 
 Law, 583. 
 
 For the addresses of the directors and officers it is permissible to state 
 the post office address of the registered office of the company within this state. 
 (Section 43a.) 
 
 The faihn-e oi the directors to file the report of the election of directors 
 must be wilful in order to make the directors failing to file the same in- 
 eligible to re-election at the next annual election. {In re Election of Direc- 
 tors of Brooklyn Baseball Club, 75 N. J. Law, 64.) 
 
 In Lenhart & Hoffman v. American School Furniture Co., (32 N. J. L. 
 J., 49), the U. S. Circuit Court for New Jersey held that under the statute a 
 registered agent of a domestic corporation should be appointed or the ap- 
 pointment renewed annually, the presumption being that such agency does 
 not continue indefinitely.
 
 68 CERTIFICATES ; PRINCIPAL OFFICE. 
 
 § 43^ 43^-* Every certificate and report must give address of New 
 Jersey office and name of agent. 
 
 Every certificate, report or statement now or hereafter re- 
 quired by any law of this state to be made to any officer or de- 
 partment of this state, or to be pnbhshed, filed or recorded by 
 any corporation, domestic or foreign, shall, in addition to the 
 other matter required by law, set forth the location (town or 
 city, street and number, if number there be) of its principal office 
 in this state, and the name of the agent therein and in charge 
 thereof, and upon whom process against the corporation may be 
 served. 
 
 No certificate, statement or report shall hereafter be received, 
 filed or recorded by any officer or in any office of this state unless 
 the same shall comply with the foregoing provisions. 
 
 Sucli office of any domestic corporation so registered shall 
 be and be deemed the office and post-office address of such 
 domestic corporation, its officers, directors and stockholders, and 
 whenever by the provisions of any law of this state any notice 
 is required to be given to the corporation, its officers, stockholders 
 or directors, such notice shall be sent by mail or otherwise, as 
 the law may require, to such registered office, and such notice 
 so given sliall be and be deemed sufficient notice. 
 
 W'henever by any law of this state in any such certificate, re- 
 port or statement, the residence or post-office address of any in- 
 corporator, stockholder, director or other ofilcer is required to 
 be set forth or given, it shall be and be deemed a full compliance 
 with such provision to give as such post-office address, the post- 
 office address of the registered office of the company within this 
 state. 
 
 (Supplement of April 20, 189S; P. L. 1898, p. 410.) 
 
 "The Chancery Act (Act April 3, 1902, P. L.. p. 511, Art. 2, § 5), pro- 
 viding for the method of service of process for appearance upon the defend- 
 ant, does not mention corporations by name, but in the absence of statutory 
 enactment the common law principle applies that 'the name "person" in a 
 statute includes corporations if they fall within the general reason and de- 
 sign of the act.' U. S. v. Arnedy, 11 Wheat. (U. S.), 392; 6 Law Ed., 502." 
 {Martin v. Atlas Estate Co., 72 N. J. Eq., 416, at 418.) 
 
 This section does not provide an exclusive method of acquiring jurisdic- 
 tion over corporations in this state. It merely creates an additional agent of 
 
 'Arbitrary number; .section inserted here merely for convenience of reference.
 
 CKRTIFICATES; STOCKHOLDERS' MEETIXXS. 69 
 
 the corporation upon whom process "may" be served. Service "on any officer ^ 43^-44 
 or agent of the company whose duty it is, either in his official capacity 
 or by virtue of his employment, to communicate the fact of such service to 
 the governing body of the corporation, is tantamount to personal service in 
 the case of a natural person." (Martin v. Atlas Estate Co., Ibid.) 
 
 As to the effect of the appointment of a receiver on the registered agent's 
 authority to receive process for the company, see Nickolson v. JVheeling, 
 S-c, Co., no Fed. Rep., 105. 
 
 Service of notice made on the registered agent of a corporation though 
 not at the registered office is good service. (Pliila. & Camden Perry Co. v. 
 Intercity Link R. Co., 73 N. J. Law, 86; aff'd 74 Id., 594-) 
 
 As to service of subpoena, writs, etc., see Sec. 87^1. 
 
 43^^.* Every certificate and report must be in the English 
 language. 
 
 Every certificate of incorporation including the corporate 
 name or title, every amended or supplemental certificate, and 
 every report, statement or other paper relative to or affecting 
 corporations, domestic or foreign, now or hereafter required 
 by any law of this state to be made to any officer, or recorded or 
 filed in any ofifice of this state, shall be in the English language ; 
 no certificate, statement, report or paper relative to or affecting 
 corporations, shall hereafter be received, recorded or filed by any 
 officer or in any office of this state unless the same shall com- 
 ply with the foregoing provisions. 
 
 ("Act relative to corporations/' P. L. 1903. P- 231.) 
 
 44. Stockholders' meetings must be held at registered office 
 in New Jersey. Corporations must maintain a New Jersey office. 
 Directors may meet out of State. 
 
 In all cases where it is not otherwise provided by law, the 
 meetings of the stockholders of every corporation of this state 
 shall be held at its principal office in this state; the directors 
 may hold their meetings, and have an office, and keep the books 
 of the corporation (except the stock and transfer books) outside 
 of this state, if the by-laws or certificate of incorporation so 
 provide; every corporation shall maintain a principal office in this 
 state, and have an agent in charge thereof, wherein shall be 
 kept the stock and transfer books for the inspection of all who 
 are authorized to see the same, and for the transfer of stock; 
 
 * Arbitrary number ; section inserted here merely for convenience of reference.
 
 yO STOCKHOLDERS MEETINGS. 
 
 §44tlie court of chancery or the supreme court, or any justice 
 thereof, may, upon proper cause shown, summarily order any 
 or all of the books of said corporation to be forthwith brought 
 within this state, and kept therein at such place and for such 
 time as may be designated in such order, and the charter of any 
 corporation failing to comply with such order may be declared 
 forfeited by the court making such order, and it shall thereupon 
 cease to be a corporation, and all its directors and officers shall 
 be liable to be punished for contempt of court for disobedience 
 of such order. 
 
 P. L. 1849, p. 215; Act of 1875, § 50. 
 
 Stockholders' meetings must be held at the registered office in New 
 Jersey. — All corporations organized since 1875, under the general act, must 
 hold meetings of stockholders in New Jersey at the registered office of the 
 company. 
 
 Directors may meet outside of the State. — This section is the legis- 
 lative sanction of New Jersey for the holding of directors' meetings outside 
 of the state. (Hillcs v. Pairish, 14 N. J. Eq., 380; Thompson on Corpora- 
 tions. Vol. 6, Section 7875. ct scq., discusses the rule in detail.) 
 
 See also Coe v. Midland Ry. Co., 31 N. J. Eq., 105. n?; Parsons v. Lent, 
 34 Id., 67; Schultze v. Van Doren, 64 Id., 465 ; aff'd 65 Id.. 764. 
 
 Inspection of books by stockholders. — At common law the stock- 
 holder of a corporation had the right to examine at a reasonable time the 
 books and records of the company. Where such right was denied to him he 
 had an action for damages. He also had a remedy by mandamus, but, as 
 was stated in the case of Rosenfeld v. Einstein (46 N. J. Law, 479, 481), 
 "To warrant this writ against private companies or their officers or 
 agents there must be some specific duty to the relator, expressly imposed 
 by the terms of their charters or necessarily arising from the nature of 
 the privileges or obligations which the charters create. * * * Un- 
 doubtedly at proper times and for proper purposes, shareholders are en- 
 titled to inspect corporate books." It was held in that case, however, that 
 where there is a fair reason to believe that a party asking for an inspec- 
 tion of corporate books intends to make an improper use of them, and on 
 that ground his request is denied, the court will not aid him by mandamus. 
 
 "The right is not to be given to gratify curiosity or for speculative 
 purposes, but only when its exercise is sought in good faith, and for a specific 
 purpose. Such purpose must appear by the proofs on the application, or 
 the writ will be denied. {In re Steinway, 159 N. Y., 250; 53 N. E., 1103; 
 45 L. R. A., 461; Phoenix Iron Co. v. Com., 113 Pa., 563; 6 Atl. Rep., 75; 
 Rosenfeld v. Einstein, 46 N. J. Law, 479.) The allowance of the writ is 
 within the discretion of the court upon the facts presented in each particular
 
 stockholders' meetings. 71 
 
 case." {Brunuig v. Hobokcn Printing & Pub. Co., 67 N. J. Law, 119; Garcin § 44 
 V. Trenton Rubber Mfg. Co., 60 Atl. Rep., 1098 ; Bevier v. U. S. Wood Pre- 
 serving Co., 69 Atl. Rep., 1008; Huylar v. Cragin Cattle Co., 40 N. J. Eq., 392. 
 
 The statute gives each stockholder the express right to examine the 
 stock and transfer books at the company's principal office at all times 
 during business hours (Section 2>Z), and if that right is denied to him the 
 sole remedy is by mandamus. {fuller v. Hollander & Co.. 61 N. J. 
 Eq., 648; see also Rothermel v. North American Co., 18 N. J. L. J., 273; 
 Maeder v. Buffalo Bill's Wild West Co., 132 Fed. Rep., 280.) 
 
 The inspection or examination of the books of a corporation cannot be 
 restricted by a provision in the certificate of incorporation or by-laws, in 
 language prohibiting such examination by a stockholder, except where the 
 right is conferred by the statute or by resolution of the directors or stock- 
 holders. The Supreme Court holds such a provision inoperative. 
 
 "The power conferred by statute to summarily order the books brought 
 into the state is a futile power, if, after brought here, the provision in the 
 certificate of incorporation or a by-law could nullify the order of the court 
 for the stockholders to inspect and examine the books, and such a construc- 
 tion should not be given. * * * 
 
 "If there be no resolution passed by the directors or by the stockholders, 
 then there is nothing in such a provision in conflict with the common-law 
 right. The fair intent of such a by-law is that the directors will make some 
 provision for inspection at proper times and places and under proper regula- 
 tions. * * * The court should not construe such a provision to mean 
 that no right to inspect shall exist where the directors or stockholders fail 
 to take action. That is, such a by-law should not be held operative as against 
 the right of the stockholders." (Hodgens v. United Copper Co., 67 Atl. Rep.. 
 756.) 
 
 See "Mandamus." :is Cent. Dig., Sec. 264. 
 
 Inspection of books by directors. — A director is entitled to access to 
 all the books of a corporation because of the duty with which he is charged. 
 (Lazvton v. Bedell, 71 Atl. Rep., 490.) 
 
 Order to bring books into the state. — The power conferred "by this 
 section summarily to order books of a corporation to be forthwith brought 
 within this state is exercisable by a justice of the Supreme Court, or by 
 the Court of Chancery, only when a situation exists in which the judicial 
 authority whose action is invoked can exercise control over the books after 
 compliance with the order. That situation constitutes the "proper cause" 
 contemplated by the act. Such jurisdiction of the Court of Chancery is 
 confined to cases where the same are evidential in a cause pending in the 
 court, and cases arising under a bill filed for relief, as well as discovery, or 
 under a bill filed for discovery only, in aid of a prosecution or defense in 
 litigation pending or contemplated. (Fuller v. Hollander & Co., 61 N. J. 
 Eq.. 648.)
 
 72 STOCKHOLDERS MEETINGS. 
 
 & 45-46 '^^^^ facts upon which the jurisdiction of the Court of Chancery de- 
 
 pends to grant an inspection under this section, therefore, are (i) that the 
 books are outside of the state; and (2) that a proper cause exists for order- 
 ing them to be brought into the state. 
 
 A refusal to allow a stockholders' authorized attorney to examine them 
 was held to be a denial of the stockholders' rights. {Mitchell v. Rubber 
 Reclaiming Company, 24 Atl. Rep., 407.) 
 
 The statutory authority to order a company to bring its books into the 
 state does not, it seems, embrace, by implication, the authority to order it 
 to bring all its papers and memoranda here also. (Huylar v. Cragin Cat- 
 tle Co., 42 N. J. Eq., 139, 141.) 
 
 Effect of entries in books as evidence. — Directors' minutes are evi- 
 dence of a contract, though written up after the meeting. They need not be 
 in the handwriting of the secretary; if entered under his direction and ap- 
 proved by him they are valid. (JVel's v. Ralizvay White Rubber Co., 19 N. J. 
 Eq., 402.) 
 
 Entries in tlie books of a corporation are, as a general rule, com- 
 petent evidence of the proceedings of the corporation and of the acts and 
 votes of its officers transacted at official meetings, but are not notice to 
 third persons of the acts or resolutions entered in the minutes. As to the third 
 persons, the books of a corporation are private books, and such persons are 
 not chargeable with knowledge of matters there recorded any more than 
 a third person would be chargeable with knowledge of entries made against 
 him in the books of a private person. (JVetherbee v. Baker, 35 N. J. Eq., 
 501, 509, 510; North River Meadozv Co. v. Christ Church, 22 N. J. Law, 
 424; and see Van Hook v. Somcrville Mfg. Co., 5 N. J. Eq., 137, (i2,2,) 
 
 The minute book of a corporation is competent evidence in suits be- 
 tween stockholders to show the acts of the corporation, but is not competent 
 evidence of any agreement made by the stockholders as individuals. {Black 
 V. Shreve, 13 N. J. Eq., 455, 466, 483.) The minutes are also admissible to 
 show the contractual intent of the corporation and the authority of its officers 
 to carry out the corporate action. {Fleming v. Reed, y2 Atl. Rep., 299.) 
 
 45. The name of every corporation shall be at all times 
 conspicuously displayed at the entrance of its principal office in 
 thi.s state, and in default thereof the directors shall be jointly 
 and severally liable to a penalty of two hundred dollars, to be 
 recovered with costs, by the state, before any court of competent 
 jurisdiction, by action to be prosecuted by the attorney-general; 
 and they shall jointly and severally be liable to a like penalty for 
 every thirty days' additional default from and after the service 
 of process in the first action, to be recovered in like manner. 
 
 46. Whenever, for any reason, a legal meeting of the stock- 
 holders of any corporation cannot be otherwise called, three or
 
 dividends; payment of capital stock. 73 
 
 more stockholders having voting powers may call such meeting §47 
 bv publishing ten clays' notice of the time, place and purposes 
 of the meeting in a newspaper published in the county in which 
 its principal oftice in this state is located, and mailing such notice 
 to all stockholders whose post-office address is known or can be 
 ascertained ; a meeting called as aforesaid shall be a legal meeting 
 of the corporation, and if there be no officers present, the stock- 
 holders may elect officers for the meeting; and the secretary of 
 the meeting shall record the proceedings thereof in the book of 
 minutes of the corporation. 
 
 P. L. 1846, p. 70; P. L. 1849, p. 306; Act of 1875, § 51. 
 
 IV. — Dividends — Payment of Capital Stock. 
 
 47. Unless otherwise provided in the original or amended 
 certificate of incorporation, or in a by-law adopted by a vote of 
 at least a majority of the stockholders, the directors of every 
 corporation created under this act shall, in January in each year, 
 after reserving over and above its capital stock paid in, as a work- 
 ing capital for said corporation, such sum, if any, as shall have 
 been fixed by the stockholders, declare a dividend among its 
 stockholders of the wdiole of its accumulated profits exceeding 
 the amount so reserved, and pay the same to such stockholders 
 on demand. 
 
 (As amended by Chap, no, Laws of 1901 ; P. L. 1901, p. 246.) 
 P. L. 1866, p. 1034; P. L. 1891, p. 176; Act of 1875, § 52. 
 
 A reserve fund acci-mulated by the cutting down of dividends which 
 would have been paid to preferred stockholders is available for the payment 
 of subsequent dividends upon the preferred stock. But a corporation has no 
 right to accumulate a reserve fund from earnings which would otherwise be 
 paid to holders of the common stock as dividends and afterward use the 
 fund to pay dividends on the preferred stock, when the net profits of the 
 year for which the dividend is declared are not sufficient for that purpose. 
 {Bassett v. U. S. Cast Iron Pipe & Foundry Co., 73 Atl. Rep., 514.) 
 
 Suits to compel declaration of dividends. — "The power of the 
 Court of Chancery to order the directors of a trading corporation to make a 
 dividend of unused profits, when they improperly refuse to do so, is un- 
 doubted. * * * Generally suits to compel the declaration of dividends 
 must be in the name of the corporation, but where the corporation is a 
 defendant and the majority of directors are parties charged with fraud in
 
 74 dividends; payment oe capital stock. 
 
 & 48 *-^^'^ very respect, the suit will proceed to a decree upon the complainant's 
 •^ rights." (Laurel Springs Land Co. v. Fougeray, 50 N. J. Eq., 756, 759; see 
 also Stevens v. U . S. Steel Corp., 68 N. J. Eq., 373 ; Knapp v. S. Jarvis Adams 
 Co., 135 Fed. Rep., 1008; Breslin v. Pries-Breslin Co., 70 N. J. Law, 274; 
 Macder v. Buffalo Bill's Wild West Co., 132 Fed. Rep., 280; Trimble v. 
 American Sugar Refining Co., 61 N. J. Eq., 340; Lawton v. Bedell, 71 Atl. 
 Rep., 490.) 
 
 When a dividend is declared it becomes a debt due from the corpora- 
 tion to the individual stockholder, and after demand of payment, an action 
 at law may be maintained for its recovery. (King v. Paterson & Hudson 
 R. Ry. Co., 29 N. J. Law, 504.) 
 
 As to the right to dividends as between the life tenant and remainder- 
 man of shares of stock, see Van Daren v. Olden, 19 N. J. Eq., 176; Lang v. 
 Lang's Executor, 57 N. J. Eq., 325. 
 
 Rights to sue waived. See Raynolds v. Diamond Mills Paper Co., 69 N. 
 J. Eq., 299. 
 
 See Siegjrtau v. Llectric Vehicle Co.. 72 N. J. Eq , 403. 
 
 Contract to pay employee percentage of net profits as compen- 
 sation. — "It is admitted that the president impliedly promised the plaintiff to 
 pay him one-sixth of the net profits of the operations of the defendant as 
 part of his compensation, but it is claimed that by reason of section 47 of 
 the Revised Corporation Act neither the president nor the corporation 
 itselt could thus dispose of the profits. But this one-sixth proposed to be 
 given to the plaintiff was salary — payment for service — and not part of 
 the profit, but part of the expenses of the business ; and if the corporation 
 had permitted its president, by acquiescence, or by receiving the benefit of 
 the services for which this one-sixth was to pay, to make this arrangement, 
 ihen the corporation was as much bound to pay this as to pay the fixed 
 salarj- which they had agreed to. The profits referred to in section 47 were 
 not ascertained until this expense of conducting the business had been paid." 
 {Bennett v. Millville Imp. Co., 67 N. J. Law, 320.) 
 
 48. Nothing but money shall be considered as payment of 
 any part of the capital stock of any corporation organized under 
 tliis act, except as hereinafter provided in case of the purchase 
 of ]M-operty, and no loan of money shall be made to a stock- 
 holder or officer thereof ; and if any such loan be made the 
 officers who make it, or assent thereto, shall be jointly and sev- 
 erall}' lial)le, to tlie extent of such loan and interest, for all tlie 
 debts of the corporation until the repayment of the sum so loaned. 
 
 P. L. 1846, p. 169; P. L. 1849, P- 306; Act of 1875, § 54. 
 
 An agreement on the part of a corporation that a subscriber for stock 
 .shall be secured as to part of his investment by mortgage on the corpora-
 
 STOCK ISSUED FOR PROPERTY PURCHASED. 75 
 
 tion's property is void as to creditors of the corporation. (Boney v. Wil- & 49 
 Hams, 55 N. J. Eq., 691 ; Reed v. Helots Carbide Specialty Co., 64 N. J. Eq., 
 231; Hollins V. Am. Union Electric Co., 66 N. J. Eq., 457; See v. Heppen- 
 heimer, 69 N. J. Eq., 36.) 
 
 For further cases, see notes to Section 49. 
 
 49. Stock issued for property purchased. 
 
 Any corporation formed under this act may pinxhase mines, 
 manufactories or other property necessary for its business, or 
 tlie stock of any company or companies owning, mining, manu- 
 facturing or producing materials, or other property necessary 
 for its business, and issue stock to the amount of the value 
 thereof in payment therefor, and the stock so issued shall be 
 full-paid stock and not liable to any further call, neither shall 
 the holder thereof be liable for any further payment under any 
 of the provisions of this act; and in the absence of actual fraud 
 in the transaction, the judgment of the directors as to the value 
 of the property purchased shall be conclusive ; and in all state- 
 ments and reports of the corporation to be published or filed this 
 stock shall not be stated or reported as being issued for cash paid 
 to the corporation, but shall be reported in this respect according 
 to the fact. 
 
 Act of 1875, § 55; P. L. 1889, p. 414; P. L. 1893, p. 444. 
 
 For a discussion of this section, see Yale Law Journal, Vol. 15, p. iii, 
 January, 1906, by L. M. Wallstein. 
 
 See Easton Nat'l Bank v. Am. Brick & Tile Co., 69 N. J. Eq., 326; aff'd 
 70 Id., 722 ; but see s. c. Id., p. 72,2. 
 
 In Donald v. American Smelting and Refining Co. (62 N. J. Eq., 729). 
 the court said : 
 
 "The meaning of section 48 is not questionable; the money must equal 
 the face value of the stock. The language of section 49 is even more ex- 
 plicit; the corporation may issue stock to the amount of the value of the 
 property. The value of the property in the one case, just as the value of the 
 money in the other, must at least equal the face value of the stock. Such 
 was the view expressed for this court by Mr. Justice Depue in Wetherbee v. 
 Baker, 35 N. J. Eq., 501, and supported by abundance of authority. 
 
 "The cases in this state to which we are referred (Elkins v. Camden 
 & Atlantic R. R. Co., 36 N. J. Eq., 241 ; Park v. Grant Locomotive Works, 
 40 N. J. Eq.. 114; aff'd 45 N. J. Eq., 244; EUerman v. Chicago function Rys. 
 Co., 49 N. J. Eq., 217; Willoughby v. Chicago Junction Rys. Co., 50 N. J. 
 Eq., 656; Sezvell v. East Cape May Beach Co.. 50 N. J. Eq., 717; Edison v. 
 Edison United Phonograph. Co, 52 N. J. Eq., 620), in support of the
 
 ^6 STOCK ISSUED FOR PROPERTY PURCHASED. 
 
 5 49 ^^^^P^^'*^^*^"' ^^^^^ ^^ honest judgment of the managers of a corporation 
 with respect to matters intra vires cannot be disturbed at the instance of 
 stockholders, all relate to transactions for which the legislature has set up 
 no other criterion than the discretion of those managers. But the original 
 issue of corporate stock is a special function, in the exercise of which the 
 legislature has fixed the standard to be observed, and it is the duty of the 
 courts, so far as their jurisdiction extends, to see that this standard is not 
 violated, either intentionally or unintentionally. 
 
 "When corporate stock has once been issued for property purchased, 
 then the legislature has directed the application of a different rule. In 
 the words of the same section 49 'the stock so issued shall be full-paid 
 stock, and not liable to any further call, neither shall the holder thereof 
 be liable for any further payment under the provisions of this act ; and in 
 the absence of actual fraud in the transaction the judgment of the directors 
 as to the value of the property purchased shall be conclusive.' Under these 
 provisions, after the property has been purchased and the stock issued there- 
 for, nothing short of actual fraud in the transaction can impair the right 
 of the holder to hold his stock as full-paid stock, free from further call. 
 The cases of Bickley v. Schlag, 46 N. J. Eq., 533, and Rural Homestead Co. 
 v. Wildes, 54 N. J. Eq., 668, indicate that the completed transaction was 
 equally secure, even before the statute received its present decisive form." 
 
 That a different rule prevails as to valuation, and proof of value, in the 
 case of mining property, see Gcer v. Amalgamated Copper Co., 61 N. J. Eq., 
 
 364- 
 
 Stock issued as full-paid and not subject to further call, at an admitted 
 overvaluation, but without fraud, cannot be held unpaid stock as between the 
 corporation and the stockholders receiving such stock. Dividends declared 
 from the annual net profits cannot be suppressed to make up the deficiency 
 between the value of the assets turned in and the par value of the stock 
 where the value of the assets when declaring such dividends is not impaired. 
 (Goodnozu v. American JVriting Paper Co., 72 N. J. Eq., 645; aff'd 69 Atl. 
 Rep., 1014.) 
 
 Where shares were issued for property at a very excessive valuation, 
 the transaction was held to be dishonest, and it was held that the shares 
 were not fully paid. (Hebberd v. Southwestern Cattle Co., 55 N. J. Eq , 18.) 
 This case was prior to the Revision of 1896. 
 
 Under our statutes a payment in stock for property fraudulently over- 
 valued may be questioned by a receiver representing creditors, since an issue 
 of stock under such circumstances is a violation of the letter and spirit of 
 the Corporation Act, and is to be treated as absolutely void with respect to 
 creditors, leaving the stockholders within the sections of the act providing 
 a remedy for creditors against stockholders for the amounts unpaid on stock. 
 (Johnson v. Tennessee Oil. &c., Co., 69 Atl. Rep., 788. See, also, s. c. jt,. 
 Id., 60.) 
 
 Holders of stock issued for a patent at a gross overvaluation are liable to 
 the receiver of the corporation for the debts and expenses of administration. 
 (Honeyman v. Haughey, 66 Atl. Rep., 582.)
 
 STOCK ISSUKD FOR PROPERTY PURCHASED. // 
 
 "To justify a corporation in issuing stock under our act for property^ 49 
 purchased, there should be an approximation at least in true value of the 
 thing purchased to the amount of the stock which it is supposed it repre- 
 sents." {Edgcrton v. Electric Improvement, &c., Co., 50 N. J. Eq., 354! de- 
 cided in 1892. See also Rural Homestead Co. v. IVildes, 54 N. J. Eq., 668; 
 Meredith, ct al, v. .Y. /. Zinc & Iron Co., 55 N. J. Eq.. 211; aff'd 56 Id., 
 454; s. c. 59 Id., 257.) 
 
 "The express prohibition of section 54" (Act of 1875), "'and the whole 
 spirit and policy of the act are so clearly opposed to any arrangement by 
 which corporate stock shall be issued without receipt by the company of an 
 equivalent in value to its par, that any agreement to this effect must be 
 deemed void as contrary to the policy of the law." (Easton Nat'l Bank v. 
 American Brick & Tile Co., 70 N. J. Eq., 732.) 
 
 Judgment of board of directors. — "Neither bookkeeping nor mere 
 recitative language in resolutions of a board of directors creating values can 
 be accepted as the equivalent of the proof of bona fide value required by our 
 statute where stock is issued for property purchased." (Knickerbocker Im- 
 portation Co. V. Assessors, 74 N. J. Law, 583, at page 588.) 
 
 The good-will of a business is property, and stock may be issued for 
 it, and one who participated in and approved the method of valuation of 
 such good-will cannot afterwards claim that the good-will so bought by 
 the corporation was overvalued. {Washburn v. Nat'l Wall Paper Co., 81 
 Fed. Rep.. 17.) 
 
 See also J'oluey v. Nixon, 68 N. J. Eq., 605; See v. Hcppenheimer, 69 
 N. J. Eq., 36; In re Remington Automobile & Motor Co., 139 Fed. Rep., 766; 
 s. c. 153 Id., 345; Strickland v. National Salt Co., 72 N. J. Eq., 170. 
 
 Patents. — See Am. Mutoscope Co. v. Assessors. 70 N. J. Law, 172. 
 
 An individual creditor cannot bring an action in his own behalf at 
 law against a stockholder upon the ground that the property for which the 
 stock was issued was not of the value of the stock. All such suits must be 
 by a general creditors' bill. (Wetherbee v. Baker, 35 N. J. Eq., 501.) 
 
 The earlier cases held that the contract of the subscribers could only 
 be fulfilled by payment in money. In later cases this doctrine has been 
 relaxed, and stock issued and paid up in work and labor, or in the purchase 
 of property the corporation is authorized to hold, has been held to have 
 been legally issued. (Wetherbee v. Baker, supra. See also Rtibino v. 
 Pressed Steel Car Co., 53 Atl. Rep., 1050.) 
 
 Sales to company by promoters. — For a discussion of the liability 
 of promoters who, through controlled or interested directors, sell to a cor- 
 poration ( N. J.) their property, and at an undisclosed profit, see Old Do- 
 ■mi)iion Copper Co. v. Bigclow, 188 Mass., 315. But, for a contra view, see 
 Id. V. Letvisolin, 210 LT. S., 206; 52 L. Ed., 1025. One promoter may be held 
 liable for the entire secret profit of a joint enterprise, the other being without 
 the jurisdiction. The liability of a promoter may be determined by the law
 
 /S USURY. 
 
 ^Q^of this Slate or the law of the state where the transaction occurred. (Bige- 
 /c»tt' V. Old Dominion Copper Co., (Chancery, New Jersey), 71 Atl. Rep. 153.) 
 
 Where promoters are the sole stockholders of a corporation, the cor- 
 poration cannot rescind a purchase made at their instigation. (Old Dominion 
 Copper Co. v. Lezvisohn, 136 Fed. Rep., 915; aff'd 148 Id., 1020; supra.) 
 
 See also Groel v. United Electric Co. of N. J., 70 N. J. Eq., 616 ; Plaque- 
 mines Tropical Fruit Co. v. Buck, 52 N. J. Eq., 219; Seacoast R. Co. v. 
 Wood, 65 N. J. Eq.. 530; Erlanger v. Neiv Sombrero Phosphate Co., 3 App. 
 Cas., 1218, 1236; s. c, 6 English Ruling Cases, 777. 
 
 Where a promoter to whom stock was issued agrees to hold part of it 
 for a specified purpose, the corporation by issuing other stock in place of it, 
 and recognizing the validity of the issue and subsequent transfers thereof, 
 is estopped to deny its validity in the hands of a subsequent bona fide pur- 
 chaser without notice of the equities in favor of the corporation or the pro- 
 moter. {New York & Eastern Tel. & Tel. Co. v. Great Eastern Tel. Co., 
 69 Atl. Rep., 528.) 
 
 False and fraudulent representations in a prospectus issued by promo- 
 ters respecting the value of property which is to be transferred to the cor- 
 poration when organized, afford ground for equitable relief against the cor- 
 poration in behalf of one who, relying on such representations, subscribed 
 for its stock. {Manning v. Berdan, 135 Fed. Rep., 159.) 
 
 It has been held that where a promoter has a mere option to purchase 
 lands, a one-sided contract which could not be enforced against him, and 
 he contracts to sell those lands to his company, he is liable for the profits 
 made by himself, but not for profits made by his joint promoter. (Londen- 
 slager v. IVoodbury Heights Land Co., post.) 
 
 See Bailey v. Burgess, 48 N. J. Eq., 411 ; Cu)n!nings v. Synnott, 120 Fed. 
 Rep., 84; See v. Heppenheimer, 69 N. J. Eq., 36; Arnold v. Searing, 67 Atl. 
 Rep. 831 ; Voorhecs v. Malott, 69 Atl. Rep., 643. 
 
 Secret profits and limitation of actions against promoters. — "The 
 principle running through all the authorities upon this branch of the law 
 rests not upon the imposition of a penalty for the concealment, but upon the 
 single ground that one m a fiduciary capacity will not be permitted to retain 
 a profit inequitably obtained." (Loudenslager v. IVoodbury Heights Land 
 Co., 58 N. J. Eq., 556, 559-) 
 
 The general rule is that the parties are liable for the inequitable profits 
 made at the corporation's expense, and no statute of limitation will begin 
 to run until the discovery of the fact. Indeed, it has been judiciallj'' deter- 
 mined that such parties are substantially trustees of an expressed trust, 
 and that to the equities arising between them the statute of limitations is not 
 applicable as a bar. (JVilliams v. McKay, 40 N. J. Eq., 1S9, at p. 199.) 
 
 49a.* Corporations may not plead usury. 
 
 Xo corporation shall hereafter plead or set up the defense of 
 usury to any acticjn brcjuoht against it to recover damag'es or 
 
 •Arbitrary number ; section inserted here merely for convenience of reference.
 
 CONSTRUCTION COMPANIES MAY TAKE STOCK. 79 
 
 enforce a remedy on any obligation executed by said corporation ; § 50 
 provided, tbat this act shall not apply to any such action \\hich 
 is now pending. 
 
 (•'An act relating- to usury," approved April 3, 1902; P. L. 1902, p. 459J 
 
 50. Certain corporations may take stock and bonds in other 
 corporations in payment for labor and materials. 
 
 Corporations ha\ing for their object the building, construct- 
 ing or repairing of railroads, water, gas or electric works, tun- 
 nels, bridges, viaducts, canals, hotels, wharves, piers or any like 
 works of internal improvement or public use or utility, may sub- 
 scribe for, take, pay for, hold, use and dispose of stock or bonds 
 in any corporations formed for the purpose of constructing, 
 maintaining and operating any such public works; and the direc- 
 tors of any such corporation formed for the purpose of construct- 
 ing, maintaining and operating any public work of the descrip- 
 tion aforesaid may accept in payment of any such subscription, 
 or purchase, real or personal property, necessary for the purposes 
 of such corporation, or work, labor and services performed or 
 materials furnished to or for such corporation to the amount of 
 the value thereof, and from time to time issue upon any such 
 subscription or purchase, in such installments or proportions as 
 such directors may agree upon, full-paid stock in full or partial 
 performance of the whole or any part of such subscription or 
 purchase, and the stock so issued shall be full-paid stock and not 
 liable to any further call, neither shall the holder thereof be liable 
 for anv further pavments. and in all statements and reports of the 
 corporation to be publislied or filed this stock shall not be stated 
 or reported as being issued for cash paid to the corporation, but 
 shall be reported in this respect according to the fact. 
 
 P. L. 1891, p. 329. 
 
 The effect of this section is essentially the same as that of section 49 ; 
 the judgment of the directors is conclusive in the absence of actual fraud. 
 But the value of the services or labor performed must equal the value of 
 the stock issued therefor. (McCartcr v. Pitman, Glassboro & Clayton Gas 
 Co., 69 Atl. Rep., 211.) 
 
 While a court of equity will not intervene at the instance of the state to 
 prevent an usurpation of corporate authority by a private corporation, a 
 quasi-public corporation, intrusted by the state with public powers for the
 
 So CORPORATION MAY HOLD STOCK OF OTHER CORPORATIONS. 
 
 & 51 Piiblic good, must perform its duties with due regard to its trust, and equity- 
 will not permit an tiltra vires act on the part of such a corporation. The 
 state is a proper partj^ to enjoin the threatened act. (Ibid.) 
 
 As to the power of a railroad company to issue its entire stock to a 
 construction company for the building of the road, see In re Delaware River 
 & Atlantic Ry. Co., 68 Atl. Rep., 1104. 
 
 51. Any corporation may hold stock and bonds of other 
 corporations. 
 
 Any corporation may purchase, hold, sell., assign, transfer, 
 mortgage, pledge or otherwise dispose of the shares of the capital 
 stock of, or any bonds, securities or evidences of indebtedness 
 created by any other corporation or corporations of this or any 
 other state, and while owner of such stock may exercise all the 
 rights, powers and privileges of ownership, including tlie riglit 
 to vote thereon. 
 
 P. L. 1888, p. 385; P. L. 1888, p. 445; P. L. i8qi. p. 329; P. L. 1893, p. 
 301. 
 
 The power to purchase stock and bonds of other corporations is to be 
 exercised subject to the limitation of section 2 {ante, p. 7). The power 
 exists as a primary power only when the purpose to exercise it as such is 
 expressed in the certificate of incorporation. It exists as an incidental 
 power only so far as necessary for the attainment of the objects of incorpo- 
 ration. A railroad company incorporated under P. L. 1903, p. 645, for the 
 purpose of constructing, maintaining and operating a line of railway, with 
 definite termini, is without power to hold the stock and bonds of a street 
 railway company operating beyond these termini, and thereby to control the 
 operations of the street railway. (.State \.. Atlantic City or Shore Ry Co., 
 72 Atl. Rep., III.) 
 
 Before the statute was enacted the general rule was that a corporation 
 had no implied power to purchase shares of the capital stock of another 
 corporation. (Ulkiiis v. Camden & Atlantic R. R. Co., 36 N. J. Eq., 5.) In 
 1889, by an amendment to section 55 of the Revision of 1875 (section 
 49, ante), the directors of any company organized under that act were author- 
 ized to purchase '"the stock of any company or companies owning, mining,, 
 manufacturing or producing materials, or other property necessary for their 
 business," and to issue stock in payment therefor. 
 
 See Dittmann v. Distilling Co. of Am., 64 N. J. Eq., 537; Vandagrift v. 
 Rich Hill Bank, 163 Fed. Rep., 823. 
 
 As to the power of a corporation to guarantee securities of another 
 corporation when disposed of in payment of debt, see Ellerman v. Chicago 
 Junction Rys., &c., Co., 49 N. J. Eq., 217, (1891).
 
 PENALTY FOR FALSE CERTIFICATES; DISSOLUTION. 8l 
 
 A corporalion may vote shares in another corporation in which it is a C 52—53 
 stockholder by a proxy duly authorized. {State v. Rohlffs, 19 Atl. Rep., ' 
 1099.) 
 
 See Rohotham v. Prudential Ins. Co., 64 N. J. Eq., 673. 
 
 A declaration alleging that a corporation is the holder of shares of stock 
 issued in the name of its treasurer sufficiently alleges that such corporation 
 is a stockholder of the defendant corporation. (Edwards v. Nat'l IVinduzv 
 Glass Jobbers' /Iss'n, 68 Atl. Rep., 800.) 
 
 52. Penalty for false certificates. 
 
 If any certificate made, or any public notice given by the 
 officers of any corporation, in pursuance of the provisions of this 
 act, shall be false in any material representation, all the officers 
 who shall have signed the same, knowing it to be false, shall be 
 jointly and severally liable for all the debts of the corporation 
 contracted while they were stockholders or officers thereof, as a 
 penalty enforceable in the courts of this state only. 
 
 P. L. 1846, p. 70; P. L. 1849, p. 307; Act of 1875, § 56. 
 
 For a construction of this section in connection with sections 21, 93 and 
 94, see Wetherbee v. Baker, 35 N. J. Eq., 501 ; Waters v. Qiiimby, 27 N. J. 
 Law, 296; aff'd 28 Id., 533. 
 
 This section relates to "officers," and does not include incorporators 
 who signed the certificate of organization. (Thompson-Houston Elec. Co. 
 V. Murray, 60 N. J. Law, 20.) 
 
 V. — Winding Up. 
 
 53. Corporate existence continues. 
 
 All corporations, whether they expire by their own limitation 
 or be annulled by the legislature or otherwise dissolved, shall be 
 continued bodies corporate for the purpose of prosecuting and 
 defending suits by or against them, and of enabling them to settle 
 and close their affairs, to dispose of and convey their property 
 and to divide their capital, but not for the purpose of continuing 
 the business for which they were established. 
 
 P. L. 1846, p. 72; P. L. 1849. p. 308: Act of 1875, § 59. 
 
 In a suit by stockholders of a dissolved corporation against the direc- 
 tors for mismanagement of its affairs, the corporation should be made a 
 party, by virtue of this section. Creditors should likewise be made parties. 
 (Camp V. Taylor, 19 Atl. Rep., 968.)'
 
 82 DISSOLUTION ; DIRECTORS AS TRUSTEES. 
 
 54 On the expiration of the charter of a corporation, the corporate ex- 
 
 istence is continued by this section for the purposes therein mentioned. 
 {Grey v. Nezvark Plank Road Co., 65 N. J. Law, 603.) 
 
 See Atlas R. R. Supply Co. v. Lake & River R. R. Co., 134 Fed. Rep., 
 503; Metropolitan Rubber Co. v. Place, 147 Fed. Rep., 90. 
 
 A company whose charter has been proclaimed by the Governor to be 
 void for non-payment of taxes is within the provisions of §§ 53-60 as to wind- 
 ing up. (American Surety Co. v. Great White Spirit Co., 58 N. J. Eq., 526.) 
 Such a corporation may be adjudicated a bankrupt. (In re Hunger Vehicle 
 Tire Co., 159 Fed. Rep., 901.) 
 
 Chapter 24, Laws 94 (P. L. 1904, p. 44), relating to building and loan 
 associations, does not provide a substitute method of winding up the affairs 
 of an insolvent corporation. (Fitzgerald v. State Mutual Biiildiing & Loan 
 Ass'n, 69 Atl. Rep., 564.) For a review of authorities, see Michigan Law 
 Review, Vol. 7, p. ^2- 
 
 54. Directors ; trustees on dissolution. 
 
 Upon the dissolution in any manner of any corporation the 
 directors shall be trustees thereof, with full power to settle the 
 affairs, collect the outstanding debts, sell and convey the prop- 
 erty and di^■ide the moneys and other property among the stock- 
 . holders, after paying its debts, as far as such moneys and prop- 
 erty shall enable them ; they shall have power to meet and act 
 under the by-laws of the corporation and. under regulations to 
 be made by a majority of said trustees, to prescribe the terms 
 and conditions of the sale of such property, and may sell all or 
 any part for cash, or partly on credit, or take mortgages and 
 bonds for part of the purchase price for all or any part of said 
 property. 
 
 Act of 1875, § 57. 
 
 As to the duty of the court to remove trustees and appoint a receiver 
 in their place under certain conditions, see Fitzgerald v. State Mutual Build- 
 ing & Loan Ass'n, 69 Ail. Rep., 564. 
 
 This section seems to give directors power to sell at private sale. (Free- 
 man V. Sea View Hotel Co., 57 N. J. Eq., 68.) 
 
 Where the directors on dissolution of a corporation divide the assets 
 — more than sufficient to reimburse the complainant — among its stockholders, 
 without providing for a debt due by the corporation, they are personally 
 chargeable with such debt, and under §§ 54 and 55 the creditor may main- 
 tain a bill in chancery against the directors as trustees for discovery and 
 relief. (Keen v. Maple Shade Land & Improvement Co., 62, N. J. Eq., 321.) 
 
 See Tennant v. Appleby. 41 Atl. Rep., no.
 
 DISSOLUTION ; RECEIVKRS. 83 
 
 Directors as trustees for the general creditors cannot prefer one above ^ 55—56 
 another, or so dispose of the property as to create preferences in their own 
 favor. (Richards v. Ilaliday. g2 Fed. Rep., 798-) 
 
 55. Powers and liabilities of such trustees. 
 
 The directors, constituted trustees as aforesaid, shall have 
 authority to sue for and recover the aforesaid debts and property, 
 by the name of the corporation, and shall be sueable by the same 
 name, or in their own names or individual capacities, for the 
 debts owing- by such corporation, and shall be jointly and 
 severally responsible for such debts, to the amount of the moneys 
 and property of the corporation which shall come to their hands 
 or possession as such trustees. 
 
 Act of 1875, § 58; P. L. 1892, p. 35; P. L. 1894, p. 136; P. L. 1893, p. 609. 
 
 Quaere. — Whether, after the formal dissolution of a corporation by 
 proclamation for failure to pay state franchise tax, its directors as trustees 
 have power to vote stock of other corporations owned by it. (In re Dela- 
 ware River & A. R. Co., 68 Atl. Rep., 1104.) 
 
 56. Court of Chancery may continue directors as trustees or 
 appoint receivers of dissolved corporation. 
 
 When any corporation shall be dissolved in any manner what- 
 ever, the court of chancery, on application of any creditor or 
 stockholder at any time, may either continue the directors 
 trustees as aforesaid, or appoint one or more persons to be re- 
 ceivers of such corporation, to take charge of the estate and 
 effects thereof, and to collect the debts and property due and be- 
 longing to the corporation, with power to prosecute and defend, 
 in the name of the corporation or otherwise, all suits 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 its unfinished business ; and the powers of such 
 trustees or receivers may be continued as long as the court shall 
 think necessary for such purposes. 
 
 P. L. 1846, p. 72,; P. L. 1849, P- 308; Act of 1875, § 60. 
 
 The authority of the Chancellor to interpose and take from the direc- 
 tors the power to close up the business of the corporation, and place its
 
 84 DISSOLUTION ; RECEIVERS. 
 
 <; fi7-5S-'"l9 'ift^'i'S ill charge of a receiver, is a discretionary power, to be exercised only 
 on good cause shown — upon circumstances disclosed by the proof which 
 show the need of the interierence of the court for the protection of creditors 
 or stockholders from breaches of trust by the directors in the performance 
 of their duties. (Neivfoundlaiid R. R. Construction Co. v. Schack, 40 N. 
 J. Eq., 222, 229; Raivnslcy v. Trenton Mut. Life Ins. Co., 9 N. J. Eq., 95, 
 
 347.) 
 
 A corporation which has defaulted in the payment of state taxes and 
 whose charter has been declared void by proclamation of the Governor is 
 within the provisions for winding up corporations contained in sections 53- 
 60 of the Corporation Act, and the Chancellor in his discretion may con- 
 tinue directors as trustees to settle the corporate affairs or may appoint 
 a receiver for that purpose. Discretion to appoint a receiver should not 
 be disclaimed because of failure of proof of breaches of trust by the 
 directors since the Governor's proclamation, but should be exercised upon 
 proof of such breaches of trust or of previous breaches of trust or miscon- 
 duct or incapacity evincing the unfitness of the directors to properly discharge 
 the duties of such trust. (American Surety Co. v. Great IVliite Spirit Co., 
 58 X. J. Eq., 526.) 
 
 See Silverstro v. E. Side Co-op. Bldg. & Loan Ass'n, 53 Atl. Rep.. 823. 
 
 57. Jurisdiction of Court of Chancery. 
 
 The court of chancery shall have jurisdiction of said applica- 
 tion and of all questions arising in the proceedings thereon, and 
 may make such orders and decrees therein as justice and equity 
 shall require. 
 
 P. L. 1846, p. 72,; P. L. 1849, p. 309; Act of 1875, § 61. 
 
 58. Disposition of proceeds by trustees or receivers. 
 
 The said trustees or receivers shall pay ratably, as far as its 
 moneys and property shall enable them, all the creditors of the 
 corporation who prove their debts in the manner directed by the 
 court; and if any balance remain after the payment of such debts 
 and necessary expenses, the same shall be distributed among tlie 
 stockholders. 
 
 P. L. 1846, p. 7z ; P- L. 1849, p. 309 ; Act of 1875, § 62. 
 
 See Edwards v. Nat'l Window Glass Jobbers' Ass'n, 58 Atl. Rep.. 527; 
 s. c. 68 Id., 800. 
 
 59. Actions not to abate on dissolution. 
 
 Any acticju, now pending or to be hereafter begun, against 
 any corporation which may become dissolved before final judg-
 
 EXECUTION AGAINST CORPORATION. 85 
 
 ment, shall not abate by reason thereof, but no judgment shall § 60-61-62 
 be entered therein except upon notice to the trustees or receivers 
 of the corporation. 
 
 P. L. 1852, p. 140; Act of 1875, §§ 65, 92. 
 
 60. Copy of decree of dissolution to be filed in office of sec- 
 retary of state. 
 
 A copy of every decree or judgment dissolving a corporation 
 or forfeiting its charter shall be forthwith filed by the clerk of 
 the court in the office of the secretary of state, and a note thereof 
 shall be made by the secretary of state on the charter or certificate 
 of incorporation, and in the index thereof, and be published by 
 him in the annual volume of laws. 
 
 VI. — Execution Against Corporation. 
 
 61. On execution schedule of property to be furnished to 
 officer. 
 
 Every agent or person having charge or control of any prop- 
 erty of a corporation, on request of any public officer, having for 
 service a writ of execution against it, shall furnish to him the 
 names of the directors and officers thereof, and a schedule of all 
 its property, including debts due or to become due to it, so far 
 as he may have knowledge of the same. 
 
 P. L. 1846, p. 71 ; P. L. 1849, p. 307 ; Act of 1875, § 66. 
 
 62. Execution may be satisfied by debts due the corporation. 
 
 If any officer, holding an execution, shall be unable to find 
 other property belonging to the corporation liable to execution, 
 he or the judgment creditor may elect to satisfy such execution, 
 in whole or in part, by any debts due to the corporation; and it 
 shall be the duty of any agent or person having custody of any 
 evidence of such debt, to deliver the same to the oflicer, for the 
 use of the creditor, and such delivery, with a transfer to the 
 oflicer in writing, for the use of the creditor, and notice to tlie 
 debtor, shall be a valid assignment thereof; and such creditor 
 may sue for and collect the same in the name of the corporation, 
 subject to such equitable set-offs on the part of the debtor as in 
 other assignments ; and every agent or person who shall neglect
 
 86 INSOLVENCY ; CONVEYANCE OE PROPERTY VOID. 
 
 § 63— 64 or refuse to comply with the provisions of this and the last pre- 
 ceding section, shall be himself liable to pay to the execution 
 creditor the amount due on said execution, with costs. 
 
 P. L. 1846, pp. 71-72; P. L. 1849, pp- 307, 308; Act of 1875, §§ 67-68. 
 
 Where a corporation had no bank account, and the treasurer depos- 
 ited the amounts which he received for the company in his own account 
 in the bank, in his individual name, and not as an officer of the company, 
 held, that this was a debt due the corporation within the meaning of this 
 section, and was not cash in bank belonging to the corporation and going 
 to the receiver on his appointment. So far as a corporation and its re- 
 ceiver are concerned, the debts are bound for the application of the execu- 
 tion creditor's debt by the service upon the corporation of the notice of 
 election. (Fan Steeiibcrg v. Parscll Pearl Button Co., 19 N. J. L. J., 151.) 
 
 VII, — Insolvency. 
 
 63. Directors must call meeting of stockholders when corpo- 
 ration becomes insolvent. 
 
 Whenever any corporation shall become insolvent, the direc- 
 tors, within ten days thereafter, shall call a meeting of the stock- 
 holders, and lay before them for inspection and examination all 
 the books of accounts, by-laws and minutes of the corporation, 
 and exhibit a full and true statement of all its estate, funds and 
 property, and of all the debts due and owing to it, and by whom, 
 and of all the debts owing by it, and to wliom, as far as the direc- 
 tors can at that time make out the same; so as to exhibit to the 
 stockholders a full, fair and true account of the situation of the 
 affairs of the corporation. 
 
 P. L. 1S28, p. 58; Act of 1875, § 69. 
 
 This and the following sections are in substance a re-enactment of the 
 "Act to Prevent Frauds by Incorporated Companies." (P. L. 1829, p. 58.) 
 Under that Act it was held that the only criterion of insolvency furnished 
 by the Act was the suspension of business, and that the act of insolvency 
 contemplated by the statute is committed at the time the company suspends 
 its ordinary business operations. {Bedford v. Nezuark Machine Co., 16 N. 
 J. Eq., 117.) 
 
 64. Conveyance or assignment of property, etc., after insol- 
 vency, or contemplation of insolvency, void as against creditors. 
 
 W'henex'er any corporation shall become insolvent or shall 
 suspend its ordinary business for want of funds to carry on th.e
 
 insolvency; convEyanck of propkrty void. ^y 
 
 same, neither the (hrectors nor any officer or agent of the cor- § 64 
 poration shall sell, convey, assign or transfer any of its estate, 
 effects, Glioses in action, goods, chattels, rights or credits, lands 
 or tenements; nor shall they or either of them make any such 
 sale, convevance, assignment or transfer in contemplation of in- 
 solvency, and every such sale, conveyance, assignment or trans- 
 fer shall be utterly null and void as against creditors; provided, 
 that a bojia fide purchase for a valuable consideration, before the 
 corporation shall have actually suspended its ordinary business, 
 by any person without notice of such insolvency or of the sale 
 being made in contemplation of insolvency, shall not be invali- 
 dated or iiupeached. 
 
 P. L. 1828, p. 58; P. L. 1895. p. 166. 
 
 In Strcit v. Citizens' Fire Insurance Co. (29 N. J. Eq., 21) it was held 
 that mere impairment of capital, even though to the extent of more than 
 one-fourth, is not prima facie evidence of the condition of insolvency. 
 
 The directors of a corporation are not trustees for creditors in trans- 
 acting the ordmary business of the company but only become such when 
 dealing with the property of an insolvent company. The duty to the cred- 
 itors springs into existence when the corporation becomes insolvent, and 
 this duty may arise before actual steps, either voluntary or involuntary, 
 are taken to wind up the corporate business. (Bird v. Magoivan, 43 Atl. 
 Rep., 278.) 
 
 The object of this provision is to prevent companies, actually insol- 
 vent, or whose embarrassments are such as must inevitably lead to insolvency, 
 from making a preference in favor of any one or more of its creditors. 
 (Hotcomh's Exr's v. New Hope Del. Br. Co., 9 N. J. Eq., 457! and see 
 Van IVagenen v. Savings Bank, 10 N. J. Eq., 13; State Banlz v. Receiver, 
 3 N. J. Eq., 266; Receivers v. Paterson Gas Co., 23 N. J. Law, 291 ; Kinsela 
 V. Cataract Bank, 18 N. J. Eq., 158; Wells v. Ralizuay White Rubber Co., 
 19 N. J. Eq., 402 ; Wilkinson v. Bauerle, 41 N. J. Eq., 635, 641 ; Vail v. 
 Jameson, Id., p. 648; Frost v. Barnert, 56 N. J. Eq., 290. 292.) 
 
 This section was enacted in 1829, and continued in force to 1875. but 
 was omitted from the Revision of that yeaf. It was again enacted in the 
 Revision of i8p6. 
 
 Montgomery v. Phillips (53 N. J. Eq., 203,) held that the board of 
 directors of an insolvent corporation could not by a mortgage upon the cor- 
 porate property prefer one of its own members, distinguishing Wilkinson 
 V. Bauerle, supra. (See also Mallory v. Kirkpatrick, 54 N. J. Eq., 50; Sav- 
 age V. Miller, 56 N. J. Eq., 432; Richards v. Holiday, 92 Fed. Rep., 798; 
 Scltmidt V. Perkins, 74 N. J. Law, 785, 7S8; Porch v. Agnczu Co., 70 N. J. 
 Eq., 328, 341 ; afif'd 71 Id., 305.)
 
 88 insolvency; remedy in chancery. 
 
 c a^ Cases since the Revision of 1896. — A mortgage, executed pending a 
 suit to wind up the corporation as an insolvent debtor, is void, as being 
 an unlawful attempt to prefer certain creditors. (Bissell v. Besson, 47 N. J. 
 Eq., 580.) 
 
 For a statement of facts on which it was held that a corporation was 
 insolvent within the meaning of this section at the time it executed certain 
 bonds and a mortgage securing the same, see Skii'iii, ct al., v. Easterri Rub- 
 ber Mfg. Co. (57 N. J. Eq., 179.) See also, Barrett v. Perth Amboy Ship- 
 building, &e., Co., 67 Atl. Rep., j^y. 
 
 A mortgage executed by the president without the knowledge of the 
 directors and ratified by resolution of such directors after the corporation 
 had become insolvent and suspended business and the mortgagee had notice 
 of such insolvency and suspension, is invalid as against the receiver. \^Ben- 
 nctt V. Keen, 59 N. J. Eq., 634.) 
 
 Directors of a corporation are liable to creditors for negligence occurring 
 while the company is insolvent. {Bird v. Magohjan, 43 Atl. Rep., 278.) 
 
 A corporation in a failing condition cannot place part of its assets in 
 the hands of a trustee to protect any of its directors as sureties on its 
 bonds. (Taylor v. Gray, 59 N. J. Eq., 621.) 
 
 A corporation may make a general assignment for the benefit of cred- 
 itors. (P. L. 1899, p. 146, § 24.) 
 
 The lack of sufficient cash in hand to meet matured obligations does not 
 demonstrate that the assets of a going concern would not have been worth 
 more than its debts : consequently, such a corporation is not necessarily in- 
 solvent. (Richards v. Haliday, 92 Fed. Rep., 798.) 
 
 See Richardson v. Gerli, 54 Atl. Rep., 438; Regina Music Box Co. v. 
 Otto, 65 N. J. Eq., 582; aff'd 68 Id.. 801; Miller v. Andenried, 67 N. J. Eq.. 
 252 : aff'd, 68 Id., 658 ; Empire St. Trust Co. v. Fisher, 67 N. J. Eq., 602 ; 
 Mills V. Hendershot, 70 N. J. Eq., 258; Russell & Erwin Mfg. Co. v. 
 Faifoute Hardware Co., 62 Atl. Rep., 421 ; Pryor v. Gray, 70 N. J. Eq., 413 ; 
 aff'd, 72 Id., 436; Holmes v. Sheridan, 56 Atl. Rep., 308; aff'd, 65 N. J. Eq., 
 765; Shinn v. Kuiinncrle, 72 N. J. Eq., 828; Bergen v. Rogers, 67 Atl. Rep., 
 290 ; aft''d, 70 Id.. 1 100. 
 
 65. Remedy in chancery by injunction and appointment of a 
 receiver in case of insolvency. 
 
 Whenever any corporation shall become insolvent or shall 
 suspend its ordinary business for want of funds to carry on the 
 same, any creditor or stockholder may by petition or bill of com- 
 plaint setting forth the facts and circumstances of the case, apply 
 to the court of chancery for a writ of injunction and the appoint- 
 ment of a receiver or receivers or trustees, and the court being 
 satisfied by affidavit or otherwise of the sufficiency of said appli- 
 cation, and of the truth of the allegations contained in the peti-
 
 insolvency; remedy in chancery. 89 
 
 tion or bill, and upon such notice, if any, as the court by order § 65 
 may direct, may proceed in a summary way to hear the affidavits, 
 proofs and allegations which may be offered on behalf of the 
 parties, and if upon such inquiry it shall appear to the court that 
 the corporation has become insolvent and is not about to resume 
 its business in a short time thereafter with safety to the public 
 and advantag-e to the stockholders, it may issue an injunction to 
 restrain the corporation and its officers and agents from exercis- 
 ing any of its privileges or franchises and from collecting or 
 receiving any debts, or paying out, selling, assigning or trans- 
 ferring any of its estate, moneys, funds, lands, tenements or 
 effects, except to a receiver appointed by the court, until the 
 court shall otherwise order. 
 
 P. L. 1828, p. 59-60; P. L. 1852, p. 397; Act of 1875. §§ 70, 71. 83; P. L. 
 1877, p. 74. 
 
 The power to dissolve and wind up an insolvent corporation is 
 statutory. — The prerequisites prescribed by the statute are, that it shall be 
 made to appear that the corporation has become insolvent, and also, that it 
 will not be able to resume its business in a short time with safety to the 
 public and advantage to the stockholders. The power is only to be used 
 when the ends of justice require its exercise The court should strive in such 
 cases to foster and preserve rather than to strangle or destroy. (Atlantic 
 Trust Co. V. Consolidated V.lcctric Storage Cc, 49 N. J. Eq.. 402, 404. 406; 
 see also Oakley v. Paterson Bank, 2 N. J. Eq., 173, 176; Parsons v. Monroe 
 Mfg. Co., 4 N. J. Eq., 187, 206; Brundred v. Paterson MacJi. Co., 4 N. J. 
 Eq., 294, 305 ; Goodheart v. Raritan Mining Co., 8 N. J. Eq., 72,, 77 ; Laurel 
 Springs Land Co. v. Fougeray, 50 N. J. Eq., 756; Ra-wnsley v. Trenton Mut. 
 L. Lis. Co., 9 N. J. Eq., 347; Streit v. Citizens' Fire Lis. Co., 29 N. J. Eq., 
 21; Cook V. Last Trenton Pottery Co., 53 N. J. Eq., 29; Nichols v. Perry 
 Patent Arm Co., 11 N. J. Eq., I25; Pierce v. Old Dominion Copper Co., 67 
 N. J. Eq., 399; 72 N. J. Eq., 595; aff'd, 70 Atl. Rep., iioi; Gallagher v. 
 Asphalt Co. of Am., 67 N. J. Eq., 441; Jacobs v. .^Lwican Sugar Co., 130 
 Fed. Rep., 589.) 
 
 Appointment of receiver; where applied for. — The court of chancery 
 is a court of state-wide jurisdiction and all of its orders and decrees are 
 operative throughout the entire state. An application for an injunction or 
 other order can be made to the chancellor or to any one of the vice-chan- 
 cellors; but the practice has obtained of making all such applications to 
 members of the court who sit in the locality within which the suit arises and 
 before whom the member of the particular local bar generally practices. 
 Thus, for instance, a manufacturing company having its place of business 
 and registered office in Newark becomes insolvent and a member of the bar
 
 90 insolvency; remedy in chancery. 
 
 CO S either of Newark or Jersey City being retained to file a bill against the com- 
 pany for injunction and receiver, he would make the application to one of 
 the two vice-chancellors who habitually sit in Newark, but if both were out 
 of town and neither could be found and the matter was one of urgency, 
 the application could be made to and would be entertained by a vice-chan- 
 cellor sitting in Jersey City or elsewhere. If a lawyer residing in Trenton 
 should file a bill against a Newark corporation, as well he might and as often 
 happens, he would feel constrained to make the application to a Newark 
 vice-chancellor, and if he made the application before the vice-chancellor 
 in Trenton he would probably be directed to take the bill before a Newark 
 member of the court unless he could give a good reason for presenting it 
 outside of the locality where 'the suit arose, that is, where the defendant 
 resided; and if the Trenton vice-chancellor should take jurisdiction and 
 make an order to show cause why a receiver should not be appointed he 
 would undoubtedly make it returnable at Newark on one of the court's 
 regular motion days there. Whenever any member of the court takes juris- 
 diction in any such matter, the court's action is never questioned, and cannot 
 be questioned. While the state is not divided into equity districts the mem- 
 bers of the court of chancery are distributed all over the state, that is to 
 say, they reside in different sections of the state and hold the court in the 
 localities in which they live. The chancellor and two vice-chancellors live 
 at Morristown ; one vice-chancellor in Paterson ; one in Jersey City; one in 
 Newark ; another at Trenton and still another at Camden. Lawyers living 
 in the rural counties adjacent to any one of these places are at liberty to 
 make applications to the vice-chancellor most accessible to them, and their 
 applications are always entertained. Chancery Chambers are maintained in 
 Trenton, Newark, Jersey City, Camden and Atlantic City, where trials are 
 held. The members of the court may be applied to either at those chambers 
 or at their residences. 
 
 A receiver should not be appointed in case of insolvency where the 
 directors are closing the affairs of the corporation and it appears that they 
 are in all respects trustworthy. {City Pottery Co. v. Yates, 2>7 N. J. Eq., 
 5.}j.) See Reinhardt v. Interstate Telephone Co., yi N. J. Eq.. 70. 
 
 The continuance in control of directors or officers, directly or indirectly, 
 against whom is made out a prima facie case of malfeasance in ofiice is 
 repugnant to the well-settled judicial policy of this state. {Fitzgerald v. 
 State Mutual Building & Loan Ass'n, 69 Atl. Rep., 564.) For further cases, 
 see Michigan I,aw Review, Vol. 7, p. 53. 
 
 The fact that one creditor of an insolvent corporation not able to re- 
 sume its business with safety to the public or advantage to its stockholders, 
 institutes proceedings to have the corporation adjudged insolvent and a re- 
 ceiver appointed with ulterior purposes of self-advantage, will not defeat the 
 proceedings. {Ft. Wayne Electric Corporation v. Franklin Electric Light 
 Co., 57 N. J. Eq., 7. 16; aff'd 58 Id., 543, 579.) 
 
 The requirement of the statute that before a receiver can be appointed, 
 proof shall be made that an insolvent corporation will not be able to "re-
 
 insolvency; rkmkdy in chancery. 91 
 
 sume" its business with safety to the public and advantage to its stock- ^ (j5 
 holders within a short time, does not predicate a complete suspension hut 
 an inability to take up again and perform such functions or duties as shall 
 have been suspended because of the insolvency, such as the payment of its 
 current obligations. (Ibid.) 
 
 An application for the appointment of a receiver of a corporation will 
 not be defeated on the ground that the misfortunes of the corporation are 
 due to the wrongful conduct of the applicant ; such an application not being 
 for the individual benefit of the applicant. (McMullin v. McArthur Electric 
 Mfg. Co., 68 Atl. Rep., 97.) 
 
 Where the evidence justifies the belief that the creditors will be paid 
 and the business of the corporation resumed if a receiver is not appointed, 
 a receiver will not be appointed. The court must ascertain whether insol- 
 vency exists and whether a receivership is necessary for the safety of the 
 public and advantage of the stockholders. (Ibid.) 
 
 The facts and circumstances must be set out in the bill from which 
 the insolvency of the company shall appear. (Newfoundland R. R. Construc- 
 tion Co. V. Schack, 40 N. J. Eq., 222, 226.) 
 
 It is sufiicient to authorize the appointment of a receiver if it appears 
 that a company cannot continue in business. (Wood & Nathan Co. v. Ameri- 
 can Mach. & Mfg. Co., 62 Atl. Rep., 768.) 
 
 A receiver will not be appointed on preliminary hearing where all 
 the grounds which would authorize such an appointment are denied by 
 proper affidavits. (Taylor v. Cuban Land & Steamship Co., 106 Fed. Rep., 
 437; Brady v. Bay State Gas Co., Id., 584.) 
 
 In judging of the solvency or insolvency of a company, its property 
 should be estimated at its fair value, and not at the depreciated price which 
 it might command at a forced sale. The most unfavorable inference as 
 to the condition of a corporation may justly be drawn from the circumstance 
 of the company's withholding its books upon an investigation touching 
 its insolvency. (Parsons v. Monroe Mfg. Co.. 4 N. J. Eq.. 187.) 
 
 In Bdison v. Edison United Phonograph Co. (52 N. J. Eq., 620), an un- 
 successful attempt was made to have a receiver appointed, not "because the 
 corporation is now actually insolvent, but because of a fear, resting entirely 
 on conjectm-e, that it will become so at some time in the future." Dissen- 
 sions had arisen among the members of the board of directors as to the 
 business policy of the company. 
 
 A complete suspension of the business of a corporation is not necessary; 
 the fact that it is seriously embarassed and losing money being sufficient to 
 permit an injunction and the appointment of a receiver. That creditors may 
 have instituted an action for the appointment of a receiver, with the ulterior 
 purpose of securing control of the affairs of the corporation, will not defeat 
 the action. (Catlin v. Vichaclii Mining Co., 67 Atl. Rep., 194.) 
 
 The owner of a "voting trust" certificate is a stockholder within the 
 meaning of this section. (O'Grady v. (/. S. Ind. Tel. Co.. 71 Atl. Rep., 1040.)
 
 92 RECEIVERS. 
 
 ^ A5 Bondholders, being the beneficial owners of a decree of foreclosure ob- 
 
 tai]ied against the corporation by the trustee, are creditors of the corpora- 
 tion within this section. {Ibid.) 
 
 See Reed v. lielois Carbide Specialty Co., 64 N. J. Eq., 231. 
 
 See also Conklin v. U. S. Shipbitiidi)ig Co., 140 Fed. Rep., 219. (Circuit 
 Court.) 
 
 This section is not superseded by the national bankruptcy act. {Brown 
 V. Allebach, 156 Fed. Rep., 697.) 
 
 Nature of proceeding. — See Albert v. Clarendon Land, &c., Co., 53 N. 
 J. Eq., 623, 625; Cape May v. Cape May, &c., R R. Co., 59 Id., 59; Pierce v. 
 Old Dominion Copper Co., 67 N. J. Eq., 399; s. c. 72 N. J. Eq., 595; aff'd 70 
 Atl. Rep., iioi. 
 
 As to who are stockholders under this section, see Hoopes v. Basic Co., 
 69 N. J. Eq., 679 ; aff'd 72 Id., 426. 
 
 Effect of appointment of receiver. — See Kirkpatrick v. Assessors, 57 
 X. J. Law, 53; iV. /. Soiitliern R. R. Co. v. R. R. Commissioners, 41 N. J. 
 Law. 235. As to creditors. Graliam Button Co. v. Spielman, 50 N. J. Eq., 120; 
 aff'd p. 796. 
 
 A corporation which has been declared insolvent has power to take 
 steps looking toward a reorganization and a resumption of its property 
 and business pending an injunction and receivership, and may employ agents 
 to aid in the carrying out of such purposes, for whose compensation it will 
 be liable if the injunction is dissolved and the receiver removed. {Linn v. 
 Joseph Dixon Crucible Co., 59 N. J. Law, 28.) 
 
 A corporation in the hands of a receiver can legally hold an election for 
 directors, and the court may order such election. {Lehigh Coal & Naviga- 
 tion Co. V. Central R. R. Co. of N. /., 5 N. J. L. J., 214.) 
 
 See A'ickolson v. IVhccling, &c.. R. R. Co.. no Fed. Rep., 105; Land 
 Title & Trust Co. v. American Asphalt Co.. 114 /(/.. 484; Gilroy v. Somer- 
 ville Woolen Mills. 67 N. J. Eq., 479; Fleming v. Flemi)ig Hotel Co., 69 Id., 
 715. 
 
 Receivers' certificates. — As to the purposes for which receivers' certi- 
 ficates may be issued and their priority over other liens, see Lockport Felt 
 Co. V. United Box Board & Paper Co., 70 Atl. Rep., 980. 
 
 Powers of receiver. — See National Trust Co. v. Miller, 33 N. J. Eq., 
 155. 158; Receiver v. Spiehnann, 50 N. J. Eq., 796; Hopper v. Lcvejoy. 47 
 N. J. Eq., 573; Hood V. McNaughton, 54 N. J. Law, 425; Barkalow v. Toftcn, 
 53 N. J. Eq., 573; Falk v. Whitman Cigar Co., 55 N. J. Eq., 396: Bennett v. 
 Keen, 59 N. J. Eq.. 634; Vanderbilt v. Central R. R. Co., 43 N. J. Eq., 669; 
 In re Mather's Sons' Co., 52 N. J. Eq., 607; Una v. Nczvark Savings Inst., 46 
 Atl. Rep.. 660; Hendrickson v. Dicyer, 70 N. J. Law, 223; Cunningham v. 
 Alryan Woolen Mills, 69 N. J. Eq., 710: Lockport Felt Co. v. United Box 
 Board & Paper Co., 70 Atl. Rep., 980; Mills v. Hcndershof. 70 N. J. Eq., 258.
 
 RECEIVERS. 93 
 
 Receiver of solvent corporation: when appointed. — The court, S gg 
 in Sternberg v. Wolff (56 N. J. Eq., 3^9), l^-^ld, that when, by reason of dis- 
 sensions among the directors of a trading corporation, there is a deadlock in 
 the management of its business by them, a receiver pendente lite may be ap- 
 pointed. (See, also, Archer v. American Water Works, 50 N. J. Eq., 33 J 
 Fougeray v. Cord, 50 N. J. Eq., 185, 756; Edison v. Edison United Phono- 
 graph Co., 52 N. J. Eq., 620, 625, 626.) 
 
 When Sternberg v. Wolif came back to the Court of Chancery, not- 
 withstanding the opinion of the Court of Appeals, it refused to appoint a re- 
 ceiver, holding that the Court of Chancery ought not to interfere with the 
 business of a solvent corporation by the appointment of a receiver unless 
 there is a present danger to the interests of the stockholders, consisting of a 
 serious suspension or interference with the conduct of the business, and a 
 threatened depreciation of the value of assets consequent thereon, which may 
 be met and remedied by a receiver. In other words, it must appear that 
 the appointment of a receiver would serve some beneficial purpose to the 
 stockholders. {Sternberg v. Wolff, 56 N. J. Eq., 555- See, also, Hayes v. 
 Pierson, 65 N. J. Eq., 353-) 
 
 See Stokes v. Knickerbocker Invcsinicnt Co., 70 N. J. Eq., 518. 
 
 Receivers of foreign corporations. — The court may take jurisdic- 
 tion in every case where it is made to appear that the corporation has done 
 business here, and still has property here, although at the time when the 
 bill or petition was filed its business here is entirely suspended. {Albert v. 
 Clarendon Land, &c., Co., 53 N. J. Eq., 623, 626.) 
 
 The Court of Chancery will not appoint a receiver for a foreign cor- 
 poration on a mere suspicion that it is about to remove its property to 
 another state, or intends to commit a fraud, when it is not shown to have 
 been declared insolvent by the courts of the state of its creation. {Smyth 
 v. Empire Rubber Co., 2 N. J. L. J., 154) 
 
 Whether, after a foreign corporation doing business in this state has 
 passed into the hands of a receiver in the state of its domicile, a receiver 
 will be appointed in this state, and, if so, whether the domiciliary receiver 
 w-ill be appointed here, will depend upon the volume and kind of busi- 
 ness done in this state, and whether any special interest of the creditors or 
 citizens in this state is likely to be involved in the settlement of the in- 
 solvent's affairs. The receiver in this state is amenable alone to the direction 
 of this court, and not to the direction of the domiciliary receiver. {Iriviii 
 V. Granite State Provident Ass'n, 56 N. J. Eq., 244.) 
 
 Preliminary injunction: solvent corporation. — See Harriinan v. 
 Xortk.eni Securities Co., 132 Fed. Rep., 464. 
 
 66. Court may appoint receivers ; powers of receivers. 
 
 The court of chancery, at the time of ordering said injunc- 
 tion, or at any time afterwards, may appoint a receiver or re- 
 
 10
 
 94 RECEIVERS. 
 
 § 66 ceivers or trustees for the creditors and stockholders of the cor- 
 poration, with full power and authority to demand, sue for, col- 
 lect, receive and take into their possession all the goods and chat- 
 tels, rights and credits, moneys and effects, lands and tenements, 
 books, papers, choses in action, bills, notes and property of every 
 description of the corporation, and to institute suits at law or 
 in equity for the recovery of any estate, property, damages or 
 demands existing in favor of the corporation, and in his or their 
 discretion to compound and settle with any debtor or creditor 
 of the corporation, or with persons having possession of its 
 property or in any way responsible at law or in equity to the 
 corporation at the time of its insolvency or suspension of busi- 
 ness, or afterwards, upon such terms and in such manner as he 
 or they shall deem just and beneficial to the corporation, and in 
 case of mutual dealings between the corporation and any per- 
 son to allow just set-oft's in favor of such person in all cases in 
 which the same ought to be allowed according to law and 
 equity ; a debtor who shall have in good faith paid his debt to the 
 corporation w^ithout notice of its insolvency or suspension of busi- 
 ness, shall not be liable therefor, and the receiver or receivers 
 or trustees shall have power to sell, convey and assign all the 
 said estate, rights and interests, and shall hold and dispose of 
 the proceeds thereof under the directions of the Court of Chan- 
 cery ; th.e word receiver as used in this act shall be construed to 
 include receivers and trustees appointed as provided in this act. 
 P. L. 1828, pp. 60, 61, 62; Act of 1875, §§ 7^> 71- 
 
 Where directors .md officers, pending an application for a receiver on 
 the ground of insolvency alleged to have been caused by their wrongdoing, 
 passed a resolution recommending the dissolution and liquidation of a build- 
 ing and loan association and indirectly procured the appointment by the 
 shareholders of three certain trustees in liquidation, it was the duty of the 
 court, insolvency being shown, forthwith to remove the trustees and appoint 
 a receiver, who neither by his official participation in the affairs of the in- 
 solvent company nor by personal affiliation with the individual directors 
 would be embarrassed in the due administration of his office. {Pitzgerald v. 
 State Mutual Building & Loan Ass'n, 69 Atl. Rep., 564. See ^Michigan Law 
 Review, Vol. 7, p. 53.) 
 
 An officer of a corporation, under whose management it became in- 
 solvent, is not a proper person to be appointed receiver. The Court of 
 Chancery may remove a receiver for cause. When an officer of a corpora-
 
 RECEIVERS. 95 
 
 tion has l)cen appointed its receiver, and it appears proper that his condnct < 67—68 
 as such officer should be investigated to ascertain whether he has not ob- 
 tained an advantage which he ought not to be permitted to retain, sufficient 
 cause for removal exists. (McCulloicgh v. Merchants' Loan & Trust Co., 
 29 N. J. Eq., 217.) 
 
 See Hayes v. Pierson, 65 N. J. Eq., 353 ; Honeyman v. Haughey, 66 Atl. 
 Rep., 582; Strauss v. Casey Machine & Supply Co., 66 Atl. Rep., 958. 
 
 Appointment by Federal court. — See U. S. Shipbuilding Co. v. Conklin, 
 126 Fed. Rep., 132 (Circuit Court of Appeals). 
 
 Foreign receiver. — As to the status of a foreign receiver, see Edwards 
 v. Mat' I U'indi'ZV Glass Jobbers' Ass'n, 68 Atl. Rep., 800. 
 
 In what courts receiver must bring suit. — The receiver acquires no 
 power to sue in equity merely because he is an officer appointed by and 
 amenable to the directions of the Court of Chancery. He must collect legal 
 claims through the legal tribunals and enforce equitable rights of the in- 
 solvent company through courts of equity. (Riley v. Clarendon Oil S- Re- 
 fining Co., 20 N. J. L. J., 246.) 
 
 Objections to receivers' report. — See Strauss v. Casey Macliine & 
 Supply Co., 69 N. J. Eq., 19; see also Id., 66 Atl. Rep., 958. 
 
 Claims against receiver. — As to presentation and adjudication of claims, 
 see Colonial Trust Co. v. Pacific Packing & Nav. Co., 158 Fed. Rep., 277. 
 
 67. Receiver to qualify and take oath. 
 
 Every receiver shall before acting enter into such bond and 
 comply with such terms as the court may prescribe, and take and 
 subscribe the following oath or affirmation: "I, , do 
 
 swear (or afiirm) that I will faithfully, honestly and impartially 
 execute the powers and trusts reposed in me as receiver, for 
 the creditors and stockholders of the , and that without 
 
 favor or affection,"' which oath or affirmation shall be filed in the 
 office of the clerk in chancery within ten days after the taking 
 thereof. 
 
 P. L. 1828, p. 61 ; Act of 1875, § 73- 
 
 68. Property, franchises, etc., of insolvent corporation vests 
 in receiver upon appointment. 
 
 All the real and personal property of an insolvent corpora- 
 tion, wheresoever situated, and all its franchises, rights, privi-
 
 g6 RECEIVERS. 
 
 § 68 leges and effects shall, upon the appointment of a receiver, forth- 
 with vest in him, and the corporation shall be divested of the 
 title thereto. 
 
 P. L. 1828, p. 61. 
 
 This section was intended to settle the question as to whether the 
 property of an insolvent company vests in the receiver. Willink v. Mor- 
 ris Canal & Banking Co., (4 N. J. Hq.. 377) held that it did not; tliat the 
 title to the property is not changed by the appointment, and that a power 
 only is delegated to the receivers to take charge of it and sell it. Corrigan 
 V. Trenton Del. Falls Co. (7 N. J. Eq., 489, 496), held that the statute, and 
 the appointment of receivers under it, are a conveyance or transfer of all 
 the property of the insolvent company to the receivers for the benefit of 
 the creditors of the company, to be distributed in the mode pointed out 
 by the statute. To the same effect, Freeholders of Middlesex v. State Bank 
 (29 N. J. Eq., 268, 274; aff'd, 30 Id., 311), and Minchin v. Second Natl Bank 
 (36 N. J. Eq., 436, 442.) In Receiver v. First Nat'l Bank (34 N. J. Eq., 450, 
 456) the contrary view is expressed by Vice Chancellor Van Fleet, who 
 states that the decision of Chancellor Halsted was made in ignorance of the 
 prior decision in IVillink v. Morris Canal & Banking Co. {supra). And to 
 the same effect is Kirk Patrick v. Corning (37 N. J. Eq., 54, 59.) 
 
 The question seems settled by this and the succeeding section. 
 
 But the title of an insolvent corporation to its property continues until 
 there is either an adjudication of insolvency or the appointment of a re- 
 ceiver or trustee. (Sciiiire v. Princeton Lighting Co., 72 N. J. Eq., 883.) 
 
 Under this section assessment calls may properly be made by the re- 
 ceiver rather than by the court itself. He should "give thirty days' notice 
 as required by Section 22. (Falk v. Whitman Cigar Co., 55 N. J. Eq., 396; 
 Meley v. Whitakcr, 61 N. J. Law, 602; see also Thompson on Corporations, 
 Sections 2003, 2004.) 
 
 A receiver of an insolvent corporation may enjoin the prosecution of 
 a pending action commenced against the corporation by a creditor thereof, 
 prior to the commencement of the insolvency proceedings in view of the 
 statute vesting all the corporation's assets in the receiver. {Morton v. Stone 
 Flarbor Imp. Co., 44 Atl. Rep., 875.) 
 
 A debtor of an insolvent corporation cannot use notes which are not yet 
 due as a set-off against a claim of the corporation, at least in the absence of 
 some equitable ground. {McManus-Kelly Co. v. Pope Mfg. Co., 70 Atl. 
 Rep., 297.) 
 
 See Til ford v. Atlantic Match Co., 134 Fed. Rep., 924; Jcssup v. Thoni- 
 ason, 68 N. J. Eq., 443; Kirkpatrick v. Eastern Milling and E.vport Co., 135 
 Fed. Rep., 146; aff'd 137 Id., 387; Graham Button Co. v. Spiclman, 50 N. J. 
 Eq.. 120 ; aff'd Id., 796. 
 
 Lien of execution. — If the personal property of a corporation has be- 
 come bound by the delivery of a writ of execution to the sheriff, or if the 
 judgment creditor elects to satisfy his execution out of debts under sec-
 
 RECEIVERS. 97 
 
 lion 62 of the Corporation Act, before the commencement of insolvency c 69-70 
 
 proceedings, the rights thus created will not be disturbed. {Van Stcenhnrg 
 
 V. Parsell Pearl Button Co., 19 N. J. L. J., I49- See also Van Waggoner v. 
 
 Moses, 26 N, J. Law, 570; Squire v. Princeton Lighting Co., 72 N. J. Eq., 
 
 583.) 
 
 69. When debts paid or provided for, Court may direct re- 
 ceiver to reconvey property, or may dissolve corporation. 
 
 Whenever a receiver shall have been appointed as aforesaid 
 and it shall afterwards appear that the debts of the corporation 
 have been paid or provided for, and that there remains or can be 
 obtained l)y further contributions sufficient capital to enable it to 
 resume its business, the court of chancery may, in its discretion, 
 a proper case being shown, direct the receiver to reconvey to the 
 corporation all its property, franchises, rights and effects, and 
 thereafter the corporation may resume control of and enjoy the 
 same as fully as if the receiver had never been appointed; and in 
 every case in which the court of chancery shall not direct such 
 reconveyance, said court may, in its discretion, make a decree 
 dissolving the corporation and declaring its charter forfeited and 
 void. 
 
 In Conklin v. U. S. Shipbuilding Co. (140 Fed. Rep., 219, Circuit Court), 
 it was held that this section does not create a right enforceable in a federal 
 court of equity, the dissolution of a corporation created by a state being a 
 matter for determination by the tribunal to which the state has committed it. 
 
 70. Upon reorganization company may issue bonds and stock 
 to creditors. 
 
 Whenever a majority in interest of the stockholders of such 
 corporation shall have agreed upon a plan for the re-organiza- 
 tion of the corporation and a resumption by it of the manage- 
 ment and control of its property and business, such corpora- 
 tion may, with the consent of the court of chancery, upon the 
 reconveyance to it of its property and franchises, mortgage tlie 
 same for such amount as may be necessary for the ptu-poses of 
 such re-organization ; and may issue bonds or other evidences 
 of indebtedness, or additional stock, or both, and use the same 
 for the full or partial payment of the creditors who will accept 
 the same, or otherwise dispose of the same for the purposes of 
 the re-organization. 
 
 P. L. 1882, p. 167.
 
 qS receivers. 
 
 § 71-72-73 71- Power of receiver to examine witnesses, etc. 
 
 Such receiver shall haxe power to send for persons and 
 papers and to examine any persons, including the creditors and 
 claimants, and the president, directors and other otihcers and 
 agents of the corporation, on oath or affirmation (which oath 
 or affirmation the receiver may administer), respecting its affairs 
 and transactions and its estate, money, goods, chattels, credits, 
 notes, bills and choses in action, real and personal estate and 
 effects of every kind, and also respecting its debts, obligations, 
 contracts and liabilities, and the claims against it; and if any 
 person shall refuse to be sworn or affirmed, or to make answers 
 to such cjuestions as shall be put to him, or refuse to declare the 
 whole truth touching the subject-matter of the said examination, 
 the court of chancery may, on report by the receiver, commit 
 such person to prison, there to remain until he shall submit him- 
 self to be examined, and pay all the costs of the proceedings 
 against him. 
 
 Act of 1875, § 74. 
 
 Service of a summons by a receiver under this section, when made with- 
 out the state, does not give the courts of this state authority to declare a 
 person, faiHng to appear in response thereto, in contempt. (Fidelity & Cas- 
 ualty Co. V. Mac A fee Co., 72 N. J. Eq., 279.) 
 
 72. Power to search, etc. 
 
 Such receiver, with the assistance of a peace officer, may break 
 open, in the daytime, the houses, shops, warehouses, doors, 
 trunks, chests, or other places of the corporation where any of its 
 goods, chattels, choses in action, notes, bills, moneys, books, 
 papers or other writings or eft'ects, have been usually kept, or 
 shall be, and take possession of the same, and of the lands and 
 tenements belonging to the corporation. 
 
 Act of 1875, § 75- 
 
 73. Acts of majority of receivers or trustees valid ; receivers 
 may be removed and others appointed. 
 
 Every matter and thing by this act required to be done by 
 receivers or trustees shall be good and effectual, to all intents and 
 purposes, if performed by a majority of them; and the Court of
 
 RECEIVERS. 99 
 
 Chancery niav remove any receiver or trustee, and appoint an- §74-75-76 
 other or others in his place or fiU any vacancy which may occur. 
 P. L. 1828, p. 63 ; Act of 1875, § 79- 
 
 74. Inventory and report. 
 
 Such receiver, as soon as convenient, shaU lay before the 
 court of chancery a full and complete inventory of all the estate, 
 property and effects of the corporation, its nature and probable 
 value, and an account of all debts due from and to it, as nearly 
 as the same can be ascertained, and make a report to the court 
 of his proceedings every six months thereafter during the con- 
 tinuance of the trust. 
 
 P. L. 1828, p. 62 ; Act of 1875. § 76. 
 
 75. Court may limit time to present and make proof of 
 claims. 
 
 The court of chancery may limit the time within which 
 creditors shall present and make proof to such receiver of their 
 respective claims against the corporation, and may bar all credi- 
 tors and claimants failing so to do within the time limited from 
 participating in the distribution of the assets of the corporation; 
 the court may also prescribe what notice, by publication or other- 
 wise, shall be given to creditors of such limitation of time. 
 
 See Patthcrg v. Pattberg & Bros.,, 55 N. J. Eq., 604; Wall v. Young, 54 
 N. J. Eq., 24; Conklin v. U. S. Shipbuilding Co., 136 Fed. Rep., 1006 (Circuit 
 Court). 
 
 76. Claims to be upon oath. 
 
 Every claim against an insolvent corporation shall be pre- 
 sented to the receiver in writing and upon oath; and the claim- 
 ant, if required, sliall submit himself to such examination in 
 relation to th.e claim as the receiver shall direct, and shall pro- 
 duce such books and papers relating to the claim as shall be 
 required; and the receiver shall have power to examine, under 
 oath or afifirmation, all witnesses produced before him touching 
 the claims, and shall pass upon and allow or disallow the claims, 
 or any part thereof, and notify the claimants of his determina- 
 tion. 
 
 P. L. 1828, p. 62.
 
 lOO RECEIVERS. 
 
 & J7_73 The appointment of a receiver for a corporation and an injunction against 
 
 its contracting, collecting or assigning debts are held not to excuse it for the 
 subsequent breach of a contract of agency for a period of five years, made two 
 j'ears prior to the appointment of the receiver. {Rosenbaum v. U. S. Credit 
 System Co., 6i N. J. Law, 543.) 
 
 B made a contract with a corporation to serve it for a term of years for a 
 fixed salary. Before the expiration of the term the corporation became in- 
 solvent and a receiver was appointed, thereby occasioning a breach of con- 
 tract on the part of the corporation. Held, that B was entitled to present a 
 claim to the receiver for the amount of damages he suffered by the breach. 
 (Spader v. Mural Decoration Company, 47 N. J. Eq., 18.) 
 
 Proof of claim for a tort may be made to the receiver. (Lehigh & 
 Wilkesbarre Coal Co. v. Stevens & Condit Transp. Co., 63 N. J. Eq.. 107.) 
 
 See, also, Hoskins v. Seaside Ice Mfg. Co., 68 N. J. Eq., 476. 
 
 77. Trial by jury allowed at the circuit. 
 
 x\ny creditor or claimant who shall lay his claim before such 
 receiver may. at the same time, demand that a jury shall decide 
 thereon, and in like manner the receiver may demand that the 
 same shall be referred to a jury; and in either case such demand 
 shall be entered on the minutes of the receiver, and thereupon an 
 issue shall be made up between the parties, under the direction 
 of one of the justices of the supreme court, and a jury im- 
 panelled, as in other cases, to try the same in the circuit court of 
 the county in which the corporation carried on its business or 
 had its principal office; the verdict of the jmy shall be subject to 
 the control of the supreme coiut, as in suits originally instituted 
 therein, and when rendered, if not set aside by the court, shall 
 be certified by the clerk of the supreme court to the receiver : 
 the creditor shall be considered, in all respects, as having proved 
 his debt or claim for the amount so ascertained to be due, and in 
 all cases in which no trial by jury shall be demanded the coiu't 
 of chancery shall have jurisdiction to pass upon the claims pre- 
 sented and to determine the rights of the claimants, and to make 
 such order or decree touching the same as shall be equitable 
 and just. 
 
 P. L. 1828, p. 62 ; Act of 1875, § 78. 
 
 78. Persons aggrieved by proceedings may appeal to court of 
 chancery. 
 
 E^very such insoh-cnt corporation, or any person aggrieved 
 by the proceedings or determination of such receiver in the dis-
 
 RECEIVERS. lOI 
 
 charge of his duty, may appeal to the court of chancery, which § 79-80-81 
 court shall, in a summary way, hear and determine the niatter 
 complained of, and make such order touching the same as shall 
 be equitable and just. 
 
 P. L. 1828, p. 63 ; Act of 187s, § 82. 
 
 See Jackson v. People's Bank, g N. J. Eq., 205; Taylor v. Gray, 59 N. J. 
 Eq., 621. 
 
 Leo V. Green (52 N. J. Eq., i) held that a delay for eight years in appeal- 
 ing from a receiver's disallowance of a claim, where repeated notices had been 
 given of an order limiting appeals, was a bar to any relief. 
 
 Where there is the same receiver for two corporations, one of which, as 
 part of its assets, owns stock in the other, a creditor of the one may appeal 
 from an allowance of a claim against the other. {Blake v. Domestic Mfg. Co., 
 64 N. J. Eq., 480.) 
 
 Estoppel. — See Lcinbcck v. Jarvis Terminal Cold Storage Co., 69 N. J. 
 Eq., 450; aff'd 70 Id., 737; 69 Id., 781. 
 
 79. Upon application receiver to be substituted as plaintiff 
 in suits pending at time of appointment. 
 
 Such receiver shall, upon application by him, be substituted 
 as party plaintiff or complainant in the place and stead of the 
 corporation in any suit or proceeding at law or in equity which 
 was pending at the time of his appointment. 
 
 P. L. 1828, p. 63; Act of 1875. § 81. 
 
 80. Actions not to abate by death of receiver. 
 
 No action against a receiver of a corporation shall abate by 
 reason of his death, but, upon suggestion of the facts on the 
 record, shall be continued against his successor, or against the 
 corporation in case no new receiver be appointed. 
 
 81. Court may order receiver to sell incumbered property in 
 litigation free of liens. 
 
 Where property of an insohent corporation is at the time 
 of the appointment of a receiver incumbered with mortgages or 
 other liens, the legality of which is brought in question, and the 
 property is of a character materially to deteriorate in value pend- 
 ing the litigation, the court of chancery may order the receiver 
 to sell the same, clear of incumbrances, at public, or private sale,
 
 102 RECEIVERS. 
 
 § 82 tor the best price that can be obtained, and pay the money into 
 the court, there to remain subject to the same hens and equities 
 of all parties in interest as was the property before sale, to be 
 disposed of as the court shall direct. 
 P. L. 1866, p. 296; Act of 1875. § 84. 
 
 Btfore coiifiiming a sale under this section tlie court will consider the 
 equities of the holders of a superior lien which will be discharged by such 
 sale, and if the bids received are too low, with relation to the true market 
 value of the property, confirmation will not be made. {Porch v. Agncw 
 Coml'any. 66 N. J. Eq., 232; aff'd 67 Id., 727.) 
 
 See Randolph v. Lamed, 27 N. J. Eq., 557, 560. 
 
 To vest jurisdiction in the Court of Chancery two jurisdictional facts 
 must appear : first, that the prior incumbrances are disputed ; second, that 
 the property is of such a character that it will materially deteriorate in value 
 pending tiie litigation. (Reilly v. Peini Cordage Co., 58 N. J. Eq., 459-) 
 
 82. Receiver of railroad, public work, etc., may sell or lease 
 principal work, franchise, etc. 
 
 Whenever a receiver of a corporation shall have charge of a 
 canal, railroad, turnpike or other work of a public nature, in 
 which the value of the work is dependent upon the franchise, 
 and in the continuance of which the public as well as the stock- 
 holders and creditors have an interest, the receiver may sell or 
 lease the principal work for the construction whereof the said 
 corporation was organized, together with all the chartered rights, 
 privileges and franchises belonging to it and appertaining to 
 such principal work ; and the purchaser or purchasers, lessee or 
 lessees of such principal work, chartered rights, privileges and 
 franchises, shall thereafter hold, use and enjoy the same during 
 the whole of the residue of the term limited in the charter of said 
 corporation, or during the term in such lease specified, in as full 
 and ample a manner as such corporations could or might have 
 used and enjoyed the same ; subject, however, to all the restric- 
 tions, limitations and conditions contained in such charter; pro- 
 vided, that nothing in this section contained shall be so con- 
 strued as to apply to or in anywise affect any corporation author- 
 ized by law to exercise banking privileges. 
 
 P. L. 1842, p. 164; P. L. 1870, p. 55; Act of 1875, § 85. 
 
 An individual, purchasing the franchises of a corporation at a receiver's 
 sale held pursuant to this section, holds such franchises, in view of the act
 
 laborers' liens. 103 
 
 of February 17, 1881 (P. L. p. 33), as a body poHtic and corporate, and has ^ gg 
 no power as an indivifhial to convey such franchises to another person. 
 (McCarter v. Vineland Light & Power Co., 70 Atl. Rep., 177.) 
 
 The grant of a franchise must be construed with reference to the Hmita- 
 tions contained in the charter of the grantee. The municipal consent re- 
 quired by the charter of the Jersey City & Bergen Railroad Company, was 
 assumed to be limited to 25 years and to expire in 1884 because, although 
 the consent was not limited in duration, nevertheless, it was declared to be 
 limited by the term of the charter. (Jersey City v. North Jersey St. Ry. 
 Co., 74 N. J. Law, 774.) 
 
 83. Laborers and workmen to have first lien on assets. 
 
 In case of the insolvency of any corporation the laborers and 
 workmen, and all persons doing labor or service of whatever 
 character, in the regnlar employ of such corporation, shall have 
 a first and prior lien upon the assets thereof for the amount of 
 wages due to them respectively for all labor, work and services 
 done, performed or rendered within two months next preced- 
 ing the date when proceedings in insolvency shall be actually 
 instituted and begun against such insolvent corporation. 
 
 P. L. 1849, p. 309; Act of 1875, § 63; P. L. 1887, p. 99; P. L. 1892, p. 426. 
 
 Section 83 refers exclusively to natural persons, and not to corpora- 
 tions. {In re Barr-Dinirnddie Printing & Bookbinding Co., 42 Atl. Rep., 
 
 575-) 
 
 The lien covers only assets in the receiver's hands. (Hiiikle v. Cam- 
 den Safe Dep. & Tr. Co., 47 N. J. Eq., 333-) 
 
 Such lien is not prior to that of a mortgagee, whose mortgage was exe- 
 cuted and recorded before the services were rendered. (Ibid.) 
 
 The person who furnishes the labor or services of others under a con- 
 tract to do the whole business of a corporation, or a particular branch of 
 it, is not an employee, but a contractor, and has no lien by virtue of sec- 
 tion 83. (Lehigh Coal & Navigation Co. v. Central R. R. Co. of N. J., 29 N. 
 J. Eq., 252.) 
 
 A superintendent of the work of constructing a railroad voluntarily 
 advanced his own money to pay the workmen for their work, supposing 
 the company to be solvent. The company was afterwards adjudged in- 
 solvent. In the absence of an assignment of the claims of the workmen 
 to him, or any agreement that he should have the benefit of their liens, it 
 was held that he was not by subrogation entitled to the workmen's statu- 
 tory liens for such payments. (North River Construction Company's Case, 
 38 N. J. Eq., 433; Campbell v. Taylor Mfg. Co., 64 N. J. Eq., 622.) 
 
 See also England's Executors v. Beatty Organ Co., 41 N. J. Eq., 470; 
 Mersereaii v. Mersereau Co., 51 N. J. Eq., 382; Consolidated Coal Co. v. 
 Keystone Chcniical Co., 54 N. J. Eq., 309.
 
 I04 LABORERS LIEXS. 
 
 & g4 In Fit::gcrald v. Maxim Pozcder Mfg. Co. (33 Atl. Rep., 1064), the 
 
 word "assets'" was construed to include the entire assets or property of the 
 corporation which came to the receiver for administration, whether in- 
 cumbered by previous liens or not, with certain exceptions (which are set 
 forth in the next section.) It was held, therefore, that the lien of laborers 
 was prior to the lien of a judgment entered before the insolvency of the 
 company. 
 
 The right of preference is statutory, and does not vest until the hap- 
 pening of the statutory requirements. It is created only when insolvency 
 proceedings are begun and then arises in favor of those persons and for 
 such amounts and under such conditions as the legislation on the subject 
 then in force may prescribe. It was held that employes acquired no vested 
 right by virtue of the Acts of 1875 ?-iid 1887, such acts being superseded 
 by the Act of 1892. The law recognizes no distinction between apprentices 
 and other employes; the rule in Bedford v. Nezvark Machine Co. (16 N. 
 J. Eq., 117) has been changed by statute. (Mingiii v. Alva Glass Mfg. Co., 
 55 N. J. Eq., 463.) 
 
 This section being in derogation of the common right of creditors of 
 the same class to be paid equally must be construed strictly. And the right 
 conferred by it is held to be personal, inherent in the person alone who act- 
 ually performs labor or services. (Lehigh Coal & Nav. Co. v. C. R. R. Co. of 
 N. J., 29 N. J. Eq., 252.) See Cogan v. Conover Mfg. Co.. 69 N. J. Eq., 358, 
 386. 
 
 A drayman, who is regularly employed and whose services are essential 
 to the conduct of the business of a corporation, is entitled to protection 
 under this section. {Watson v. Watson Mfg. Co., 30 N. J. Eq., 588.) Like- 
 wise, a manager, though a stockholder and director, who has supervised 
 and organized the operative force. (Buz'iiigcr v. Evening Union Printing Co., 
 72 N. J. Eq., 321.) 
 
 Labor claims are always to be paid in full, unless it is necessary to en- 
 croach upon them to meet the expenses of the receivership. (Lylc v. Staten 
 Island Terra Cotta Lumber Co., 62 N. J. Eq., 797.) 
 
 See, also, Doty v. Anditorimn Pier Co., 56 Atl. Rep.. 720; aff'd Id.. 1132. 
 
 84. Such lien shall be prior to all other liens that can or may 
 be acquirtd tipon or against ^uch assets, except the hen and in- 
 ctimlirance of a chattel mortgage, recorded more than two 
 months next preceding- the date when proceedings in insolvency 
 shall have been actually instituted against such insolvent corpor- 
 ation, and except the lien and incumbrance of a chattel mort- 
 gage recorded within two months next preceding the date w'hen 
 proceedings in insolvency shall have been actually instituted 
 against such insolvent corporation, for money loaned or for 
 goods purcliascd witliin said period of two months: and also
 
 DISTRIBUTION OF ASSETS. I05 
 
 except as ayainst tlie lien of mortgages given upon tlie lands and § 85-8(> 
 real estate of such insolvent corporation. 
 
 P. L. 1849, P- 309 ; Act of 1875, ^63; P. L. 1887, p. 99 ; P. L. 1892, p. 426. 
 
 This section defines and limits the only liens which are allowed to take 
 preference over the lien of laborers. 
 
 See fidelity Trust Co. v. Staten Island Clay Co., 70 N. J. Eq., 550, 558. 
 
 85. Compensation of receivers. 
 
 Before distribution of the assets of an insolvent corporation 
 among the creditors or stockholders the court of chancery shall 
 allow a reasonable compensation to the receiver for his services 
 and the costs and expenses of the administration of his trust, 
 and the cost of the proceedings in said court, to be first paid out 
 of said assets. 
 
 Receiver's allowances and his expenses in winding up the company are 
 entitled to preference over state franchise taxes. {Chesapeake & Ohio Ry. 
 Co. V. Atlantic Transportation Co., 62 N. J. Eq., 751.) 
 
 See Levibeck v. Jarvis Terminal Cold Storage Co., 68 N. J. Eq., 352; 
 s. c, 69 Id., 7S1 ; 70 Id., y~~ : Strauss v. Casey Machine & Supply Co., 69 
 N. J. Eq., 19; s. c, 66 Atl. Rep., 958; Silvers v. Merchants' & Merchants' 
 Sav. Fund & Bid. Ass'n, 56 Atl. Rep., 294; Colonial Trust Co. v. Pacific 
 Packing & Nav. Co.. 124 Fed. Rep., 298. 
 
 86. Distribution ; how made. 
 
 After payment of all allowances, expenses and costs, and the 
 satisfaction of all special and general liens upon the funds of the 
 corporation to the extent of their lawful priority, the creditors 
 shall be paid proportionally to the amount of their respective 
 debts, excepting mortgage and judgment creditors when the 
 judgment has not been by confession for the purpose of pre- 
 ferring creditors: and the creditors shall be entitled to distribu- 
 tion on debts not due, making in such case a rebate of interest, 
 wlien interest is not accruing on the same ; and the surplus 
 funds, if any. after payment of the creditors and the costs, ex- 
 penses and allowances aforesaid, and the preferred stockholders, 
 shall be divided and paid to the general stockholders propor- 
 tionally, according to their respecti\-e shares. 
 
 P. L. 1828, p. 63; Act of 1875, § 80; P. L. 1877. p. 74. 
 
 The language of this section does not create a statutory preference irre- 
 spective of the charter. The words "preferred stockholders" must be con-
 
 I06 DISTRIBUTION OF ASSETS. 
 
 QR strued to mean "preferred stockholders according to their preferences as 
 created by express language in the certificate of incorporation." 
 
 Calling slock "preferred stock" does not, per se, define the rights of such 
 stock. In order to determine in what respect the holder of such stock is 
 to be preferred to the holder of ordinary stock, recourse must be had to the 
 certificate of incorporation, in which the preferences must be "stated and ex- 
 pressed." (Sec. i8.) 
 
 The Revision of 1896 eliminated the statutory preferences contained in 
 the Act of 1875. Therefore, unless by express language in the certificate of 
 incorporation the preference shares are entitled to payment of the principal 
 in case of dissolution or liquidation before payment to the common stock- 
 holders, this section does not create such a preference. 
 
 McGregor v. Home Ins. Co., 2>2) N. J. Eq., 181, is inapplicable under the 
 present provisions of the Act. (Lloyd v. Pcnn. Electric J'ehicle Co., 72 Atl. 
 Rep., 16.) 
 
 See Elkius v. Caimicn & Atl. R. R. Co., 36 N. J. Eq., 233, 236. 
 
 Following the case of the State Bank v. Receivers of Bank of New Bruns- 
 wick (3 N. J. Eq., 266), decided in 1835, and because of the fact that the rule 
 in bankruptcy therein adopted has prevailed, with judicial recognition, for sev- 
 enty years, the Court of Errors & Appeals holds that a creditor of an in- 
 solvent corporation holding collateral security should apply such security to 
 the payment of his debt before entering his claim against the debtor. {Butler 
 V. Comvionwealth Tobacco Co., 70 Atl. Rep., 319; reversing 67 Atl. Rep., 5I4-) 
 
 Where preferred stockholders have not paid all instalments due on their 
 stock they are not exempt from paying an assessment made to pay the debts 
 of the corporation upon its insolvency. (Kirkpatrick v. American Alkali Co., 
 140 Fed. Rep., i85.) 
 
 Persons accepting stock under a resolution directing its issuance to them 
 for advances made to the corporation are stockholders and not creditors. 
 (Iscrinan v. International Stoker Co., 72 N. J. Eq., 708-) 
 
 Both mortgage and judgment creditors are preferred only so far as 
 they have acquired liens. Under the Act of 1875 and until 1895 there was 
 a distinction between mortgages for the purposes of preferring creditors 
 and judgments confessed for the same purpose. The former were not pro- 
 hibited, the latter were. (Doane v. Millville Ins. Co., 45 N. J. Eq., 274, 282; 
 Whiitaker v. Amzuell Nat'l Bank, 52 N. J. Eq., 400, 414.) 
 
 Under the Revision of 1896 no preferences whatever can be made b}' 
 an insolvent corporation. (See section 64.) 
 
 The franchise tax is a preferred debt in case of insolvency. (Section 
 I53-) With this exception New Jersey does not possess the crown's com- 
 mon law prerogative to have its debts paid in preference to the debts of 
 other creditors. (Freeholders of Middlesex Co. v. State Bank. 29 N. J. 
 Eq., 268; afif'd 30 Id., 311; see also Evans v. Walsh, 41 N. J. Law, 281.) 
 
 Where no return is made under P. L. 1901, p. 31, claiming the exemption 
 allowed a manufacturing corporation, the tax assessed by the State Board of 
 Assessors on the full amount of the authorized capital stock of the company
 
 SERVICE OF PROCESS. lOJ 
 
 must be paid though the company was judicially declared insolvent prior to c QV 
 the year of such assessment. (King v. American Electric Vehicle Co., 70 N. 
 J. Eq., 568.) 
 
 Stockholders incurring liabilities under an agreement which is repudi- 
 ated subsequently by the holder of a majority of the stock are entitled to 
 stand as creditors and enforce an equitable lien. {Wood & Nathan Co. v. 
 American Mach. & Mfg. Co., 62 Atl. Rep., 768.) 
 
 The fact that a claim against an insolvent corporation was purchased 
 for less than its par value does not authorize the receiver to refuse its 
 allowance on the basis of par value. (Dimniick v. W. Fred Qiiimby Co., 21 
 N. J. L. J., 339-) But see Taylor v. Gray, 59 N. J. Eq., 621, where the claim- 
 ants were also directors. 
 
 As to the right of a judgment creditor to assert a prior lien on property 
 of an insolvent corporation, see Squire v. Princeton Lighting Co., 72 N. J. 
 Eq.. 883. 
 
 As to the respective rights of preferred and general creditors, see Lyle 
 V. Staten Island Terra Cotta Lumber Co., 62 N. J. Eq., 797. 
 
 See Con.<;ol. Coal Co. v. Nat'l State Bank of Camden, 55 N. J. Eq.. 800; 
 Pattbcrg V. Pattberg & Bros., 55 N. J. Eq.. 604 ; Boyce v. Continental Wire 
 Co., T25 Fed. Ren., 740; In re Urban & Suburban Realty Title Co., 132 Fed. 
 Rep., 140; Conklin v. U. S. Shipbuilding Co., 136 Fed. Rep., 1006; Shinn v. 
 Kummerle, 72 N. J. Eq.. 828; Cogan v. Conover Mfg. Co., 69 N. J. Eq., 809. 
 
 See also Lemhcck v. Jarvis Terminal Cold Storage Co., 70 N. J. Eq., 757; 
 Edivards v. National Jl'indozv Glass Jobbers' Ass'n, 68 Atl. Rep., 800. 
 
 VIII. — Service of Process. 
 
 87. Process against corporations of this state. 
 
 In ail}- personal action commenced against a corporation in 
 aity of the courts of law of this state, the first process to be 
 made use of may be a summons, a copy whereof shall be served 
 on the president, or other head officer or agent in charge of its 
 principal office in this state, or left at his dwelling-house or usual 
 place of abode, at least six days before its return ; and in case 
 the president or other head officer or agent cannot be found to 
 be served with process, and has no dwelling-house, or usual place 
 of abode within this state, a copy of the summons shall be served 
 on the clerk or secretary of the corporation, if any there be. 
 and if no clerk or secretary, then on one of its directors, or left 
 at his dwelling-house, or usual place of abode, six days before its 
 retitrn. 
 
 P. L. 1865, p. 467; Act of 1875, §§ 87-88.
 
 io8 service; of process. 
 
 S 87a Sections Sj and 88 relate to the service of process in personal actions, 
 
 where the fruits of the litigation are secured by a common law judgment 
 to be executed upon the property of the defendants. They do not apply 
 to proceedings under prerogative writs (mandamus, etc.), which are en- 
 forceable only by attachment for contempt in disobeying the commands 
 of the court. {Freeholders of Mercer v. Penna. R. R. Co., 41 N. J. Law, 
 250; s. c, 42 Id., 490.) A writ of mandamus should be directed either 
 to the corporation, or to the select body within the corporation, whose prov- 
 ince and duty is to perform the particular act, or to put the necessary ma- 
 chinery in motion to secure its performance, and the return must be made 
 by those to whom the writ was directed. {Ibid.) 
 
 But service of such writs may be made on foreign corporations by 
 serving on an officer or agent as prescribed by sections 102 and 103. 
 
 Sections 87 and 88 refer to the mode of serving process in the higher 
 courts, and not when issued by justices of the peace. Such process must 
 be served in the manner prescribed by the Small Causes Act (Revision of 
 IQ03.) {D., L. & W. R. R. Co. V. Ditton, 36 N. J. Law, 361; Wheeler & 
 Wilson Mfg. Co. v. Cariy, 53 N. J. Law, 336; P. L. 1903, p. 251; amended 
 P. L. 1904. p. 72; P. L. 1906, p. 47.) 
 
 Section 87 prescribes the manner in which a suiunions may be served. 
 As to subsequent process the principle is, that service must be made upon 
 some person upon whom the duty devolves by virtue of his official position, 
 or of his employment, to communicate the fact of service to the governing 
 power in the corporation. A service on such a person is a service on the 
 corporation. See section 87^. {Dock v. BlisahetJito-wn Steam Mfg. Co., 
 34 X. J. Law, 312, 318; Facts Pub. Co. v. Felton, 52 N. J. Law, 161. But see 
 At-r/t/H v. Berlin Iron Bridge Co., 51 N. J. Law. 442; Laufman & Co. v. 
 Hof^e Mfg. Co., 54 N. J. Law, 70. See also Martin v. Atlas Estate Co., y2 
 X. J. Eq., 416.) 
 
 There is nothing in this section to prohibit the voluntary appearance 
 of a corporation. (Bcebe v. George H. Bcebc Co., 64 X^. J. Law, 497.) 
 
 Substituted service may be used to bring in foreign defendants. (Soliege 
 V. Singer Mfg. Co., 68 Atl. Rep., 64.) 
 
 lr\ the case of a domestic corporation the implication is that the ap- 
 pointment of a registered agent shall be made or renewed annually; there 
 is no presumption that such agency continues indefinitely. (Lenhart & 
 Hoffman v. .-Inierican Scliool Furniture Co., 32 X. J. L. J., 49, February, 
 1909.) 
 
 See Pcnn. R. R. Co. v. Kreitznian, 57 X. J. Law, 60; Saunders v. Adams 
 Ex. Co., 71 N. J. Law, 270; aff'd Id., 520; Chambers v. Dzvyer, 41 X. J. Law, 
 93- 
 
 87a.* Service of declaration on corporation. 
 
 Where the defendant is a corporation, service [of the declara- 
 tion] may 1)e made by delivering the same to the president or 
 other liead officer, or to the secretary or clerk thereof, personally, 
 
 ♦Arbitrary number ; section inserted here merely for convenience of reference.
 
 SERVICE OF TROCESS. IO9 
 
 or by leavint;- the same at his dwening-hoiise or place of abode ; § 876-87c 
 and the plaintiff, if he shall be entitled to costs in the cause, shall 
 be allowed for such service the sum of two dollars for each de- 
 fendant so served, not exceeding three, and the same to be in- 
 cluded in the taxed bill of costs. t 
 
 ("An act to regulate the practice of courts of law (Revision of 1874)," 
 § ]o6. See Gen. Statutes, p. 2551.) 
 
 87<5.* Service upon an agent. 
 
 In any suit or proceeding heretofore or hereafter begun in 
 the court of chancery against a corporation of this State, 
 process of subpoena or other writ, notice, orders and papers of 
 any nature whatsoever in such suit or proceedings served upon 
 the president, vice president, a director or the designated agent 
 of the corporation or other officer thereof, shall be good and 
 effective service upon the corporation. 
 
 (Supplement to "An Act respecting the Court of Chancery (Revision 
 of 1902)," approved April nth, 1907; P. L. 1907, p. 76.) 
 
 Sec Martin v. Atlas Estate Co., 72 N. J. Eq.. 416. 
 
 87^.* Service of summons of District Court. 
 
 If the defendant be a domestic corporation, the summons 
 shall be served on the president, or head officer, or agent in 
 charge of its principal office, or any employee or clerk employed 
 in any of its offices in the county, or left at his or her dw^elling- 
 house or usual place of abode, at least five days before its re- 
 turn. If the defendant be a foreign corporation, the summons 
 shall be ser\'ed upon any officer, director, agent or clerk, or en- 
 gineer of such corporation, either personally or by leaving a copy 
 thereof at his dwelling-house or usual place of abode in such 
 county, or by leaving a copy at the office, depot or usual place of 
 business of such foreign corporation in such county, at least five 
 days before its return. 
 
 (•'An act concerning district courts." § 46, as amended by Chap. 116, 
 Laws of 1908, approved April 8th, 1908; P. L. 1908, p. 181.) 
 
 P- L. 1877, p. 234. § 23; P. L. i8g8, p. 658, § 46. 
 
 *Arbitrary number ; section inserted here merely for convenience of reference. 
 tBy Chap 226, Laws of 1903, corporate existence is admitted in judicial proceedings unless 
 specifically denied. See Section 137. 
 
 I I
 
 no SliRVICK OF PROCESS. 
 
 § 88 88. Process against foreign corporations. 
 
 In all personal suits or actions hereafter brought in any court 
 of this state, against an}- foreign corporation, process may be 
 served upon any officer, director, agent, clerk or engineer of such 
 corporation, either personally or by leaving a copy thereof at his 
 dwelling-house or usual place of abode, or by leaving a copy at 
 the office, depot, or usual place of business of such foreign corpor- 
 ation; provided, that in case there is no officer, director, agent, 
 clerk or engineer of said corporation residing in this state, nor 
 any office, depot or usual place of business in this state, process 
 may be served upon any motorman, conductor or servant of 
 said corporation while in the discharge of his duties. 
 
 (As amended by Chap. 113, Laws of 1508; P. L. igo8, p. 176.) 
 Act of 1875, § 88. 
 
 In 1891 it was decided that a justice's court had no jurisdiction of a 
 foreign corporation. {Wheeler & Wilson Mfg. Co. v. Carty, 53 N. J. 
 Law, 336.) The next year, however, the legislature amended the Small 
 Causes Act so as to confer jurisdiction upon the justice's court, providing 
 "that any body politic or corporate of this state, or of any other state, 
 may sue and be sued in any court for the trial of small causes, in any action 
 or proceeding over which said court has jurisdiction." (P. L. 1892, p. 182; 
 Gen. Stat., p. 1896.) 
 
 Service of process on foreign corporation. — The person to whom a 
 foreign corporation commits the management and control of its business 
 thereby becomes the agent of the corporation for the purpose of receiving 
 service of process in all actions arising in this state out of the conduct of 
 the business. (Moulin v. Insurance Co., 24 N. J. Law, 222, 234; s. c, 25 
 Id., 57, 65; National Condensed Milk Co. v. Brandenburgh, 40 N. J. Law, 
 hi; Norton v. Berlin Iron Bridge Co., 51 N. J. Law, 442.) 
 
 The line between those who represent and those who do not represent 
 a foreign corporation for the purposes of this act is defined in Mulhearn v. 
 Press Pub. Co. (53 N. J. Law, 150.) 
 
 As to the acquiring of jurisdiction by the United States courts of a 
 corporation not having an officer or a place of business in the state, see 
 Uiiited States v. Standard Oil Co. of Indiana, 154 Fed. Rep., 728. 
 
 In Carroll v. N. ¥.. N. PI. & H. R. R. Co. (65 N. J. Law, 124), it was 
 held that service on the engineer in charge of defendant's boat for trans- 
 ferring cars from Jersey City to the Harlem River was not good. 
 
 The United States Circuit Court, however, in Devere v. D., L. & W. 
 R. R. Co. C60 Fed. Rep., 886), held that service on a locomotive engineer was 
 good. 
 
 An officer of a foreign corporation casually within the state on busi- 
 ness of his own, where the corporation has never transacted any business
 
 SERVICE OE PROCESS. Ill 
 
 within the state, is not a proper person to serve with process against the C SQ—Qft 
 company. {Freeholders of Mercer v. Penna. R. R. Co., 42 N. J. Law, 490; 
 Moulin V. Ins. Co., 25 N. J. Law, 57, 61.) 
 
 An officer of a foreign corporation who comes into the state for the 
 purpose of giving testunony is privileged from service of a summons in an 
 action against the corporation while he is so in attendance as a witness, and 
 a service made under such circumstances will be set aside. (Mulliearn v. 
 Press Pub. Co., 53 N. J. Law, 153; see also Puster v. Parker Mercantile Co., 
 64 N. J. Eq., 599; s. c, 70 Id., 771.) 
 
 Service of process on a person whose only connection with the com- 
 pany was a contingent one which had ceased before the commencement 
 of the action, was held not good. (Sectiritv Insurance Co. v. Hass, 17 N. 
 J. L. J., 374.) 
 
 See also, as to service on foreign corporations, Camden Rolling Mill Co. 
 V. Swede Iron Co., 32 N. J. Law, 15; Brush Creek Coal & Mining Co..\. 
 Morgan-Gardner Electric Co., 136 Fed. Rep., 505; Groel v. United Electric 
 Co., 69 N. J. Eq., 397; Roake v. Penn. R. R. Co., 70 N. J. Law, 494; Mc- 
 Cartcr v. Pitman, Glassboro & Clayton Gas Co., 69 Atl. Rep., 211; Erie R. 
 Co. V. I'an Allen, Id., 484; Plygea Brewing Co. v. Erie R. Co., Id., 981. 
 
 As to the service of prerogative writs against foreign corporations, see 
 sections 102 and 103. 
 
 89. When defendant in court. 
 
 When the sheriff or other officer shall return such summons 
 "served" or "summoned," the defendant shall be considered as 
 appearing in court, and may be proceeded against accordingly. 
 
 Act of 1875, § 89. 
 
 Where a sherifif, in making his return, added other words in the statu- 
 tory indorsement ""served," such words were held to be surplusage. (Norton 
 V. Berlin Iron Bridge Co.. 51 N. J. Law, 442.) 
 
 90. Proceedings when summons not served. 
 
 In case the sheriff" or other officer shall return a summons, 
 issued against any corpoi-ation of this state, "not served" or 
 "not summoned," and an affidavit shall be made to the satisfac- 
 tion of the court that process cannot be served upon it, the court 
 shall make an order directing the defeiidant to cause its appear- 
 ance to be entered to the action, on a day to be specified in the 
 order, a copy of which order shall be inserted in one of the news- 
 papers published in this state, for at least three weeks, once in 
 each week, and a copy thereof shall also be posted in three pub- 
 lic places in this state, as shall be ordered bv the court, for at
 
 I 12 REMEDIHS AGAIXST OFFICERS AND STOCKHOLDERS. 
 
 § 91-92 least three weeks, and if the defendant shall not appear within 
 the time limited by the order, or within such further time as the 
 coiu't shall limit, then, on proof of the publication and posting of 
 the order, the court shall order the clerk to enter appearance for 
 the defendant, and thereupon the action shall proceed as if the 
 defendant had entered its appearance to the action. 
 Act of 187s, § 90. 
 
 91. No corporation against which an order for publication 
 shall be made, as aforesaid, shall grant, bargain, sell, alien or 
 convey any lands, tenements or real estate in this state (in case 
 the said summons issued out of the supreme court), or in the 
 county in which the said summons shall have been issued (in 
 case the said summons issued out of the circuit court or the 
 coiu't of common pleas), of which it shall be seized or entitled 
 to at the time of making such order, until the plaintiff in the 
 action shall be satisfied his legal demand, or until judgment shall 
 be entered for the defendants ; and the said action shall be and 
 remain a lien on such lands, tenements and real estate, from the 
 time of entering the said order for publication in the minutes of 
 the court, and the said lands, tenements and real estate shall and 
 may be sold on execiUion, as if no conveyance had been made by 
 the said corporation. 
 
 Act of 1875, § 91. 
 
 IX. — Remedies Against Officers and Stockholders. 
 
 92. Action for liability imposed by act ; remedy in chancery. 
 
 When the officers, directors or stockholders of any corpora- 
 tion shall be liable to pay the debts of the corporation, or any 
 part thereof, any person to whom they are liable may have an 
 action against any one or more of them; and the declaration- 
 shall state the claim against the corporation, and the ground on 
 Avhich the plaintiff expects to charge the defendants personally; 
 or the person to whom they are liable may have his remedy by 
 bill in chancery. 
 
 P. L. 1846, pp. 70-71 ; P. L. 1849, p. 307; Act of 1875. §§ 93-94- 
 
 Sections 92 and 94 relate to cases where officers, directors or stock- 
 holders are made specifically liable by the provisions of the act for the
 
 FORKIGN CORPORATIONS. 113 
 
 payment of the debts of the company, and provide in such cases for ac- ^ 93-94-95 
 tions by the creditor. (See section 52.) An action agaiiist stockholders 
 to enforce payment ot subscriptions for stock must be by general creditors' 
 bill for the benefit of all. {IVetherbee v. Baker, 35 N. J. Eq., 501, 505. See 
 also Clevenger v. Moore, 71 N. J. Law, 148.) 
 
 JVaters v. Quimby is an action under these sections. (27 N. J. Law, 
 296; afif'd 28 Id., 533.) 
 
 93. Stockholders, etc., who pay company's debts may re- 
 cover. 
 
 Any officer, director or stockholder who shall pay any debt 
 of a corporation for whicli he is made liable by the provisions 
 of this act, may recover the amount so paid, in an action against 
 the corporation for money paid for its nse, in which action only 
 the property of the corporation shall be liable to be taken, and 
 not tlie property of any stockholder. 
 
 P. L. 1846, p. 71; P. L. 1849, p. 307; Act of 1875, § 95. 
 
 In Mills V. Hendershot (70 N. J. Eq., 258), it is held that a director is 
 subrogated to the rights of creditors who have been paid out of certain 
 assets transferred to the directors for the payment of certain claims, the 
 transfer being declared void under section 64. 
 
 94. Property of director, etc., not to be sold for company's 
 debt until remedy against the company has been exhausted. 
 
 No sale or other satisfaction shall be had of the property of 
 any director or stockholder for any debt of the corporation of 
 Avhich he is such director or stockholder till judgment be ob- 
 tained therefor against such corporation and execution thereon 
 returned unsatisfied, but any suit brought against any director 
 or stockholder for such debts shall stay after execution levied, or 
 other proceedings to acquire a lien, until such return shall have 
 been made. 
 
 P. L. 1846, p. 71 ; Act of 1875, § 96. 
 
 X. — Foreign Corporations. 
 
 95. Foreign corporation may hold and convey lands, etc. 
 
 Any corporation created by any other state or by any foreign 
 state, kingdom or government may acquire by devise or other- 
 wise and hold, mortgage, lease and convey real estate in this
 
 114 FOREIGN CORPORATIONS. 
 
 eq- _qa_q7 State for the purpose of prosecuting its business or objects, or 
 such real estate as it may acquire by way of mortgage or other- 
 wise, in the payment of debts due such corporation; provided, 
 such foreign state, kingdom or government, under whose laws 
 such corporation was created, shall not be at the time of such 
 purchase at war with the United States. 
 
 P. L. 1873. p. 76; Act of 1875, § 99; P. L. 1882, p. 137; P. L. 1883, p. 
 220; P. L. 1887, p. 157. 
 See section 95a. 
 
 95(7.* Foreign corporations, other than municipal corpora- 
 tions, may acquire, own and dispose of real estate in New 
 Jersey. 
 
 It shall be lawful for any foreign corporation whatsoever, 
 other than municipal corporations, to purchase and convey, to 
 lease, hold, occupy and use for the purposes of such corporation, 
 such real estate in this state as may be devised or conveyed to it. 
 
 ("An act to authorize foreign corporations to acquire, own and dispose of 
 real estate in this state," as amended by Chap. 22, Laws of 1903, approved 
 March 13, 1903; P. L. 1903, p. 41.) 
 
 This act takes from municipal corporations of another state statutory 
 authority to acquire, hold and use real estate within the state of New Jersey. 
 
 96. Foreign corporations subject to this act. 
 
 Foreign corporations doing business in this state shall be sub- 
 ject to the provisions of this act, so far as the same can be applied 
 to foreign corporations. 
 
 P. L. 1873, p. 76; Act of 1875, § 103. 
 
 A joint stock association formed under the New York statute was held 
 to be a corporation in New Jersey, and as such empowered to sue and be 
 sued, not, however, in a corporate name, but in the name of designated 
 officers, as prescribed by the law of its creation. (Edgezi'orth v. Wood, 58 
 N. J. Law, 463.) 
 
 As lo what constitutes doing business, see notes to § 98. 
 
 97. Foreign corporations to file copy of charter, statement, 
 etc., before commencing business. 
 
 Every foreign corporation, except banking, insurance, ferry 
 and railroad corporations, before transacting any business in this 
 
 ♦Arbitrary number ; section inserted here merely for convenience of reference.
 
 rOREIGN CORPORATIONS. 115 
 
 State, shall lile in the office of the secretary ol state a copy of § 98 
 its charter or certificate of incorporation, attested by its presi- 
 dent and secretary, under its corporate seal, and a statement 
 attested in like manner of the amount of its capital stock au- 
 thorized and the amount actually issued, the character of the 
 business which it is to transact in this state, and designating its 
 principal office in this state and an agent who shall be a domestic 
 corporation or a natural person of full age actually resident in 
 this state, together with his place of abode, upon which agent 
 process against such corporation may be served, and the agency 
 so constituted shall continue until the substitution, by writing, 
 of another agent; upon the filing of such copy and statement 
 the secretary of state shall issue to such corporation a certificate 
 that it is authorized to transact business in this state, and that 
 the business is such as may be lawfully transacted by corpora- 
 tions of this state, and he shall keep a record of all such certifi- 
 cates issued. 
 
 P. L. 1894, p. 346; P. L. 1895, p. 293. 
 
 The validity of laws imposing the terms on whicli foreign corpora- 
 tions are permitted to do business in a state has been upheld by the Su- 
 preme Court of the United States in several important cases. (Paul v. Vir- 
 ginia, 8 Wall., 168; Horn Silver Mining Co. v. New York, 143 U. S., 305- 
 See also Liverpool Ins. Co. v. Oliver, 10 Wall., 566; Ducat v. Chicago, 
 10 Wall, 410; Pembina, &c., Mining Co. v. Pennsylvania, 125 U. S., 181; 
 Norfolk, &c., R. R. Co. v. Pennsylvania, 136 U. S. 114; Hooper v. Cali- 
 fornia, 155 U. S., 648; Parke, Davis & Co. v. Roberts, 171 U. S., 658; Blake 
 V. McClung, 172 U. S., 239; Orient Ins. Co. v. Daggs, 172 U. S., 557-) 
 
 For a full discussion of the status of foreign corporations, see 6 Thomp- 
 son on Corporations, section 7875, et seq. 
 
 See also notes to section 7, and Wolf v. Lancaster, 70 N. J. Law, 201 ; 
 Delazvare & Atlantic Telegraph & Telephone Co. v. Pensauken Tp., 116 Fed. 
 Rep., 910. 
 
 98. Cannot maintain action until certificate of secretary of 
 state is obtained. 
 
 I7ntil such corporation so transacting business in this state 
 shall have obtained said certificate of the secretary of state, it 
 shall not maintain any action in this state, upon any conAract 
 made by it in this state; provided, that nothing herein shall pre- 
 vent the enforcement of any contract made prior to the four-
 
 'Il6 rOREiGN CORPORATIONS. 
 
 99 teenth day of March, one thousand eight hundred and ninety- 
 five. 
 
 P. L. 1894, P- 346; P. L. 1895, p. 293. 
 
 In Faxon Co. v. Lcvett (60 N. J. Law, 128), it was held that this sec- 
 tion did not apply where the contract was made without the state. 
 
 See Blodgett v. Lanyon Zinc Co., 120 Fed. Rep., 893; MacMillan Co. v. 
 Stewart, 6g N. J. Law, 212; aff'd Id., 676; Falaenan v. Reliance Steel Foundry 
 Co., 69 Atl. Rep., 1098; Bell Telephone Co. v. Galen Hall Co., 72 Id., 47. 
 
 A corporation which makes a single sale of its product from its office 
 outside of New Jersey to a person in New Jersey, and takes a guarantee of 
 ."payment in New Jersey, does not transact business in the state within the 
 ^meaning of the statute. {DcUizvarc er /-/. Canal Co. v. Mahlenhrock, 63 N. J. 
 i.aw, 281.) 
 
 See Slater-Jennings Co. v. Specialty Paper Box Co., 69 N. J. Law, 214; 
 Vroel V. United Electric Co. of N. J., 69 N. J. Eq., 397. 
 
 A mortgage is an executed contract, and proceeding to foreclose it is 
 not an action upon a contract such as is contemplated by the statute forbid- 
 ding unqualified foreign corporations from bringing actions on contracts made 
 within the state. The taking of a mortgage to secure a debt, by a foreign 
 corporation not in the business of loaning money, is a mere incident of its 
 business, and is not such an exercise of its corporate functions within the 
 state as is forbidden by the statute. {American Net & Twine Co., v. Gin- 
 thens, et al, 21 N. J. L. J.. 190.) 
 
 "Our statutes allow a foreign corporation to hold mortgages on lands in 
 this state, and complainant is entitled to recover the amount due, even though 
 it has not filed the certificate required by section 97 of the Corporation Act." 
 (Manhattan, &c., Loan Ass'u v. Massareli, 42 Atl. Rep., 284, 285.) 
 
 Presumption as to complying with law. — In certiorari proceedings 
 where the prosecutors in their reasons filed did not question the status of a 
 foreign corporation, the court will assume on final hearing that the corpora- 
 tion has complied with the prerequisites to doing business in New Jersey. 
 (Benton v. City of Elisabeth, 61 N. J. Law, 411 ; aff'd Id., 693.) 
 
 99. On death of agent, another to be appointed ; penalty for 
 failure. 
 
 If said ag-ent shah die, remove from tlie state or become dis- 
 qualified, such corporation sliall forthwith file in the olrice of the 
 secretary of state a written, appointment of another agent, at- 
 tested in the manner above provided, and in case of the omis- 
 sion to do so within thirty days after such death, removal or 
 discjualification. then the secretary of state, upon being satisfied 
 that such omission has continued for thirty days, shall, by entry
 
 FOREIGN CORPORATIONS. 117 
 
 on the record thereof, revoke the certificate of authority to trans- § 100-1 00a 
 act business within tliis state, and process against such corpora- 
 tion in actions upon any hability incurred within this state before 
 tlie designation of another agent may, after such revocation, be 
 served upon the secretary of state; at the time of such service 
 the plaintiff shall pay to the secretary of state for the use of the 
 state two dollars, to be included in the taxable costs of such plain- 
 tiff, and the secretary of state shall forthwith mail a copy of such 
 process to such corporation at its general office or to the address 
 of some officer thereof, if known to him. 
 
 For provisions as to annual report to be filed by foreign corporation, 
 penalty for such failure, and service of process in case of failure, see § 43. 
 
 See Groel v. United Electric Co., 69 N. J. Eq,, 397- 
 
 100. Unlawful to transact business until authority is ob- 
 tained. 
 
 Every foreign corporation transacting any business in any 
 manner whatsoever, directly or indirectly, in this state, without 
 having first obtained authority therefor, as hereinabove provided, 
 shall for each offense forfeit to the state the sum of two hundred 
 dollars, to be recovered with costs in an action prosecuted by the 
 attornev-general in the name of the state. 
 
 P. L. 1894, p. 346 ; P. L. 1895, p. 293. 
 
 See Allegheny Co. v. Allen, 69 N. J. Law, 270; also, 196 U. S., 458; Wolf 
 V. Lancaster, 70 N. J. Law, 201. 
 
 looa.* Attachment against foreign corporations. 
 
 Attachments may issue against * * * corporations not 
 created or recognized as corporations of tJiis state by the laws 
 of this state and joint stock associations. 
 
 § 4, Attachment Act; P. L. 1901, p. 158. 
 
 Under this section of the attachment act before the Revision of 1901, it 
 seems that a foreign corporation complying with the requirements of law to 
 authorize it to carry on business in this state was not liable to attachment, 
 but if such a corporation owns property and transacts business here and has 
 not complied with the requirements permitting it to do business in this state 
 it is liable to attachment. {Goldmark v. Magnolia Metal Co., 65 N. J. Law, 
 
 34I-) 
 
 "Arbitrary number ; section inserted here merely for convenience of reference.
 
 Il8 FOREIGN CORPORATIONS. 
 
 § 101-102 ^^^^ language of this section is soinewhat different from that of the Re- 
 
 vision of 1874 (Gen. Stat. p. 99, § 7), the words "of this state" itaHcized 
 above being new. It is probable, however, that no change of meaning is 
 effected. 
 
 The test is not whether a corporation is a resident or non-resident, but 
 whether it is created or recognized as a corporation of this state by the laws 
 of this state. (Brand v. Auto Service Co., 75 N. J. Law, 230.) 
 
 The title of a receiver of a foreign corporation will be protected against 
 attachment by other foreign corporations. {Merchants' National Bank of 
 Boston v. Pennsylvania Steel Company. 57 N. J. Law, 336.) 
 
 10 1. Foreign corporations to pay same taxes, etc., required 
 of New Jersey corporations in other states. 
 
 When, by the laws of any other state or nation, any other or 
 greater taxes, fines, penalties, hcenses, fees or other obhgations 
 or requirements are imposed upon corporations of this state, do- 
 ing business in such other state or nation, or upon their agents 
 therein, than the laws of this state impose upon their corpora- 
 tions or agents doing business in this state, so long as such laW'S 
 continue in force in such foreign state or nation, the same taxes, 
 fines, penalties, licenses, fees, obligations and requirements of 
 whatever kind shall be imposed upon all corporations of such 
 other state or nation doing business within tliis state and upon 
 their agents here ; provided, that nothing herein shall be held to 
 repeal any duty, condition or requirement now imposed by law 
 upon such corporations of other states or nations transacting 
 business in this state. 
 
 P. L. 1894, p. 346 ; P. L,. 1894, p. 446. 
 
 102. Service of prerogative writ against foreign corporation. 
 
 In any proceeding in any court of this state against a foreign 
 corporation requiring the use of any prerogative writ, such writ 
 may be served upon the president, vice-president, secretary or 
 other head officer, or any director, either personally or by leav- 
 ing a copy at the dwelling-house or usual place of abode of such 
 officer or director, or upon any general agent, attorney, solicitor, 
 superintendent or manager of such corporation. 
 
 P. L. 1881, p. 298.
 
 MERGER OF CORPORATIOX. IIQ 
 
 103. How writs may be enforced upon failure to make re- § 103-104 
 turn, etc. 
 
 In case any such corporation, after the service of any such 
 writ, as aforesaid, shall neglect or refuse to make a proper re- 
 turn thereto, or shall neglect or refuse to obey the command of 
 any such writ, when issued upon any judgment, order or decree 
 of tlie supreme court, court of chancery, or any of the circuit 
 courts of this state, and served as aforesaid, within the time pre- 
 scribed by such writ, said court may enforce such writs by attach- 
 ment or sequestration of the property, rights and credits of the 
 corporation within this state. 
 
 P. L. i88r, p. 29S. 
 See note to section 87. 
 
 XI. — Merger of Corporations. 
 
 104. Corporations of this state may merge and consolidate. 
 
 Any two or more corporations organized or to be organized 
 under any law or laws of this state for the purpose of carrying 
 on any kind of business of the same or a similar nature may 
 merge or consolidate 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 con- 
 solidation ; but the provisions of this act relative to merger and 
 consolidation shall not apply to any railroad company, insurance 
 company (except companies for the insurance or guaranty of 
 die title to lands), banking companies, savings bank or other cor- 
 poration intended to derive profit from the loan and use of 
 money, turnpike company or canal company. 
 
 P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893. p. 121. 
 
 This section does not seem to warrant mergers of corporations without 
 reference to their similarity. It is apparent that corporations organized under 
 this Act and many corporations organized under other Acts may not merge, 
 and a strict interpretation of the Act which permits corporations to con- 
 sohdate. provided their purpose is to carry on business of a similar nature, 
 would not warrant the merger of corporations where the business was not 
 similar, such as a holding company and a manufacturing or mercantile cor- 
 poration. The criterion laid down by this Act is the primary purpose of 
 the corporation, not whether, as in the case of corporations whose charters 
 provide for a multiplicity of purposes, some two might be similar. The ques-
 
 I20 MERGER OE CORPORATION. 
 
 IQf^tion might resolve itself into the nature of the business actually transacted by 
 each corporation as indicative of their primary purpose. 
 
 The power to merge is not to be implied. It exists only by plain legis- 
 lative enactment. It follows that there is no right to consolidate without 
 unanimous consent of stockholders, unless the power has been conferred by a 
 statute that may be read into the contract of incorporation. (Colgate v. U. 
 S. Leather Co., 72 Atl. Rep., 126.) 
 
 A change ni the objects of incorporation may not be accomplished by 
 means of a consolidation agreement. (Ibid.) 
 
 Quaere. — It is a question whether the right of stockholders to object to 
 the power of consolidation belongs only to stockholders who became such 
 prior to the passage of the consolidation act, or pertains also to stockholders 
 who became sucli after the passage of the act. (Ibid.) 
 
 Quaere.— Is a consolidation under this section voidable at the instance 
 of a stockholder, when a number of directors in one company are also direct- 
 ors in the other? (Ibid.) 
 
 Is a consolidation agreement vitiated by the fact that it contains a pro- 
 vision for issuance of stock, without payment of money or equivalent value, 
 for the purpose of inducing certain parties to take an interest in the company? 
 (Ibid.) 
 
 105. Consolidation or merger ; how made. 
 
 The consulidation ur merger shall be made under the condi- 
 tions, provisions, restrictions, and with the powers hereinafter 
 mentioned : 
 
 I. The directors of the several corporations proposing to 
 merge or consolidate may enter into a joint agreement under 
 the corporate seals of the respective corporations, for the merger 
 or consolidation of said corporations, 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 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, whether 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 obliga- 
 tions of such new or consolidated corporation, and in case of 
 the creation of a new corporation, how and when the directors
 
 MERGER OE CORPORATION. 121 
 
 and officers shall be chosen or appointed; together with all such § 105 
 other provisions and details as such first-mentioned directors 
 shall deem necessary to perfect the merger consolidation of said 
 corporation. 
 
 2. The agreement shall be submitted to the stockholders 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 post-office address of each of such stockholders; 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, 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 consolidat- 
 ing corporations shall be for the adoption of said agreement, 
 that fact shall be certified thereon by the secretary of each of the 
 respective corporations, under the seal thereof, and the agree- 
 ment, 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 sucli new 
 or consolidated corporation. 
 
 P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893. p. 121. 
 
 While tliis Act. providing for the merger and consolidation of corpora- 
 tions, might seem to authorize the issue of stock free from the restrictions 
 contained in the Act as to original issues of stock, yet the safer rule and 
 probably the true construction of the Act is that the provisions of these sec- 
 tions are subservient to the basic provisions of this Act restricting the issue 
 of stock in accordance with the provisions of sections 48-49. In other words, 
 this Act does not authorize the issue of stock without regard to the provisions 
 of sections 48-49 and the decisions based thereon, but is subservient to the 
 basic rules m this respect. 
 
 See note to section 17, and Fry v. Miles. 71 N. J. Law, 293. 
 
 As to the return of specific stock transferred on consolidation, see Har- 
 riman v. Nortliern Securities Co., 197 U. S., 244.
 
 \22 MERGER OF CORPORATION. 
 
 J0(j_]()7 Laches will bar relief to a dissentient stockholder. (Dana v. American 
 
 Tobacco Co., 69 Atl. Rep., 223.) 
 
 106. Corporations merged or consolidated shall be one corpor- 
 ation. 
 
 Upon making" and perfecting the said agreement and act 
 of merger or consolidation, and filing the same in the office of 
 the secretary of state, the several corporations shall be one cor- 
 poration, 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 private natin^e. 
 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. 
 
 P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121. 
 
 107. Upon merging or consolidating, rights, etc., to be vested 
 in new corporation. 
 
 Upon the consummation of said act of merger or consolida- 
 tion, all and singular, the rights, privileges, powers and fran- 
 chises cif each of said corporations, and all propert}', real, per- 
 sonal and mixed, and all debts due on whatever account, as well 
 for stock subscriptions as all other things in action or belonging 
 to each of such corporations, shall be vested in the consolidated 
 corporation ; and all propert)', rights, privileges, powers and fran- 
 chises, and all and every other interest shall be thereafter as 
 effectually the property of the consolidated corporation as they 
 were of the several and respective former corporations, 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 
 revert or l)c in any way impaired by reason of this act; provided, 
 that 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
 
 MERGER OF CORPORATION. I23 
 
 attach to said consolidated corporation, and may be enforced § 108 
 against it to tlie same extent as if said debts, liabilities and duties 
 had been incurred or contracted by it. 
 
 P. L. 1883, p. 242; P. L. 1888, p. 441; P- L. 1893, p. 121. 
 
 See McMasicr v. Drciv, 68 Atl. Rep., 771. 
 
 108. Dissenting stockholder of corporation having franchise 
 for public use may petition court for appointment of appraisers. 
 
 If any of the corporations so authorized to merge or consoli- 
 date shall have the right to exercise any franchise, for public use, 
 and any stockholder thereof not voting in favor of such agree- 
 ment shall dissent therefrom and shall refuse or neglect to con- 
 vert his stock into the stock of such consolidated corporation, or 
 to dispose thereof in the manner and on the terms specified in 
 such agreement, such dissenting stockholder or such consolidated 
 corporation may, at any time within thirty days after the adop- 
 tion and filing of the agreement of consolidation, apply by peti- 
 tion to the circuit court of the county in which the chief office of 
 the corporation whose stockholders shall so dissent or neglect, was 
 or is located, on reasonable notice to be prescribed by said court 
 to said consolidated corporation, or to such dissenting stock- 
 holder, as the case may be, for the appointment of three disin- 
 terested appraisers to appraise the full market value of his stock, 
 without regard to any depreciation or appreciation thereof in 
 consecjuence of the said merger or consolidation, and whose 
 award (or that of a majority of them) when confirmed by the 
 said court, shall be final and conclusive on all parties, and said 
 consolidated corporation shall pay to such stockholder the value 
 of his stock as aforesaid ; and on receiving such pavment, or on 
 a tender thereof, or in case of any legal disability or absence from 
 the state, on the payment of such award into said court, said 
 stockliolder shall transfer his stock to the said consolidated cor- 
 poration to be disposed of by the directors thereof, or to be re- 
 tained for the benefit of the remaining stockholders ; and in case 
 the said award is not so paid within thirty days from the filing 
 of said award and confirmation by said court, and notice thereof 
 to be given in the manner aforesaid unto said stockholder or said 
 consolidated corporation, the amount of the award shall be a
 
 124 MERGER OF CORPORATION. 
 
 1 08a judgment against said corporation, and may be collected as other 
 judgments in said court are by law collectible. 
 
 P. L. 1S83, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121. 
 
 loSrt'.* On merger or consolidation dissenting stockholder may 
 have stock appraised. 
 
 I . Upon the merger or consolidation of any two or more cor- 
 porations, which do not have the right to exercise any franchise 
 for public use, into a single corporation, as provided by the act to 
 which this act is a supplement, if any stockholder in any of said 
 merging or consolidating" corporations not voting in favor of 
 such agreement of merger or consolidation, shall dissent there- 
 from and shall refuse or neglect to convert his stock into the 
 stock of such consolidated corporation, or to dispose thereof in 
 the manner and on the terms specified in such agreement, such 
 dissenting stockholder may, at any time within thirty days after 
 the adoption and filing of the agreement of consolidation, apply 
 by petition to the circuit court of the county in which the chief 
 office of tl'ie corporation, whose stockholder shall so dissent or 
 neglect, was or is located, on reasonable notice to be prescribed 
 by said court to said consolidated corporation for the appointment 
 of three disinterested appraisers to appraise the full market value 
 of his stock without regard to any depreciation or appreciation 
 thereof in consequence of the said merger or consolidation; and 
 thereafter the proceedings and the rights and remedies of the 
 respective parties shall be the same as is provided in the act to 
 wlhch this act is a supplement in the case of the appointment of 
 appraisers to appraise the market value of stock of dissenting 
 stockholders of corporations enjoying the right to exercise any 
 franchise for public use: and the judgment upon the award as 
 provided for tlierein. shall be a judgment against said consoli- 
 dated corporation, and shall be a lien on all the property and 
 assets acquired by the consolidated corporation from the corpora- 
 tion so merged, subject only to such liens as existed against said 
 property and assets at the time of such merger or consolidation. 
 
 2. Nothing herein shall in anywise limit, repeal or supersede 
 the provisions of the one hundred and eighth section of the act 
 to which this a supplement. 
 
 (Supplement of April 10, 1902; P. L. 1902, p. 700.) 
 
 ♦Arbitrary number ; section inserted here merely for convenience of reference.
 
 MKRGKR OF CORPORATION. 125 
 
 It is held in Colgate v. United States Leatlier Co. (67 Atl. Rep., 657, § 109 
 668). that the directors, under this section, arc bound to propose an agree- 
 nienl which does not unfairly impair the legal or equitable right of a pre- 
 ferred stockholder, and that such stockholder cannot be required to exer- 
 cise any option of surrendering his stock on compensation until he has had 
 an opportunity of joining m the consolidation "under terms and conditions" 
 which, as to him, are legal and equitable. 
 
 109. Consolidated corporation authorized to issue bonds and 
 mortgage property. 
 
 \\'hen two or more corporations are merged or consolidated 
 the consoHdated corporation shall have power and authority to 
 issue bonds or other obligations, negotiable or otherwise, and 
 with or without coupons or interest certificates thereto attached, 
 to an amount sufficient with its capital stock to provide for all 
 the payments it will be required to make or obligations it will 
 be required to assume, in order to effect such merger or consoli- 
 dation ; to secure the payment of which bonds or obligations it 
 shall be lawful to mortgage its corporate franchises, rights, privi- 
 leges and property, real, personal and mixed ; provided, such 
 bonds shall not bear a greater rate of interest than six per centum 
 per annum ; the consolidated corporation may purchase, acquire, 
 hold and dispose of the stocks of other corporations of this state 
 or elsewhere and exercise in respect thereto all the powers of 
 stockholders thereof, and may issue capital stock, either common, 
 or preferred, or both, to such an amount as may be necessary, to 
 the stockholders of such merging or consolidating corporations 
 in exchange or payment for their original shares, in the manner 
 and on the terms specified in the agreement of merger or consoli- 
 dation; whicli may fix the amount and provide for the issue of 
 preferred stock based on the property or stock of the merging or 
 consolidating corporations conveyed to the consolidated corpora- 
 tion, as well as upon money capital paid in. 
 
 P. L. 1883. p. 242; P. L. 1888, p. 441 ; P. L. 1893, p. 121. 
 
 The issue of stock in a corporation is subject to the rules of good faith 
 and true value as provided in Sections 48-49 ; and this section does not au- 
 thorize the issue of stock without regard to the basic provisions found in 
 those sections of this Act. 
 
 Where an agreement for the merger of corporations provides for the 
 exchange of the whole of an outstanding issue of bonds for new bonds 
 12
 
 126 TAXATION. 
 
 & 110°^ ^^^ consolidated corporation by depositing them with a trustee, and the 
 deposited bonds are held by the trustee uncanceled, and the agreement is 
 not consummated owing to the failure of some of the old bondholders to 
 assent, the question whether the bonds actually deposited are to be held as 
 additional security for the benefit of those depositing them and taking new 
 bonds in exchange, or for the benefit of all holders of the new bonds, depends 
 upon the intention of the parties and the facts of the case. {Burlington City 
 L. & T. Co. V. Princeton Lighting Co., 72 N. J. Eq., 891.) 
 
 Corporations in New Jersey are not restricted in their power to issue 
 bonds whether secured by a mortgage or otherwise. (See note under section 
 I, at p. 4.) 
 
 In Beling v. American Tobcucu Co. (72 N. J. Eq., 32), it was held that 
 6 per cent, bonds are a fair equivaleni: for 8 per cent, preferred stock in the 
 proportion of one and a third face value of bonds to one of stock. 
 
 XII.— Taxation. 
 
 no. Real and personal property ; how taxed. 
 
 All real and personal property of every corporation shall be 
 taxed the same as the real and personal property of an individual ; 
 provided, that this taction shall not apply to railway, turnpike, 
 insurance, canal or banking corporations, or to savings banks,? 
 or to cemeteries, church property, or purely charitable or educa- 
 tional associations. 
 
 Act of 1875, § 105; P. L. 1878. p. 61 ; P. L. 1879. P- 348; P. L. 1886, p. 345- 
 
 Real property must be assessed at its true value. (P. L. 1901, pp. 209, 
 210.) 
 
 The taxation which this section comprehends should not be confused 
 with the franchise tax or license fee which corporations are required to pay 
 under the Act of 1884. (§ 150 et seq., post.) That is a tax or fee which 
 the state exacts as a condition to the grant of a corporate franchise and is 
 not a property tax. Nor on the other hand can the franchise be taxed as 
 property by virtue of this section or the Tax Act of 1866. (Passaic JVater 
 Co. V. Paterson, 56 N. J. Law, 471.) Under this section and also the Act of 
 1866, only such property as is actually within the state can be taxed. The 
 franchise tax is based upon the amount of capital stock issued and outstand- 
 ing at par, without regard to its actual value. {Singer Mfg. Co. v. Heppen- 
 heimer, 58 N. J. Law, 62,3.) The franchise tax is a state tax; that under the 
 Act of 1866 is a local tax. {Pipe Line Co. v. Berry, 52 N. J. Law, 308; aflf'd 
 53 Id., 212.) 
 
 For a discussion of the limitation on the taxing power of a state con- 
 tained in the provision in the Constitution which gives to the federal gov- 
 ernment the regulation of interstate commerce, see Harvard Law Review, 
 Vol. 21, page 618, June, 1908. 
 
 t.So in original. Error for " section." 
 JOr to trust companies (P. L. 1899, p. 467).
 
 LOST CERTIFICATES OF STOCK. 1 27 
 
 Shares of stock are personal property and their location is governed by < j 10« — 111 
 
 the place of residence of the stockholder or the place of deposit of the cer- 
 tificates. Such property does not follow the location of the corporation. 
 Certificates of stock of a New Jersey corporation are not "property within 
 this state" because the corporation is organized under the laws of New 
 Jersey. If the certificates of stock are without the state of New Jersey then 
 they are propert\- without and not within the state. {Neilson v. Russell, 
 71 Atl. Rep., 286.) See also Astor v. State, 72 Id., 78. 
 
 Under the Tax Act of 1^03 (P. L. 1903. p. 394). stocks and bonds of 
 corporations organized under the laws of foreign states held by citizens of 
 New Jersey are exempt from taxation when taxes have been actually as- 
 sessed and paid on the corporation's property in the state of its organization 
 within twelve months. (Trenton v. Standard Fire Ins. Co., 73 Atl. Rep., 606.) 
 
 Property deposited for an indeterminate period and mingled with other 
 movable property acquires a situs in this state and becomes subject to local 
 taxation. {Lehigh & IVilkesharre Coal Co. v. Borough of Junction. 75 N. J. 
 Law, 922.) 
 
 See also IWenton Iron Co. v. Yard, 42 N. J. Law, 357; Jersey City Gas- 
 light Co. V. Jersey City, 46 Id., 194; N. J. Hedge Co. v. Craig, 51 Id., 437. 
 
 As to charitable institutions, see Sisters of Charity v. Cory, 73 N. J. 
 Law, 699 ; educational institutions, see Stevens Institute v. Bozves, 70 Atl. 
 Rep., 730. 
 
 110(7.* Corporations entitled to same tax exemptions as 
 natural persons. 
 
 All mortgag-es which, under the laws of this state, aio exempt 
 from taxation when owned by natural persons, shall be and are 
 hereby declared to be. to the same extent, exempt from taxation 
 when owned by corporations of this state, and the value thereof 
 shall be deducted from the value of the capital stock and prop- 
 erty of such corporations in ascertaining the net amoimt of 
 capital stock and property thereof subject to taxation ; provided, 
 howcz'cr, that nothing" in this act shall be construed as in any 
 wise affecting or reducing any fraiichise tax. 
 
 ("An act concerning the taxation of corporate property and providing 
 for certain exemptions therefrom," approved April 3, 1902; P. L. 1902, p. 546.) 
 
 XIII. — Lost Certificates of Stock. 
 
 III. New certificates of stock may be issued for certificates 
 lost or destroyed. 
 
 Every corporation may issue a new certificate of stock in the 
 place of any certificate theretofore issued by it, alleged to h?vc 
 
 •Arbitrary number ; section inserted here merely for convenience of reference.
 
 128 LOST CERTIFICATES OE STOCK. 
 
 112— 113 been lost or destroyed, and the directors authorizing such issue of 
 a new certificate may, in their cHscretion, require the owner of 
 the lost or destroyed certificate, or his legal representatives, to 
 give the corporation a bond, in such sum as they may direct, as 
 indemnity against any claim that may be made against such cor- 
 poration; a new certificate may be issued without requiring any- 
 bond when, in the judgment of the directors, it is proper so to do. 
 
 P. L. 1882, p. 205; P. L. 1892, p. 166. 
 
 See 1)1 re Union Savings Bank & Trust Co., 26 N. J. L. J., 236. 
 
 112. Proceedings in case of refusal to issue new certificate of 
 stock. 
 
 Whenever any corporation shall have refused to issue a new 
 certificate of stock in place of one theretofore issued by it, or by 
 any corporation of which it is the lawful successor, alleged to 
 have been lost or destroyed, the owner of the lost or destroyed 
 certificate, or his legal representatives, may apply to the circuit 
 court of the county in which the principal office of the corpora- 
 tion is located for an order requiring the corporation to show 
 cause why it should not be required to issue a new certificate of 
 stock in place of the one so lost or destroyed ; such application 
 shall be by petition, duly verified, in which shall be stated the 
 name of the corporation, the number and date of the certificate, 
 if known or ascertainable by the petitioner, the number of shares 
 of stock named therein and to whom issued, and a statement of 
 the circumstances attending such loss or destruction; thereupon 
 said court shall make an order requiring the corporation tO' 
 show cause, at a time and place therein mentioned, why it should 
 not be required to issue a new certificate of stock in place of the 
 one described in the petition ; a copy of the petition and order 
 shall be served upon the president or other head officer of the 
 corporation, or on the cashier, secretary or treasurer thereof, 
 personally, at least ten days before the time designated in the 
 order. 
 
 P. L. 1882, p. 205 ; P. L. 1892, p. 166. 
 
 113. Court may proceed in summary manner. 
 
 At the time and place specified in the order, and on proof of 
 due service thereof, the court shall proceed in a summary manner
 
 FEKS ON FIUNG CERTIFICATKS. 1 29 
 
 and in such mode as it may deem advisable to hear the proof and § 114 
 allegations offered in behalf of the petitioner, or the corporation, 
 or other interested party, relative to the subject-matter of inquiry, 
 and if upon such inquiry the court shall be satisfied that the 
 petitioner is the lawful owner of the number of shares of the 
 capital stock, or any part thereof, described in the petition, and 
 that the certificate therefor has been lost or destroyed and can- 
 not, after due diligence, be found, and that no sufficient cause 
 has been shown why a new certificate should not be issued in 
 place thereof, it shall make an order requiring- tlie corporation 
 or other party, within such time as shall be therein designated, 
 to issue and deliver to the petitioner a new^ certificate for the 
 number of shares of the capital stock of the corporation, which 
 shall be specified in the order as owned by the petitioner, and the 
 certificate for whicli shall have been lost or destroyed ; in making 
 the order the court shall direct that the petitioner deposit such 
 security, or file such bond in such form and wnth such security as 
 to the court shall appear sufficient to indemnify any person other 
 than the petitioner who shall thereafter appear to be the lawful 
 owner of such certificate stated to be lost or stolen; and the court 
 may also direct publication of such notice, either preceding or suc- 
 ceeding the making of such final order, as it shall deem proper: 
 any person who shall thereafter claim any rights under the cer- 
 tificate so lost or destroyed, shall have recourse to said indemnity, 
 and the corporation shall be discharged from all liability to such 
 person by reason of compliance with the order ; and obedience to 
 said order may be enforced by the court by attachment against 
 the officers of the corporation, on proof of their refusal to comply 
 with the same. 
 
 P. L. 1882, p. 205; P. L. 1892, p. 166. 
 
 XIV. — Fees on Filing Certificates ; Sundry Provisions. 
 
 114. Fees on filing certificates. 
 
 On filing any certificate or other paper, relative to corpora- 
 tions, in the office of the secretary of state, the following- fees and 
 taxes shall be paid to the secretary of state, for the use of the 
 state : for certificate of incorporation, twenty cents for each
 
 130 SURVIVING IXCORPORATdRS MAY DESIGNATE OTHERS. 
 
 § llSthoiisaiKl dollars of the total amount of capital stock authorized, 
 but in no case less than twenty-five dollars ; increase of capital 
 stock, twenty cents for each thousand dollars of the total increase 
 authorized, but in no case less than twenty dollars ; consolidation 
 and merger of corporations, twenty cents for each thousand dol- 
 lars of capital authorized, beyond the total authorized capital of 
 the corporations merged or consolidated, but in no case less than 
 twenty dollars ; extension or renewal of corporate existence of 
 any corporation, the same as rec|uired for the original certificate 
 of organization by this act ; dissolution of corporation, change of 
 name, change of nature of business, amended certificates of or- 
 ganization (other than those authorizing increase of capital 
 stock), decrease of capital stock, increase or decrease of par value 
 or number of shares, twenty dollars; for filing list of officers and 
 directors, one dollar ; filing copy of charter and statement of 
 foreign corporation and issuing certificate of authority to trans- 
 act business, ten dollars ; and for all certificates not hereby pro- 
 vided for, five dollars ; provided, that no fees shall be required to 
 be paid by any religious or charitable society or association, or 
 educational association having no capital stock. 
 P. L. 1883. p. 62; P. L. 1893, p. 448. 
 
 Under this section the fee for filing a certificate of change of location of 
 principal office is twenty dollars. By a supplement to the corporation act 
 another mode of changing such location is given, for which the fee is five 
 dollars. See section 280. 
 
 See Nat'l Lead Co. v. Dickinson, 70 N. J. Law, 596; aff'd 72 Id., 313. 
 
 For recording fees, see section loa. 
 
 115. Surviving incorporators may designate others for organ- 
 ization. 
 
 When one or more of the commissioners or incorporators of 
 any corporation, created by or under any general or special act, 
 shall have died before the corporation shall have been organized, 
 pursuant to law, the survivors or survivor may in writing desig- 
 nate other persons who may take the place and act instead of 
 tho.se deceased, in the organization : and the organization so 
 effected by their aid shall be as effectual in law as if it had been 
 effected by all the original commissioners or incorporators. 
 
 P. L. 1891, p. 321.
 
 MUTUAI< ASSOCIATION MAY CREATE CAPITAL STOCK. I3I 
 
 116. Mutual association may create capital stock. §116-118 
 
 The members of any mutual association heretofore or here- 
 after incorporated, may provide for and create a capital stock of 
 such corporation, upon the consent in writing of all the members 
 of tcorporation, and may provide for the payment of such stock, 
 and fix and prescribe the rights and privileges of the stockholders 
 therein. 
 
 P. L. 1888, p. 186. 
 
 117. Secretary of state to compile and publish list of corpor- 
 ations. 
 
 The secretary of state shall annually compile from the records 
 of his ofiice, and publish a complete list, in alphabetical order, of 
 the original and amended certificates of incorporation filed during 
 the preceding year, together with the location of the principal 
 office of each in this state, the name of the agent in charge there- 
 of, the amount of the authorized capital stock, the amount with 
 wdiich business is to be commenced, the date of filing the certifi- 
 cate and the period for which the corporation is to continue. 
 
 P. L. 1889, p. 160. 
 
 118. Repealer ; vested rights not impaired. 
 
 The act entitled ".\n act concerning corporations" (Revis- 
 ion), approved April seventh, one thousand eight hundred and 
 seventy-five, and all acts amendatory thereof and supplemental 
 thereto, except so far as herein expressly re-enacted, are hereby 
 repealed ; but no existing corporation shall be thereby dissolved, 
 nor shall the powers specified in its charter or certificate of incor- 
 poration be thereby impaired or limited, and vested rights ac- 
 quired under the repealed acts and actually exercised and enjoyed 
 shall not be divested or disturbed, but no special provision relat- 
 ing to taxation, or immunity or exemption therefrom, contained 
 in any special charter, shall be revived or continued by anything 
 in this act ; all acts and parts of acts, general and special, inconsist- 
 ent with this act are hereby repealed ; but this repealer shall not 
 revive any act heretofore repealed. 
 
 tSo in original.
 
 132 KXTKNSION OF CORPORATE EXISTENCE. 
 
 § 119-1 19a iiQ- Corporations may extend corporate existence. 
 
 Any corporation, created by special charter, or under a gen- 
 eral law, for any objects which are allowed by this act, may ex- 
 tend its corporate existence in the manner prescribed in the 
 twenty-seventh section of this act; provided, that if such corpo- 
 ration possesses franchises, powers, privileges, immunuities or ad- 
 vantages which could not be obtained under this act, such exten- 
 sion shall not continue, rene^^" or extend such franchises, powers, 
 privileges, immunities or advantages, but the filing of the certifi- 
 cate of extension shall operate as a waiver and abandonment of 
 such franchises, powers, privileges and advantages. 
 
 (Supplement of February 2, 1897; P. L. 1897, p. 11.) 
 See Cooper Hospital v. Camden, 68 N. J. Law, 691. 
 
 119a.* Extension, renewal and continuance of corporate ex- 
 istence. 
 
 1. The corporate existence of any corporation heretofore or 
 hereafter created under or by virtue of any law of this state or of 
 the successor of any such corporation may be extended, renewed 
 and continued in the manner following: a meeting of the stock- 
 holders shall be called by a notice stating the object of the meet- 
 ing signed by the holders of at least one-third in value of the out- 
 standing capital stock of the company, which notice must be given 
 personally or by mail to each stockholder at least ten days before 
 the day of said meeting; if two-thirds in interest of each class of 
 stockholders having voting powers shall vote in favor of such 
 extension, renewal and continuation of corporate existence, a 
 certificate thereof shall be signed by the presiding officer and sec- 
 retary of said meeting, acknowledged or proved as in the case of 
 deeds of real estate, and such certificate, together with the v.-ritten 
 assent in person or b}^ proxy of two-thirds in interest of each 
 class of such stockholders, shall be filed in the office of the sec- 
 retary of state, and the certificate of the secretary of state that 
 such certificate and assent has been filed in his ofiice shall be 
 taken and accepted as evidence of the extension, renewal and con- 
 tinuation of its corporate existence in all courts and places. 
 
 2. Upon making and filing such certificate and paying the 
 fees now^ imposed or hereafter to be imposed upon corporations 
 
 'Arbitrary number ; section iuserted here merely for couveuience of reference.
 
 EXTENSION OF CORPORATE EXISTENCE. 1 33 
 
 for certificates of incorporation, the period of existence of such § 119a. 
 corporation shall be extended as declared in such certificate ; but 
 the extension shall not be held to invest such corporation with 
 any exclusive privileges, or exempt it from the operation of any 
 general laws hereafter passed relating to the same class of cor- 
 porations, or prevent the legislature from making applicable 
 thereto any general law now in force relating to such class. 
 
 3. Nothing herein contained shall be construed to interfere 
 with the right of the state of New Jersey, reserved by any law 
 now or hereafter existing, to acquire the property and franchises 
 of any such corporation, or at any time to abolish or repeal, alter 
 or amend the charter of the same, nor shall this act be construed 
 to continue any irrepealable or other contract with the state con- 
 tained in any charter beyond the time originally fixed for its ex- 
 piration. 
 
 4. Nothing herein contained shall be construed as continuing 
 in force and operation any special provision relating to taxation, 
 or exemption therefrom, in the charter of any corporation whose 
 corporate existence may have been or hereafter shall be extended, 
 renewed and continued in conformity with the terms of this act; 
 but each corporation whose corporate existence may have been 
 or shall be extended, renewed and continued as authorized hereby 
 shall be assessed for taxes in accordance with the provisions of 
 the general law^ of this state relating to the taxation of corpora- 
 tions. 
 
 5. No corporation shall have the right to proceed under the 
 provisions of this act unless it shall file with the certificate and 
 written assent provided for in section one hereof an affidavit of 
 the presiding officer and secretary of said meeting that it is at 
 the time either actually engaged in, or has provided for, the con- 
 duct of the business for v.'hich it was incorporated; ajid in all 
 cases where the charter of a corporation may have expired by 
 limitation of time within four years next preceding the date 
 ivJien such corporation shall file the certificate herein mentioned, 
 said corporation shall have the benefit of the right to proceed 
 under the jirovisions of this act, and upon complving with the 
 conditions set forth in this act the existence of such corpora- 
 tion shall be renewed, extended and continued as declared in 
 said certificate with the same eft'ect and force as if the certifi-
 
 134 SUPPLEMENTAL AND MISCELLANEOUS ACTS. 
 
 § ISOcate. written assent and affidavit provided for herein had been 
 filed prior to the expiration of such charter period, and as fully 
 as if said period of extension had been named in the original 
 charter or certificate of organization of such corporation. 
 
 6. The provisions of this act shall not apply to any savings 
 bank, a building and loan association, an insurance company, a 
 surety company, a railroad company, a street railroad company, 
 a telegraph company, a telephone company, a gas company, an 
 electric light company, a turnpike company, a plank road com- 
 pany, or any company which possesses the right of taking and 
 condemning lands in this state. 
 
 ("An act concerning the extension, renewal and continuance of the exist- 
 ence of corporations organized under the laws of this state," approved April 
 8, 1902; P. L. 1902, p. 630; as amended by Chap. 205. Laws of 1903; P. L. 
 1903, P- 391- ) 
 
 As to the rights of the stockholders of a corporation w^hose period of 
 existence, as expressed in its charter, has expired, see Mason v. Pewabic 
 Mining Co., 133 U. S., 50 
 
 See Smith v.' Uastivood Jl'ire Mfg. Co., 58 N. J. Eq., 331. 
 
 Supplemental and Miscellaneous Acts. 
 
 130.* Certain words not to be part of name of corporation. 
 
 1. Xo corporation shall hereafter be organized under the 
 provisions of "An act concerning corporations" (Revision of 
 1896), approved April twenty-first, one thousand eight hundred 
 and ninety-six, or any amendment thereof or supplement tlicreto, 
 with the words "insurance" or "safe deposit" or "trust com- 
 pany" or "bank" as a part of its name, and no certificate of in- 
 corporation shall be hereafter received for filing or i"ecord or be 
 filed or recorded in any office in this state for the purpose of 
 effectuating its incorporation. 
 
 2. No corporation heretofore organized or doing business 
 under the aforesaid act shall, by change or amendment of its 
 name, use the words "insurance" or "safe deposit" or "trust 
 company" or "bank" or any of them as part of its name, and 
 no certificate of change or amendment shall be hereafter received 
 for filing or record or be filed or recorded in any office in this 
 state for the purpose of effectuating such change. 
 
 ♦From this point the section numbers are entirely arbitrary, being used merely for con- 
 venience of reference.
 
 SL'PPLEMKNTAI. AND MISCELLANEOUS ACTS. I35 
 
 3. Notliin<4- herein contained shall, however, be construed to § 131 
 apply to or affect the name of any corporation whose certificate 
 of incorporation has heretofore been filed with the secretary of 
 this state. 
 
 (Supplement of April 23, 1897; P. L. 1897, p. 274.) 
 See also P. L. 1899, p. 431, § i ; p. 450, § i ; P- 468, § i. 
 
 131. Liabilities created by statutes of other states not to be 
 enforced in this state. 
 
 1. No action or proceeding shall be maintained in any court 
 of this state against any stockholder, officer or director of any 
 domestic corporation for the purpose/ of enforcing any statutory 
 personal liability of such stockholder, officer or director for or 
 upon any debt, default or obligation of such corporation, whether 
 such statutory personal liability be deemed penal or contractual, 
 if such statutory personal liability be created by or arise from the 
 statutes or laws of any other state or foreign country. 
 
 2. No action or proceeding shall be maintained in any court 
 of law of this state against any stockholder, officer or director 
 of any domestic or foreign corporation by or on behalf of 
 any creditor of such corporation to enforce any statutory per- 
 sonal liability of such stockholder, officer or director for or upon 
 any debt, default or obligation of such corporation, whether such 
 statutory personal liability be deemed penal or contractual, if 
 such statutory personal liability be created by or arise from the 
 statutes or laws of any other state or foreign country, and no 
 pending or future action or proceeding to enforce any such statu- 
 tory personal liability shall be maintained in any court of this 
 state other tlian in a nature of an equitable accounting for the 
 proportionate benefit of all parties interested, to which such cor- 
 poration and its legal representatives, if any, and all of its cred- 
 itors and all of its stockholders shall be necessary parties. 
 
 (Supplement of March 30, 1897; P. L. 1897, p. 124.) 
 
 In Western National Bank v. Skillman, 21 N. J. L. J., 375, the court 
 refused where this act was set up in defense to non-suit an action to enforce 
 a liability under the Kansas statutes incurred prior to the passage of the 
 act, holding that the act was in violation of the provision of the New Jer- 
 sey constitution that the legislature shall not pass any law "impairing the 
 obligation of contracts, or depriving a party of any remedy for enforcing 
 a contract zvhich existed zvhcn the contract -was made."
 
 o 
 
 6 SUPPLEMEXTAL AND MISCELLAXEOUS ACTS. 
 
 ^ 132—133 This act \vas also declared to be unconstitutional in Western National 
 
 Ba)!k V. Reckless, 96 Fed. Rep., 70. 
 
 See also Hancock National Bank v. Farnum, 176 U. S., 640, and Whit- 
 man V. National Bank of Oxford, 176 U. S., 559. Leyner Engineering Works 
 V. Kcnipncr, 163 Fed. Rep., 605. 
 
 As to penal liability, the Supreme Court, in 1858, held that an action 
 brought by a creditor of a New York manufacturing company against a 
 resident of New Jersej- to recover on a liability incurred under a statute 
 of New York making directors personally liable for corporate debts for 
 failure to file annual reports, cannot be enforced in this state, on the ground 
 that one state will not enforce a penal statute of another state. {Derrick- 
 son V. Smith, 27 N. J. Law, 166.) 
 
 132. Certain corporations required to pay employees wages 
 at least every two weeks. 
 
 In 1899 an act was passed by the legislature, entitled ''An Act 
 to provide for the payment of wages in lawful money of the 
 United vStates every two weeks" (P. L. 1899, p. 69) which re- 
 quires every corporation "organized under or acting by virtue 
 of or governed by the provisions of 'An act concerning corpora- 
 tions' (Revision of 1896), in this state" to pay its employees in 
 law f ul mone}' of the United States at least every two weeks. The 
 act makes invalid any agreement between the employer and em- 
 ployee for the payment at longer intervals. Corporations violat- 
 ing the act are guilty of misdemeanor and may be punished by 
 a fine not exceeding one hundred dollars and not less than twenty- 
 five dollars for each violation. 
 
 133. Corporation may lease its property and franchises to 
 another corporation. 
 
 .\ny corporation of this state, except railroad and canal cor- 
 porations, may hereafter, with the assent of two-thirds in interest 
 of its stockholders, either in person or by proxy, lease its prop- 
 erty and franchises to any corporation, and every corporation 
 of this state is hereby authorized to take the lease or any assign- 
 ment thereof, for such terms and upon such conditions as may 
 be agreed upon, and tthat any such lease or assignment, or both, 
 heretofore made, are hereby validated ; provided, however, that 
 nothing herein contained shall be construed to authorize any cor- 
 poration which is now specifically prohibited by law or by its cer- 
 tificate of incorporation from leasing its property or franchises to 
 
 tSo in original.
 
 SUPPI.EMEXTAL AND MISCELLANEOUS ACTS. 137 
 
 do ?o. nor to autliorize the leasing- by any corporation without § 134 
 the consent of the legislature, wlien such consent is now specially 
 re(|uired by any law of this state. 
 
 ("An Act Concerning Corporations," approved March 24, 1899; P. L- 
 
 1899. p. 334-) 
 
 See Dickinson v. Cons. Trac. Co., 119 Fed. Rep., 871. 
 
 134. Errors and omissions in certificate of incorporation cured 
 by amendment. 
 
 Whenever, in the certificate of incorporation or organization 
 of anv corporation organized under any general act of the legis- 
 lature of this state, there shall be any error or omission in the 
 recital of the act under which said corporation is created, or 
 in the omission of any other matter which is required to be 
 stated in said certificate, it shall and may be lawful for said 
 corporation to correct such error in the manner following : The 
 board of directors of such corporation shall pass a resolution 
 declaring that such error exists and that said corporation desires 
 to correct the same, and shall call a meeting of the stockholders 
 of said corporation to take action upon such resolution ; the 
 meeting of said stockholders shall be held upon such notice as 
 the by-laws provide, and in the absence of such provision, then 
 upon ten days' notice given personally or by mail: if two-thirds 
 in interest of all the stockholders shall vote in favor of the correc- 
 tion of such error or omission, a certificate of such action shall be 
 made and signed by the president and secretary under the cor- 
 porate seal ; which said certificate shall be acknowledged or 
 proved as in the case of deeds of real estate, and such certificate, 
 together with the written assent, in person or by proxy, of two- 
 thirds in interest of all the stockholders of said corporation, shall 
 be filed in the office of the secretary of state, and upon the filing 
 thereof, the certificate of incorporation or of organization shall 
 be deemed to be corrected and amended accordingly, and the filing 
 of said certificate in conformity with this act shall have the same 
 force and cfTect as if said certificate of incorporation or organiza- 
 tion had been originally drafted in conformity with the amend- 
 ment so made. 
 
 (Supplement of March 21, 1899; P. L. 1899. P- I74 )
 
 138 SUPPLK^tEXTAL AND MISCELLANEOUS ACTS. 
 
 § 135-137 135. State taxes must be paid before dissolution. 
 
 Hereafter no corporation organized under any law of this 
 stale shall be dissolved by its stockholders until all taxes levied 
 upon or assessed against such corporation by the state of New 
 Terse}' in accordance with the provisions of an act entitled "An 
 act [o provide for the imposition of state taxes upon certain cor- 
 porations and for the collection thereof," approved April eigh- 
 teenth, one thousand eight hundred and eighty-four, and all acts 
 amendatory thereof or supplementary thereto, shall have been 
 fully paid, and a certificate to that effect, signed by the comp- 
 troller of the treasury, shall have been annexed to and filed with 
 the certificate of dissolution. 
 
 (Supplement of March 23, 1900; P. L. 1900, p. 316.) 
 
 This act is intended to prevent corporations from dissolving and distribut- 
 ing their assets without paying the taxes already due to the state. 
 
 Where a company has filed no report with the State Board of Assessors 
 claiming an exemption to which it was entitled, it is liable to the state for 
 its franchise tax even though it was judicially declared insolvent prior to 
 the time of the assessment. (Kiii^ v. American Electric Vehicle Co., 70 N. 
 J. Eq., 568.) 
 
 136. Purchasers of property and franchises of certain corpo- 
 rations sold by order of court may become a new corporation. 
 
 (See "An Act concerning the sale of the property and franchises of 
 any corporation created by or under any law or laws of this state, except 
 » steam-railroad, canal, turnpike or plank-road companies," approved April 
 
 16, 1897; P. L. 1897, p. 229.) 
 
 137. Corporate existence is admitted in judicial proceedings. 
 
 In every suit or judicial proceeding in this state, to which a 
 corporation is a party, the existence of such corporation shall be 
 taken to be admitted, unless it is put in issue by the pleadings; 
 and in courts in which the practice is that the defendant need 
 not file a plea, the existence of such corporation shall be taken 
 to be admitted unless the party to the suit denying the existence 
 of such corporation shall file with the court an affidavit stating 
 that to the best of his or its knowledge and belief such corpora- 
 tion does not exist. 
 
 (Supplement of April 8, 1903; P. L. 1903. P- 490.)
 
 SUPPLEMENTAL AND MISCELLANEOUS ACTS. 139 
 
 138. Dissolution of educational institutions. §138 
 
 I. Whenever in llie judgment of the board of trustees or man- 
 ao-ers of any corporation created by any law of this State for 
 educational purposes, it shall be deemed advisable and for the 
 benefit of said corporation that the same should be dissolved be- 
 fore the expiration of its charter, it shall be lawful for such 
 board oi trustees or managers to wind up and dissolve such cor- 
 poration in the manner hereinafter prescribed, or in the. name of 
 said corporation, by petition, setting forth the facts and circum- 
 stances of the case, to apply to the Chancellor for a dissolution 
 of said corporation and for the appointment of a receiver or 
 trustee of its estate and effects; whereupon the Chancellor, be- 
 ing satisfied of the sufficiency of said application, shall order 
 such reasonable notice thereof to be served or published as he 
 may judge proper and the circumstances of the case may re- 
 quire, fixing a day, not less than thirty days distant, for the hear- 
 ing upon tlie same, and if, upon inquiry into the matter, it shall 
 be made to appear to the Chancellor that such action may be 
 taken without prejudice to the public welfare, and that it is ad- 
 visable an"d best for said corporation that it should be dissolved, 
 its affairs settled and its estate and eft'ects divided and distrib- 
 uted among the stockholders, associate owners, creditors and 
 others who may be entitled to the same, it shall be lawful for 
 the Chancellor to enter a decree to that eff'ect, and to appoint a 
 receiver or trustee with full power to demand, sue for, collect, 
 receive and take into possession all the goods and chattels, rights 
 and credits, moneys and eft'ects, lands and tenements, books, 
 papers, choses in action, bills, notes and property of every de- 
 scription belonging to said corporation at the time of said de- 
 cree of appointment, and to sell, convey or assign all the said 
 real and personal estate; and to pay into the Court of Chancery 
 all the moneys and securities for money arising from such sales, 
 or which may be collected by said receiver or trustee from time 
 to time under the order of the said Court of Chancerry, first de- 
 ducting the costs of the proceedings in said court, and mak- 
 ing to said receiver or trustee and to counsel such reasonable 
 compensation as the Chancellor may deem fit and proper. 
 
 2. The said receiver or trustee shall be further clothed with 
 all the powers conferred upon a recei\er or trustee appointed
 
 140 SUPPLEMENTAL AND MISCELLANEOUS ACTS. 
 
 § 138 ^^"der the act authorizing the appointment of a receiver or trustee 
 in case of insolvent corporations; and it shall be lawful for the 
 said Court of Chancery whether said corporation be dissolved 
 by order of said court or by act of the board of trustees as herein- 
 after provided, to make all necessary and proper orders and de- 
 crees to settle and wind up the affairs of said corporation, and 
 to distribute its estate, property and effects, or the proceeds 
 thereof, among those entitled to the same, and if, at the time of 
 the final decree of distribution, the owners of any part of said 
 property or effects remain unknown, such part, share or shares 
 shall be retained in the Court of Chancery until the same shall, 
 be claimed by the rightful owner or owners thereof. 
 
 3. In tlie event that such board of trustees or managers shall 
 determine to wind up and dissolve such corporation without the 
 appointment of a receiver therefor, the said board, at a meeting 
 duly called and held for the purpose, of which meeting every 
 trustee or manager shall have received at least three days no- 
 tice, shall, by a two-thirds vote of the whole board of trustees 
 or nianagers, adopt a resolution to that effect, and thereupon 
 such trustees or managers, being not less than two-thirds of the 
 whole number, shall signify their consent in writing that such 
 dissolution shall take place, which consent, together wdth a list 
 of the names and residences of all of the trustees or managers 
 and officers, certified by the president and secretary, shall be 
 filed in the office of the Secretary of State, who, upon being 
 satisfied by due proof that the requirements aforesaid have been 
 complied witJL shall issue a certificate that such consent has 
 been filed, and the board of trustees or managers shall cause such 
 certificate to be published four weeks successively, at least once 
 a week in a newspaper pui:)lished in the county wdiere the prop- 
 erty of such corporation is situate ; and upon filing in the office 
 of the Secretary of State of an affidavit that said certificate has 
 been so published, the corporation shall be dissolved and the 
 board shall proceed to settle up and adjust its business and af- 
 fairs in the same manner and with the same powers and duties 
 as provided in the act to which this is a supplement in cases of 
 other corporations which are dissolved under the provisions of 
 said act.
 
 SUPPLEMENTAL AND MISCELLANEOUS ACTS. I4I 
 
 4. After a sale of the property and assets of such dissolved ^ 138 
 corporation and the payment of its debts and all expenses con- 
 nected with such winding up and settlement, the residue of 
 moneys in hand, if any, shall be distributed and paid in the man- 
 ner provided in the second section of this act. 
 
 (Supplement of April 2 1908; P. L. 1908. p. 113.) 
 
 ^3
 
 PROVISIONS OF THE EXECUTION ACT RELATING TO§i40-i4i 
 SHARES OF STOCK. 
 
 140.* Shares of stock may be taken and sold on execution. 
 
 Any share or interest in any bank, insurance company or 
 other joint stock company, that is or may be incorporated under 
 the authority of this state, or incorporated or establjshed under 
 the authority of the United States, belonging to the defendant in 
 execution, may be taken and sold by virtue of sucli execution, 
 in the same manner as goods and chattels. 
 
 C"An Act respecting any execution." G. S., p. 1415, § 4.) 
 
 The shares are not bound by delivery of the fi. fa. to the sheriff against 
 the owner, but may be transferred before an actual levy. {Princeton Bank 
 V. Crozer, 22 N. J. Law, 383; Rogers v. Stevens, 8 N. J. Eq., 167; Voorhis 
 V. Terhune, 50 N. J. Law, 147. 
 
 141. Officer having custody of books to give certificate to 
 sheriff. 
 
 The clerk, cashier, or other officer of such company, who has 
 at the time the custody of the books of the company, shall upon 
 exhibiting to him the writ of execution, give to the officer having 
 such writ a certificate of the number of shares or amount of the 
 interest held by the defendant in such company; and if he shall 
 neglect or refuse so to do, or if he shall wilfully give a false 
 certificate thereof, he shall be liable to the plaintifif for double 
 the amount of all damages occasioned by such neglect or false 
 certificate, to be recovered in an action on the case aeainst 
 
 (Id., § 5.) 
 
 •Arbitrary section number; see footnote, p. iii. 
 
 (143)
 
 144 i,EVY OF exe:cution on shares of stock. 
 
 § 142 142- Proceedings when such officer is a non-resident. Notice 
 of levy. 
 
 When the clerk, cashier, or other officer of any joint stock 
 company that is or hereafter may be incorporated under the 
 authority of this state, who has the custody of the books of 
 registry of the stock thereof, shah be non-resident in this state, 
 it shall be the duty of the sheriff or other officer, receiving a 
 writ of execution issued out of any court of this state against 
 the goods and chattels of a defendant in execution holding stock 
 in such company, to send by mail a notice in writing, directed 
 to such non-resident clerk, cashier or other officer, at the post- 
 office nearest his reputed place of residence, stating in such 
 notice that he, the said sheriff or other officer, holds such writ 
 of execution, and out of what court, at whose suit, for what 
 ainount, and against whose goods and chattels, such writ has 
 been issued, and that by virtue of said writ, he, the said sheriff 
 or other officer, seizes and levies upon all the shares of the stock 
 of such company held by the defendant in execution on the 
 day of the date of such written notice ; and it shall also be the 
 duty of such sheriff or other officer, on the day of mailing such 
 notice, as aforesaid, to affix and set up upon any office or place 
 of business of such company, within his county, a like notice in 
 writing, and on the same day to serve like notice in writing 
 upon the president and directors of said company, or upon such 
 of them as reside in his county, either personall}- or by leaving 
 tlie same at their respective places of abode; and the sending, 
 setting up, and serving of such notices in the manner aforesaid, 
 shall constitute such levy taken, a valid levy of such writ upon 
 all shares of stock in such company, held by the defendant in 
 execution, which have not at the time of the receipt of such no- 
 tice by the said clerk, cashier or other officer, who has custody 
 of the books of registry of the stocks thereof, been actually trans- 
 ferred by the defendant ; and thereafter any transfer or sale of 
 such shares by the defendant in execution, shall be void as against 
 the plaintiff in said execution, or any purchaser of such stock at 
 any sale thereunder. 
 
 (Id., § 6.) 
 
 As to duty of sheriff in levying writ of execution upon stock, see Voor- 
 his V. TerJiune, 50 N. J. Law, 147.
 
 LEVY OF EXECUTION OX SHARES OF STOCK. 145 
 
 143. Non-resident officer to return statement and certificate, § 143 
 &c. Penalty for failure, &c. 
 
 That tiie non-resident clerk, cashier, or other officer in such 
 company, to whom notice in writing is sent, as prescribed ni the 
 preceding section, shall thereupon send forthwith, by mail or 
 otherwise, to the officer having such writ, a statement of the time 
 when he recei\'ed sucli notice, and a certificate of the number of 
 shares held by the defendant in such company at the time of the 
 receipt by him of such notice, not actually transferred on the 
 books of said company ; and the said sheriff or other officer shall 
 on receipt by him of such certificate, insert tlie number of such 
 shares in the inventory attached to said writ; and if such clerk, 
 cashier, or other officer in such company, neglect to send such 
 certificate, as aforesaid, or if he shall wilfully send a false certi- 
 ficate, he shall be liable to the plaintiff for double the amount of 
 all damages occasioned by such neglect or false certificate, to 
 be recovered in an action on the case against him ; but the neglect 
 to send, or miscarriage of such certificate, shall not impair the 
 validity of the levy upon the stock. 
 
 (Id., § 7.)
 
 ANNUAL STATE FRANCHISE TAX. § i^o 
 
 LAWS OF 1884, CHAPTER 159. 
 
 Being- "An Act to provide for the imposition of state taxes 
 upon certain corporations and for the collection thereof,'" ap- 
 pro\'ed April 18. 1884, including the amendments and supple- 
 ments to the end of the legislative session of 1909. 
 
 150.* State taxation of business corporations ; report to state 
 board of assessors. 
 
 All corporations incorporated under the laws of this State, 
 other than those which are subject to the payment of a State 
 franchise tax assessed upon the basis of gross receipts, shall 
 make annual return to the State Board of Assessors on or before 
 the first Tuesday of May in each year, and shall state therein 
 the amount of the capital stock of such corporation issued and 
 outstanding on the first day of January preceding the making of 
 said return, together with such other information as may be 
 required by said board to carry out the provisions of this act, 
 and shall pay an annual license fee or franchise tax of one-tenth 
 of one per centum on all amounts of capital stock issued and out- 
 standing up to and including the sum of three million dollars; on 
 all sums of capital stock issued and outstanding in excess of three 
 million dollars and not exceeding five million dollars, an annual 
 license fee or franchise tax of one-twentieth of one per centum, 
 and the further sum of fifty dollars per annum per one million 
 dollars, or any part thereof, on all amounts of capital stock issued 
 and outstanding in excess of five million dollars ; and any shares 
 of stock either fully paid or partially paid in cash or by property 
 purchased whether issued or otherzvise shall be deemed to be 
 shares of stock issued and outstanding until such shares or any 
 
 "Arbitrary section number ; see footnote, p. iii. 
 
 (147)
 
 I4S ANNUAL STATE TAX. 
 
 § IhOsitbsfitiitc therefor shall have been retired and actually cancelled; 
 provided, that this act shall not apply to railway, canal or bank- 
 ing- corporations, or to savings banks, cemeteries or religious cor- 
 porations, or purely charitable or purely educational associations 
 not conducted for profit, or manufacturing or mining corpora- 
 tions at least fifty per centum of whose capital stock issued and 
 outstanding is invested in mining or manufacturing carried on 
 within this State, and which mining or manufacturing corpora- 
 tions shall have stated in the annual return to the State Board of 
 Assessors where the mine or manufacturing establishment of such 
 corporation or corporations is or are located, the character of the 
 ores mined or the goods manufactured, the total amount of its 
 capital stock embarked in the business of mining or manufactur- 
 ing and the amount of capital stock actually employed in New 
 Jersey in carrying on such mining or manufacturing business. 
 If any manufacturing or mining company carrying on business 
 in this State shall have less than fifty per centum of its capital 
 stock, issued and outstanding, invested in business carried on 
 within this State, such company shall pay the annual license fee 
 or franchise tax herein provided for companies not carrying on 
 business in this State, but shall be entitled, in the computation of 
 such tax, to a deduction from the amount of its capital stock 
 issued and outstanding of the assessed value of its real and per- 
 sonal estate so used in manufacturing or mining. 
 
 (Sections i, 2 and 4 of the Act of April 18, 1884; P. L. 1884, pp. 232, 
 233, 234; as amended by P. L. 1891, p. 150; P. L. 1892, pp. 136, 137; P. L. 
 1901, p. 31; P. L. 1906, p. 31.) 
 
 The jurisdiction of the State Board of Assessors to assess companies 
 who have failed or refused to make a return is limited to the ascertainment 
 of and making an assessment upon the capital stock issued and outstanding. 
 The remedy of the company for excessive assessments is by writ of certiorari. 
 (Trenton Heat & Pozver Co. v. Assessors, 72, N. J. Law, 370.) Nor are 
 such companies precluded by failure to file their returns from having their 
 assessments reviewed and exemptions ascertained by the courts. {Netvark 
 Brass Works v. Assessors, 63 N. J. Law, 500; Nezv Jersey Zinc Co. v. Han- 
 cock. Id., 506; People's Investment Co. v. Assessors. 66 N. J. Law, 175.) 
 
 See Hardin v. Morgan, 70 N. J. Law, 484; afif'd 71 Id., 342; King v. 
 American Electric Vehicle Co., 70 N. J. Eq., 568. 
 
 Application of the act. — "The scheme of this particular taxing act 
 (Act of April 18, 1884) seems to be to impose taxes on three classes of 
 corporations — certain specified corporations doing business in the state
 
 ANNUAL STATr: TAX. 149 
 
 wherever chartered, those not doing business in this state, but holding their R \;^0 
 charters under state authority, and a class of unspecified corporations, which 
 must be few in numlicr, holding charters under and performing their fun- 
 tions in the stale. 
 
 "In the former class different provisions for taxation as amongst them- 
 selves are adopted, and in the second and third classes named a franchise 
 tax is imposed based upon the amount of their capital stock." (Standard 
 Underground Cable Co. v. Attorney-General, 46 N. J. Eq., 270.) 
 
 As to the first class, both domestic and foreign corporations are in- 
 cluded. (Pipe Line Co. v. Berry, 52 N. J. Law, 308; ai¥'d 53 Id., 212.) 
 
 See Buffalo Refrigerating Machine Co. v. Assessors, 72 N. J. Law, 127; 
 Paterson & P. Gas & Electric Co. v. Assessors, 69 N. J. Law, 116; aff'd 70 
 Id., 825. 
 
 Nature of the tax. — The tax imposed by this act is a license or fran- 
 chise tax. It is not a tax on property and this section is not a violation of 
 the clause of the state constitution which provides that "property shall be 
 assessed for taxes under general rules, and by uniform rules, according 
 to its true value." (Standard Underground Cable Co. v. Attorney General, 
 46 N. J. Eq., 270; Const., Art. IV, § 7, Par. 12.) The Act of 1866 taxing 
 property has not been superseded by this Act. Taxation under this Act was 
 designed to provide revenue for the state. Taxation under the Act of 1866 
 is a local tax. (Pipe Line Co. v. Berry, 52 N. J. Law, 308; aff'd 53 Id., 212.) 
 
 The tax imposed by the Act of 1884 is not a property tax, and is not 
 subject to diminution because some of the corporation's capital is invested 
 in letters patent of the United States. (Marsden Co. v. Assessors, 61 N. J. 
 Law, 461.) 
 
 Such tax may be exacted by the state from which the right is derived, 
 without reference to the nature of the business the corporation may be 
 authorized to carry on, and is constitutional even as against a domestic 
 corporation created for the purpose of engaging in commerce with an 
 adjoining state. The right of corporate existence is in itself incjivisible, 
 and the fee therefor must necessarily be an entirety, no matter where the 
 property of the company is situated or how its capital is invested or em- 
 ployed. (State V. Assessors, 16 N. J. L. J.. 210. See also Honduras Com- 
 mercial Co. V. Assessors, 54 N. J. Law, 278.) 
 
 Basis of the tax. — The tax is computed upon the basis of the capital 
 stock issued and outstanding, and it is held that stock is issued when the 
 company has received and accepted subscriptions for the same, whether 
 paid for or not. (American Pig Iron Storage Co. v. Assessors, 56 N. J. Law, 
 
 389.) 
 
 In Stoiagc Battery Co. v. Assessors (60 N. J. Law, 66, at page 69, af- 
 firmed 61 Id., 289), it was held that the basis of the tax was "the amount of 
 capital stock issued and outstanding as a fixed factor, without regard to the 
 purpose for which the capital stock was issued or whether it was issued for 
 value or not."
 
 150 ANNUAI, STATE TAX. 
 
 & 151 "Stock once issued is and remains outstanding until retired and can- 
 
 celled by the method provided by statute for the retirement and cancellation 
 of capital stock" ; and the transfer of stock to the treasury of the company 
 as "treasury stock" does not remove such stock from the category of stock 
 '"issued and outstanding" within the purview of the Act. (Knickerbocker 
 Imporiaticn Co. v. Assessors, 74 N. J. Law, 583, at page 590.) 
 
 "The words 'retirement' and 'cancellation' must be interpreted to mean 
 permanent retirement and actual cancellation in the method and in full com- 
 pliance with the provisions of the statute." {Ibid.) 
 
 Continuance of tax. — See Kirkpatrick v. Assessors, 57 N. J. Law, 53; 
 In re United States Car Co., 60 N. J. Eq., 514; Edison Phonograph Co. v. 
 Assessors, 55 N. J. Law, 55; Electro-Pneumatic Transit Co's Case, 51 N. J. 
 Eq., 71 ; Conklin v. U. S. Shiphnilding Co., 148 Fed. Rep., 129. 
 
 Exemptions from payment of franchise taxes. — See Norton Con- 
 struction Co. V. Assessors, 53 N. L. Law, 564; Edison Phonograph Co. v. 
 Assessors, 55 N. J. Law, 55; Phonograph Co. v. Assessors, 54 N. J. Law, 430; 
 Edison United Phonograph Co. v. Assessors, 57 N. J. Law, 520; Storage Bat- 
 tery Co. V. Assessors, 60 N. J. Law, 66; aff'd 61 Id., 289; Buffalo 
 Refrig. Macli. Co. v. Assessors, 72 N. J. Law, 127; Union Waxed & Parch- 
 ment Paper Co. v. Assessors, y^i N. J. Law, 374. See also King v. American 
 Electric Vehicle Co., 70 N. J. Eq., 568, where no report was filed and exemp- 
 tion was not allowed. 
 
 What is manufacturing within the meaning of the act? — In constru- 
 ing the statute the court will give the word "manufacturing" its popular 
 sense. Therefore, it was held that printing and publishing a newspaper is 
 not manufacturing, but that where a company is incorporated "to conduct 
 and prosecute the business of book binding and job printing, engraving, elec- 
 trotyping and lithographing," and its capital is invested in the prosecution of 
 that business, and it manufactures on orders only, it is a manufacturing com- 
 pany within the meaning of the statute. 
 
 To entitle a corporation to the exemption from the franchise tax it 
 must appear that at least 50 per cent, of its capital is actually invested in 
 manufacturing or mining carried on in this state, and simply having a place 
 leased for the purpose of carrying on a manufacturing business, but at which 
 no business is carried on, is not a fulfillment of the statute. (Halsey Electric 
 Generator Co. v. Assessors, 74 N. J. Law, 321.) 
 
 Evening Journal Association v. Assessors, 47 N. J. Law. 36; Printing 
 Co. v. Assessors, 51 N. J. Law, 75 ; see also American Glucose Co. v. State, 
 43 N. J. Eq., 280; State v. Soc. for Est. Useful Manufactures, 43 N. J. Eq., 
 410; Storage Battery Co. v. Assessors, 60 N. J. Law, 66; aff'd 61 Id., 289; 
 Alton .Machine Co. v. Assessors, 6g Atl. Rep., 451.
 
 ANNUAL STATE TAX. 15 I 
 
 151. Penalties for false statement, or failure to make state- § 152 
 ment. 
 
 If anv officer of any company retjiiired by this act to make a 
 return, shall in such return make a false statement, he shall be 
 deemed guilty of perjury; if any such company shall neglect or 
 refuse to make such return within the time limited as aforesaid, 
 the state board of assessors shall ascertain and fix the amount of 
 the annual license fee or franchise tax and the basis upon which 
 the same is determined, in such manner as may be deemed by 
 them most practicable, and the amount fixed by them shall stand 
 as such basis of taxation under this act. 
 
 (Section 3 of the Act of April 18, 1884; P. L. 1884, p. 233; as amended 
 by P. L. 1892, p. 137.) 
 
 In People's Investment Co. v. Assessors, (66 N. J. Law, 175,) the Su- 
 preme Court held that no penalty is provided for failure to make the return 
 required by the act, and, in the absence of such return, the franchise tax 
 cannot be ascertained by using capital stock authorized as a basis for cal- 
 culation. 
 
 In Trenton Heat &■ Power Co. v. Assessors, (^TZ N. J. Law, 370), the 
 Supreme Court, following the case of People's Investment Co. v. Assessors 
 {supra), said: "The jurisdiction of the state board to assess franchise taxes 
 upon companies not making a return is limited to the ascertainment of, and 
 the making of an assessment upon, the capital stock of such companies issued 
 and outstanding. They must ascertain as best they can wliat amount that 
 is, and, if they assess excessively, the company must pay the tax or be at 
 the expense of correcting it through the certiorari power of this court." 
 
 152. Duties and powers of state board of assessors. 
 
 The state board of assessors shall certify and report to the 
 comptroller of the state, on or before the first Monday of June 
 in each year, a statement of the basis of the annual license fee 
 or franchise tax as returned by each company to, or ascertained 
 by, the said board, and the amount of tax due thereon respec- 
 tively, at the rates fixed by this act ; such tax shall thereupon be- 
 come due and payable, and it shall be the duty of the state treas- 
 urer to receive the same; if the tax of any company remains 
 unpaid on the first day of July, after the same becomes due, 
 the same shall thenceforth bear interest at the rate of one per 
 centum for each month until paid ; the state board of asses- 
 sors shall have power to require of any corporation subject
 
 152 ANNUAL, STATl-: TAX. 
 
 § 153 -154 to tax under this act, such information or reports touching the 
 affairs of such company as may be necessary to carry out the 
 provisions of this act ; cind may require the production of the 
 books of such company, and may swear and examine witnesses 
 in relation thereto ; the comptroller shall receive as compensa- 
 tion for his services under this act, and under the act entitled "An 
 act for the taxation of railroad and canal property," approved 
 April tenth, one thousand eight hundred and eiglity-four, the 
 sum of five hundred dollars annually. 
 
 (Section 5 of the Act of April 18, 1884; P. L. 1884, p. 235; as amended 
 by P. L. 1892, p. 140.) 
 
 The finding of the State Board of Assessors is reviewable in the bank- 
 ruptcy court on questions of amount or legality of taxes entitled to priority 
 of payment. (State v. Anderson, 203 U. S., 483.) 
 
 153. Tax is a debt ; how collected ; preferred in case of in- 
 solvency. 
 
 Such tax, when determined, shall be a debt due from such 
 company to the state, for which an action at law may be main- 
 tained after the same shall have been in arrears for the period 
 of one month ; such tax shall also be a preferred debt in case of 
 insolvency. 
 
 (Section 6 of the Act of April 18, 1884; P. L. 1884, p. 236.) 
 
 The franchise tax is a preferred debt which must be paid in advance of 
 dividends to creditors under section 64a of the Bankruptcy Act (U. S. Comp. 
 Stat., 1901, 3447), and is "legally due and owing" under the act though not 
 collectible until after the corporation is declared a bankrupt. {State v. An- 
 derson, 203 U. S., 483.) 
 
 The franchise tax is entitled to priority over liabilities incurred by 
 the Receiver in carrying on the business of the insolvent corporation, but 
 not to priority over the Receiver's allowances and his expenses in winding 
 up the company. (C/ieseapeake & Ohio Ry. Co. v. Atlantic Transportation 
 Co., 62 N. J. Eq., 751 •) 
 
 Until a corporation shall be dissolved the franchise tax remains a valid 
 preferred debt. (Cunklin v. U. S. Shipbuilding Co., 148 Fed Rep., 129.) 
 
 154. Injunction against company in arrears for three months. 
 
 In addition to other remedies for the collection of such tax, 
 it shall be lawful for the attorney-general, either of his own 
 motion or tipon the request of the state comptroller, whenever any
 
 ANNUAI, STATE TAX. 153 
 
 tax due under this act, from any company, shall have remained § 155 
 in arrears for a period of three months after the same shall have 
 become payable, to apply to the court of chancery, by petition 
 in the name of the state, on five days' notice to such corpora- 
 tion, which notice may be served in such manner as the chan- 
 cellor may direct, for an injunction to restrain such corporation 
 from the exercise of any franchise, or the transaction of any 
 business within this state until the payment of such tax and in- 
 terest due thereon, and the costs of such application, to be fixed 
 by the chancellor; the said court is hereby authorized to grant 
 such injunction, if a proper case appear, and upon the granting 
 and service of such injunction, it shall not be lawful for such 
 company thereafter to exercise any franchise or transact any 
 business in this state until such injunction be dissolved. 
 (Section 7 of the Act of April 18, 1884; P. L- 1884, p. 236.) 
 
 When a "proper case" is presented, the Court of Chancery has no dis- 
 cretion, but must issue the injunction. (Electro-Pneumatic Transit Go's 
 Case, 51 N. J. Eq., 71.) 
 
 See Jewctt v. Batiman, 27 N. J. Eq., 171 ; In re Faiire Elec. Light, &c., 
 Co., 43 Id., 411 ; In re New York File & Sharpening Co.^ Id., 413; Macaulay 
 V. White Sewing Machine Co., 9 Fed. Rep., 698; Cary Mfg. Co. v. Acme 
 Flexible Clasp Co., 108 Fed. Rep., 873 ; s. c. 187 U. S., 427. 
 
 155. For failure for two years to pay state tax charter void, 
 unless governor gives further time. 
 
 If any corporation created under any act of this State shall 
 for two consecutive years neglect or refuse to pay the State any 
 tax which has been or shall be assessed against it under any law 
 of this State and made payable into the State treasury, the charter 
 of such corporation shall be declared void as in section two of this 
 act provided, unless the Governor shall, for good cause shown to 
 him, give further time for the payment of such tax, in which 
 case a certificate thereof shall be filed by the Governor in the 
 office of the comptroller, stating the reasons therefor. 
 
 (Section i of the Supplement of April 21, 1896; P. L. 1896, p. 319; as 
 amended by P. L. 1905, p. 508. section i.) 
 
 See the following cases decided under previous forms of this section : 
 American Surety Co. v. Great White Spirit Co., 58 N. J. Eq., 526; Duryea v. 
 Am. Wood Working MacJiine Co., 133 Fed. Rep., 329; In re U. S. Gar Co., 
 60 N. J. Eq , 514-
 
 154 ANNUAL STATE TAX. 
 
 § 156-158 156. Comptroller to report list of delinquents. Governor to 
 issue proclamation declaring repeal of charter. 
 
 On or before the first Monday in January in each year the 
 comptroller shall report to the Governor a list of all corporations 
 which for two years next preceding such report have failed, 
 neglected or refused to pay the taxes assessed against them 
 under any law of this state as above, and the Governor shall 
 forthwith issue his proclamation, declaring under this act of the 
 Legislature that the charters of these corporations are repealed, 
 and all powers conferred by law upon such corporations shall 
 thereafter be deemed inoperative and void. 
 
 (Section 2 of the Supplement of April 21, 1896; P. L. 1896, p. 319; as 
 amended by P. L. 1900, p. 319; P. L. 1901, p. 221; P. L. 1905, p. 509, sec- 
 tion 2.) 
 
 This section does not prohibit a corporation from winding up its affairs 
 and does not prevent an adjudication in bankruptcy. (In re Hunger Ve- 
 hicle Tire Co., 159 Fed. Rep., 901.) 
 
 157. Proclamation to be filed and published. 
 
 The proclamation of the Governor shall be filed in the ofiice 
 of the Secretary of State, and published in such newspapers and 
 for such length of time as the Governor shall designate. 
 
 (Section 3 of the Supplement of April 21, 1896; P. L. 1896, p. 319; as 
 amended by P. L. 1905, p. 509, section 3.) 
 
 158. Penalty for exercising powers under charter after proc- 
 lamation. 
 
 Any person or persons who shall exercise or attempt to exer- 
 cise any powers under the charter of any such corporation after 
 the issuing of such proclamation shall be deemed guilty of a mis- 
 demeanor, and shall be punished by imprisonment not exceeding 
 one year, or a fine not exceeding one thousand dollars, or both, 
 in the discretion of the court. 
 
 (Section 4 of the Supplement of April 21, 1896; P. L. 1896, p. 319; as 
 amended by P. L. 1905, p. 509, section 4.)
 
 ANNUAL STATE TAX. 155 
 
 159. Attorney-general may proceed against corporations in§ 159 
 arrears ; receiver may be appointed. 
 
 After any corporation of this state has failed and neglected 
 for the space of two consecutive years to pay the taxes imposed 
 upon it by law, and the comptroller of this state shall have report- 
 ed such corporation to the Governor of this state, as provided in 
 this act, then it shall be lawful for the attorney-general of this 
 state to proceed against said corporation in the court of chancery 
 of this state for the appointment of a receiver, or otherwise, and 
 the said court in such proceeding shall ascertain the amount of the 
 taxes remaining due and unpaid by such corporation to the 
 State of New Jersey, and shall enter a final decree for the amount 
 so ascertained, and thereupon a fieri facias or other process shall 
 issue for the collection of the same as other debts are collected, 
 and if no property \\hich may be seized and sold on fieri facias 
 shall be found within the said State of New Jersey, sufficient to 
 pay such decree, the said court shall further order and decree 
 that the said corporation, within ten days from and after the ser- 
 vice of notice of such decree upon any officer of said corporation 
 upon whom service of process may be lawfully made, or such 
 notice as the court shall direct, shall assign and transfer to the 
 trustee or receiver appointed by the court, any chose in action, 
 or any patent or patents, or any assignment of, or license under 
 any patented invention or inventions owned by, leased or licensed 
 to or controlled in whole or in part by said corporation, to be 
 sold by said receiver or trustee for the satisfaction of such de- 
 cree, and no injunction theretofore issued nor any forfeiture of 
 the charter of any such corporation shall be held to exempt such 
 corporation from compliance with such order of the court. 
 And if the said corporation shall neglect or refuse, \vithin ten 
 days from and after the serving of notice of such decree, to as- 
 sign and transfer the same to such receiver or trustee for sale as 
 aforesaid, it shall be the duty of said court to appoint a trustee 
 to make the assignment of the same, in the name and on behalf 
 of such corporation, to the receiver or trustee appointed to make 
 such sale, and the said receiver or trustee shall thereupon, after 
 such notice and in such manner as required for the sale under 
 fieri facias of personal property, sell the same to the highest bid- 
 der, and the said receiver or trustee, upon the payment of the
 
 156 ANNUAI. STATE TAX. 
 
 § 160-161 purchase money, shall execute and deliver to such purchaser an 
 assig-nnient and transfer of all the patents and interests of the 
 corporation so sold, which assignment or transfer shall vest in 
 the purchaser a valid title to all the right, title and interest what- 
 soever of the said corporation therein, and the proceeds of such 
 sale shall be applied to the payment of such unpaid taxes, to- 
 g-ether v.ith the costs of said proceedings. 
 
 (Section 5 of the Supplement of April 21, 1896; P. L. 1896, p. 320; as 
 amended by P. L. 1905, p. 509, section 5.) 
 
 160. Governor may correct mistake when corporation inad- 
 vertently reported. 
 
 Whenever it is established to the satisfaction of the Governor 
 tliat any corporation named in said proclamation has not neglect- 
 ed or refused to pay said tax within two consecutive years, or 
 has been inadvertently reported to the Governor by the comp- 
 troller as refusing or neglecting- to pay the same as aforesaid, the 
 Governor is hereby authorized to correct such mistake, and to 
 make the same known by filing his proclamation to that effect in 
 the office of the secretary of state. 
 
 (Section 6 of the Supplement of April 21, 1896; P. L. 1896, p. 321; as 
 amended by P. L. 1905, p. 510, section 6.) 
 
 161. Governor, -with advice of attorney-general, may renew 
 void charters. 
 
 If the charter of any corporation organized under any law 
 of this state shall hereafter become or shall have heretofore be- 
 come inoperative or void by proclamation of the Governor or by 
 operation of law, for non-payment of taxes, the Governor, by 
 and with the advice of the attorney-general, may, upon payment 
 by said corporation to the secretary of state of such sum in lieu 
 of taxes and penalties as to them may seem reasonable, but in 
 no case to be less than the fees required as upon the filing of the 
 original certificate of incorporation, permit such corporation to 
 be reinstated and entitled to all its franchises and privileges, and 
 upon such payment as aforesaid the secretary of state shall issue 
 his certificate entitling such corporation to continue its said busi- 
 ness and its said franchises; provided, hoivever, that the provis-
 
 ANNUM, STATE TAX. 157 
 
 ions of this section shall in nowise apply to any gas, electric § 162 
 light, telephone, telegraph, water, pipe-line, railroad, street rail- 
 way company, or other corporation having the right to use the 
 public streets, or to take and condemn lands in this State ; and 
 provided further, that nothing in this section contained shall re- 
 lieve any such corporation from the penalty of forfeiture of its 
 franchises in case of failure to pay future taxes imposed under 
 the act to which this is a supplement or under any law of this 
 state. 
 
 (Supplement of March 25, 1898; P. L. 1898, p. 182; as amended by P. 
 L. 1904, p. 382; P. L. 1905, p. 511, section 7.) 
 
 162. Proceedings for readjustment of excessive or unjust 
 assessment. 
 
 The officers of any corporation who shall consider the tax 
 levied under the provisions of an act to which this act is a 
 further supplement, excessive or otherwise unjust, may make 
 application to the state board of assessors for a review of the 
 assessment and a re-adjustment of the tax; provided, there be 
 filed with the said board within three months from the date of 
 assessment a petition of appeal, duly verified according to law, 
 stating specifically the grounds upon which the appeal is taken 
 and the reasons why the tax is considered excessive or unjust; 
 the state board of assessors shall thereupon proceed to investi- 
 gate the contentions raised by the said petition of appeal ; and 
 for the purpose of such hearing, the officers of said corporation 
 may be summoned to appear before said board, either in person 
 or by attorney, and questioned as to the statements set forth in 
 the said petition of appeal; if, in the opinion of a majority of 
 the board, it shall appear that the tax so levied as aforesaid is 
 excessive or unjust, they shall thereupon require the officers of 
 the corporation to file with the board a corrected return, and 
 upon said corrected return the assessment shall be adjusted and 
 the tax reduced or amended as in the opinion of the board shall 
 seem proper. 
 
 (§ I of Supplement of April 8, 1897; P. L. 1897, p. 178.) 
 
 In People's Investment Co. v. Assessors, (66 N. J. Law, 175,) the Su- 
 preme Court held that the method of review prescribed by this act was not 
 exclusive ; that certiorari would still lie. 
 
 14
 
 158 ANNUAL STATE TAX. 
 
 § 163—164 S^^ ^'^° Trenton Heat & Power Co. v. Assessors, J2i N. J. Law, 370. 
 
 See Aniiicx Consol. Copper Co. v. Assessors, 69 N. J. Law, 121 ; Yellow 
 Pine Co. V. Assessors, 72 N. J. Law, 182. 
 
 Failure for three or more years to apply for the vacation of an assess- 
 ment is such laches as will bar a right to relief on certiorari. (Union Waxed 
 & Parchment Paper Co. v. Assessors, J^ N. J. Law, 374.) 
 
 163. Right of appeal waived after three months. 
 
 If the petition of appeal shall not be filed within three months 
 from the date of assessment as aforesaid, the right to appeal to 
 the state board shall be considered and treated as having been 
 waived and the amount of tax levied shall be payable and col- 
 lected as other taxes levied by said board. 
 
 (§ 2 of Supplement of April 8, 1897; P- L. 1897, p. 178.) 
 
 164. Taxes illegally assessed to be refunded. 
 
 \\'hen any corporation upon which taxes have been or shall 
 be levied under the provisions of the act to which this is a sup- 
 plement shall afterwards be found by the state board of asses- 
 sors to be not liable under the said act for such tax, it shall be 
 the duty of the said board to report and certify to the comp- 
 troller of the treasury the fact that such corporation has been 
 found to be exempt from the tax imposed by the said act, and 
 to cancel and declare null and void any taxes which may have 
 been or shall be imposed upon such exempted corporation, and 
 if any corporation has paid or shall pay the tax so improperly 
 levied the comptroller of the treasury shall be and is hereby 
 authorized upon receipt of such certificate to draw his warrant 
 upon the state treasurer in favor of the proper officer of such 
 corporation for any and all of such taxes which have been or 
 shall be paid into the state treasury. 
 
 (Supplement of March i, 1888; P. L. 1888, p. 118.) 
 
 "We understand this supplement to be applicable to cases in which this 
 court, on certiorari, adjudges the tax imposed to be unlawful in whole or 
 in part, and to enable the court in such cases, by proper proceedings against 
 the state board of assessors and the financial officers of the state, to com- 
 pel the restoration of the unlawful tax paid. Thus the court can administer 
 complete justice between the state and the corporation, without restraining 
 the collection of the tax." (Singer Sewing Machine Co. v. Assessors, 54 N. 
 J. Law, 90.)
 
 ANNUAIv STATE TAX. I 59 
 
 165. Erroneous assessments ; court may fix amount. § 165 
 
 That no tax, assessment or water rate, imposed or levied in 
 this state, shall be set aside or reversed in any court of law or 
 equity in any action, suit or proceeding for any irregularity or 
 defect in form, or illegality in assessing, laying or levying any 
 such tax, assessment or rate, or in the proceeding for collecting 
 the same, if the person against whom, or the property upon 
 which such tax, assessment or rate is assessed or laid is, in 
 fact, liable to taxation, or assessment or imposition of such 
 water rate, in respect of the purposes for which such tax, 
 assessment or rate is levied, assessed or laid; and the court in 
 which any action, suit or proceeding is or shall be pending to 
 review any such tax, assessment or water rate is required to 
 amend all irregularities, or errors, or defects, and is empowered, 
 if need be, to ascertain and determine for what sum such 
 person or property was legally liable to taxation, or assessment, 
 or water rate, and by order or decree to fix the amount thereof; 
 and the sum so fixed shall be the amount of tax, assess- 
 ment or water rate for which such person or property shall be 
 liable, and the same shall be and remain a first lien or charge 
 upon the property and persons, and collectible in the manner 
 provided by law, the same as if such tax, assessment or water 
 rate had been legally levied, assessed or imposed in the first in- 
 stance by the city, town, township, commission, board or other 
 authority attempting to make, impose or levy the same; it shall 
 be the duty of the court to make a proper levy, imposition or 
 assessment in all cases in which there may lawfully be an assess- 
 ment, imposition or levy ; and such court is hereby given full and 
 ample authority to make a lawful levy, assessment or imposition. 
 
 (Act of March 23, 1881 ; Gen. Stat., p. 3404.)
 
 CRIMES. 
 
 Supplement to ''An Act for the Punishment of Crimes." 
 (Revision of 1898.) 
 
 166. Fraudulent objects. 
 
 Any person or persons who shall organize or incorporate, or 
 procure to be organized or incorporated, any corporation or body 
 corporate under the laws of this state, with intent thereby to fur- 
 ther promote or conduct any fraudulent or unlawful object, shall 
 be guilty of a misdemeanor. 
 
 Any person or persons who, being officers, directors, mana- 
 gers or employes of any corporation or body politic incorporated 
 under the laws of this state, shall wilfully use, operate or con- 
 trol said corporation or body corporate for the furtherance or 
 promotion of any fraudulent or unlawful object, shall be guilty 
 of a misdemeanor. 
 
 (P. L. 1905, Chap. 257.) 
 
 (161)
 
 FORIVIS AND PRECBDBNTS. 
 
 The Certificate of Incorporation. 
 
 Form 1. 
 
 SHORT FORM OF CERTIFICATE. 
 
 This is to certify, that the undersigned do hereby associate them- 
 selves into a corporation, under and by virtue of the provisions of an act 
 of the Legislature of the State of New Jersey, entitled "An Act Concern- 
 ing Corporations (Revision of 1896)," and the several supplements thereto 
 and acts amendatory thereof, and do severally agree to take the number 
 of shares of capital stock set opposite their respective names 
 
 First — The name of the corporation is 
 
 Second. — The location of the principal office in this state is at No. 
 
 Street, in the of , 
 
 County of 
 
 The name of the statutory agent therein and in charge thereof, upon 
 v^'hom process against this corporation may be served is 
 
 Third. — The objects for which this corporation is formed are: (State 
 objects in detail. Add selection of general clauses suitable in connection 
 therewith; see forms 5, ct scq., and 17, et scq.) 
 
 The corporation shall have power to conduct its business in all its 
 branches, have one or more offices, and unlimitedly to hold, purchase, mort- 
 gage and convey real and personal property in the State of New Jersey, 
 and as well in all other states, and in all foreign countries. 
 
 Fourth. — The total authorized capital stock of this corporation is 
 
 dollars, divided into 
 shares of the par value of 
 dollars each. (// preferred stock is to be authorized add) : Of said stock 
 shares are to be preferred stock, and shares are to be 
 
 common stock. (TJicn add preference clauses, post.) 
 
 Fifth. — The names and post-office addresses of the incorporators and 
 the number of shares subscribed for by each, the aggregate of such sub- 
 scriptions being the amount of capital stock with which the company will 
 
 (163)
 
 164 the; ckrtificatk of incorporation. 
 
 commence business, are as follows: {The capital stock ivith zvhich the com- 
 pany zuill commence business should be not less than $1,000; Sec. 8, subdiv. 
 IV. If should not be more than tzvo-thirds preferred stock. See section 
 18, ante.) 
 
 NUMBER OF 
 NAME. POST-OFEICE ADDRESS. SHARES. 
 
 Sixth. — (Insert clauses for the regulation of tlie business and for the 
 'conduct of the affairs of the corporation, and creating, defining, limiting 
 and regulating the pozvers of the corporation, the directors and the stock- 
 holders; or a)iy class or classes of stockholders; see forms 23, et seq.) 
 
 Seventh. — (//" the duration of the company is limited add:) The period 
 of existence of this company is limited to years. 
 
 In Witness Whereof, we have hereunto set our hands and seals the 
 day of , A. D. 19 
 
 Signed, sealed and delivered "I 
 in the presence of f 
 
 Form 2. 
 
 LONG FORM OF CERTIFICATE. 
 The Company. 
 
 CERTIFICATE OF INCORPORATION. 
 Article I. — The corporate name is 
 
 Objects — Principal. • 
 
 Article II. — The objects for which the corporation is established are: 
 (State principal objects in full; see Specific Object Clauses, forms 5. et seq.) 
 
 Objects^Subsidiary. 
 
 To purchase or otherwise acquire, sell, dispose of and deal in real and 
 personal property of all kinds. 
 
 To enter into, make, perform and carry out contracts of every kind 
 and for any lawful purpose with any person, firm, association or corporation. 
 
 To issue bonds, debentures or obligations of the company from time to 
 time, for any of the objects or purposes of the company, and to secure the 
 ?ame by mortgage, pledge, deed of trust or otherwise. 
 
 To acquire, hold, use, sell, assign, lease, grant licenses in respect of, 
 ni rtgage, or otherwise dispose of letters patent of the United States or
 
 THE CERTIFICATii; OF INCORPORATION. 165 
 
 any foreign country, patents, patent rights, licenses and privileges, inven- 
 tions, improvements and processes, trade-marks and trade names, relating 
 to or useful in connection with any business of the corporation. 
 
 To purchase, hold and re-issue the shares of its capital stock. 
 
 To the extent and in the manner permitted by local laws to conduct 
 business in any of the States, Territories, colonies or dependencies of the 
 United States, and in any and all forign countries, to have one or more 
 offices therein, and therein to hold, purchase, mortgage and convey real and 
 personal property. 
 
 The foregoing clauses shall be construed both as objects and powers; 
 and it is hereby expressly provided that the foregoing enumeration of 
 specific powers shall not be held to limit or restrict in any manner the 
 powers of the corporation. 
 
 In general to carry on any other business in connection with the fore- 
 going, whether manufacturing or otherwise, and to have and to exercise 
 all the powers conferred by the laws of New Jersey upon corporations 
 formed under the act hereinafter referred to. 
 
 Capital Authorized. 
 
 Article HI. — The corporation is authorized to issue capital stock to 
 the extent of dollars ($ ) , divided into shares 
 
 of the par value of dollars ($ ) each. 
 
 Preferred Stock Clauses. 
 
 (Where more tliaii one class of stock is desired, add cumulative or non- 
 cumulative preferred stock clauses, post.) 
 
 Regulations .\nd Limitations. 
 
 Article IV.- — In furtherance and not in limitation of the powers con- 
 ferred by statute, the board of directors are expressly authorized : 
 
 To hold their meetings, to have one or more offices, and to keep the 
 books of the company within or without the State of New Jersey, at such 
 places as may be from time to time designated by them ; but the company 
 shall always keep at its registered office in New Jersey a transfer book in 
 which the transfers of stock can be made, entered and registered, and also 
 a stock book containing the names and addresses of the stockholders, and 
 the number of shares held by them respectively, which shall be at all times 
 during business hours open to the inspection of the registered stockholders 
 in person. 
 
 To determine from time to time whether, and, if allowed, under what 
 conditions and regulations the accounts and books of the company (other 
 than the stock and transfer books), or any of them, shall be open to the 
 inspection of the stockholders, and the stockholders' rights in this respect 
 are and shall be restricted or limited accordingly.
 
 l66 THE CERTIFICATE OE INCORPORATION. 
 
 To make, alter, amend and rescind the by-laws of the company, to fix 
 the amount to be reserved as working capital, to fix the times for the 
 declaration and payment of dividends, to authorize and cause to be exe- 
 cuted mortgages and liens upon the real and personal property of the 
 company; provided, always, that a majority of the whole board concur 
 therein. 
 
 With the consent in writing and pursuant also to the affirmative vote 
 of the holders of a majority of the stock issued and outstanding, at a stock- 
 holders' meeting duly called for that purpose, to sell, assign, transfer or 
 otherwise dispose of the property of the company as an entirety; provided, 
 always, that a majority of the whole board concur therein. 
 
 By a resolution passed by a majority vote of the whole board, under 
 suitable provision of the by-laws to designate two or more of their 
 number to constitute an executive committee, which committee shall, for 
 the time being, as provided in said resolution, or in the by-laws, have and 
 exercise any or all of the powers of the board of directors which may be 
 lawfully delegated in the management of the business and affairs of the 
 company, and shall have power to authorize the seal of the company to be 
 affixed to all papers which may require it. 
 
 The company may use and apply its surplus earnings or accumulated 
 profits to the purchase or acquisition of property, and to the purchase or 
 acquisition of its own capital stock from time to time, to such extent and in 
 such manner, and upon such terms as its board of directors shall deter- 
 mine; and neither the property nor the capital stock so purchased and ac- 
 quired shall be regarded as profits for the purpose of declaration or pay- 
 ment of dividends, unless otherwise determined by a majority of the board 
 of directors. 
 
 Subject to the foregoing provisions, the by-laws may prescribe the 
 number of directors to constitute a quorum at their meetings, and such num- 
 ber m.ay be less than a majority of the whole number. 
 
 The company reserves the right to amend, alter, change or repeal any 
 provision contained in this certificate in the manner now or hereafter pre- 
 scribed by statute for the amendment of the certificate of incorporation. 
 
 Registered Office. 
 
 Article V.— The registered office of the company is (the same being 
 also the post-office address of the subscribing incorporators) and 
 
 is designated as the statutory agent therein, 
 in charge thereof, and upon whom process against this company may be 
 served. 
 
 Article VI. — The capital stock with which the company begins busi- 
 ness is subcribed by the undersigned incorporators, severally, according 
 to the number of shares set opposite their respective names. 
 
 Pursuant to an Act of the Legislature of New Jersey, entitled "An 
 Act Concerning Corporations (Revision of 1896)," and the acts amenda-
 
 THE CERTIFICATE OF INCORPORATION. 167 
 
 tory thereof and supplemental thereto, for the purpose of forming a cor- 
 poration thereunder of unlimited duration, to do business, both within and 
 without the State of New Jersey, the undersigned have signed this certificate 
 and affixed their heals hereto. 
 
 NO. OF SHARES TAKEN BY 
 NAMES. EACH SUBSCRIBER. AMOUNT. 
 
 [t. S.] $ 
 
 [L. S] 
 [L. S] 
 
 Amount with which the company will begin business : $ 
 
 Witness to the foregoing signatures : 
 
 (Add acknozvledgment.) 
 
 [For non-cumulative preferred stock, use (i) and (2). For cumu- 
 lative preferred stock, use (i) and ("3.)] 
 
 (i) Of said capital stock shares shall be preferred 
 
 stock and the balance shares shall be common stock. 
 
 Non-Cumulative Preferred Stock. 
 
 (2) The preferred stock may be issued as and when the board of 
 directors shall determine, and shall entitle the holders thereof to receive 
 out of the surplus or net earnings of each fiscal year, and the corporation 
 shall be bound to pay thereon, as and when declared by the board of di- 
 rectors, a non-cumulative dividend at the rate of but never exceeding 
 per centum per annum,t payable yearly, half-yearly, or quarterly, before 
 any dividend shall be set apart or paid on the common stock for such year ; 
 the remainder of the surplus or net earnings may, in the discretion of the 
 board of directors, be distributed as dividends among the holders of the com- 
 mon stock, as and when the board shall determine. 
 
 In case of liquidation or dissolution or distribution of assets of the 
 corporation, the holders of preferred stock shall be paid the par amount 
 of their preferred shares before any amount shall be payable to the hold- 
 ers of the common stock ; and after the payment of the par amount of the 
 common stock to the holders thereof, the balance of the assets and funds 
 shall be distributed ratably among all the shareholders, without preference. 
 
 (a) The preferred shares may, by vote of a majority of the board of 
 directors, be redeemed at any time after three years from their issue, at the 
 price of $ per share. 
 
 tFixed dividends on preferred stock must not exceed 8 per cent. See sec. 18, ante.
 
 l68 THE CERTIFICATE OF INCORPORATION. 
 
 (b) All or any of the rights and privileges attached to the preferred 
 and common stock, respectively, may be modified by a certificate of amend- 
 ment authorized and filed in the manner provided by Section 27 of "An 
 Act Concerning Corporations (Revision of 1896)," for the alteration or 
 amendment of the certificate of incorporation. 
 
 Cumulative Preferred Stock. 
 
 (3) The preferred stock may be issued as and when the board of di- 
 rectors shall determine, and shall entitle the holders thereof to receive out 
 of the surplus or net earnings, and the corporation shall be bound to pay 
 thereon, as and when declared by the board of directors, a dividend at the 
 rate of but never exceeding per centum per annum cumulative from 
 
 and after the day of 19 . payable yearly, half-yearly, or 
 
 quarterly, before any dividend shall be set apart or paid on the common 
 stock; provided, however, that whenever a dividend is paid on the pre- 
 ferred stock and all prior dividends thereon have been paid, the directors 
 shall, if in their judgment the surplus or net profits, after deducting the 
 amount of dividends to accrue on the preferred stock during the current 
 year, shall be sufficient for such purpose, have power then or thereafter to 
 declare and pay a dividend on the corhmon stock. 
 
 In case of liquidation or dissolution or distribution of assets of the cor- 
 poration, the holders of preferred stock shall be paid the par amount of 
 their preferred shares and the amount of dividends accumulated and tin- 
 paid thereon before any amount shall be payable to the holders of the com- 
 mon stock ; and after the payment of the par amount of the common stock 
 to the holders thereof, the balance of the assets and funds shall be distributed 
 ratably among all the shareholders, without preference. 
 
 (Add redemption clause (a) as above.) 
 
 (Add modification of rights clause (b) as above.) 
 
 Form 3. 
 
 ACKNOWLEDGMENT. 
 
 State of ) 
 
 County of \ ^^■ 
 
 Be it remembered, that on this day of A. D. 
 
 19 , before me, a 
 
 personally appeared who, I am 
 
 satisfied, are the persons named in and who executed the foregoing cer- 
 tificate, and I having made first made known to them the contents thereof, they 
 did each acknowledge that they signed, sealed and delivered the same as 
 their voluntary act and deed.
 
 SPECIFIC OBJECT CLAUSES. 169 
 
 Form 4. 
 
 PROOF BY SUBSCRIBING WITNESS. 
 
 State of 
 County op 
 
 h 
 
 Be it remembered, that on the day of , A. D. 
 
 19 , before me, the subscriber, personally appeared 
 
 , who, being by me duly sworn, on his oath 
 did depose and say, that he saw (insert names of incorporators), the per- 
 sons named in the foregoing certificate, sign, seal and deliver the same 
 as their voluntary act and deed, and that the deponent at the same time sub- 
 scribed his name thereto as a witness of the execution thereof. 
 
 Subscribed and sworn to before me "| 
 the day and year aforesaid, t 
 
 Specific Object Clauses. 
 Form 5. 
 
 ACQUISITION OF EXISTING BUSINESS. 
 
 To acquire and take over as a going concern the business now carried 
 on at No. Street under the style 
 
 or firm of A. B. & Co., and all or any of the assets and liabilities of the 
 proprietors of that business in connection therewith. 
 
 Form 6. 
 
 BUILDING CONTRACTORS. 
 
 To make, enter into, perform and carry out contracts for constructing, 
 altering, decorating, maintaining, furnishing, fitting up and improving build- 
 ings of every sort and kind ; to advance money to and enter into contracts 
 and arrangements of all kinds with builders, property owners and others; 
 to carry on in all their respective branches the business of builders, con- 
 tractors, decorators, dealers in stone, brick, timber, hardware, and other 
 building materials or requisites ; to purchase for investment or resale, and 
 to sell houses, lands, real property of all kinds and any interest therein, and 
 generally to deal in, sell, lease, exchange or otherwise deal with lands, build- 
 ings and any other property, whether real or personal.
 
 170 SPECII^IC OBJECT CLAUSES. 
 
 Form 7. 
 
 COAL. 
 
 To buy and sell bituminous and semi-bituminous coal, and to act as 
 the agent of coal companies in selling their coal, and to make contracts with 
 coal companies in reference to handling and selling their coal on such terms 
 as may be agreed upon, and for the purpose of handling coal, to own or 
 rent storehouses, docks, piers and any real estate necessary to the carrying on 
 of the said business. 
 
 Form 8. 
 DRY GOODS. 
 
 To cari-y on all or any of the businesses of manufacturers, merchants, 
 wholesale and retail, importers, exporters, generally without limitation as 
 to class of products and merchandise, but especially of dry goods of every 
 class and description, including laces, embroideries and white goods, linens, 
 silks, notions, ribbons, handkerchiefs, gloves, curtains, textile fabrics of all 
 kinds, household fittings and all articles and commodities of personal and 
 household use and consumption. 
 
 Form 9. 
 
 ENGINEERING. 
 
 To carry on the business of mechanical engineers and dealers m and 
 manufacturers of plants, engines and other machinery, tool makers, brass 
 founders, metal workers, boiler makers, millwrights, machinists, iron and 
 steel converters, smiths, builders, metallurgists, electrical, civil and water 
 supply engineers, and to buy, sell, manufacture, repair, convert, alter, let 
 or hire and deal in machinery, implements, rolling stock and hardware of 
 all kinds ; to build, construct and repair railroads, water, gas and electric 
 works, tunnels, bridges, viaducts, canals, hotels, wharves, piers, or any like 
 work of internal improvement, public use or utility. 
 
 Form 10. 
 
 INVESTMENT COMPANY. 
 
 To issue shares, stock, debentures, debenture stock, bonds, and other 
 obligations; to invest the money so obtained in, and to hold, sell and deal
 
 SPECIFIC OBJECT CEAUSES. 17I 
 
 with stock, shares, bonds, debentures, debenture stock and securities of 
 any government, state, corporation, public or private, or other body or au- 
 thority ; to vary the investment of the company ; to mortgage or charge 
 all or any part of the property and rights of the company, including its un- 
 ca^lled capital ; to make advances upon, hold in trust, issue on commission, 
 sell or dispose of any of the investments aforesaid, or to act as agent for 
 any of the above or like purposes. 
 
 Form 11. 
 
 MANUFACTURING. 
 
 To purchase, lease, or otherwise acquire lands and buildings in 
 
 or elsewhere for the erection and establishment of a manufactory 
 or manufactories, and workshops, with suitable plant, engines and ma- 
 chinery, with a view to manufacture, purchase, sell or otherwise deal in 
 
 , either directly or indirectly, through the medium of agents 
 or otherwise ; in particular to acquire the business now carried on by 
 
 , with the land and buildings, plant, stock and other proper- 
 ties connected with the business, and also the good-will of the said busi- 
 ness, and the benefit of all pending contracts, and the stock-in-trade 
 thereof, together with the patents and other rights and privileges relating 
 to said business, vested in or held on behalf of them ; to purchase or other- 
 wise acquire patents, patent rights and privileges, improvements or secret 
 processes for or in any way relating to all or any of the objects aforesaid, 
 and to grant licenses for the use of, or to sell or otherwise deal with any 
 patents, patent rights and privileges, improvements or secret processes ac- 
 quired by the company ; to sell, lease or otherwise deal with real and personal 
 propert.v of the company. 
 
 Form 12. 
 
 MINING. 
 
 To carry on the business of mining, milling, concentrating, converting, 
 smelting, treating, preparing for market, manufacturing, buying, selling, 
 exchanging and otherwise producing and dealing in gold, silver, copper, 
 lead, zinc, brass, iron, steel and in all kinds of ores, metals and minerals, 
 and in the products and by-products thereof of every kind and description, 
 and by whatsoever process the same can be or may hereafter be produced; 
 and generally and without limit as to amount to buy, sell, exchange, lease, 
 acquire and deal in lands, mines and minerals, rights and claims, and in the 
 above specified products, and to conduct all business appurtenant thereto.
 
 172 SPECIFIC OBJECT CLAUSES. 
 
 Form 13. 
 
 PATENT MEDICINES. 
 
 To acquire and take over as a going concern the undertaking of 
 
 , and all or any of its assets and liabilities, 
 and in particular the recipes, formulse and full information as to the pro- 
 cesses of manufacturing, and the right to manufacture and deal in certain 
 medicinal preparations known as 
 
 To carry on the manufacture and sale of the said medicines and prepara- 
 tions, and generally to carry on the business of manufacturers, buyers, and 
 sellers of and dealers in all kinds of medicines and medicinal preparations 
 and drugs whatsoever. 
 
 To carry on all or any of the businesses of chemists, druggists, chemical 
 manufacturers and importers, and manufacturers of and dealers in phar- 
 maceutical and medicinal preparations. 
 
 To manufacture, buy, sell, and deal in mineral waters, wines, cordials, 
 liquors, soups, broths and other restoratives or foods specially suitable or 
 deemed to be suitable for invalids and convalescents. 
 
 To adopt such means of making known the products of the company 
 as may seem expedient, and in particular by advertising in the press, by 
 circulars, by purchase and exhibition of works of art or interest, by publica- 
 tion of books and periodicals, and by granting prizes, rewards and dona- 
 tions. 
 
 Form 14. 
 
 PUBLISHERS. 
 
 To manufacture, publish, buy, sell and deal in all kinds of books, periodi- 
 cals and stationer's supplies, as well as all raw materials, which enter into 
 the composition thereof, and generally to do any and all things incidental to 
 said business. 
 
 Form 15. 
 
 REALTY. 
 
 To purchase, lease, hire or otherwise acquire real and personal property, 
 improved and unimproved, of every kind and description, and to sell, dispose 
 of, lease, convey and mortgage said property, or any part thereof. To acquire, 
 hold, lease, manage, operate, develop, control, build, erect, maintain for the 
 purposes of said company, construct, re-construct or purchase, either directly 
 or through ownership of stock in any corporation, any lands, buildings, offices, 
 stores, warehouses, mills, shops, factories, plants, gas houses, machinery.
 
 GENERAL CLAUSES, 173 
 
 rights, easements, permits, privileges, franchises and licenses, and all other 
 things which may at any time be necessary or convenient in the judgment 
 of the Board of Directors for the purposes of the company. To sell, lease, 
 hire, or otherwise dispose of the lands, buildings or other property of the 
 company, or any part thereof. 
 
 Form 16. 
 
 STEAMSHIP. 
 
 Building, buying, selling, equipping, operating and owning steamships, 
 steamboats, sailing ships, boats and other property to be used in such busi- 
 ness, trade, commerce and navigation ; purchasing and selling, owning and 
 holding, mortgaging and leasing all kinds of vessels and boats, their apparel 
 and tackle, wharfs, water rights, piers and lands in New Jersey, and in the 
 other states of the United States, and in such other places as the business 
 of such steamship company may seem to require, or as may be necessary or 
 convenient for the business of the company. 
 
 General Clauses. 
 Form 17 
 
 To manufacture and sell: 
 
 To manufacture, purchase or otherwise acquire, hold, own, mortgage, 
 sell, assign and transfer, invest, trade, deal in and deal with goods, wares and 
 merchandise and property of every class and description. 
 
 Form 18. 
 To purchase property: 
 
 Generally to purchase, take on lease or in exchange, hire or otherwise 
 acquire, any real and personal property, and any rights or privileges which 
 the company may think necessary or convenient for the purposes of its 
 business. 
 
 Form 19. 
 Patents — short form: 
 
 To deal with patents, acquire those taken out by others, acquire or grant 
 licenses in respect to patents, or work, transfer, or do whatever else with them 
 mav be thought fit.
 
 174 CLAUSKS REGULATING BUSINESS, &C. 
 
 Form 20. 
 
 To acquire other businesses: 
 
 To acquire the good-will, rights, property and assets of all kinds, and 
 to undertake the whole or any part of the liabilities of any person, firm, asso- 
 ciation or corporation, and to pay for the same in cash, stock, bonds, deben- 
 tures or other securities of this corporation, or otherwise. 
 
 Form 21. 
 To issue bonds, etc., in discretion of directors: 
 
 To issue bonds, debentures or obligations of the company, from time to 
 time, for any of the objects or purposes of the company, and to secure the 
 same by mortgage or mortgages, or deed or deeds of trust, or pledge, or lien 
 on any or all of the real and personal property, rights, privileges and fran- 
 chises of the company wheresoever situated, acquired and to be acquired, and 
 to sell or otherwise dispose of any or all of the same, all in such manner and 
 upon such terms as the board of directors may deem judicious. 
 
 Form 22. 
 
 To conduct business in other states: 
 
 To conduct its business and have one or more offices, and unlimitedly 
 and without restriction to hold, purchase, lease, mortgage and convey real 
 and personal property in or out of this state, and in such place and places in 
 the several states and territories of the United States, colonial possessions or 
 territorial acquisitions of the United States, and in foreign countries, as shall 
 from time to time be found necessary and convenient for the purposes of the 
 company's business. 
 
 Clauses Regulating Business, Etc. 
 
 The certificate of incorporation may contain any provision which the in- 
 corporators may choose to insert for the regulation of the business and for 
 the conduct of the affairs of the corporation, and any provision defining, 
 limiting and regulating the powers of the corporation, the directors and 
 the stockholders, or any class or classes of stockholders. 
 
 These clauses may be greatly varied. 
 
 Form 23. 
 Classification of directors: 
 
 The directors of said corporation shall be classified, in respect to the 
 time for which they shall severally hold office, into five classes. The first
 
 CLAUSES REGULATING BUSINESS, &C. 175 
 
 class shall be elected for a term of five years ; the second class shall be elected 
 for a term of four years; the third class shall be elected for a term of three 
 years ; the fourth class shall be elected for a term of two years ; the fifth 
 class shall be elected for a term of one year ; and at each annual election after 
 the first, the successors to the class of directors whose terms expire in that 
 year shall be elected to hold office for the term of five years, so that the term 
 of office of at least one class shall expire in each year. 
 
 Form 24. 
 Limitation on power to create mortgages: 
 
 The corporation shall not issue bonds or execute any mortgage or chattel 
 mortgage upon its property or franchises without the consent of the stock- 
 holders owning at least ninety per cent, of the preferred stock of the corpora- 
 tion, which consent shall either be in writing and be filed in the office of the 
 corporation, or shall be given by a vote at a stockholders' meeting called for 
 the purpose. 
 
 Form 25. 
 Directors and officers not subject to removal: 
 
 Neither the directors nor the members of the executive committee nor 
 the president or vice-president shall be subject to removal during their respec- 
 tive terms of office, by the stockholders or otherwise, nor shall their terms of 
 office be diminished during their tenure. 
 
 (See p. 29, ante.) 
 
 Form 26. 
 Cumulative voting: 
 
 At all elections of directors, each stockholder shall be entitled to as many 
 votes as shall equal the number of his shares of stock multiplied by the num- 
 ber of directors to be elected, and he may cast all of such votes for a single 
 director or may distribute them among the number to be voted for or any two 
 or more of them as he may see fit. 
 (See §350, ante.) 
 
 Note. — As pointed out in the note to §17. page 29, ante, the above 
 clause probably does not apply to amendment of the certificate of in- 
 corporation, increase and decrease of the capital stock, and the otht'r 
 matters provided for by §27.
 
 176 THK BY-LAWS. 
 
 THE BY-LAWS. 
 
 MATTERS TO BE PROVIDED FOR IN THE BY-LAWS. 
 (The references are to sections of the General Corporation Act.) 
 (i) The number of directors should be fixed. Afterwards the number 
 may be altered. §1, subdiv. VI. 
 
 (2) Provisions for the management of the corporate property. §1, sub- 
 div. VI. 
 
 (3) Provisions for the regulation and government of the affairs of the 
 company. §1, subdiv. VI. 
 
 (4) The time of the annual election should be fixed. The place of the 
 election, i. c, the registered office of the company, is required to be fixed by 
 the certificate of incorporation. §8, subdiv. II; §12. 
 
 (5) Classification of directors if authorized by certificate of incorporation. 
 
 §1. 
 
 (6) Provide whether officers shall be elected by stockholders or directors. 
 
 (7) Duties of president, secretary and treasurer. §13. 
 
 (8) Treasurer's bond. §13. 
 
 (9) Manner of election or appointment and tenure of other officers, 
 agents, &c. §14. 
 
 (10) Filling of vacancies among directors and officers. If no provision 
 is made vacancies are filled by the board of directors. §15. 
 
 (11) Manner of calling and conducting meetings. §17. 
 
 (12) Qualification of voters at meetings of the stockholders, whether one 
 or more shares are necessary for each vote. §§17; 36. 
 
 (13) Fix quorum for stockholders' meetings. §§17, 34- 
 
 (14) Manner of transferring stock and regulations as to transfers. §1, 
 subdiv. VI ; §20. 
 
 (15) Number of shares to entitle stockholders to one vote at elections. 
 
 §36. 
 
 (16) Qualification of directors. §39. 
 
 (17) Establishment of office outside of state, and authority to directors to 
 keep books out of state. §44. 
 
 (18) Date of declaration of dividends. §47. 
 
 (19) Power to directors to fix amount to be reserved as working capital. 
 
 §47- 
 
 No form of by-laws can be given which may be safely followed under all 
 circumstances. The by-laws are a supplement to the certificate of incorpora- 
 tion and should follow and complete the scheme of organization laid therein, 
 especially with reference to the government of the internal affairs of the com- 
 pany. As the former requires the services of skilled counsel, so the latter re- 
 quire like assistance, and no ready-made form of by-laws would, without 
 modification, be valuable for general use. The sections pertaining to the 
 business management of the company are specially susceptible of changes to 
 meet the requirements of each case.
 
 the; by-laws. J77 
 
 Form 27. 
 BY-LAWS. 
 Meetings of stockholders: 
 
 1. All meetings of stockholders shall be held at the registered office in 
 New Jersey. (Sec. 44, ante.) 
 
 2. A majority of the stock issued and outstanding represented by the 
 holders thereof, either in person or by proxy, shall be a quorum at all meet- 
 ings of stockholders. 
 
 3. The annual meeting of stockholders, after the year 19 , shall be 
 held on the first day of , in each year, at 
 
 M., when they shall elect, by a plurality vote, by ballot, the board of di 
 rectors as constituted in number and otherwise by these by-laws, each stock- 
 holder being entitled to one vote in person or by proxy, for each share of 
 stock standing registered in his or her name on the twentieth day preceding 
 the election, exclusive of the day of such election. 
 
 4. Notice of the annual meeting shall be mailed to each stockholder, at 
 his address as the same appears upon the records of the company at least 
 days prior to the meeting. 
 
 5. At such annual meeting, if a majority of the stock shall not be repre- 
 sented, the stockholders present shall have power to adjourn to a day certain, 
 and notice of the meeting of the adjourned dav shall be given by depositing the 
 same in the post office addressed to each stockholder at least five days before 
 such adjourned meeting, exclusive of the day of mailing, but if a majority of 
 the stock be present in person or by proxy they shall have power from time to 
 time to adjourn the annual meeting to any subsequent day or days, and no 
 notice of the adjourned meeting need be given. 
 
 6. Special meetings of the stockholders shall, at the request of any direc- 
 tor, be called by the secretary by mailing a notice stating the object of such 
 meeting, at least days prior to the date of meeting, to each stockholder 
 of record at his address, as the same appears on the records of the company. 
 
 Directors: 
 
 7. The directors, in number, shall be chosen from the stockhold- 
 ers and shall hold office for one year and until others are elected and qualify 
 in their stead. The number of directors may be increased or decreased bj' 
 amendment of this provision of the bv-laws. 
 
 Meetings of directors; ()uorum: 
 
 8. Stated meetings of the directors shall be held without notice on the 
 first day of each month at m. at the office of the company in 
 the city of 
 
 9. A majority of the directors in office shall constitute a quorum for the 
 transaction of business. 
 
 10. Special meetings of the board may be called by the president on one 
 day's notice by mail or personally to each director.
 
 178 THE BY-LAWS. 
 
 11. 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 the 
 State of New Jersey, in the City of or such other place or places 
 as they may from time to time determine. 
 
 Powers of the directors: 
 
 12. The board of directors shall have the management of the business of 
 the company, and may, subject to the provisions of the statute, of the charter 
 and of these by-laws, exercise all such powers and do all such things as may 
 be exercised or done by the corporation. 
 
 Executive committee: 
 
 13. There may be an executive committee of directors appointed 
 by the board, who shall meet when they see fit. They shall have authority to 
 exercise all the powers of the board at any time when the board is not in 
 session. 
 
 14. The executive committee may act by the written consent of a quorum 
 thereof, although not formally convened. 
 
 Officers: 
 
 15. At the first meeting after the annual election of directors, when there 
 shall be a quorum, the board of directors shall appoint a president and vice- 
 president from their own number who shall hold office for one year and until 
 their successors are appointed and qualify. 
 
 16. The board shall also annually choose a secretary and a treasurer (or 
 one person to act as both secretary and treasurer), who need not be members 
 of the board, who shall hold office for one year, subject to removal by the 
 board at any time, with or without cause. The board may also appoint; and 
 -emove such other officers and agents as they deem proper. 
 
 President: 
 
 17. The president shall be the chief executive officer and head of the 
 company, and in the recess of the board of directors and of the executive com- 
 mittee shall have general control and management of its business and affairs. 
 He shall, with the treasurer, sign all certificates of stock. 
 
 Vice-president: 
 
 18. The vice-president shall be vested with all the powers, and shall pe - 
 form all the duties of the president in his absence, and shall also perform 
 such other duties as shall from time to time be assigned to him by the 
 president or the board of directors. 
 
 Secretary: 
 
 19. The secretary shall be cx-ofUcio clerk of the board of directors and 
 of the standing committees; he shall attend all sessions of the board, and
 
 THE BY-LAWS. 179 
 
 shall record all votes and the minutes of all proceedings in a book to be 
 kept for tliat purpose. 
 
 20. He shall give notice of all calls for instalments to be paid by the 
 stockholders, and shall see that proper notice is given of all meetings of the 
 stockholders and of the board of directors. 
 
 21. He shall be sworn to the faithful discharge of his duty and shall 
 perform such duties as may be required by the board of directors or the 
 president. 
 
 Treasurer: 
 
 22. The treasurer shall keep full and accurate accounts of receipts and 
 disbursements in books belonging to the company, and shall deposit all 
 moneys and other valuable effects in the name and to the credit of the com- 
 pany in such depositories as may be designated by the board of directors. 
 
 2^. He shall disburse tiie funds of the company as may be ordered by the 
 board, taking proper vouchers for such disbursements, and shall render to the 
 president and directors at the regular meetings of the board, and whenever 
 they may require il, an account of all his transactions as treasurer and of the 
 financial condition of the company. He shall, with the president, sign all 
 certificates of stock. 
 
 Vacancies: 
 
 24. If the office of any director or member of the executive committee, 
 or of the president, vice-president, secretary or treasurer, one or more, be- 
 comes vacant, by reason of death, resignation, disqualification or otherwise, 
 the remaining directors, although less than a quorum, by a majority vote, may 
 elect a successor or successors, who shall hold office for the unexpired term. 
 
 Duties of officers may be delegated: 
 
 25. In case of the absence of an officer of the company, or for any other 
 reason that may seem sufficient to the board, the board of directors may dele- 
 gate his powers and duties for the time being to any other officer, or to any 
 director. 
 
 Officers: 
 
 26. The company may have an office and transact business in the City of 
 
 , State of , and at such other places as the board of 
 
 directors may from time to time appoint or the business of the company may 
 require. 
 
 Fiscal year: 
 
 27. The fiscal year of the company shall begin the first day of 
 in each year. 
 
 Dividends: 
 
 28. Dividends upon the capital stock of the company when earned shall be 
 payable annually on the first day of in each year.
 
 l8o ORGANIZATION MEIETINGS. 
 
 29. Before payment of any dividends or making any distribution of profits, 
 there may be set aside out of the net profits of the company such sum or sums 
 as the directors from time to time in their absolute discretion think proper 
 as a reserve fund to meet contingencies, or for equalizing dividends, or for 
 repairing or maintaining any property of the company, or for any such other 
 purpose as the directors shall think conducive to the interests of the company. 
 
 Waiver of notice: 
 
 30. Any stockholder or director may waive any notice required to be 
 given under these by-laws. 
 
 Amendment of by-laws: 
 
 31. The stockholders, by the vote of a majority of the stock issued and 
 outstanding, may at any annual or special meeting alter or amend these by- 
 laws if notice thereof be contained in the notice of the meeting. 
 
 32. The board of directors, by a vote of members, may alter 
 or amend these by-laws at any time, provided days' notice in writing 
 shall have been given to each of the directors of the proposed amendment. 
 
 ORGANIZATION MEETINGS. 
 
 First Meeting of Incorporators. 
 
 After filing the certificate of incorporation with the Secretary of State, a 
 meeting of the incorporators should be held at the registered office in New 
 Jersey, and the preliminary formal organization of the company effected. 
 
 The common practice is for the incorporators to sign a written waiver 
 of notice fixing the time and place of the meeting. 
 
 A certified copy of the certificate of incorporation should be presented, 
 and it is usual to enter it at length in the minutes. 
 
 The by-laws should be adopted section by section, and these should also 
 be entered at length in the minutes. 
 
 Inspectors of election should be appointed and sworn preliminary to the 
 election of directors, which should then be held. It is not necessary that the 
 inspectors should be stockholders. If the persons to be elected directors are 
 not subscribers to the certificate of incorporation, they may qualify by having 
 assignments of subscription made to them by one of the incorporators. 
 
 A waiver by the stockholders of notice of assessment upon the capital 
 stock should be signed and presented and also entered at length upon the 
 minutes. 
 
 A resolution authorizing the directors to assess the stock, in accordance 
 with the terms of the waiver, should be passed. 
 
 In case the company is formed for the purpose of taking over an existing 
 business or purchasing certain property the stockholders should authorize the
 
 MINUTES OF FIRST MEETING OE INCORPORATORS.. 151 
 
 directors to take over and purchase the business or property and pay for it in 
 stock of the company, or partly in stock and partly in cash or obligations of 
 the company, as the circumstances of the case may require. 
 
 It is wise at this point to authorize the issue of stock from the amount 
 named in the certificate of incorporation as the amount with which the 
 company will begin business, to the amount authorized by the charter as the 
 total amount of capital. This can be done by resolution at this time and avoid 
 the necessity of calling another stockholders' meeting, leaving it within the 
 power of the directors, at their discretion, to issue the additional stock. 
 
 The design of the seal of the company should be adopted and the form 
 of the stock certificate should also be passed upon and approved and entered 
 at length in the minutes. 
 
 There is no necessity for any fixed number of incorporators to be 
 present in person at this meeting; it is legal and not unusual for all the in- 
 corporators to attend by proxy. 
 
 First Meeting of Directors. 
 
 The meeting of the directors need not be held in New Jersey. It 
 may, if the certificate of incorporation or by-laws so provide, be held at any 
 place fixed upon and agreed to by the directors as evidenced by a waiver 
 signed by them all, fixing the time, place and object of the meeting. 
 
 The minutes of the stockholders' meeting should be read and recommenda- 
 tions, if any, acted upon. 
 
 The board should elect the officers of the company. 
 
 The oath should be administered to the secretary. 
 
 The treasurer should give a bond, the form, the amount and the sureties 
 or surety being passed upon and approved by the board. 
 
 If the by-laws provide for an executive committee the members should 
 be appointed. 
 
 The secretary should be given authority to procure the corporate books, 
 seal, etc. 
 
 A resolution should be placed upon the records in the form required by 
 the bank with which the company is to deposit, authorizing the treasurer to 
 open a bank account with the bank and designating the manner in which 
 checks and drafts shall be signed, whether by one officer or more. A certified 
 copy of this resolution should be filed with the bank. 
 
 A resolution should be passed appointing the statutory registered agent 
 in New Jersey. 
 
 The directors should also pass a resolution with regard to the office of 
 the company outside of the State of New Jersey, and, if desired, should 
 authorize meetings of the board to be held at the office out of the state. 
 
 A formal resolution is usual directing the officers in accordance with the 
 resolution of the stockholders to call the assessment of stock, and also direct- 
 ing the proper officers of the company to complete the purchase of the prop- 
 erty, if any, specified in the minutes of the stockholders' meeting, and to issue
 
 l82 ORGANIZATION MEETINGS. 
 
 stock therefor. An agreement of sale should also be presented, approved and 
 ordered to be executed in behalf of the company. 
 
 Care should be taken in this resolution to recite that the directors have 
 passed upon the value of the property and that in their judgment it is of 
 the value placed upon it and for which the stock is to be issued. 
 
 If the stockholders have passed a resolution authorizing the directors to 
 issue the stock beyond the amount named in the charter as the amount with 
 which the company will begin business, a resolution effectuating such issue 
 may be passed. 
 
 If the corporation is to do business in any state requiring a certificate or 
 statement to be filed, authority should be given to the proper officers to exe- 
 cute such certificate in conformity with the laws of such state. 
 
 Finally a direction should be placed upon the record, that the secretary 
 forthwith file in the office of the Secretary of State the statement required by 
 Section 43. as amended in 1900. 
 
 These are the formal provisions, and any further or other provisions or 
 special matters should be inserted at length. Any bills which have been paid 
 or are to be paid should be passed upon and audited. 
 
 If the company is organized for the purpose of taking over an existing 
 business, it is usual to send out a circular informing the customers, and some- 
 times a notice is published in the newspapers mentioning the change of the 
 firm into a corporation, with a statement that all of the shares are taken up 
 by the copartners, or otherwise, in accordance with the facts. 
 
 Form 28. 
 
 MINUTES OF FIRST MEETING OF INCORPORATORS. 
 
 The first meeting of the corporation was held on the day of 
 
 ,19 , at M., at the office of 
 
 (designated in the certificate of incorporation as the registered office of the 
 company), pursuant to a written waiver of notice signed by all the incor- 
 porators, fixing said time and place. 
 
 The following incorporators were present or represented : 
 
 {Insert names of incorporators and number of shares held by each, and state 
 whether present in person or represented by proxy.) 
 
 On motion Mr. was elected chairman, and Mr. was 
 
 appointed secretary of the meeting. 
 
 The chairman reported that the certificate of incorporation of the com- 
 pany was recorded in the office of the clerk of County, on the 
 day of , 19 , and was filed on the day of , 
 19 , in the office of the Secretary of State, and presented a certified copy of 
 said certificate of incorporation.
 
 MINUTES OF FIRST MEETING OF INCORPORATORS. l8^^ 
 
 The secretary presented and read the waiver of notice of the meeting. 
 
 The secretary presented a form of by-laws for the regulation of the affairs 
 of the company, which were read article by article and unanimously adopted. 
 
 Messrs. were appointed inspectors 
 
 of election and the oath was duly administered to them. 
 
 The secretary presented the following transfers of subscription to take 
 effect when accepted by the company: {To qualify directors.) 
 
 Messrs. (names of persons to be elected directors) were nominated for 
 directors of the company, to hold office for the ensuing year. No other nom- 
 inations having been made, the polls were duly opened, and ballot having been 
 duly had, and all the stockholders having voted, the polls were declared closed 
 and the inspectors presented their certificate showing that the aforesaid gen- 
 tlemen had been elected directors of the company. 
 
 Upon motion, duly seconded, the transfers of subscription presented at 
 this meeting were approved and accepted in behalf of the company. 
 
 Upon motion, duly made and seconded, and by the affirmative vote of all 
 present, the following resolution was adopted : 
 
 Ordered, that in compliance with the laws of New Jersey and the charter 
 of the company the principal and registered office of the company in New Jer- 
 sey be established and maintained at 
 
 That a sign with the company's name thereon be conspicuously displayed 
 at the entrance of said office. 
 
 That a transfer book, in which transfers of stock may be registered, and 
 a stock book, containing the names and addresses of the stockholders and the 
 number of shares held by each, be kept at said office, open to the inspection of 
 any stockholder during business hours. 
 
 That any stockholder of the company shall be entitled to a list of the 
 stockholders with their addresses and the number of shares held by each, upon 
 prepayment to the registered agent of a reasonable fee to be fixed by it for 
 making the same. 
 
 That be and hereby is appointed the agent of this com- 
 
 pany in charge of said office and books, and that process against this company 
 may be served upon said 
 
 That said be and hereby is authorized to register transfers 
 
 of stock. 
 
 The secretary was ordered to send a copy of the foregoing resolution, 
 duly sertified by him under the corporate seal, to 
 
 The secretary presented and read a waiver of notice of assessment and of 
 the time and place of payment thereof, signed by all the incorporators. 
 
 The board of directors were authorized to assess the stock subscribed by 
 the said incorporators one hundred per cent., payable as and when called for 
 by the board of directors. 
 
 Upon motion, duly made and seconded, and by the affirmative vote of all 
 present, it was 
 
 Resolved, that the board of directors be and they hereby are authorized 
 to issue shares of the capital stock of this company to the full amount author-
 
 184 ORGANIZATION MEETINGS. 
 
 ized b}f the certificate of incorporation, in such amounts from time to time as 
 shall be determined bj- the board and as may be permitted by law, and in 
 their discretion to accept in full or part payment of any share or shares such 
 property as the board may determine shall be necessary for the business of 
 the company. 
 
 Upon motion, duly made and seconded, and by the affirmative vote of all 
 present, the following preambles and resolutions were adopted : 
 
 Whereas ha offered to sell to this 
 
 company property as follows : 
 
 (Insert description of property.) 
 
 in consideration of the issue of stock of this company to the amount of 
 
 dollars ($ ), par value; and 
 
 Whereas, it appears to the stockholders that such property is neces- 
 sary for the business of this company, and that the same is of the value of 
 
 dollars; 
 Resolved, that the board of directors of this company be and they are 
 hereby authorized, in their discretion, to purchase the property above men- 
 tioned for the said price and to issue said stock in payment therefor. 
 
 On motion the meeting adjourned. 
 
 A true copy of each of the following papers referred to herein is ap- 
 pended to the mmutes of this meeting: 
 
 Certificate of incorporation and certificare of Secretary of State as to filing 
 same. 
 
 By-laws. 
 
 Waiver of notice of this meeting. 
 Proxies voted on at this meeting. 
 Oath and report of inspectors. 
 Transfers of subscription. 
 Waiver of notice of assessment. 
 
 Secretary of the Meeting. 
 
 Form 29. 
 
 MINUTES OF FIRST MEETING OF DIRECTORS. 
 
 The first meeting of the board of directors was held at 
 on the day of , at M. 
 
 Present, Messrs. (Insert names of directors present), constituting a 
 quorum of the board. 
 
 Mr. was chosen temporary
 
 MiNUTES OF FIRST MEETING OF DIRECTORS. 185 
 
 chairman and Mr. was appointed secretary 
 
 of the meeting. 
 
 The secretary presented and read a waiver of notice of the meeting, signed 
 by all the directors, and the same was ordered filed. 
 
 The minutes of the first meeting of incorporators were read and approved. 
 
 The following gentlemen were duly elected officers of the company to 
 serve for one year and until their successors are elected and qualify: 
 
 President : 
 Vice-President : 
 Secretary : 
 Treasurer : 
 
 The president thereupon took the chair. 
 
 It was ordered that the secretary take the oath of office and subscribe the 
 written oath in the form presented at this meeting. The secretary thereupon 
 took and subscribed the oath and entered upon the discharge of his duties. 
 
 It was ordered that the treasurer give a bond in the sum of 
 dollars, in the form presented at this meeting, which was approved by the 
 board, and submit said bond to the board for approval as to the sufficiency of 
 the surety. 
 
 The treasurer thereupon presented his bond, signed by himself as prin- 
 cipal and by as surety, and the same was approved and 
 ordered to be filed. 
 
 Upon motion, duly seconded, it was 
 
 Resolved, that the seal presented at this meeting, an im- 
 [L. s.] pression of which is directed to be made in the margin of 
 
 the minute book, be and the same hereby is adopted as the 
 seal of this corporation. 
 
 Resolved, that the president and treasurer be and they hereby are author- 
 ized to issue certificates of stock in the form submitted to this meeting. 
 
 Resolved, that the stock book and transfer book presented at this meet- 
 ing be and the same hereby are adopted as the stock book and transfer book,, 
 and the secretary is hereby directed to send the same to the registered office, 
 to be kept there as required by law. 
 
 Upon motion, duly made and seconded, it was 
 
 Resolved, that the treasurer be, and he hereby is authorized to open 
 a bank account in behalf of the company with the Bank of 
 
 Further Resolved, that until otherwise ordered said bank be. and 
 hereby is authorized to make payments from the funds of this company on 
 deposit with it, upon and according to the check of this company signed 
 by its 
 
 Upon motion, duly made and seconded, it was 
 
 Resolved, that an office of the company be established and maintained 
 at , in the City of . State of 
 
 and that meetings of the board of directors from time to time may be held
 
 l86 ORGANIZATION MEETINGS. 
 
 either at the registered office in New Jersey, or at such office in the City 
 of or elsewhere, as the board of directors shall from time 
 
 to time order. 
 
 Upon motion, duly made and seconded, it was 
 
 Resolved, that this company accept the offer of to sell 
 
 to this company the property described in the draft agreement presented 
 at this meeting, and the board of directors do hereby adjudge and declare 
 that said property is of the fair value of dollars, and that the 
 
 same is necessary for the business of this company. 
 
 Further Resolved, that the draft agreement for the sale of said prop- 
 erty presented at this meeting be, and the same hereby is approved and 
 the and of the company are hereby authorized 
 
 and directed to execute said agreement in the name and on the behalf of 
 this company and to affix the corporate seal thereto. 
 
 Further Resolved, that the president and treasurer be, and they here- 
 by are authorized and directed to issue certificates of the full paid capital 
 stock of this company to the aggregate amount of 
 dollars as provided in said agreement. 
 
 Upon motion, duly made and seconded, it was 
 
 Resolved, that an assessment of one hundred per cent, be levied upon 
 the shares of stock subscribed by the incorporators, as evidenced by the 
 certificate of incorporation. 
 
 Further Resolved, that payment of said subscriptions and assessment 
 be deemed to be made by the property agreed to be sold to the company as 
 set forth in the preceding resolution, it having been agreed between the 
 vendor and the incorporators that the stock to be issued to the vendor and 
 his nominees under said agreement should include the stock subscribed by 
 the incorporators. 
 
 Upon motion, duly made and seconded, it was 
 
 Resolved, that the proper officers of this company be, and they hereby 
 are authorized and directed in behalf of the company, and under its cor- 
 porate seal, or otherwise, to make and file the certificate or statement re- 
 cjuired by law to be filed in any state in which the officers of the company 
 shall find it necessary to file the same to authorize the company to transact 
 business in such state. 
 
 The secretary was ordered to prepare, have executed by the proper 
 officers, and cause to be filed in the office of the Secretary of State of New 
 Jersey the report of officers, directors, etc., required by section 43 (as 
 amended) of "An Act Concerning Corporations (Revision of 1896)," of 
 New Jersey 
 
 On motion the meeting adjourned.
 
 FIRST MEETING OF IXCORPORATORS. 187 
 
 A true copy of each of the following papers referred to herein is ap- 
 pended to the minutes of this meeting : 
 Waiver of notice of this meeting. 
 Secrctar\-'s oath. 
 Treasurer's bond. 
 Form of stock certificate. 
 Report to Secretary of State. 
 Agreement. 
 
 Secretary. 
 
 Form 30. 
 
 WAIVER OF NOTICE OF MEETING OF INCORPORATORS AND 
 
 SUBSCRIBERS. 
 
 We, the undersigned, incorporators and subscribers to the stock of the 
 Company, a corporation organized under the laws of 
 the State of New Jersey, hereby waive notice of the time, place and pur- 
 pose of the first meeting of the corporation, and fix the 
 
 day of , 19 . at o'clock in the noon 
 
 as the time, and the registered office of the company, , 
 
 , N. J., as the place of said meeting. 
 
 And we hereby waive all the requirements of the statutes of New Jersey 
 as to notice of said meetmg, and publication thereof, and consent to the 
 transaction of such business as may come before said meeting. 
 
 Dated 
 
 Form 31. 
 
 PROXY— MEETING OF INCORPORATORS AND SUBSCRIBERS. 
 
 The undersigned, subscriber to shares of stock of the 
 
 Company, hereby appoints as 
 
 proxy, with full power of substitution and revocation, to vote for and 
 
 on behalf of the undersigned at the first meeting of the corporation to be 
 
 held ,19 , and at any adjournment thereof. 
 
 Witness my hand and seal this day of , 19 . 
 In presence of: 
 
 Form 32. 
 
 TRANSFER OF SUBSCRIPTION. 
 
 The undersigned, for good and valuable considerations received, has 
 sold, assigned, transferred and set over, and by these presents does sell, 
 assign, transfer and set over unto 
 the right, title and interest of the undersigned as a subscriber to and an
 
 l88 ORGAXTZATION MEETINGS. 
 
 incorporator of the Company, to the extent of 
 
 shares of the capital stock thereof, and hereby requests and 
 directs the said company to issue the certificate for said shares to the 
 aforesaid transferee or his nominee or assigns. 
 
 This transfer to take effect upon the acceptance thereof by the com- 
 pany, the undersigned meanwhile retaining the right to vote upon said 
 shares. 
 
 Dated 
 Witness: 
 
 [L. S.l 
 
 Form 33. 
 
 INSPECTORS' OATH AND REPORT. 
 
 St.\te of New Jersey, 
 County of 
 
 and , being 
 
 severally sworn, upon their respective oaths do depose and say, that they 
 will faithfully, honestly and impartially perform the duties of inspectors of 
 election at the election to be held this day for directors of the 
 Company, and a true report make of the same. 
 
 Subscribed and sworn to this day 
 
 of , 19 J before me. 
 
 Notary Public. 
 
 The undersigned, inspectors of election, report that having taken an oath 
 impartially to conduct the election of directors of the above named com- 
 pany, we did receive the votes of the stockholders by ballot, and that the 
 following persons received the number of votes set opposite their respective 
 names, to wit : 
 
 For Directors. Number of ' Votes. 
 
 Dated 
 
 Inspectors. 
 
 Form 34. 
 
 WAIVER OF NOTICE OF ASSESSMENT. 
 
 We. the undersigned, hereby waive thirty days' notice of the time and 
 place of the payment of our respective subscriptions to the capital stock with 
 which the Company begins business, and also waive all 
 
 the requirements of the laws of New Jersey as to notice of assessment and
 
 FIRST MKETING OF BOARD OF DIRECTORS. 1 89 
 
 payment thereof, and we agree to pay the same to the treasurer of the com- 
 pany in sucli amounts and at such time or times as the board of directors may 
 require. 
 Dated 
 
 Form 35. 
 
 WAIVER OF NOTICE— FIRST MEETING OF THE BOARD OF 
 
 DIRCTORS. 
 
 We, the undersigned, directors of the Company, a corpora- 
 
 tion under the laws of New Jersey, hereby waive notice of the time and place 
 of the first meeting of the board of directors, and of the business to be 
 transacted at said meeting. 
 
 We designate the day of , 19 , at o'clock 
 
 in the noon as the time, and as the place of said meet- 
 
 ing; the purpose of said meeting being the election of officers, the authoriza- 
 tion of the issue of the stock of the company, the authorization of the purchase 
 of property necessary for the business of the company, and the transaction of 
 such other business as the board may deem proper. 
 
 Dated 
 
 Form 36. 
 
 SECRETARY'S OATH. 
 
 State of ■> 
 
 County of ( ^^■ 
 
 the secretary oi tne Company, being by me duly sworn, upon his 
 
 oath deposes and says, that he will faithfully discharge the duties of secretary 
 of the aforesaid company to the best of his skill and ability. 
 
 Subscribed and sworn to before me ") 
 this day of , 19 . I 
 
 Form 37. 
 
 TREASURER'S BOND. 
 
 Know all men by these presents, that the undersigned, as principal and 
 surety, respectively, are held and firmly bound unto the 
 
 Company, its successors and assigns, in the sum of dollars 
 
 ($ ), lawful money of the United States, to be paid to said com- 
 
 16
 
 190 APPOINTMENT 01? AGENT. 
 
 pany, its successors and assigns, for which payment, well and truly to be made, 
 we bind ourselves, our executors and administrators, jointly and severally, 
 firmly by these presents. 
 
 In Witness Whereof, we have hereunto set our hands and seals this 
 day of , 19 . 
 
 The condition of the above obligatioq is that 
 
 Whereas {name of treasurer) the principal, has been duly elected and is 
 about to enter upon the duties of his office as treasurer of the above-named 
 company. 
 
 Now', THEREFORE, if he shall in all respects fully and faithfully discharge 
 his duties as such treasurer, so long as he shall hold the said office or con- 
 tinue therein during the term for which he is now or may hereafter be elected, 
 appointed, or hold over, and also, if, in case of his death, resignation, dis- 
 qualification or removal from office, all the books, papers, accounts, vouchers, 
 monej' and other property of whatever kind in his possession belonging to the 
 company shall be forthwith restored to the company, then this obligation is 
 to be void, otherwise to be in full force and virtue. 
 
 Signed, sealed and delivered 
 in the presence of 
 
 Principal 
 
 Surety. 
 
 [L. S.] 
 [L. S.] 
 
 Form 38. 
 
 APPOINTMENT OF AGENT IN CHARGE OF PRINCIPAL OFFICE. 
 
 At a meeting of the , of 
 
 , held at the office of the 
 company on the day of , 19 , on motion 
 
 duly seconded, it was 
 
 "Resolved, that be and hereby 
 
 is appointed the agent of this company, in charge of the registered office, and 
 upon whom process against this company may be served, in accordance with 
 the laws of New Jersey, and transfer agent of the shares of stock of this 
 company. 
 
 "Further Resolved, that may 
 
 apply to and act upon the instructions of Esq., the coun- 
 
 sel of this company, in respect to any legal proceedings arising in connection 
 with said agency." 
 
 I, , the secretary of 
 
 have compared the foregoing resolution with the original thereof as recorded
 
 ASSESSMENT AND PAYMENT OF CAPlTAIv STOCK. IQI 
 
 in the minute book of said company, and do hereby certify the same to be a 
 correct and true transcript therefrom and the whole of said original resolu- 
 tion. 
 
 Given under my hand and the seal of the company, this 
 day of 19 • 
 
 COR- '\ 
 PORATE V Secretary. 
 
 SE.\L. 3 
 
 ASSESSMENT AND PAYMENT OF CAPITAL STOCK 
 
 Form 39. 
 
 NOTICE OF ASSESSMENT OF STOCK. 
 
 Notice is hereby given that by resolution of the board of directors, duly 
 authorized by the stockholders, an assessment of per cent, on the 
 
 capital stock of the company, is now called for, 
 
 payable to , treasurer, No. 
 
 Street, , on or before , 19 . 
 
 Checks should be drawn to the order of the treasurer. 
 By order of the board, 
 
 Secretary. 
 
 (Unless the subscribers waive such notice, it is necessary to give thirty 
 days' notice of the time and place of payment of each instalment as called by 
 the directors. This notice may be served on the subscribers personally or by 
 mail, or it may be published in a newspaper in the county where the principal 
 office is located.) 
 
 Form 40. 
 
 NOTICE OF SALE OF STOCK FOR NON-PAYMENT OF ASSESS- 
 MENTS. 
 
 S.^LE OF Stock of the Company. 
 
 Notice is hereby given that pursuant to an order of the board of directors, 
 and in pursuance of the statute in such case made and provided, the under- 
 signed, as treasurer of the Company, w^ill sell at 
 public auction on the day of , at o'clock in the 
 noon, at , shares of the capital stock of said com- 
 pany, standing in the name of , or so many of said shares
 
 1(^2 CERTIFICATE OF PAYMENT OF CAPITAL STOCK. 
 
 as will pay $ . being the amount of unpaid assessments on said 
 
 shares now due from said , and also the interest thereon 
 
 from to the date of sale, and all necessary inci- 
 
 dental charges. 
 
 $ has been paid the company on each of said shares. 
 
 An assessment of $ is now due on each of said shares, which 
 
 assessment the purchaser must forthfWith pay on each share in addition to 
 the amount of his bid. 
 
 Dated 
 
 Treasurer. 
 
 (This notice must be printed once a week for three weeks, and mailed to 
 the delinquent stockholder prior to the first publication.) 
 
 Form 41. 
 
 CERTIFICATE OF PAYMENT OF CAPITAL STOCK 
 
 of the Company. 
 
 The location of the principal office in this state is at No. 
 
 Street, in the of 
 
 , County of 
 The name of the agent therein and in charge thereof, upon whom pro- 
 cess against this corporation may be served, is 
 
 In accordance with the provisions of "An Act Concerning Corporations 
 (Revision of 1896)," we, president, 
 
 and , secretary of the 
 
 Company, 
 a corporation of the State of New Jersey, do hereby certify that 
 
 dollars, being the(aiiiount of capital stock 
 luitli zvliicli said company commenced business, or, total amount of cap- 
 ital stock of said company) as authorized by its certificate of incorporation 
 filed in the Department of State, on the day of 
 
 , A. D. 19 , has been fully paid in ; 
 dollars thereof by the purchase of property and 
 dollars thereof in cash. 
 
 Witness our hands the day of , A. D. 19 . 
 
 President. 
 Secretary. 
 
 State op ) 
 
 County of j" ^^• 
 
 president, and .secretary of 
 
 the Company, being severally duly sworn, on
 
 CKRTIFICATK OF PAYMENT OF ADDITIONAL CAPITAL STOCK. 1 93 
 
 their respective oaths depose and say that tlie foregoing certificate by them 
 signed is true. 
 
 Subscribed and sworn to before 
 tne, this 
 day of A. D. 19 . 
 
 Porm 42. 
 
 CERTIFICATE OF PAYMENT OF ADDITIONAL CAPITAL STOCK 
 
 of the Company. 
 
 The location of the principal office in this state is at No. 
 
 Street, in the of 
 
 , County of 
 The name of the agent therein and in charge thereof, upon whom pro- 
 cess against this corporation may be served, is 
 
 In accordance with the provisions of "An Act Concerning Corporations 
 (Revision of 1896)," we, president, 
 
 and , secretary of the 
 
 Company, 
 a corporation of the State of New Jerse3\ do hereby certify that 
 
 dollars, being the total 
 amount of additional capital stock of said company as authorized by the 
 certificate of increase of capital stock and assent of stockholders thereto, 
 filed in the Department of State, on the day of 
 
 A. D. 19 , has been fully paid in ; 
 
 dollars thereof by the purchase of property and 
 dollars thereof in cash. 
 
 Witness our hands the day of , A. D. 19 . 
 
 President. 
 Secretary. 
 
 (This form of certificate is used where there is an increase of capital 
 stock beyond the total amount authorized by the certificate of incorporation.) 
 
 State oe ) 
 
 County of J ^^" 
 
 president, 
 and secretary of 
 
 the Company, 
 
 being severally duly sworn, on their respective oaths depose and say, that 
 the foregoing certificate by them signed is true. 
 
 Subscribed and sworn to before "\ 
 me, this y 
 
 day of , A. D. 19 . )
 
 194 ANNUAL, AND SPECIAL MEETINGS. 
 
 ANNUAL AND SPECIAL MEETINGS. 
 Form 43. 
 
 MINUTES OF ANNUAL MEETING OF STOCKHOLDERS. 
 
 The annual meeting of stockholders was held at the office of the com- 
 pany, No. Street, N. J., 
 on the day of , 19 , at m. 
 
 The meeting was called to order by Mr. , who, upon 
 
 motion, was unanimously chosen chairman, and Mr. was 
 
 appointed secretary and clerk of the meeting, (neither of them being a candi- 
 date for the office of director). 
 
 The secretary then read the roll of the stockholders entitled to vote at 
 this meeting, with the following result : 
 
 The following stockholders were present in person : 
 
 N.\ME No. OF Shares. 
 
 The following stockholders were represented by proxy : 
 
 Name. Name of Proxy No. of Sh.\res. 
 
 being a majority in interest of all the stockholders of the company. 
 
 The proxies presented were ordered to be filed with the secretary of 
 the meeting. 
 
 The secretary presented and read a copy of the notice of the meeting, 
 together with proof of the due mailing thereof, to each stockholder of the 
 company, at least days before the meeting, as required by the by- 
 
 laws. 
 
 The transfer book and the stock book of the company, together with 
 a full, true and complete list in alphabetical order of all the stockholders 
 entitled to vote at the ensuing election, with the residence of each and the 
 number of shares held by each, were produced, and remained during the 
 election open to inspection. 
 
 Upon motion, duly made and seconded, the reading of the minutes of 
 the last preceding meeting was 
 
 Upon motion, duly seconded,' Messrs. and 
 
 ("neither of them being a candidate for the 
 office of director) were appointed inspectors of election and duly sworn. 
 
 Upon motion, duly seconded, the meeting proceeded to the election 
 of directors, by ballot, in accordance with the by-laws, and the 
 
 polls were opened at m., and the stockholders prepared their ballots and 
 
 delivered them to the inspectors.
 
 MINUTES OF ANNUAL MEETING OE STOCKHOEDERS. 195 
 
 The annual statement of the directors was presented and read and 
 ordered to be received and filed with the secretary. 
 
 The report of the for the past year 
 
 presented and read and ordered to be received and filed with the secretary. 
 {Here insert record of any otlier business transacted.) 
 
 The polls having remained open an hour were closed, and the inspec- 
 tors presented their report in writing, showing that the following gentle- 
 men (stockholders of the company) had received the greatest number of 
 votes: {Insert names.) 
 
 The chairman thereupon declared the above named gentlemen duly 
 elected directors of the company, to hold office until the next annual elec- 
 tion and until their successors are elected and qualify. 
 
 The secretary was directed to insert in the minute book, for the pur- 
 pose of reference, a copy of each of the following papers : 
 
 (i) Notice of the meeting and proof of service thereof. 
 
 (2) List of stockholders produced at the meeting. 
 
 (3) Form of proxy. 
 
 (4) Report of 
 
 (5) Inspectors' oath and report. 
 
 No further business coming before the meeting, upon motion, duly 
 seconded, the same adjourned. 
 
 Secretary of the meeting. 
 
 Form 44. 
 
 NOTICE OF ANNUAL MEETING. 
 
 The Annuai, Meeting of the stockholders of the Company 
 
 will be held on the day of , 19 , at o'clock in the 
 
 noon, at the principal office of the company. Street, 
 
 New Jersey, for the purpose of electing a board of directors and receiving 
 and acting upon the reports of the officers {insert any special business to be 
 transacted), and for the transaction of such other business as may properly 
 come before the meeting. 
 
 In accordance with the laws of the State of New Jersey, no stock can 
 be voted on which has been transferred on the books of the company within 
 twenty days next preceding this election. 
 
 Dated, , 19 
 
 Secretary. 
 
 Form 45. 
 
 PROXY— STOCKHOLDERS' MEETING. 
 
 Know Aee Men by These Presents, 
 
 That I, the undersigned, being the owner of 
 shares of the capital stock of the Company, do hereby
 
 196 ANNUAL AND SPECIAL MEETINGS. 
 
 constitute and appoint my true and 
 
 lawful attorney, in my name, place and stead, to vote upon the stock owned 
 by me or standing in my name, as my proxy, at the annual {or special) meet- 
 ing of the stockholders of the said company, to be held at the company's 
 principal office. Street, N. J., on the day of 
 
 . 19 , and on such other day as the meeting may be thereafter 
 held by adjournment or otherwise, according to the number of votes I am 
 now or may then be entitled to cast, hereby granting the said attorney full 
 power and authority to act for me and in my name at the said meeting or 
 meetings, in voting for directors of the said company or otherwise, and in the 
 transaction of such other business as may properly come before the meeting, 
 as fully as I could do if personally present, with full power of substitution and 
 revocation, hereby ratifying and confirming all that my said attorney or sub- 
 stitute may do in my place, name and stead. 
 
 In Witness Whereof, I have hereunto set my hand and seal, this 
 day of , 19 • 
 
 Witness: [l. s.] 
 
 Form 46. 
 
 CALL OF MEETING BY THREE STOCKHOLDERS. 
 
 Whereas, a legal meeting of the stockholders of the 
 Company cannot be otherwise called, the undersigned, three stockholders of 
 said company, having voting powers, do hereby call a meeting of said stock- 
 holders to be held at the registered office of the company in New Jersey on 
 the day of , at o'clock in the 
 
 noon, for the purpose of {state object of the meeting). 
 
 Dated, 
 
 REPORTS. 
 
 Form 47. 
 
 ANNUAL REPORT TO SECRETARY OF STATE. 
 
 The Company, organized and registered under 
 
 the laws of the State of New Jersey, does hereby make the following report, 
 in compliance with the provisions of an act of the legislature of New Jersey 
 entitled "An Act Concerning Corporations (Revision of 1896)," and the 
 various acts amendatory thereof and supplemental thereto: 
 
 First. 
 The name of the corporation is
 
 REPORTS. 197 
 
 Second. 
 
 Tlie location of the registered office is 
 and is the agent therein, in charge thereof, upon 
 
 whom process against the corporation may be served. 
 
 Third. 
 
 The character of the business is 
 and as otlierwise specified in the certificate of incorporation. 
 
 Fourth. 
 
 The amount of the authorized capital stock is $ 
 
 The amount actually issued and outstanding is $ 
 
 (State whether paid in cash or otherwise. See Sec. 49, ante.) 
 
 Fifth. 
 
 The names and addresses of all the directors and officers and the time 
 when the term of office of each expires are as follows : 
 
 Names of Directors. P. O. Address. Expiration of term. 
 
 Officers. 
 
 President: 
 Vice-president : 
 Treasurer : 
 Secretary : 
 
 Sixth. 
 The next annual meeting of the stockholders for the election of directors 
 is appointed to be held on the day of , iQ • 
 
 Seventh. 
 
 The name of the corporation has (or not) been at all times displayed at 
 the entrance of its registered office in this state, and the corporation has (or 
 not) kept at its registered office in this state a transfer book, in which the 
 transfers of stock are made, and a stock book cantaining the names and 
 addresses of the stockholders and the number of shares held by them respect- 
 ively, open at all times to the examination of the stockholders as required by 
 law. 
 
 In Witness Whereof, this report is signed by two of the directors of the 
 said corporation this day of , 19 . 
 
 (For signing of report by other officers, see Section 43, ante.) 
 
 (For foreign corporations, the above form may be used, omitting 
 "Seventh.")
 
 198 AMENDMENTS AND CHANGES. 
 
 AMENDMENTS AND CHANGES. 
 
 Form 48. 
 
 AMENDED CERTIFICATE OF INCORPORATION BEFORE PAY- 
 MENT OF CAPITAL. 
 
 (Set out in full the body of the certificate of incorporation as desired to 
 be amended, then add the following attestation clause) : 
 
 The Undersigned, being all the incorporators of the 
 
 Company, a corporation organized under and in pursuance 
 of an act of the legislature of the State of New Jersey, entitled "An Act Con- 
 cerning Corporations (Revision of 1896)," the certificate of incorporation of 
 which was duly recorded in the office of the Clerk of the County of , 
 
 New Jersey, on the day of , 19 , and duly filed in the 
 
 office of the Secretary of State of New Jersey, on the day of 
 
 ,19 , no part of the capital stock of said corporation having 
 been paid in, do hereby, pursuant to the provisions of Section i of an act of 
 the legislature of the State of New Jersey, entitled "A supplement to an act, 
 entitled 'An Act Concerning Corporations (Revision of 1896),' approved April 
 twenty-first, one thousand eight hundred and ninety-six," approved April 19, 
 1898, amend said certificate of incorporation so that the same shall read as 
 hereinbefore set forth, and accordingly do hereunto set our hands and seals. 
 
 Dated , 19 . 
 
 [Add acknowledgment {Form 3) ; then add an affidavit as follows] : 
 
 State of ) 
 
 County of \ ^^' 
 
 On this day of , A. D. 19 , before the under- 
 
 signed personally appeared , who being by me 
 
 severally duly sworn, did severally depose and say they are all of the original 
 incorporators of the Company as set forth in 
 
 the foregoing certificate, and that no part of the capital stock of said 
 Company has been paid in. 
 
 Subscribed and sworn to before me 
 at the of , the 
 
 day and j^ear aforesaid. 
 
 (The amended certificate should be first recorded in the office of the clerk 
 of the county where the original certificate of incorporation was recorded, 
 and then filed in the office of the secretary of state. If the principal office is 
 changed to another county, record also in the county where the new principal 
 office is located.)
 
 CERTIFICATE OF AMENDMENTS, ETC. IQQ 
 
 Form 49. 
 
 CERTIFICATE OF AMENDMENT OF CHARTER, INCREASE OF 
 
 CAPITAL, &c. 
 
 (This fonn may be used for changing the nature of the business, 
 changing the name, increasing the capital stock, decreasing the capital stock, 
 changing the par value of shares of the capital stock, changing the location 
 of the principal office, extending the corporate existence, creating a class 
 or classes of preferred stock, and for making "such other amendment, change 
 or alteration as may be desired." Section 27, ante.) 
 
 Company, a corporation of the 
 State of New Jersey, by its President and Secretary, DOES HEREBY 
 CERTIFY : 
 
 I. That the principal office of the company is at No. 
 
 Street, , New Jersey, and that the agent therein and in charge 
 
 thereof and upon whom process against the corporation may be served is 
 
 II. That the board of directors of said corporation, at a meeting duly 
 convened and held on the day of , 19 . passed a 
 resolution declaring that the changes and amendments in the certificate 
 of incorporation (or increase of capital stock, etc., as the case may be), 
 hereinafter set forth are advisable, and calling a meeting of the stockholders 
 to take action thereon. 
 
 III. That a copy of said resolution of the board of directors is hereto 
 appended. 
 
 IV. That thereafter, on the day of , 19 > Pur- 
 suant to such call of the board of directors, and upon notice given to 
 each stockholder, as provided in the by-laws, a special meeting of the stock- 
 holders of the company was held, at which meeting more than two-thirds 
 in interest of each class of the stockholders having voting powers were 
 present in person or represented by proxy, and that more than two-thirds 
 in interest of each class of the stockholders having voting powers voted 
 in favor of such changes and amendments (or, increase of capital stock, etc.), 
 St ch changes and amendments being as follows : 
 
 The amendment of article of said certificate of incorpora- 
 
 tion to read as follows : 
 
 (Here insert the article to be amended, in full as amended.) 
 
 V. That at said meeting of the stockholders the foregoing amendments 
 were assented to in writing by more than two-thirds in interest of each 
 class of the stockholders having voting powers, which said \vritten assent 
 is hereto appended.
 
 200 AMENDMENTS AND CHANGES. 
 
 VI. That shares of common stock and shares of 
 
 preferred stock of said corporation are issued and outstanding. 
 
 In Witness Whereof, the said Company- 
 has caused this certificate to be signed by its president and its secretary, 
 and its corporate seal to be hereto affixed this day of , 
 19 . 
 
 Company. 
 By 
 
 President. 
 Secretary 
 (Corporate Seal.) 
 
 Resolution of the Board of Directors. 
 
 '■Resolved, that it is advisable to amend article of the cer- 
 
 tificate of incorporation to read as follows: 
 
 {Insert same) 
 
 (or to increase the capital stock of the company from dollars 
 
 to dollars, etc.) 
 
 "Further Resolved, that a meeting of the stockholders to take action 
 upon the foregoing resolution be called to be held at the principal office of 
 the company, No. Street, , N. J., on 
 
 the day of , IQ > at m." 
 
 Assent of Stockholders. 
 
 The undersigned, being more than two-thirds in interest of each class 
 of the stockholders of the 
 
 Company having voting powers, having at a meeting regularly called for 
 that purpose voted in favor of the changes and amendments (or increase of 
 capital stock, etc.) set forth in the above certificate do now pursuant to 
 law give our written assent to such changes and amendments. 
 
 Witness our hands this • day of , A. D. 19 . 
 
 Names. No. of Shares. 
 
 Preferred. Common. 
 
 Proof. 
 
 State of ) 
 
 r SS 
 
 County of \ 
 
 Be it remembered, that on this day of , 19 . before 
 
 me, the subscriber, a 
 
 personally appeared
 
 CERTIFICATE OF CHANGE OF LOCATION. 201 
 
 secretary of the Company, the 
 
 corporation mentioned in and which executed tlie foregoing certificate, 
 who, being by me duly sworn, on his oath says, that he is such secretary 
 and that the seal affixed to the said certificate is the corporate seal of said 
 corporation, the same being well known to him ; that 
 
 is president and signed said certificate and affixed 
 said seal thereto and delivered said certificate by authority of the board 
 of directors and with the assent of two-thirds in interest of each class of 
 the stockholders having voting powers, as and for his voluntary act and 
 deed and the voluntary act and deed of said corporation, in the presence of 
 deponent who thereupon subscribed his name thereto as witness. 
 
 And he further Says that the resolution of the board of directors 
 referred to in the said certificate, a true copy of which is appended to said 
 certificate, was adopted at a meeting of said board of directors duly con- 
 vened and held on the day of , I9 • 
 
 And he further says that the written assent of stockholders appended 
 to the foregoing certificate is signed by two-thirds in interest of each class 
 of the stockholders having voting powers, either in person or by their sev- 
 erally duly constituted attorneys in fact thereunto duly authorized in writing. 
 
 Subscribed and sworn to before 
 me the day and year afore- 
 said. 
 
 (Under section 29 the assent of stockholders is not required to be pub- 
 lished.) 
 
 Form 50. 
 
 CERTIFICATE OF CHANGE OF LOCATION OF THE PRINCIPAL 
 
 OFFICE. 
 
 Resolution of Directors. 
 
 "The board of directors of the Company, 
 
 a corporation of New Jersey, on this day o* 
 
 , A. D. 19 , do hereby resolve and order that the 
 location of the principal office of this corporation within this state be, and 
 the same hereby is changed from 
 
 in the county of , to No. Street, 
 
 in the county of 
 
 "The name of the agent therein and in charge thereof, upon whom 
 process against the corporation may be served, is 
 
 Certificate of Change. 
 fjjg Company, a corpora- 
 
 tion of New Jersey, doth hereby certify that the foregoing is a true copy
 
 202 SHARES OF STOCK. 
 
 of a resolution adopted by the board of directors by a 
 
 vote of the members thereof at a meeting held as therein stated. 
 
 Ix Witness Whereof, said corporation has caused this certificate to 
 
 be signed by its president and secretary, and its corporate seal 
 
 [l. s.] to be hereto affixed, the day of , A. D. 19 . 
 
 President. 
 Secretary. 
 
 SHARES OF STOCK. 
 Form 51. 
 
 CERTIFICATE OF COMMON STOCK. 
 
 INCORPORATED AND REGISTERED UNDER THE LAWS OF THE "STATE OF NEW JERSEY. 
 
 Capital Stock $ 
 
 [Number] [Shares] 
 
 The Company 
 
 This is to Certify, that 
 
 is the registered holder of shares 
 
 of the capital stock of this company, transferable only on the 
 books of the company by the holder hereof, in person or by duly 
 authorized attorney, upon surrender of this certificate properly 
 endorsed. 
 
 Witness the seal of the company and the signatures of its 
 president and treasurer this day of , IQ • 
 
 [seal.] 
 
 President. 
 Treasurer. 
 
 Shares, $ each. 
 
 Form 52. 
 
 CERTIFICATE OF PREFERRED STOCK. 
 [Number] [Shares] 
 
 INCORPORATED AND REGISTERED UNDER THE LAWS OF THE STATE OF NEW JERSEY. 
 
 Capital Stock $ 
 
 Preferred Stock, $ Common Stock, $ 
 
 /j^ljg Company. 
 
 This is to Certify, that is the
 
 VOLUNTARY DISSOLUTION. 203 
 
 registered holder of shares of the preferred capital stock 
 
 of this company, transferable only on the books of this company, in person 
 or by duly authorized attorney, upon surrender of this certificate properly 
 endorsed. 
 
 This stock is part of an issue amounting in all to $ 
 par value, authorized by the certificate of incorporation of the company, filed 
 in the office of the Secretary of State of the State of New Jersey, on the 
 day of , 19 • 
 
 This certificate entitles the holder thereof to receive, and the company is 
 bound to pay, a fixed yearly dividend of per centum per annum, 
 
 payable half-yearly, before any dividends shall be set apart or paid on the 
 common stock, and the dividends on the preferred stock are cumulative. 
 The preferred stock is subject to redemption at par on the 
 day of ,19 -t 
 
 The holders of the preferred stock may choose exclusively directors, 
 
 and the holders of the general stock may choose exclusively directors 
 
 of the company. 
 
 Witness the seal of the company and the signatures of its president and 
 treasurer this day of , 19 • 
 
 [SEAI,.] President. 
 
 Treasurer. 
 Shares, $ each. 
 
 Form 53. 
 
 ASSIGNMENT ON BACK OF CERTIFICATE. 
 
 For Value Received hereby sell, assign and transfer unto 
 
 , shares of the capital 
 
 stock, represented by the within certificate, and do hereby irrevocably consti- 
 tute and appoint attorney, to transfer 
 the said stock on the books of the within-named company, with full power of 
 substitution in the premises. 
 
 Dated, , 19 
 
 In the presence of 
 
 VOLUNTARY DISSOLUTION. 
 Form. 54. 
 
 CERTIFICATE OF THE SURRENDER OF CORPORATE FRAN- 
 CHISES. 
 
 The location of the principal office in this state is at No. 
 Street, in the of 
 
 fMust be at least three years from the date of issue (5 18, ante).
 
 204 VOLUNTARY DISSOLUTION. 
 
 County of 
 
 The name of the agent therein and in charge thereof, upon whom process 
 against this corporation may be served, is 
 
 We, the subscribers, being all the incorporators named in the certificate 
 of incorporation of the Company, a corporation of New 
 
 Jersey, do hereby certify that no part of the capital of said corporation has 
 been paid, and the business for which the corporation was created has not been 
 begun. 
 
 And we do hereby surrender all our corporate rights and franchises which 
 we have obtained b}^ the creation of said corporation, to the end that said 
 corporation may be forthwith dissolved. 
 
 Witness our hands and seals this day of 
 
 A. D. 19 . 
 
 [L. S.] 
 [L. S.] 
 [L. S.] 
 
 State of 1 
 
 L eg 
 
 County of j 
 
 being severally duly sworn, on their oaths say that the facts stated and certi- 
 fied in the foregoing certificate are true. 
 
 Subscribed and sworn to before me \ 
 this day of , C 
 
 A. D. 19 . j 
 
 Form 55. 
 
 CERTIFICATE OF DISSOLUTION BY UNANIMOUS CONSENT OF 
 ALL STOCKHOLDERS 
 
 of the Company. 
 
 The location of the principal office in this state is at No. 
 Street, in the of County of 
 
 The name of the agent therein and in charge thereof, upon whom process 
 against this corporation may be served, is 
 
 We, the subscribers, being all of the stockholders of the 
 
 Company, 
 a corporation of the State of New Jersey, deeming it advisable and most for 
 the benefit of said corporation that the same should be forthwith dissolved, 
 do hereby give our consent to the dissolution thereof, as provided by "An 
 Act Concerning Corporations (Revision of 1896)," and do sign this consent, 
 to the end that it may be filed in the office of the secretary of state of the 
 State of New Jersey. 
 
 Witness our hands this day of , 
 
 A. D. 19 .
 
 AKFIDAVITT OF rUBIJCATION. 205 
 
 State of 
 County of 
 
 , the secretary of the above-named Company, 
 being duly sworn, on his oath says, that the foregoing consent to the dissolu- 
 tion of said corporation has been signed by every stockholder of this company. 
 
 Subscribed and sworn to before me 
 
 this day <jf 
 
 , A. D. 19 . 
 
 (Add list of directors and officers at time of dissolution; see Form 
 59. post.) 
 
 Form 56. 
 
 AFFIDAVIT OF PUBLICATION. 
 
 The location of the principal office in this state is at No. 
 Street, in the of County of 
 
 The name of the agent therein and in charge thereof, upon whom process 
 against the corporation may be served, is 
 
 State of | 
 
 County of (^^' 
 
 , the secretary of the Company, 
 
 being duly sworn on his oath says, that the board of directors of the said 
 company have caused the certificate of dissolution of the 
 
 CompanJ^ a copy whereof is hereto annexed, issued by the 
 Secretary of State of the State of New Jersey, dated the day of 
 
 ,19 , to be published in the . a newspaper 
 
 published at the of and circulated in the county of , 
 
 being the county in which said company has been located and conducting its 
 business, for the period of four weeks successiAcly, at least once in each week, 
 commencing on the day of , 19 , as required by sec- 
 
 tion thirty-one of an act, entitled "An Act Concerning Corporations (Re- 
 vision of 1896)," approved April twenty-first, one thousand eight hundred and 
 ninety-six. 
 
 Sworn and subscribed before me, the ) 
 day of , A. D. 19 . t 
 
 [■ ss. 
 
 State of New Jersey, 
 County of 
 
 . of lawful age, being duly sworn 
 according to law, doth depose and say, that he is of 
 
 a newspaper printed and published in the 
 
 17
 
 206 VOLUNTARY DISSOLUTION. 
 
 of , County of , State of New Jersey, and 
 
 that the notice, of which the annexed printed slip is a true copy, has been 
 published in said newspaper, successively, once in each week, for the period 
 of four weeks, commencing on the day of , 19 , 
 
 Sworn and subscribed before me, ) 
 the day of , 19 . j 
 
 (Annex copy of notice as published.) 
 
 Form 57. 
 
 CERTIFICATE OF DISSOLUTION ISSUED BY SECRETARY OF 
 
 STATE. 
 
 State of New Jersey, 
 
 Department of State. 
 
 Certificate of Dissolution. 
 
 To Ale to Whom These Presents May Come, Greeting: 
 
 Where.^s, it appears to my satisfaction by duly authenticated record 
 of the proceedings for the voluntary dissolution thereof by the unanimous 
 consent of all the stockholders, deposited in my office, that the 
 
 Company, 
 a corporation of this state, wiiose principal office is situated at No. 
 
 Street, in the of , County 
 
 of , State of New Jersey ( 
 
 being the agent therein and in charge thereof, upon whom process may be 
 served), has complied with the requirements of "An Act Concerning Cor- 
 porations (Revision of 1896)," preliminiary to the issuing of this 
 
 Certificate of Dissolution. 
 
 Now, Therefore, I, , Secretary of State of the State 
 
 of New Jersey, do hereby certify that the said corporation did, on the 
 
 day of , 19 , file in my office a duly executed and 
 
 attested consent in writing to the dissolution of said corporation exe- 
 cuted by all the stockholders thereof, which said consent, and the record 
 of the proceedings aforesaid, are now on file in my said office as provided 
 by law. 
 
 In Testimony Whereof, I have hereto set my hand and affixed my 
 official seal, at Trenton, this day of , A. D. 19 . 
 
 [l. s.] Secretary of State.
 
 CERTIFICATE OE DISSOLUTION. 20/ 
 
 Form 58. 
 
 CERTIFICATE OF DISSOLUTION BY VOTE OF DIRECTORS AND 
 CONSENT OF STOCKHOLDERS (NOT UNANIMOUS). 
 
 The location of the principal office in this state is at No. 
 Street, in the of , County of 
 
 The name of the agent therein and in charge thereof, upon whom pro- 
 cess against this corporation may be served, is 
 
 We, the undersigned, being a majority of the board of directors of 
 
 the Company, do hereby certify that at a meeting of the said 
 
 board, called for that purpose, and held on the day of 
 
 , A. D. 19 , said board, by a majority of the whole 
 
 board, did adopt the following resolution: 
 
 Rbsoeved, that in the judgment of this board, it is advisable and 
 most for the benefit of the Company that 
 
 the same should be forthwith dissolved; and to that end it is ordered that 
 a meeting of the stockholders be held on . the 
 
 day of , A D. 19 , at M., at the 
 
 office of the company, in the of , to take action upon 
 
 this resolution; and, further, that the secretary forthwith give notice of 
 said meeting, and of the adoption of this resolution, within ten days from 
 this date, by publishing the said resolution, with a notice of its adoption, 
 in the , a newspaper published in the of , 
 
 for at least four weeks, once a week, successively, and by mailing a writ- 
 ten or printed copy of the same to each and every stockholder of this com- 
 pany in the United States. 
 
 In Witness Whereof, we have hereunto set our hands and affixed the 
 corporate seal of said company this day of A. D. 19 . 
 
 [L. s.] 
 
 Attest : 
 
 Secretary 
 
 Consent of Stockhoeders to Dissolution. 
 
 Whereas, on the day of , A. D. 19 , the 
 
 directors of the Company, by a majority vote of the whole 
 
 board, at a meeting called for that purpose, of which meeting every director 
 received at least three days notice, did adopt a resolution in the words or 
 to the effect following, to wit : 
 
 "Resolved, that in the judgment of the board, it is advisable and most 
 for the benefit of the Company that the 
 
 same should be forthwith dissolved, and to that end it is ordered that a 
 meeting of the stockholders be held on . the day 
 
 of , A. D. 19 , at M., at the office of the
 
 208 VOLUNTARY DISSOLUTION. 
 
 company, in , to take action upon this resolution; 
 
 and, further, that the secretary forthwith give notice of said meeting, and 
 of the adoption of this resohition, within ten days from this date, by pub- 
 hshing the said resohition with a notice of its adoption in the 
 
 , a newspaper pubHshed in 
 for at least four weeks, once a week, successively, and by mailing a written 
 or printed copy of the same to each and every stockholder of this company 
 in the United States." 
 
 And, whereas, the secretary of the said company did give notice of 
 the meeting of stockholders, called by said resolution, as required by law 
 and the said resolution : 
 
 Now, THEREFORE, we. the subscribers, being more than two-thirds in in- 
 terest of all the stockholders, assembled in pursuance of said resolution and 
 notice, have consented, and do hereby consent, that the said company be 
 forthwith dissolved as proposed in said resolution. 
 
 Witness our hands this day of , A. D. 19 . 
 
 Shares. Shares. 
 
 Shares. Shares. 
 
 Attest : 
 
 Secretary. 
 
 St.\te of New Jersey, ) 
 County of \ "' 
 
 being duly sworn, on his oath says, 
 that he is the secretary of the Company, 
 
 that he saw, > 
 
 being more than two-thirds in interest of the stockholders of said com- 
 pany, at a meeting duly called for the purpose as above recited, sign the 
 foregoing certificate of consent as their voluntary act and deed, and that 
 deponent at the same time subscribed the same as attesting witness; and 
 deponent further says that on the day of . A. D. 19 . 
 
 he mailed a printed copy of the resolution above recited, with a notice of 
 the adoption thereof, to each and every stockholder of said company re- 
 siding in the United States, and also caused the same to be duly published 
 as required by the said resolution; and deponent further says that the said 
 resolution of the board of directors was duly adopted upon lawful notice 
 as in the certificate above recited. 
 Sworn and subscribed before me 
 this day of 
 
 A. D. 19 . 
 
 affidavit of pubeication. 
 
 State of New Jersey, 
 County of 
 
 of lawful age, being duly sworn according to 
 law, doth depose and say, that he is of ,
 
 LIST OF DIRECTORS AND OFFICERS. 209 
 
 a newspaper printed and pnl)lished in the of , 
 
 County of , State of New Jersey, and that 
 
 the notice, of which the annexed printed shp is a true copy, has been pub- 
 Hshed in said newspaper, successively, once in each week, for the period of 
 four weeks, commencing on the day of , 19 . 
 
 Sworn and subscribed before me 
 the day of 
 
 A. D. 19 . 
 (Attach copy of advertisement.) 
 
 Form 59. 
 
 LIST OF DIRECTORS AND OFFICERS AT TIME OF DISSOLUTION. 
 
 As required by "An Act Concerning Corporations (Revision of 1896)," 
 the board of directors of The Company 
 
 render the following statement to be filed in the office of the Secretary of 
 State of the State of New Jersey, upon the dissolution of said company. 
 
 The location of the principal office in this state is at No. 
 
 Street, in the of , 
 
 County of 
 
 The name of the agent therein and in charge thereof, and upon whom 
 process against the corporation may be served, is 
 
 The following is a list of the names and residences of the directors 
 and officers of said company. 
 
 NAMES. 
 
 RESIDENCES. 
 
 The officers of the company are : 
 
 President, 
 
 Vice-President, 
 
 2d Vice-President, 
 
 3d Vice-President, 
 
 Secretary, 
 
 Treasurer, 
 Dated , 19 • 
 
 The foregoing statement is correct and true. 
 Attest : President. 
 
 Secretary.
 
 210 FOREIGN CORPORATIONS. 
 
 Form 60. 
 
 CERTIFICATE OF FILING OF CONSENT TO DISSOLUTION 
 ISSUED BY SECRETARY OF STATE. 
 
 State of New Jersey. 
 
 Department oe State. 
 
 Certificate of Filing of Consent by Stockholders to Dissolution. 
 
 To All to Whom These Presents May Come, Greeting : 
 
 Whereas, it appears to my satisfaction by duly authenticated record of 
 the proceedings for the voluntary dissolution thereof deposited in my office, 
 that the Company, a cor- 
 
 poration of New Jersey, whose principal office is situated at No. 
 Street, in the of , County of 
 
 State of New Jersey ( being the agent therein 
 
 and in charge thereof upon whom process may be served) has complied with 
 the requirements of "An Act Concerning Corporations (Revision of 1896)," 
 preliminary to the issuing of this certificate that such consent has been filed : 
 
 Now Therefore, L . Secretary of State of the State 
 
 of New Jersey, do hereby certify that the said corporation did, on the 
 day of . 19 , file in my office a duly executed and 
 
 attested consent in writing to the dissolution of said corporation executed 
 by more than two-thirds in interest of the stockholders thereof, which said 
 certificate, and the record of the proceedings aforesaid, are now on file in my 
 said office as provided by law. 
 
 In Testimony Whereof, I have hereto set my hand and affixed my 
 official seal at Trenton, this day of , A. D. 19 . 
 
 [seal.] 
 
 Secretary of State. 
 
 FOREIGN CORPORATIONS. 
 
 Form 61. 
 
 STATEMENT BY A FOREIGN CORPORATION TRANSACTING 
 
 BUSINESS IN THE STATE OF NEW JERSEY. 
 
 The Company, a corporation foreign 
 
 to the State of New Jersey and organized under the laws of the State of 
 
 , does hereby, pursuant to the provisions of an act of 
 
 the legislature of the State of New Jersey, entitled "An Act Concerning
 
 CERTIFICATE OE SUBSTITUTION. 211 
 
 Corporations (Revision of 1896)," make the following statement and desig- 
 nation : 
 
 piRST. — That the total amount of the capital stock said company is 
 authorized to issue is $ , and the amount actually 
 
 issued is $ 
 
 Second. — That the character of the business which the said company 
 is to transact in the State of New Jersey is 
 
 and as provided in its certificate of incorporation, a copy of which, attested 
 by its president and secretary under its corporate seal, is hereto affixed as part 
 hereof. 
 
 Third.— That the principal office in New Jersey of the undersigned cor- 
 poration is located at No. Street, , New Jer- 
 sey, and 
 
 is hereby designated as the agent therein, in charge thereof, and upon whom 
 process against this corporation may be served. 
 
 In Testimony Whereof, the said corporation hath caused its 
 corporate seal to be hereto affixed, and these presents to be 
 [l. s.] signed by its president and attested by its secretary, the 
 day of , A. D. 19 . 
 
 The Company. 
 
 By President. 
 
 Attest : 
 
 Secretary. 
 (Attach statement of directors, officers, &c.. Form 47 ante. Then annex 
 copy of charter or certificate of incorporation.) 
 
 The undersigned, president and secretary, respectively, of the 
 
 Company, 
 DO HEREBY CERTIFY, that the annexed is a true and correct copy of the certifi- 
 cate of incorporation of the aforesaid company and the whole thereof. 
 
 In Attestation Whereof, we have affixed our hands and the 
 corporate seal of the company, this 
 day of , 19 • 
 
 [seal.] 
 
 President. 
 Secretary. 
 
 Form 62. 
 
 CERTIFIC.\TE OF SUBSTITUTION OF AGENT OF A FOREIGN 
 
 CORPORATION. 
 
 The Company, 
 
 a corporatio'n organized under the laws of the State of , 
 
 does hereby revoke, cancel and annul the appointment of (iianu- of present 
 
 agent) as its agent, upon whom process may be served, said appointment
 
 212 CORPORATE ACKNOWLEDGMENT. 
 
 having been made heretofore and filed in the office of the Secretary of State 
 of the State of New Jersey, under the seal of the aforesaid company, by its 
 president and attested by its secretary, under and in pursuance of the statutes 
 of the State of New Jersey, and in substitution of the aforesaid designation 
 so filed with the Secretary of State of the State of New Jersey, the company 
 above named does hereby make, designate and appoint 
 
 , with 
 an office at No. Street, , New Jersey, which 
 
 is the principal office of the company, as the agent of said company therein 
 and in charge thereof, upon whom process against said company may be 
 served. 
 
 In Attestation Whereof, said corporation has caused this certificate 
 to be signed by its president and secretary, and its 
 corporate seal to be hereto affixed, the day 
 
 of , A. D. 19 . 
 
 Corporate 
 Seal 
 
 For the Company. 
 Attest : President. 
 
 Secretary. 
 
 CORPORATE ACKNOWLEDGMENT. 
 
 F m 63. 
 
 ACKNOWLEDGMENT. 
 
 State of New Jersey, 
 County of 
 
 Be it remembered, that on this day of , one 
 
 thousand nine hundred and , before me, the subscriber, a 
 
 of said state, personally appears 
 who, being by me duly sworn, doth depose and make proof to my satisfac- 
 tion that he is the secretary and well knows the corporate seal of 
 
 the named in the 
 
 hereunto annexed; that the seal thereto affixed is the proper corporate seal 
 of the said corporation: that the same was so affixed thereto and the said 
 signed and delivered by , who was at the 
 
 date and execution thereof the of said corporation, in the 
 
 presence of the said deponent, as the voluntary act and deed of the said cor- 
 poration, and that dci.oncnt thereupon signed the same as a subscribing wit- 
 ness. 
 
 Sworn and subscribed before me | 
 at the of /• 
 
 the date aforesaid. }
 
 APPENDIX. 213 
 
 APPENDIX. 
 
 SCHEDULE OF FEES AND TAXES. 
 
 FEES OF SECRETARY OF STATE. 
 
 Recording all certificates, except annual reports, loc. per 100 
 words: iiiiiiimnm fee, $1.00. (See p. 20, § loa.) 
 
 Domestic Corporations. 
 
 Amended certificates of incorporation (other than those author- 
 izing increase of capital stock ) $20 co 
 
 Annual report of directors, officers, etc i 00 
 
 Certificate of change of location of principal office, under § 28a. ... 5 fX) 
 
 Certificate of change of location of principal office, under § 27 20 00 
 
 Certificate of change of name 20 00 
 
 nature of business 20 CO 
 
 decrease of capital stock 20 00 
 
 par value of shares 20 00 
 
 dissolution 20 00 
 
 extension or renewal of corporate existence: 
 
 The same fee as required for original certificates of 
 incorporation ((7. v.). The secretary of state has 
 ruled that this fee must be upon the amount of stock 
 which the company is authorized to issue at the lime 
 of filing the certificate of extension, not on the 
 amount named in the original certificate of incor- 
 poration. 
 incorporation: 
 
 Where total authorized capital stock is $125,000 or 
 
 less 25 00 
 
 If total authorized capital stock exceeds $125,000, for 
 
 each additional $i,oco 20 
 
 increase of capital stock: 
 If amount of increased stock authorized is $100,000 
 
 or less 20 00 
 
 For each additional $1,000 of increased stock 20
 
 214 APPENDIX. 
 
 Certificate of increase of par value of shares $20 00 
 
 payment of capital stock 5 00 
 
 Certificates not expressly provided for 5 00 
 
 Certifying copy of certificate of incorporation or other paper i 00 
 
 Consolidation and merger of corporations: 
 
 For each $1,000 of capital stock authorized beyond the total 
 authorized capital of the corporations merged or consolidated 
 twenty cents, but in no case less than 20 00 
 
 Foreign Corporations. 
 
 Filing copy charter and statement and issuing certificate of author- 
 ity to transact business 10 00 
 
 Note. — This fee applies only to corporations created 
 under laws of states which do not exact a larger fee than 
 $10.00 from a New Jersey corporation carrying on business 
 therein. (See Section loi, p. 118, ante.) Corporations of 
 states exacting a larger fee or tax are required to pay the 
 same amount for the privilege of carrying on business in 
 New Jersey as a New Jersey corporation would have to pay 
 in such states. 
 
 Filing annual report of directors, &c i 00 
 
 FEES OF COUNTY CLERK. 
 
 For recording original or amended certificate of incorporation 
 
 according to length, about 3 75 
 
 FRANCHISE TAXES. 
 
 See p. 150, a)ite.
 
 INDEX TO PRECEDENTS. 
 
 Affidavits of publication of certificates of dissolution, 205, 208. 
 AcknuX'.'lcdgmcnt, form of corporate, 212. 
 
 of certificate of incorporation, 168. 
 Agent, appointment of, in charge of principal office, 190. 
 Aiiiendiiiciit of charter, certificates of, igS, 199. 
 Annual meeting of stockholders, minutes of, 194. 
 
 notice of, 195. 
 report of directors, officers, etc., 196. 
 Appointment of agent in charge of principal office, 190. 
 Assessment of stock, 191. 
 Assignment of stock on back of certificate, 203. 
 
 subscription, 187. 
 Bond of treasurer, 189. 
 By-Laws, form of, 177. 
 
 statutory matters to be contained in, 176. 
 Business, clauses regulating, 174. 
 Call of meeting by three stockholders, 197. 
 Certificate of Incorporation, long form, 164. 
 
 short form, 163. 
 Clauses regulating business, etc., 174. 
 General clauses, 173. 
 
 Object clauses for specific companies (alphabetically arranged), 169 
 Certificate of amendment of charter, before payment of capital, 198. 
 
 increase of capital, 199. 
 change of location of principal office, 201. 
 consent of stockholders to dissolution, 207. 
 dissolution, by unanimous consent of stockholders, 204. 
 
 vote of directors and consent of two-thirds of 
 stock, 207. 
 issued by secretary of state, 206. 
 increase of capital stock, 199. 
 payment of capital stock, 192. 
 
 additional capital stock, 193. 
 secretary of state as to filing of consent of stockholders to 
 
 dissolution, 210. 
 stock, common, 202. 
 
 preferred. 202. 
 substitution of agent of foreign corporation, 211. 
 surrender of corporate franchises, 203. 
 Charter — see Certificate of hicorporation. 
 Clauses, regulating business, 174. 
 
 specific objects, 169. 
 Corporate acknozvledgmcnt, form of. 212. 
 
 (215)
 
 2l6 INDEX TO PRECEDENTS. 
 
 [The numbers refer to pages.] 
 
 Cuinulative voting, provision for, 175. 
 Directors, first meeting ot, suggestions for, 181. 
 minutes of, 184. 
 list of, at time of dissolution, 209. 
 Dissolution, certificate of, 204. 
 Foreign Corporation, statement by, 210. 
 
 substitution of agent of, 211. 
 General clauses, 173. 
 Incorporators' inectiiig, matters to be transacted at, 180. 
 
 minutes of, 182. 
 Increase of capital stock, igg. 
 Inspectors' oath and report, 188. 
 List of directors, etc.. at time of dissolution, 209. 
 Meeting of directors, first, suggestions for, 181. 
 minutes of, 184. 
 incorporators, suggestions for, 180. 
 
 minutes of, 182. 
 stockholders, annual, minutes of, 194. 
 Notice of annual meeting of stockholders, 195. 
 assessment of stock, 191. 
 
 sale of .stock for non-payment of assessment, 191. 
 Oatli of inspectors, 188. 
 
 secretary, 189. 
 Officers, directors, etc., annual report of, 196. 
 Payment of capital, certificates of, 192, 193. 
 Preferred stock, clauses in charter for, 167. 
 Principal office, certificate of change of, 201. 
 
 Proof of certificate of incorporation by subscribing witness, 169. 
 Proxy, for annual or special meeting of stockholders. 195. 
 
 first meeting of incorporators, 187. 
 Publication of certificate of dissolution, affidavit of, 205, 208. 
 Report of directors, ofificers, etc., annual, to secretary of state. 196. 
 Secretary, oath of, 189, 
 Specific object clauses, 169. 
 Statement by foreign corporation, 210. 
 Stock, certificate of, assignment of. 203. 
 common, 202. 
 preferred, 202. 
 Stochi'.olders. annunl meeting, minutes of, 194. 
 
 notice of, 195. 
 Subscription, assignment of, 187. 
 Surrender of corporate franchises, 203. 
 Treasurer, bond of, 189. 
 
 Waiver of notice of first meeting of incorporators, 187. 
 
 directors, 189. 
 payment of assessment, 188.
 
 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 A. 
 
 Abandonment of corporate powers, 55. 
 
 Abatement of actions, death of receiver does not efifect, loi. 
 
 dissolution does not effect, 84. 
 Absent stockholders may vote by proxy, 31. 
 Acknowledgment, how taken, 19. 
 
 must be in New Jersey form, 19. 
 of certificate of incorporation, 19. 
 who may take, in New Jersey, 19. 
 Actions not to abate on death of receiver, lOi. 
 dissolution, 84. 
 be prosecuted by foreign corporation until certificate of 
 authority obtained, 115. 
 Additional powers, 7, 18. 
 
 Address of company's New Jersey ofiice to be stated in all certificates, etc., 69. 
 Administrator may vote, 59. 
 
 appointment and compensation of, i, 6. 
 authority of, 13. 
 Agents, chosen as prescribed by by-laws, 30. 
 
 knowledge of, when chargeable to company, 28. 
 power to appoint and compensate, i, 6. 
 service of process upon, 66, 107, 109. 
 term of office, 30. 
 
 to furnish schedule of property and debts to officer having execu- 
 tion, 85. 
 torts of, 30. 
 Agent in charge of principal office, 17, 69, 115. 
 
 service of process upon, 65, 68, 107, 109. 
 name of, to be stated in all certificates filed, 69. 
 
 annual report, 65. 
 of foreign corporation, may be domestic corporation, 115. 
 to be designated, 65, 115. 
 
 stated in annual report, 65. 
 to be appointed annually, 67. 
 Aggrieved persons may appeal from receiver to chancellor, 100. 
 have election investigated, 63, 64. 
 
 (217)
 
 2l8 GKNERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Agreement of consolidation or merger, contents of, 120. 
 
 submitted to stockholders, 121 
 All^liahetical list of stockholders, 55. 
 Alteration of by-laws, 21. 
 
 charter, 9, 46, 47, 137. 
 
 how effected, 47. 
 name, 47. 
 
 number of directors, 2. 
 par value of shares, 47. 
 seal, I. 
 Amendments, fees on filing certificates of, 47, 129. 
 how effected, 47. 
 may be made by vote and consent of less than two-thirds of 
 
 stock, when, 32. 
 of act to be part of every charter formed under this act, 11. 
 certificate of incorporation after organization, 47, 137. 
 
 before payment of capital, 46. 
 to this act, II. 
 Annual election of directors, 21, 26, 55, 57. 
 franchise tax, 147. 
 report, what to contain, 65, 75. 79. 
 Appointment of officers, agents, etc., i, 6, 17. 
 receiver, 83, 88. 
 
 where applied for, 89. 
 Assent of stockholders to changes, 32, 48. 
 dissolution, 54. 
 Assessments, calls by receiver of, 42. 
 on stock, 35, 44. 
 
 proceedings on non-payment of, 41, 45. 
 Assessors, state board of, duties and powers of, 147, 151. 
 Assets of dissolved corporation, distribution of. 82, 84. 
 insolvent corporation, distribution of, 165. 
 
 laborers' lien upon, 103, 104. 
 Assignment, corporation may make general, 88. 
 
 of property after insolvency void, 86. 
 Attachment against foreign corporations, 117. 
 
 enforcement of prerogative writ 
 by, 119. 
 of shares of stock. 40. 
 
 See also Foreign Corporations. 
 Attorney-General to prosecute companies failing to display name at prin 
 
 cipal ofifice, 72. 
 pay franchise tax, 152 
 155. 
 Authority of foreign corporation to do business, 115.
 
 GEXERAI, IXDEX. 219 
 
 [Tlie numbers refer to pages.] 
 
 Authority (Cont'd) — 
 
 penalty for failure to obtain certificate of , before doing business, II7- 
 
 revocation of, for failure to appoint agent, 116. 
 Authentication of certificate of incorporation, 19. 
 
 B. 
 
 Ballot, elections to be by, 57. 
 
 "Bank," not to be part of name of corporation under this act, 134. 
 Banking companies not to be formed under this act, 9. 11. 
 frrinchise cannot be sold, 102. 
 powers prohibited, 9. 
 Bequests to corporations, i. 
 Bills and notes, power to issue, 9. 
 Board of Assessors, State, powers and duties, 147. 
 Bond of treasurer, 26. 
 Bondholders, lien of, 5. 
 Bonds, amount of, not limited by statute, 5. 
 
 convertible into common stock, 35, 36. 
 
 may be issued by consolidated corporation, 125. 
 
 reorganized corporation, 97. 
 of other corporations may be held, 79. 
 power to issue, 5, 97. 
 preferred stock convertible into, 35, 36. 
 Bonus stock. 44. 
 Books as evidence, 56, 72. 
 inspection of, 21, 69. 
 may be kept out of state (except stock and transfer), 69. 
 
 ordered brought into state, 70, 71. 
 penalty for refusal to exhibit, 56. 
 stock, only evidence of right to vote, 56, 62. 
 to be open to inspection, 55. 
 
 kept in principal office in New Jersey, 55. 
 produced at election, 56. 
 transfers to be made on, 37. 
 
 See also Inspection. 
 Breach of by-laws, penalty for, 2. 
 
 Building and Loan associations not to be formed under this act, 11. 
 Business of corporation, change of nature of, 47- 
 
 may be carried on outside of New Jersej-, 13, 69. 
 to be managed by directors, 21. 
 By-Laws, amendment and alteration of, 21. 
 
 binding upon and confer rights on members, not on third persons 
 
 without notice, 6. 
 breach of, penalty for, 2. ' .
 
 220 GENERAL INDEX. 
 
 [The numbers refer to pages] 
 
 By-Lazi's (Cont'd) — 
 
 construction of, 21. 
 contractural rights created by, 6. 
 
 corporations organized under other acts may fix method of alter- 
 ing, 49- 
 directors may make and aher, if certificate of incorporation so 
 
 provides, 21. 
 general principles respecting, 7. 
 made by directors subject to repeal by stockholders, 21. 
 
 majority of stockholders may regulate dividends, 73. 
 may designate date for election of directors, 63. 
 
 determine manner of calling and conducting meeting, 32. 
 number of shares to be held by directors, 61. 
 
 constitute a quorum at meet- 
 ings, 32. 
 entitle stockholders to one or 
 more votes, 32. 
 stockholders necessary to constitute a 
 quorum at meetings, ^2- 
 fix date for declaring dividends, 73. 
 and alter number of directors, 2. 
 prescribe manner of filling vacancies, 30. 
 
 penalty for breach thereof, not exceeding $20, 2. 
 provide for keeping certain books outside of state. 69. 
 management of corporate property, 2. 
 meetings outside of state, 69. 
 regulation of corporate affairs, 2. 
 
 voting at elections, 58. 
 not binding upon third persons without notice, 6. 
 penalties for breach of, 2. 
 power to make generally. 2, 6. 21. 
 
 and alter lies in stockholders primarily, 21. 
 may be conferred on directors, 21. 
 powers of company cannot be enlarged by, 17, 21. 
 provisions of, regulating elections, 21, 58. 
 to regulate transfers of stock, 37. 
 when provisions of, a contract between stockholders, 6. 
 
 C. 
 
 Call of first meeting. 31. 
 
 stockholders' meeting by three stockholders, 72. 
 
 subscriptions, 41, 44. 
 Canal companies not to be formed under this act, 11. 
 Candidatc'ioT director not to be judge, clerk or inspector of election, 57.
 
 GENERAL INDEX. 221 
 
 [The numbers refer to pages.] 
 
 Capital, amount issued and outstanding to be stated in anuual report, 65. 
 to be stated in certificate, 14, 17. 
 
 with which company begins business is amount subscribed 
 by incorporators, 14. 
 if withdrawn without notice, directors liable, 51. 
 may be paid in property, 75. 
 
 services, when, 79. 
 not fully paid up, stockholders liable to creditors, 41. 
 provisions for conversion on consolidation to be stated in agree- 
 ment, 120. 
 statement of, to be filed by foreign corporations, 115. 
 stock, see Stock, Increase, Decrease and Change. 
 to be paid in money, 74. 
 
 when payment is made, certificate to be made and filed, 46. 
 Certificate of Incorporation, amendment of, 15, 46, 48. 
 
 by creating preferred stock, 32- 
 authentication, record and filing of, 19. 
 cannot be attacked collaterally, 16. 
 charter of company, 15. 
 contract, is a, 15, 48, 50. 
 corporation may not be subscriber to, 13. 
 errors in, how cured, 137. 
 evidence, certified copy is, 19, 48. 
 fees for filing, 129. 
 
 recording, 20. 
 filing of, begins corporate existence, 19. 
 foreign corporation, of, must be filed, 115. 
 is equivalent to special act of legislature, 15. 
 matters to be contained in, 14, 32, 33, 68, 73. 
 may be amended, 46, 47, 49, 137. 
 
 confer power on directors to make by- 
 laws, 21. 
 to choose class of directors 
 on one class of stock, 
 exclusively. 21. 
 contain provisions regulating business and 
 
 affairs, 14. 
 create powers. 14. 
 designate date of election, 63. 
 determine how many shares director must 
 own to qualify, 61. 
 manner of calling and conduct- 
 ing meetings, 32. 
 
 iS
 
 222 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Certificate of Incorporation (Cont'd) — 
 
 may determine number of shares constituting quo- 
 rum at meet- 
 ings, 32, 57. 
 entithng stock- 
 holder to one 
 or more 
 votes, 32. 
 grant power to carry on business in other 
 
 states, 13. 
 provide for classification of directors, 21. 
 
 stock, 32. 
 cumulative voting, 57. 
 that action requiring consent of 
 two-thirds of stock issued may 
 be taken on consent of two- 
 thirds of stock represented at 
 meeting, 32. 
 whether elections shall be by bal- 
 lot, 57- 
 must be consistent with act, 15. 
 
 executed, recorded and filed, 11. 
 filed and recorded in office of secre- 
 tary of state, 19, 20. 
 proved or acknowledged, 15, 19. 
 recorded in office of county clerk, 19. 
 signed and sealed by at least three 
 persons, 11. 
 in person, 14, 15. 
 contain address of New Jersey office and 
 name of agent, 14, 15, 68. 
 names and post office addresses of 
 incorporators, 14, 18. 
 describe dififerent classes of stock, 14. 
 state amount of capital stock with which 
 company will begin 
 business, 14. 
 common stock, and if 
 preferred, the amount 
 of preferred stock, 
 
 14- 
 period of duration if any limited, 14 
 notice of intention to repeal, 11. 
 Certificate of authority to foreign corporation, 115. 
 
 change of common stock into preferred, 47, 49
 
 GENKRAL INDEX. 223 
 
 [The numbers refer to pages.] 
 
 Certificate (Cont'd) — 
 
 of change of location of i)rincipal office, 47, 49, 50. 
 
 when not necessary, 50. 
 name, 47, 49. 
 
 nature of business, 47, 49. 
 par value of shares, 47, 49. 
 creation of preferred stock, 47, 49. 
 decrease of capital stock, 47, 49, 51. 
 designation of agent by foreign corporation, 115. 
 dissolution, 54. 
 error or omission, 137. 
 extension of corporate business, 47, 49. 
 
 existence, 47, 132. 
 increase of capital, 47, 49. 
 payment of capital stock, 46. 
 relinquishment of branch of business, 49. 
 secretary of state on dissolution, 54. 
 stock to be issued to every stockholder, 36. 
 
 when certificate lost or destroyed, 127. 
 surrender of corporate rights and franchises, 55. 
 Certificates, false, render officers making same liable for debts, 81. 
 fees for filing, 47, 50, 129. 
 
 filed must state address of New Jersey office, 68. 
 name of New Jersey agent, 68. 
 to be in English language, 69. 
 recorded, 19, 20. 
 Certificates of stock, shareholders entitled to, 36. 
 
 to be signed by president and treasurer, 36. 
 See also Shares; Stock. 
 Chancellor may restrain officers from exercising duties of office pending in- 
 vestigation, 64. 
 summarily investigate complaints touching elections, 64. 
 See also Receivers. 
 Chancery has jurisdiction of questions arising on dissolution, 84. 
 may appoint receiver of dissolved corporations, 83. 
 insolvent corporations, 88. 
 declare charter forfeited for failure to brings books into 
 state, 70. 
 of insolvent corporation void, 97. 
 order books of corporation brought into state, 70, 71. 
 See also Receivers. 
 Cliange of common stock into preferred, 47, 49. 
 location of office, 47, 49. 
 
 by directors, 50. 
 name of corporation, 47, 49. 
 nature of company's business, 47. 
 par value of shares, 47, 49.
 
 224 GENE:RAL index. 
 
 [Tlio numbers refer to pages.] 
 
 Charter, cannot be attacked collaterallj', i6. 
 
 company formed by, has powers given by this act, 7. 
 general act part of every, 7, 11. 
 may be annulled by chancellor, 97. 
 
 forfeited for failure to bring books into state, 70. 
 renewed, 156. 
 not extinguished by transfer of corporate property, 7. 
 notice of intention to repeal, required, 10. 
 of foreign corporation to be filed here, 115. 
 power of legislature to alter, etc., limited, 10. 
 
 to forfeit for specified misfeasance may be conferred on 
 court, 10. 
 subject to alteration, suspension or repeal, 9. 
 void for failure to pay taxes, 153. 
 
 See also Certificate of Incorporation. 
 Chattel mortgage, lien of, 5. 
 
 Claims against insolvent corporations for subsequent breach of contract, 100. 
 
 may be tried by jury, 100. 
 to be on oath, 99. 
 
 presented within a specified 
 time, 99. 
 Classes of stock, Ti^. 
 Classitieation of directors, 21. 
 
 by stock, 21. 
 terms, 21. 
 Collateral security, transfer of stock for, ^7. 
 
 voting on stock pledged as, 59. 
 Collection of franchise tax, 152, 155. 
 Comviencement of business, amount of capital, 14. 
 
 corporate existence, ig. 
 "Common" and "general" stock are synonymous, 34. 
 Common and preferred stock, may be issued, 2)2>- 
 seal, power to make and alter, i, 3. 
 stock may be changed into preferred, 47, 49. 
 Companies, when organization under this act prohibited, li. 
 Compensation of employees, 30, 74. 
 
 officers and agents, i, 6. 
 receivers, 105. 
 Compromise with creditors, corporation may, 2. 
 
 Comptroller, corporation inadvertently reported bv, how mistake corrected, 
 156. 
 to re])ort to governor list of corporations in arrears for taxes, 
 
 154- 
 Condemnation of lands, not authorized under this act, 11, 
 shares authorized in certain cases, 123.
 
 GENERAI. INDEX. 225 
 
 [The numbers refer to pages.] 
 
 Consent of holders of two-thirds of stock represented at meeting, when 
 equivalent to consent of two-thirds of stock issued, 32. 
 stockholders to be filed, 32, 48, 54, 132, I37- 
 changes, 48. 
 dissolution, 54. 
 Consolidation of corporations, 1 19-125. 
 
 See also Merger. 
 Constitution of companies, il. 
 Construction companies authorized, li. 
 
 may take bonds, stock, etc., for labor, 79. 
 of by-laws, 21. 
 Contracts, legality of, when made in other states, 14. 
 repudiation of unauthorized, 27. 
 rule as to ultra vires, 8. 
 with directors, voidable, 23. 
 Conversion of bonds into stock, 35. 
 
 common stock into preferred, 47, 49. 
 preferred stock into bonds, 35. 
 Conveyance of property, after insolvency, void, 86. 
 
 power to accept and make, i, 13. 
 Corporate action, how consummated, 13, 27. 
 business may be relinquished, 49. 
 existence admitted in judicial proceedings, 138. 
 begins on filing certificate, 19. 
 continuance of, 81. 
 
 for winding up business, Si. 
 may be extended, 47, 49, 132. 
 of de facto corporation cannot be attacked collaterally, 
 
 20. 
 perpetual, unless limited in charter, i. 
 funds ; see Treasurer. 
 officers, I. 26, 30. 
 name, i, 14, 16, 134. 
 may be changed, 47. 
 to be displayed, 72. 
 
 rights and franchises may be surrendered, 55. 
 seal as evidence of authority, 3. 
 power to make and alter, i, 3. 
 Corporation cannot be incorporator of railroad corporation, 13. 
 
 method of acting as such, 13. 
 Creditors' bill, 41. 
 
 claims to be on oath, 99. 
 limitation of time for proof of claim, 99. 
 remedy against stockholders for unpaid subscriptions, 41. 
 Cremation companies to file certificate with State Board of Health, 11.
 
 226 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 Cumulative voting, i8, 57. 
 
 D. 
 
 Debts due corporation may be used to satisfy execution, 85. 
 holders of stock not fully paid liable for, 41. 
 officers and stockholders paying may recover, 113. 
 liable for, for false certificate, 81. 
 
 making loans to officers and stockholders, 74. 
 not filing certificate of decrease of capital stock, 
 
 51- 
 payment of capital stock, 
 
 46. 
 paying dividends not earned, 51. 
 preferred, on insolvency, 152. 
 property mortgaged for, may be acquired, i. 
 schedule of to be furnished to officer having execution, 85. 
 to be first paid out of company's property before resort had to stock- 
 holders or officers, 113. 
 Declaration of dividends, j^- 
 
 service of, on corporation, 108. 
 Decrease of capital stock, 47, 49. 
 
 how effected, 47, 49, 51. 
 par value of stock, 47, 49. 
 Decree of dissolution to be filed with secretary of state, 85. 
 De facto corporations, 19. 
 
 existence not to be attacked collaterally, 20. 
 officers, 28. 
 Delinquent stockholders. 41, 45. 
 
 taxpayers, 152, 153, 154. 
 Devise of property to corporation, i. 
 Directors, alteration of number of, by-laws, 2. 
 annual report by, 65. 
 
 ceasing to be bona fide stockholders, cease to be directors, 61 
 candidates for office cannot be judges, etc., of election, 57. 
 chosen annually, unless otherwise provided in charter, 21, 26. 
 classification of, 21. 
 
 discretionary powers, not reviewable, 22. 
 dissent from dividend not earned, 51. 
 election, regulations concerning, 21, 26, 30, 57. 
 increase of number, 2, 31. 
 inspection of books by, 71. 
 
 judgment of, as to value of property purchased conclusive, 75, 77. 
 liability enforced by action on the case, 112. 
 bill in chancery, 112.
 
 GENERAL INDEX. 227 
 
 [Tlie numbers refer to pages.] 
 
 Directors (Cont'd) — 
 
 liability for declaring dividends not earned, 51. 
 
 cannot be waived, 52- 
 making reduction of capital, 51. 
 non-performance of duties, 25. 
 not bringing books into state, 70. 
 
 displaying name at principal ofifice, 72. 
 making and publishing decrease of capital, 51. 
 producing books and list at election, 55. 
 limitations on powers of, 14, 22. 
 list of, to be filed annually, 65. 
 
 on dissolution, 54. 
 furnished officer having execution, 85. 
 making reduction of capital, 51. 
 may assess shares of stock, 44. 
 
 change location of principal office, 50. 
 contract with the corporation, 23. 
 meet out of this state, 69, 70. 
 must act as board, 23, 27. 
 
 be bona iide stockholders, 21, 61. 
 
 call meeting of stockholders when company is insolvent, 86. 
 not sell property after or in contemplation of insolvency, 86. 
 names of, to be stated in consolidation agreement, 120. 
 neglecting to present list of stockholders, ineligible to election, 66. 
 number to be fixed and altered by by-laws, 2. 
 
 not less than three, 21. 
 one to be a resident of state, 22. 
 paying debts, may recover, 113. 
 power to contract with company, 23. 
 
 mortgage property, 4. 
 powers, how created, defined and regulated, 14. 
 property of, not to be sold until remedy against company ex- 
 hausted, 113. 
 qualification of, 61. 
 quorum, 23. 
 
 ratification of acts, 26, 28. 
 residence of, 22. 
 resignation, 25. 
 
 term of no class of, to exceed five years, 21. 
 to be trustees on dissolution, 82, 83. 
 declare dividends, y2>- 
 manage business of corporation, 21, 22. 
 vacancy filled as provided in by-laws, 30. 
 votes of, to be recorded, 26. 
 
 See also Elections. 
 Disposition of assets of corporation by receiver or trustee, 82, 84.
 
 228 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Dissent of director to improper dividend, 51. 
 
 Dissenting shares, condemnation of, in certain cases on consolidation, 123. 
 
 Dissolution, affidavit to be filed, 54. 
 
 by court of chancery, 97. 
 incorporators, 55. 
 legislature, 9. 
 certificate of, to be published, 54. 
 chancellor has jurisdiction, 84. 
 
 copy, decree of, to be filed with secretary of state, 85. 
 corporate existence continued after, for winding up, 81. 
 directors to be trustees for winding up, on, 82, 83. 
 disposition of proceeds, on, 84. 
 does not abate actions, 84. 
 list of directors and officers to be filed, on, 54. 
 methods of, 7, 53, 55, 97. 
 not caused by failure to elect directors, 6^. 
 notice to be given, 53. 
 of educational institutions, 139. 
 powers as to, 2, 53. 
 
 of trustees on, 82, 83. 
 proceedings for, 53, 55. 
 receiver, appointment of, 83. 
 rights of preferred stockholders on, 34, 105. 
 state taxes must be paid before, 138. 
 voluntary, 53. 
 Distribution of proceeds of dissolved corporation, 82, 84. 
 
 insolvent corporation, 105. 
 District court, service of summons of, 109. 
 Dividends declared, are debts due stockholders, 74. 
 
 on preferred stock may be made cumulative, 33. 
 
 and common stock, 23- 
 suits to enforce declaration of, 7^. 
 time of making, 73. 
 
 to be made only from profits or surplus, 51. 
 Domestic corporations, service of process on, 66, 68, 107, 109. 
 Duration of corporate existence to be stated, 14, 18. 
 Duties of president and treasurer in issuing stock, 37. 
 
 Easements, corporation may grant, 4. 
 
 Educational institutions, dissolution of, 139. 
 
 Elections, books only evidence of right to vote at, 56, 62. 
 
 failure to hold does not work forfeiture, 63 
 
 first, 31.
 
 GENERAL, INDEX. 229 
 
 [The numbers refer to pages.] 
 
 Elections (Cont'd) — 
 
 inspectors of, 57, 62. 
 
 investigation of complaints as to, by chancellor, 64. 
 
 supreme court, 63. 
 list of shareholders to be made and shown at, 55. 
 new, may be ordered, 63, 64. 
 
 not held on proper day may be held afterwards, 63. 
 provisions as to classification of directors, 21. 
 regulations concerning, 55, 58. 
 
 stock belonging to company not to be voted on, 60. 
 to be by ballot, 57. 
 
 held annually, 21. 
 Llmincnt doviaiu, company requiring power of, not authorized, 11. 
 Employees, compensation of, 30, 74. 
 
 wages to be paid at least every two weeks, 136. 
 Entries in books as evidence, effect of, 72. 
 
 Errors in certificate of incorporation may be cured by amendment, 137. 
 Evidence, books as, 56, 62, 72. 
 
 certificate of incorporation or copy as, 19, 48. 
 of consolidation or merger, 121. 
 insolvency, 87, 90. 
 right to vote, 56, 62. 
 Examination of witness by receiver, 98. 
 Excessive taxes readjusted, 157. 
 Execution against corporation, proceedings, 85. 
 lien of, 96. 
 
 may be satisfied from debts due corporation, 85. 
 shares of stock may be sold on, 143. 
 Executive Committee, power of directors to delegate powers to, 26. 
 Executive Poiver of corporations in board of directors, 21. 
 Executors and trustees may vote, 59. 
 Exemptions from payment of franchise taxes, 144. 
 
 personalty tax, 127. 
 Existence, continuance after expiration of charter, 81. 
 
 corporate, admitted in judicial proceedings. 138. 
 
 beginning, duration, extent, etc., i, 2, 19. 
 extension of, 47, 49, 132. 
 
 of de facto corporation cannot be attacked collaterally, 20. 
 Extension of corporate existence, 47, 49, 132. 
 
 Factors, appointment of, 30. 
 
 Failure to hold election shall not work forfeiture, 63. 
 pay franchise tax voids charter, 153.
 
 230 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 False certificate, officers making, liable for debts, 81. 
 
 statement to state board of assessors, penalty for, 150. 
 Fees and taxes for certificates, filing, 47, 50, 129. 
 
 recording, 20. 
 religious and charitable associations exempt, 130. 
 schedule, appendix, 213. 
 Filing certificates of incorporation, 19. 
 
 regulations as to, certain certificates, etc., 68, 69. 
 First meeting, how called. 31. 
 Foreclosure of mortgaged property, 5. 
 Foreign corporations, annual report by, 65. 
 
 attachments against, 117. 
 
 appointment of agent of, 66, 115, 116. 
 
 cannot maintain action until certificate of authority is 
 
 obtained, 115. 
 domestic corporation may be agent of, 115. 
 enforcement of writ, against, 119. 
 how authorized to do business here, 114. 
 
 sued, no. 
 may hold and mortgage lands here, 113. 
 must comply with law before engaging in business, 
 
 114, 117- 
 penalty against, for failure to comply with law, 117. 
 process against, 107, 109, no. 
 receivers of, 93. 
 
 retaliation for taxes, etc., by other states, 118. 
 service of prerogative writ against, 118. 
 subject to provisions of this act, 114. 
 to file charter and statement before doing business 
 here, 115. 
 Foreign executors may vote stock, 60. 
 Foreign receiver, 95. 
 Foreign state, business may be conducted in, 13. 
 
 corporation may hold property in, 13. 
 Foreign stockholders, liability of, what law governs, 42. 
 Forfeiture of charter for not bringing books into state, 70. 
 non-payment of taxes, 153. 
 power of legislature, 10. 
 Formation of companies under this act, 11. 
 Forms. Index to Precedents, p. 215. 
 Franchises may be mortgaged, i. 
 
 leased to other corporations, 136. 
 sold by receiver, 102. 
 surrendered, 55. 
 of railroad, canal or other public works may be sold, 102.
 
 GENERAL, INDEX. 23 1 
 
 [The numbers refer to pages.] 
 
 Franchises (Cont'd) — 
 
 vest in receiver upon appointment, 95. 
 when not to be extended, 132. 
 Franchise tax, amount of, 147, 151. 
 
 appeal from assessment, limitation of, 158. 
 
 application of act, 148. 
 
 arrears, injunction against company in, 152. 
 
 attorney-general may proceed against company in, 
 152,, 155- 
 assessors, state board of, duties and powers of, 151 
 
 annual report to, 147. 
 basis of, 149, 151. 
 collection of, 152. 
 continuance of, 150. 
 debt, is a, 152. 
 
 preferred in case of insolvency, 152. 
 erroneous assessment to be corrected, 158. 
 exemptions from, 148, 150. 
 failure to make return, penalty, 150. 
 
 pay, penalty, 151, 153. 
 false statement, penalty for making, 150. 
 illegal assessment, refunding, 158. 
 insolvency, preferred debt in case of, 152. 
 license tax, is a, 149. 
 
 list, comptroller to make, of delinquents, 154. 
 "manufacturing," what is, 150. 
 
 mistake in proclamation of governor, may be corrected. 156. 
 not a property tax, 149. 
 penalty for being in arrears, 151, 152, 153. 
 
 exercising powers after charter declared void, 154 
 
 false statement, or failure to make statement, 150. 
 
 proclamation by governor, voiding charters of corporations 
 
 in arrears, 153, 154. 
 readjustment of unjust assessment, 157. 
 receiver may be appointed for corporations in arrears, 155. 
 refunding of taxes illegally assessed, 158. 
 renewal by governor of void charters, 156. 
 report, annual, to state board of assessors, 147. 
 void charters, may be renewed by governor, 156. 
 Fraud, see Stock. 
 
 Fraudulent objects not to be promoted, 161. 
 Full-paid stock, how created, 75, 79. 
 
 G. 
 
 General acts for specific corporations, list of, xlix. 
 General assignment, corporation may make, 88.
 
 232 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 General creditors' bill, 41. 
 
 "General" and "common" stock are synonymous, 34. 
 Government of corporations, regulation of, 2, 14. 
 Governor may correct mistakes in proclamation, 156. 
 renew void charters, 156. 
 to issue proclamation as to charters void for non-payment of taxes, 
 
 154- 
 Guardian may vote. 59. 
 
 H. 
 
 Home office, corporations must have, 17, 68, 69. 
 
 Hypothecated stock may be voted on, 59. 
 
 Hypothecation of stock must be stated m the transfer, 27- 
 
 Implied contract, action on, 3. 
 
 Incorporation, certificate of. See Certificate of Incorporation. 
 
 Incorporators, first meeting, how called, 31. 
 
 may amend charter before payment of capital, 46. 
 surrender corporate powers and dissolve, 55. 
 names and post-office address to be stated, 14, 18, 68. 
 survivors may designate successor of deceased, 130. 
 Increase of capital stock, 47, 48. 
 
 certificate of payment of, 46. 
 rights of stockholders on, 49. 
 par value of shares, 47. 
 Incumbered property may be sold by receiver free of liens, loi. 
 Index: 
 
 (i) Statute and Case Laws: General, 217. 
 (2) Precedents, 215. 
 Infants, incompetency of, to be incorporators, 13. 
 Inherent power of corporation to act as such, 13. 
 Injunction against corporation delinquent in taxes, 152. 
 imitation of name already in use, 16. 
 insolvent corporation, 88. 
 Insolvency, assignment or conveyance of assets after, prohibited, 86. 
 compensation of receivers on, 105. 
 compromise with creditors, 97. 
 distribution of assets upon, 105. 
 evidence of, 86, 88. 
 forfeiture of charter, 97. 
 franchise tax preferred in case of, 152. 
 injunction and receiver, 88. 
 laborers' liens on, 103, 104. 
 meeting to be called by directors in case of, 86.
 
 GENERAI, INDEX. 233 
 
 [The numbers refer to pages.] 
 
 Insolvency (Cont'd) — 
 
 powers of receivers, 93, 98. 
 
 property vests in receiver on appointment, 95. 
 
 qualification and oath of receiver, 95. 
 
 sale of franchise of public nature, 102. 
 
 mortgaged property free from liens, loi. 
 trial by jury of disputed claim, 100. 
 what constitutes, 86, 88. 
 
 See Assessment; Preferences ; Receivers. 
 Inspection of books by directors, 71. 
 
 stockholders, 21, 56, 69, 70. 
 
 remedy by mandamus, 71. 
 Inspector of election, candidate for director cannot be, 57. 
 duties of, 62. 
 oath and report, 62. 
 provision for in by-laws, 62. 
 Insurance companies not to be formed under this act, 11. 
 "Insurance" not to be part of name of company formed under this act, 134. 
 Inventory by receiver, 81. 
 Investigation of complaints touching election by chancellor, 64. 
 
 supreme court, 63. 
 
 J. 
 
 Judgment creditors preferred on insolvency, 105. 
 
 of directors as to value of property purchased, conclusive, 75, 77. 
 Judgments against corporations, how satisfied, 85. 
 
 property may be acquired at sale upon, i. 
 Jury trial of claim before receiver, 100. 
 Justice's court has jurisdiction of foreign corporations, no. 
 
 K. 
 
 Knoivledge of agents, when chargeable to company, 28. 
 
 Labor, work and services paid by stock, 79. 
 
 Laborers' lien on insolvency, 103, 104. 
 
 Land, condemnation of, not authorized by this act, 11. 
 
 power of foreign corporations to hold, 113. 
 to hold and convey, I, 13. 
 
 purchase of, with stock, 75. 
 Legislature may dissolve corporations, 9. 
 Levy against stock, how made, 144. 
 Liabilities enforced by action or by bill, 112. 
 
 imposed by this act bind every corporation, 7.
 
 234 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Liabilities (Cont'd) — 
 
 imposed by this act not to be impaired by amendment, ii. 
 personal, imposed by laws of other states, 135. 
 Liability of corporation, for ultra vires acts, 8. 
 
 directors, 25, 51, 56, 72, 82, 83, 112. 
 
 officers, 46, 55, 81, 112, 143. 
 
 preferred stock, for assessments, 35. 
 
 secretary ; see Secretary. 
 
 stockholders, 19, 35. 41, 44, 51, 75, 76. 
 
 subscribers, 42. 
 
 transferees of stock, 43. 
 
 treasurer ; see Treasurer. 
 
 See also Penalties. 
 License Tax; see Franchise Tax. 
 
 Lien; see Bondholders; Laborers; Receivers; Stock. 
 Liens J receiver may sell property, etc., free from, loi. 
 Limitations on powers of corporations, etc., 14. 
 
 statute of, period on unpaid subscriptions, 44. 
 List of corporations to be made by secretary of state, 131. 
 
 delinquent taxpayers to be reported by comptroller to the governor, 
 
 154. 
 officers and directors to be filed annually, 65. 
 
 on dissolution, 54. 
 stockholders to be prepared and filed ten days before and presented 
 at annual election, 55. 
 Loans to stockholders and officers forbidden, 74. 
 Location of principal office, 14, 65, 68. 
 
 change of, 47, 49. 
 
 by directors, 50. 
 Lost certificate of stock, issue of new certificate in place of, 127. 
 
 M. 
 
 Majority in interest to constitute a quorum, 32, 57. 
 Management of corporation may be regulated by by-laws, 2. 
 Managers; see Directors. 
 Mandamus to compel inspection of books, 70. 
 
 performance of corporate duty, 3. 
 See also Stock. 
 "Manufacturing company" exempt from paying franchise tax, 148, 150. 
 
 what is, 150. 
 Meetings, first, how called, 31. 
 
 for purpose of dissolution, 53. 
 
 manner of calling and conducting, 32. 
 
 may be, in certain cases, called by three stockholders, 72. 
 
 must be called when company is insolvent, 86.
 
 GENERAL, INDEX. 235 
 
 [The numbers refer to pages.] 
 
 Meetings (Cont'd) — 
 
 notice of, 33. 
 
 of directors may be lield out of this state, 69. 
 
 stockholders to be held in this state, at registered office, 69. 
 quorum at, 32, 57. 
 secretary to record minutes of, 73. 
 to amend certificate of incorporation, 47. 
 
 See also Directors; Stockholders. 
 Merger, certain corporations may merge, 119. 
 contracts, 120. 
 
 dissenting stockholders of certain companies may apply for appoint- 
 ment of appraisers, 123. 
 provisions as to, 120-125. 
 Methods of winding up and dissolving corporation, 7. 
 Minutes to be kept by secretary, 29, y2- 
 Minute book as evidence, 72. 
 
 Misdemeanor to incorporate for fraudulent objects, 161. 
 Modification of rights of stockholders, 15, 49. 
 Money, capital must be paid in, 74. 
 
 corporation not authorized by this act, 9, 11. 
 no loans of, to officers or stockholders, 74. 
 Mortgage, by consolidated corporation, 125. 
 foreign corporations, 113. 
 consent of stockholders not required, 4. 
 creditors holding, preferred on insolvency, 105. 
 directors may create, 4. 
 foreclosure of, 5. 
 of chattels, 5. 
 
 power of corporations to give, i, 4, 13, 53, 97. 
 tax exemption, 127. 
 
 See also Bonds; Directors ; Laborers; Receivers. 
 Mortgaged property may be acquired by corporation, i. 
 
 sold by receiver free of liens, when, loi. 
 Mortmain, statutes of, never in force in New Jersey, 4. 
 
 Municipal corporations of other states not to hold real estate in this state, 114. 
 Mutual associations may create stock, 131, 
 
 N. 
 
 Name of agent to be stated in annual report, 65. 
 
 corporation, certain words not to be used as part of, 134. 
 may be changed, 47. 
 
 not to be same as name already in use, 14, 16. 
 succession by, i. 
 to be displayed at office, 72.
 
 236 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Name (Cont'd) — 
 
 of corporation to be stated in annual report, 65. 
 
 certificate of incorporation, 14, 16. 
 Names of incorporators to be stated, 14, 18. 
 Negotiable instniments, power to make, 9. 
 
 signing of, 29. 
 Non-resident officer, notification of writ of execution against shares of 
 
 stock, 144. 
 Notice of assessment of stock, 44. 
 
 changes and alterations, 47. 
 
 dissolution. 53. 
 
 intention to repeal charter, 10. 
 
 meeting, when required, 33. 
 
 proposed consolidation, 121. 
 
 sale of stock for unpaid assessments, 45. 
 
 stockholders' first meeting, 31. 
 
 meeting, 31, 2,2), 72>- 
 
 waiver of, 31. 
 when company charged by agent's knowledge, 28. 
 Notices to stockholders, officers, etc., may be sent to principal office, 68. 
 Number of directors, how fixed and altered, 2, 21. 
 
 O. 
 
 Oath of receiver, 95. 
 secretary, 26. 
 Objects for which corporation may be formed, 11. 17. 
 fraudulent, prohibited, 161. 
 
 to be stated in certificate of incorporation, 14. 18. 
 See Precedents. 
 Office in state, 17. 
 
 out of this state, 13, 69. 
 principal, 14, 17, 55, 68, 69. 
 
 change of location of, 47, 49. 
 
 by directors, 50. 
 name to be displayed at, 72. 
 removal of, 47, 49. 
 
 See also Principal Office. 
 Officers, annual statement by, 65. 
 
 appointment and compensation, i, 6, 26. 
 authority to act, 13, 28. 
 chosen according to by-laws, 26, 30. 
 de facto, acts of, are binding, 28. 
 
 definition of, 28. 
 liability enforced by action at law, 112. 
 
 bill in chancery, 112.
 
 GENERAL INDEX. 2^^ 
 
 [The numbers refer to pages.] 
 
 Officers (Cont'd; — 
 
 liability for making false certificates, 8i, 150. 
 
 loans to stockholders and officers, 74. 
 liability for not bringing books into state, 70. 
 
 exhibiting list of stockholders, 56. 
 furnishing schedule to sherifif, etc., 85, 143. 
 making certificate of payment of stock, 46. 
 list of, to be filed annually, 65. 
 
 on dissolution, 54. 
 non-resident, how notified of levy by sheriff, 144. 
 paying company's debts, may recover, 113. 
 powers of, 2~. 
 
 ratification of acts of, 26, 2."], 28. 
 removal of, 29. 
 
 repudiation by corporation of unauthorized contracts of, 28. 
 to be served with process, 107. 
 term of office, 26, 30. 
 vacancies among, 30. 
 Omission in certificate of incorporation may be cured by amendment, 137. 
 Organization by surviving incorporators, 130. 
 Outside of state, business may be carried on, 13, 69. 
 Ownership of stock. 41. 
 
 P. 
 
 Par value of shares may be any amount, 18. 
 
 changed, 47, 49. 
 Partnership, power of corporation to enter into, 8. 
 Patents, purchase of, 77. 
 
 sale of by trustee for payment of state taxes, 155. 
 Payment of capital stock, 46, 7^,. 
 
 certificate of, 46. 
 how made, 74, 75. 
 Penalties for breach of by-lavv-s, 2. 
 
 candidate as director acting as inspector of election, 57. 
 exercising franchises after proclamation of governor, 154. 
 failure of foreign corporations to appoint new agent on death 
 
 of old, 66, 116. 
 obtain authority to do busi- 
 ness, 116, 117. 
 officers and directors to make annual statement to 
 secretary of state, 66. 
 to file certificate of payment of capital stock, 
 46. 
 make statement of stock holdings to 
 sheriff, 145. 
 
 19
 
 238 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Penalties (Cont'd) — 
 
 for failure of officers to publisli certificate of decrease of capital. 
 
 51- 
 
 stockholder to pay assessment on stock, 45. 
 to exhibit name at principal office, 72. 
 
 maintain a principal office in New Jersey, 69, 70. 
 make certificate of decrease of capital, 51. 
 payment of capital, 46. 
 statement to state board of assessors, 150. 
 obey order to hold election, 63. 
 pay franchise tax, 151, 152. 
 loan to officers or stockholders, 74. 
 making false certificate or giving false notice, 81. 
 
 statement to state board of assessors, 150. 
 non-payment of employees at least every two weeks, 136. 
 payment of dividends from other than surplus earnings, 51. 
 refusal of directors to make and file annual statement to sec 
 retary of state, 66. 
 produce books and list of stockholders 
 at election, 55. 
 witness to testify before receiver. 98. 
 to bring stock and transfer books into state. 70. 
 exhibit books to stockholders, 55. 
 issue new certificate of stock, 129. 
 ultra vires acts, 8. 
 Period of existence not limited, i. 
 "Persons" defined, 12. 
 
 may include corporations, 68. 
 Personal liability, when not enforced in courts of this state, 135. 
 property, power to hold and convey, I, 13. 
 mortgage, 5, 13. 
 taxation of, 126. 
 service of process, 3. 
 
 shares of stock are personal property, 2>7- 
 Place of business may be out of this state, 13. 
 Pledged stock, holder of, may vote, when, 59. 
 
 Polls at election, if all stock not represented, to be open at least one hour. 57. 
 Pools or trusts for voting, 59. 
 Post-office address of incorporators to be stated in certificate, 14, 18, 68. 
 
 registered office deemed address of stockholders, 68. 
 Pozvers, additional, 7, 18. 
 
 banking, prohibited. 9. 
 
 expressly prohibited. 7, 11, 12. 
 
 management and control of corporation, 21. 22. 
 
 mav be created by certificate of incorporation. 14. 18.
 
 GENERAL INDEX. 239 
 
 [The numbers refer to pages.] 
 
 Poivers (Cont'd) — 
 
 must hold for accomplishment of lawful objects, 12. 
 of corporations specified, i, 7, 13, 18, 79, 80. 
 directors, 21-25. 
 foreign corporations, 113. 
 officers, 27. 
 
 receivers on insolvency, 83, 88, 93, 98. 
 trustees on dissolution, 83. 
 possessed by every corporation, i, 7. 
 ultra vires, rule as to, 8. 
 Precedents, index to, 215. 
 
 Preferences, insolvent corporation not to give, 87. 
 Preferred stock, conversion of into bonds, 35. 
 
 dividends to be paid only from profits, 51. 
 holder of, not liable for debts of corporation, 34. 
 may be created, 47, 49. 
 issued, 2>2>- 
 
 and increased, 33, 47, 49- 
 have special voting power, 33. 
 not to exceed two-thirds of actual capital, 2>?>- 
 on dissolution preferred in distribution, 34, 105. 
 power to create by amending charter, zi- 
 redemption of. t,t,. 
 
 terms on which created to be stated in charter, 14, T^i- 
 Prerogative zvrits, service of, on foreign corporations, 118. 
 President elected by directors or stockholders, as by-laws provide, 26. 
 liability of, for not filing certificate of payment of capital, 46. 
 
 how enforced, 112. 
 powers of, 27. 
 to be chosen from the directors, 26. 
 
 sign annual report to secretary of state. 65. 
 certificates of stock, 36. 
 certificate upon payment of capital, 46. 
 Principal office, agent in charge, 65, 69. 
 
 actually in charge in business hours, 55, 71. 
 authorized to receive process, 68. 
 always to be kept in this state, 69, 70. 
 designated by foreign corporation, 65, II5- 
 location of, to be set forth in annual report. 65. 
 
 certificate of incorporation. 14, 
 
 18. 
 everv statement, etc., filed. 17, 
 68. 
 may be changed. 47, 49. 
 
 by directors, 50.
 
 240 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Principal office (Cont'd) — 
 
 may be removed. 47, 49. 
 must be registered, 68. 
 name to be displayed at, 72. 
 outside of this state, 13, 69. 
 records to be kept at, 55. 
 synonymous with registered office, 67. 
 stock books and lists to be kept at, 55. 
 stockholders' meeting to be held at, 69. 
 transfer books must be kept at, 57. 
 Proceedings to compel company to issue and transfer stock, 40. 
 
 new certificate of stock, 128. 
 when summons not served, iii. 
 Process,, agent for service of, on foreign corporations, 66, 115. 
 first, against corporation to be summons, 107. 
 how served on foreign corporations, 107, 109, no. 
 service of, in district courts, 108. 
 on officers, 107. 
 
 registered agent, 65, 66, 68, 107-111. 
 secretary of state, 66. 
 Proclamation of governor declaring charters void for non-payment of taxes, 
 
 154. 
 Profits and surplus only to be divided, 51. 
 
 secret, action for, 2, 78. 
 Promoters, actions against, 2. 
 
 limitation of actions against, 78. 
 sales to company by, 77. 
 Proof of claim, limitation, 99. 
 
 to be upon oath, 99. 
 Property, incumbered, may be sold free of liens, lOi. 
 
 judgment of directors as to value of, conclusive, 75. 
 management of, provided for by by-laws. 2. 
 may be leased to other corporations, 136. 
 
 not to be conveyed or assigned after or in contemplation of in- 
 solvency. 86. 
 publication of summons, 112. 
 held by foreign municipal corporations. IT4. 
 power to acquire and hold, i, 4, 13, 113. 
 
 mortgage, i, 4, 113, 125. 
 purchased, may be paid for with issue of stock, 75. 
 reconveyance of by receiver, 97. 
 taxation of, 126. 
 
 transfer of, does not extinguish charter, 7. 
 vests in receiver on appointment, 94. 
 Proxy, at stockholders' meeting, 31, 32. 58. 
 not good after three years, 58.
 
 GENERAL, IXDKX. 24 1 
 
 [The mnnbc-rs refer to pages.] 
 
 Publication of certificate of dissolution, 54. 
 decrease of capital stock, 51. 
 notice of dissolution, 53. 
 
 first meeting, 31. 
 sununons, 11 1. 
 
 corporation not to convey property after, 112. 
 Public zcorks corporations may issue full-paid stock for labor and services, 
 
 etc., 79. 
 sale of property and franchises of, by receiver, 102. 
 Purchase by corporation of its own stock. 60. 
 
 of property, i, 13, 75-78. 
 Purposes for which company may be formed, il, 17. 
 
 not be formed under this act, 9, 11, 12. 
 
 Q. 
 
 Qualification of directors, 21, 61. 
 
 stockholders to vote, 58, 59. 
 Quasi-public corporation, acts of, 9. 
 Quo ivarranto to investigate right to ofiice, 63. 
 Quorum, at stockholders' meeting, 31, 57. 
 
 not to be more than a majority, 32. 
 of directors, 23. 
 
 R. 
 
 Railroad companies not to be formed under this act, 11. 
 construction company, 11, 79. 
 franchise may be sold by receiver, 102. 
 
 in other states may be operated by company under this act, il. 
 Ratification of acts of ofiticers, 26, 28. 
 Real estate, power to hold and convey, i, 4, 13. 
 Receiver, appeal from, to chancellor, 100. 
 
 appointment of, 83. 88. 
 
 where applied for, 89. 
 
 bond, 95. 
 
 business to cease on appointment of, 89. 
 
 certificates of, 92. 
 
 claims against, 95. 
 
 compensation, 105. 
 
 death of, does not abate action, 101. 
 
 distribution of assets by, 105. 
 
 for collection of state franchise tax, 155. 
 
 foreign, status of, 95. 
 
 inventory and accounts to be fileci, 99. 
 
 jury trial of claim before, 100. 
 
 majority may act, 98.
 
 242 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Receiver (Cont'd) — 
 
 may examine witnesses, 98. 
 
 sell incumbered property, when, loi. 
 not to refuse payment of claims because bought below par, 107. 
 oath and qualification of, 95. 
 objections to report of, 95. 
 of corporation delinquent in taxes, 155. 
 foreign corporations, 93. 
 dissolved corporation, appointment of, 83. 
 
 powers and duties, 83. 
 insolvent corporation, how appointed, 88, 93. 
 railroad, etc., may sell or lease franchise, etc., 102. 
 solvent corporation, when appointed, 93. 
 powers, to close out assets, etc., 94, ct scq. 
 collect subscriptions, 42. 
 compound debts, 94. 
 examine witnesses, 98. 
 make search and break doors, 98. 
 sue, set off, etc., 94. 
 property, etc., vests in, 95. 
 qualification of, 95. 
 reconveyance by, to corporation, 97. 
 removal of, 98. 
 
 substitution of, in pending suits, loi. 
 "Rccciz'cr" to include "trustee," 94. 
 
 See also Foreign Corporations; FrancJiise Tax; Mortgages. 
 Recording fees, 20. 
 
 of certificate of incorporation, 19. 
 Redemption of preferred shares, 33. 
 
 Reduction of capital stock, directors liable for unauthorized, 51. 
 
 how effected, 47, 49, 51. 
 par value of shares, 47, 49. 
 Registered agent to be appointed annually, 67. 
 Registered office in state, 17, 55, 69, 70. 
 
 meetings to be held at, 69. 
 stock and transfer books must be kept in, 55. 
 synonymous with principal office, 67. 
 to be stated in annual report, 65. 
 Registry of stock, 55. 
 Regulation as to voting, 58. 
 
 of powers in certificate of incorporation, 14. 
 Religious and charitable associations to pay no fees on filing papers, 130. 
 Remedies against corporation not impaired by repeal, 11, 131. 
 
 officers, directors or stockholders, on their liability. 112. 
 of stockholders and third parties, 112, 113. 
 when corporation insolvent, 88.
 
 GKNKRAL, INDEX. 243 
 
 [TIic numbers refer to pages.] 
 
 Removal of officers, 29. 
 
 principal office, 47, 49. 
 receivers, 98. 
 Rciicival of corporate existence, 132. 
 
 Reorganized company may mortgage property and issue bonds and stocks, 97. 
 Reorganization, purchasers of property sold by court to become new cor- 
 poration, 138. 
 Repeal of all acts inconsistent herewith, 131. 
 
 charter of any corporation, 9, 10, 133. 
 
 notice of intention required, 10. 
 delinquent taxpayers, 153, 154. 
 this act may be passed, 11. 
 Reports, annual, to secretary of state, 65. 
 
 state board of assessors, 147. 
 must be in English language, 69. 
 
 give address of New Jersey office, 65, 68. 
 name of agent, 65, 68. 
 penalty for failure to make, 150. 
 Repudiation of unauthorized contracts of officers by corporation, 28. 
 Reserve of surplus as working capital, ~^. 
 Residence of directors, 22. 
 
 Resident director, corporations must have, 22. 
 Resignation of directors, 26. 
 
 Restrictions of power of corporation in charter, 14. 
 Retaliation for taxes, etc., imposed by other states, 118. 
 Rights of preferred stockholders, 34. 
 
 stockholders on increase of stock, 49. 
 Rule as to Jiltra vires acts, 8. 
 
 Safe Deposit companies not to be formed under this act, 11. 
 "Safe Deposit" not to be part of name of corporation under this act, 134. 
 Salaries may be allowed to officers and agents, i, 6. 
 Sale of franchise of corporation having works of public nature, 102. 
 mortgaged property in litigation free of liens, loi. 
 property to company by promoters, 77. 
 stock on which assessments are unpaid, 45. 
 rescission of contract for, 40. 
 when contracts to be specifically performed, 39. 
 Savings Banks not to be formed under this act, 11. 
 Schedule of fees, 213. 
 
 property to be furnished to officer having execution, 85. 
 Seal, as authority, 3. 
 
 power to make and alter, i, 3. 
 Search, power of receiver to, 98.
 
 244 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Secretary, duties, of, 26, 29, 46, J^. 
 
 ever\' company must have, 26. 
 
 Hability for not exhibiting list of stockholders, 55. 
 
 filing certificate of payment of capital, 46. 
 how enforced, 112. 
 
 not required to be director, 26. 
 
 oath of office, 26. 
 
 powers of, 29. 
 
 to sign certificate of payment of capital, 46. 
 
 vacancy filled as by-laws provide, 30. 
 Secretary of State to issue certificate of authority to foreign corporations, 
 
 115- 
 on dissolution, when, 54. 
 note decree of dissolution on certificate, 85. 
 prepare list of annual reports, 66. 
 publish list of corporations annually, 131. 
 receive service of process, when, 66. 
 See also Certificate of Incorporation; Fees. 
 Securities issued by one company may be held by another, 79, 80. 
 Security, property may be acquired as, i. 
 Sequestration, enforcement of prerogative writ by, 118. 
 Sendee on corporation, method of, 66. 68. 107-111. 
 foreign corporation. 107, 109, no, 118. 
 Services, work and labor paid for by stock. 79. 
 Shares are personal property, 2>7- 
 
 held by company not to be voted, 60. 
 
 number and par value of each to be stated in charter, 14. 
 See Stock. 
 Sign, company must display, at principal office, 72. 
 Situs of stock, 38. 
 Specially cliartercd company has all powers in this act, 7, 13. 
 
 may decrease or increase capital, 49. 
 Specific performance of sales of stock, 39. 
 State Board of Assessors, powers and duties of, 143, 151. 
 
 report to, 147. 
 State's fees for filing and recording certificates, 20, 129. 213. 
 Statement by foreign corporation, 65, 114. 
 
 must give address of New Jersey office, etc., 68. 
 
 name of agent, 68. 
 of afifairs to be made on insolvency, 86. 
 to be filed annually by all corporations, 65. 
 on dissolution. 54. 
 
 payment of capital, 46. 
 Statute of limitations, as to unpaid subscriptions to stock, 44.
 
 GENERAL INDEX. 245 
 
 [Tlie numbers refer to pages.] 
 
 Stock, allhough not fully paid may be voted, 59. 
 
 amount authorized, shall not be less than $2,000, 14. 
 
 of preferred and common, to be separately stated, 18. 
 subscribed, shall not be less than $1,000, 14. 
 to be specified in certificate of incorporation, 14, 17. 
 with which company begins business is amount subscribed by 
 incorporators, 17. 
 appraisal of, 124. 
 
 assessable until fully paid, 41, 44. 
 attachment of, 40. 
 bonus, 44. 
 books to be open to inspection, 55. 
 
 determine who may vote, 56, 62. 
 certificate, every shareholder to have, 36. 
 
 new one, when lost, 127. 
 change of common into preferred, 47, 49. 
 
 par value of shares, 47. 
 classification of, 2>2- 
 common and preferred, t,},. 
 
 "common" and '"general" are synonymous, 34. 
 
 consent of holders of two-thirds of stock represented, when equiva- 
 lent to two-thirds of stock issued, 32. 
 conversion of common into preferred, 47, 49. 
 
 preferred into bonds, 35. 
 decrease of amount, 47. 
 
 how effected, 47, 49. 
 defined, 18. 
 
 description of classes of, to be stated in charter, 14, t,^. 
 fraud in sales of, 39. 
 fully paid, certificate to be filed, 46. 
 
 how created, 75, 79. 
 held by the company not to be voted on, 60. 
 increase of amount, 47. 
 
 rights of stockholders on. 49. 
 issued and outstanding to be stated in annual report, 65. 
 for labor and materials, 79. 
 property purchased, 75. 
 may be issued for payment of creditors, 97. 
 property, 75. 
 sold on execution, 143. 
 must be paid for in money, or money's worth, 74. 
 mutual associations may issue, 131. 
 of one corporation may be held by another, 79, 80. 
 ownership of, 41.
 
 246 GEXERAI, INDEX. ' 
 
 [The numbers refer to pages.] 
 
 Stock (Cont'd) — 
 
 par value of shares may be changed, 47. 
 
 to be fixed by charter, 14, 18. 
 partly paid up, holder liable for balance, 41. 
 paid up in money, 74. 
 preferred, see Preferred Stock. 
 proceedings to compel issue and transfer of, 40. 
 property may be bought with, 75. 
 purchase by company of its own, 60. 
 
 other companies', 75. 
 reduction of capital, how effected, 47, 49. 
 sale for non-payment of assessments, 45. 
 shares are personal property, 2,7. 
 situs of, 38. 
 
 specific performance of contracts relating to, 39. 
 transfers regulated by by-laws, 2, 2>7- 
 transferable on company's books, 2>7, 69. 
 transferred within twenty days before election cannot b-? voted upon, 
 
 58. 
 unpaid, holder liable to creditors, 41. 
 votes, one for each share, 58. 
 Stock-books to be kept in this state at principal office, 55, 69, 70. 
 open to inspection at all times, 55, 69. 
 the only evidence of right to vote, 56, 62. 
 Stockholders, consent to dissolution, 54. 
 merger, 121. 
 delinquent, 45. 
 
 entitled to certificates of stock, 36. 
 liability for reduction of capital stock, 51. 
 
 subscriptions until fully paid, 41, 51. 
 unpaid balances on stock, 41, 51. 
 how enforced, 41, 112. 
 limitation of powers, 14, 18. 
 may elect officers, 26. 
 list of. for elections, 55. 
 
 to be open for inspection, 55. 
 meetings, how called, 32, 72. 
 
 in case of insolvency, 86. 
 
 proposed dissolution, 53. 
 to be held in this state at registered office, 69, 70. 
 when called by three stockholders, 72. 
 modification of rights of, 10, 15, 49. 
 
 not proper parties to sue in behalf of corporate interests, 2. 
 notwithstanding hypothecation, may vote, 59. 
 paying company's debts, may recover, 113.
 
 GENCRAI. INDEX. 247 
 
 [Tlic minibers refer to pages.] 
 
 Stockholders (Cont'd) — 
 
 post-office address of, 68. 
 preferred, rights on dissolution, 34, 105. 
 
 property of, not to be sold until remedy against company ex- 
 hausted, 113. 
 qualifications for voting, 58, 59. 
 quorum, 31, 51. 
 
 ratification of acts of officers, directors, etc., 26, 28. 
 remedies, 2, 44, 112. 
 right to inspect books, 70. 
 make by-laws, 21. 
 rights, modification of, 10, 15, 49. 
 trustee, executor, etc., may vote, 59. 
 vote, by proxy, 31, 58. 
 who may, 58, 59. 
 waiver of statutory requirements, 31. 
 when action may be brought by, 2. 
 Stockltoldcrs' action, 44. 
 
 assent, 32, 48, 54. 
 Subscriber, delinquent, 41. 
 
 liability of, on decrease of capital, 51. 
 
 original, 42. 
 mortgage to secure, void as to creditors, 74. 
 Subscription, how paid up, 41, 74. 
 
 liability of stockholders until fully paid, 41. 
 See also Assessment. 
 Substitution of receiver in pending suits, loi. 
 
 Succession, perpetual, unless limited in certificate of incorporation, T, 2. 
 Suits, by stockholders, 2. 
 
 for torts of agents, 3. 
 
 lien on company's lands, 112. 
 
 not abated by death of receiver, loi. 
 
 dissolution, 84. 
 power to bring and defend, i, 2. 
 
 compromise, 2. 
 to be commenced by summons, method of service, 107. 
 Summons, may be first process against domestic corporation, 107. 
 method of service on foreign corporations, 109. no. 
 proceedings when not served, in. 
 publication, corporation not to convey property after, 112. 
 
 makes suit lien on lands, 112. 
 service. 107. 109. 
 Supreme court may investigate elections, 63. 
 
 order books brought into state, 70. 
 election to be held, 63.
 
 248 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 Surety companies not to be formed under this act, 11. 
 Surplus and profits only to be divided, 51. 
 
 may be reserved for working capital, 7^. 
 
 of assets to be distributed by receiver, 105. 
 Surrender of corporate rights and franchises by incorporators, 55. 
 Suniz'i)ig incorporators may designate others, 130. 
 Suspension of charter by legislature, 9, 10. 
 
 Taxes, failure to pay state, voids charter, 153. 
 
 not to be reduced by decrease of capital of certain corporations, 51. 
 retaliation for, of other states, 118. 
 to be paid before dissolution^ 138. 
 
 See also Franchise Tax. 
 Taxation, exemptions from, 127, 150. 
 
 franchise, act of 1884, as amended, 147. 
 
 basis of, 149, 151. • 
 
 nature of, 149. 
 of real and personal property, 126. 
 place of, of personal property, 126. 
 
 property of corporation to be taxed like that of an individual, 126. 
 special exemptions from, not extended, 133. 
 See also Franchise Tax. 
 Telegraph companies not to be formed under this act, 11. 
 
 to operate in other states, 12. 
 Telephone companies not to be formed under this act, 11. 
 
 to operate in other states, 12. 
 Term of office of directors, 21. 
 
 officers and agents, 26, 30. 
 Termination of corporate existence, 14, 18, 53, 55. 
 
 See also Dissolution. 
 Title to property vests in receiver on appointment, 96. 
 Torts, against the corporation, 2. 
 liability for, 3, 30. 
 of agents, 3, 30. 
 Transfer books to be kept open, 55, 56, 69. 
 
 at principal office, 69, 70. 
 determine who may vote, 56, 62. 
 of property after insolvency, void, 86. 
 
 does not extinguish charter, 7. 
 stock, 2, 2,7, 40, 55, 69. 
 
 for collateral security, must state the fact, 37. 
 not to be made after levy, 144. 
 
 within twenty days before election forfeits vote, 58. 
 Transferee of stock, liability of. 43.
 
 GUNERAI^ INDEX. 249 
 
 [The numbers refer to pages ] 
 
 Treasurer, bond for discharge of duty, 26. 
 every corporation must have, 26. 
 how chosen, 26. 
 liability of, for corporate funds, 29. 
 
 not exhibiting list of stockholders, 55. 
 
 filing certificate of payment of capital, 46. 
 how enforced, 112. 
 not required to be a director, 26. 
 term of office, 26. 
 to collect assessments, 44, 45. 
 
 sell shares of delinquent subscriber, 45. 
 sign certificate of payment of capital, 46. 
 stock, 36. 
 vacancy filled as by-laws provide, 30. 
 Trust companies not to be formed under this act, 11. 
 "Trust company" not to be part of name of corporation formed under this 
 
 act, 134. 
 Trusts or pools for voting. 59. 
 Trustees, directors as, on dissolution, 82, 83. 
 may vote on stock held by them, 59 
 persons holding stock as, may be directors, 61. 
 powers of. 82. 83. 
 
 to assign patent or invention for payment of tax. 155. 
 Turnpike covipanies not to be formed under this act. 11. 
 
 U. 
 
 Ultra xires, former and present rule, 8. 
 
 not a defense to action for tort, 3. 
 United States Steel Corporation, decisions, 36. 
 
 statute allowing sale of bonds under par. 79. 
 authorizing issue of bonds. 35. 
 Usury, corporations may not plead. 78. 
 
 Vacancies among directors or ofificers, 30. 
 
 newly created offices, not, 31. 
 Vice president, power of, 5. 29. 
 Voluntary dissolution, 53, 55. 
 
 Votes of stockholders and directors to be recorded. 26. 
 Voting by ballot, 57, 121. 
 
 executors and trustees, 59. 
 holders of pledged stock, 59. 
 proxy, 31. 58. 
 cumulative, 18, 57. 
 each share has one vote, unless by-laws provide otherwise, 58-
 
 250 GENERAL INDEX. 
 
 [The numbers refer to pages.] 
 
 J'otiug (Cont'd) — 
 
 of stock owned by company, 60, 80. 
 pools or trusts for, 59. 
 qualification for, 33, 59. 
 what books govern, 56, 62. 
 who may vote, 59. 
 
 See also Elections. 
 
 W. 
 
 IVages of employees to be paid at least every two weeks, 136. 
 ll'aiver of notice of first meeting of incorporators, 31. 
 statutory requirements by stockholders, 31. 
 Winding up, methods of, 7. 
 
 provisions as to, 2, 7, 53, 81. 
 
 rights of preferred stockholders on, 34. 
 
 when corporate existence continues, 81. 
 IVitlidrazi-al of capital without notice, liability for, 51. 
 IVitncsscs. may be examined by receiver, 98. 
 
 penalty for refusal to testify, 98. 
 Work, labor and services paid by stock, 79. 
 Working capital, reserve of surplus for, y^- 
 Workman's Hen in case of insolvency, 103, 104. 
 Writs, service of prerogative, on foreign corporation, 118.
 
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