determine upon a different amount of capitalization, does not necessarily affect the fact of proper reorganization, there being no statutory requirement to change them.-Wood v. Staton, 174 N. C. 245, 93 S. E. 794; Pocahontas Fuel Co. v. Tarboro Cotton Factory, 174 N. C. 245, 93 S. E. 790. 155. Certificate to be filed with secretary of state. It is the duty of the new corporation, within one month after its organization to make certificate thereof, under its common seal, attested by the signature of its president, specifying the date of the organization, the name adopted, the amount of capital stock, and the names of its president and directors, and transmit the certificate to the secretary of state, to be filed and recorded in his office, and there remain of record. A certified copy of this certificate so filed shall be recorded in the office of the clerk of the superior court of the county in which is located the principal office of the corporation, and is the charter and evidence of the corporate existence of the new corporation." C. S., s. 1223; Rev., s. 1241; 1901, c. 2, s. 103. 156. Effect on liens and other rights. Nothing contained in this article in any manner impairs the lien of a prior mortgage, or other encumbrance, upon the property or franchises conveyed under the sale, when by the terms of the process or decree under which the sale was made, or by operation of law, the sale was made subject to the lien of such prior mortgage or other encumbrance. No such sale and conveyance or organization of such new corporation in any way affects the rights of any person body politic, or corporate, not a party to the action in which the decree was made, nor of the said party except as determined by the decree. When a trustee has been made a party to such action and his cestui que trust, for reason satisfactory to the court, has not been made a party thereto, the rights and interest of the cestui que trust are concluded by the deeree. C. S., s. 1224; Rev., s. 1241; 1901, c. 2, s 103. CHAPTER II. VARIOUS STATUTES AFFECTING CORPORATIONS. ART. 1. CRIMINAL LIABILITY OF CORPORATE OFFICERS AND EMPLOYEES. Malfeasance of bank officers and agents Section Making false entries in banking accounts; misrepresenting assets and Violations of this article and of certain other laws a misdemeanor 157 158 159 160 161 162 163 164 165 166 167 168 169 170 Seats for women employees; failure to provide, a misdemeanor 172 173 174 ART. 4. HOURS OF SERVICE FOR EMPLOYEES OF CARRIERS. Maximum continuous service 188 Penalty for violation 189 Corporation commission's power 190 ART. 5. EARNINGS OF EMPLOYEES IN INTERSTATE COMMERCE. Remedies for violation of two preceding sections; damages; indictment 193 Institution of foreign suit, etc., evidence of intent to violate. Construction of article 194 195 ART. 1. CRIMINAL LIABILITY OF CORPORATE OFFICERS AND EMPLOYEES. 157. Malfeasance of bank officers and agents. If any president, director, cashier, teller, clerk or agent of any bank or other corporation shall embezzle, abstract or willfully misapply any of the moneys, funds or credits of the bank, or shall, without authority from the directors, issue or put forth any certificate of deposit, draw any order or bill of exchange, make any acceptance, assign any note, bond, draft, bill of exchange, mortgage, judgment or decree, or make any false entry in any book, report or statement of the bank with the intent in either case to injure or defraud or to deceive any officer of the bank, or if any person shall aid and abet in the doing of any of these things, he shall be guilty of a felony, and upon conviction shall be imprisoned in the state's prison for not less than four months nor more than fifteen years, and likewise fined, at the discretion of the court. C. S., s. 4401; Rev., s. 3325; 1903, c. 275, s. 15. 158. Making false entries in banking accounts; misrepresenting assets and liabilities of banks. If any person shall willfully and knowingly subscribe to, or make, or cause to be made, any false statement or false entry in the books of any corporation, partnership, firm or individual transacting a banking business, or shall knowingly subscribe to or exhibit false papers, with the intent to deceive any person authorized to examine into the affairs of such corporation, partnership, firm or individual, or shall willfully and knowingly make, state or publish any false statement of the amount of the assets or liabilities of any such corporation, partnership, firm or individual, he shall be guilty of a felony, and upon conviction thereof shall be imprisoned in the state's prison not less than four months nor more than ten years. C. S., s. 4402; Rev., s. 3326; 1903, c. 275, s. 27. 159. Influencing agents and servants in violating duties owed employers. Any person who gives, offers or promises to an agent, employee or servant any gift or gratuity whatever with intent to influence his action in relation to his principal's, employer's or master's business; any agent, employee or servant who requests or accepts a gift or gratuity or a promise to make a gift or to do an act beneficial to himself, under an agreement or with an understanding that he shall act in any particular manner in relation to his principal's, employer's or master's business; any agent, employee or servant who, being authorized to procure materials, supplies or other articles either by purchase or contract for his principal, employer or master, or to employ service or labor for his principal, employer or master, receives, directly or indirectly, for himself or for another, a commission, discount or bonus from the person who makes such sale or contract, or furnishes such materials, supplies or other articles, or from a person who renders such service or labor; and any person who gives or offers such an agent, employee or servant such commission, discount or bonus, shall be guilty of a misdemeanor and shall be punished in the discretion of the court. C. S., s. 4475; 1913, c. 190, s. 1. 160. Witness required to give self-criminating evidence; no suit or prosecution to be founded thereon. No person shall be excused from attending, testifying or producing books, papers, contracts, agreements and other documents before any court, or in obedience to the subpoena of any court, having jurisdiction of the crime denounced in the preceding section, on the ground or for the reason that the testimony or evidence, documentary or otherwise, required of him may tend to incriminate him or to subject him to a penalty or to a forfeiture; but no person shall be liable to any suit or prosecution, civil or criminal, for or on account of any transaction, matter or thing concerning which he may testify or produce evidence, documentary or otherwise, before such court or in obedience to its subpoena or in any such case or proceeding: Provided, that no person so testifying or producing any such books, papers, contracts, agreements or other documents shall be exempted from prosecution and punishment for perjury committed in so testifying. C. S., s. 4476; 1913, c. 190, s. 2. 161. Blacklisting employees. If any person, agent, company or corporation, after having discharged any employee from his or its service, shall prevent or attempt to prevent, by word or writing of any kind, such discharged employee from obtaining employment with any other person, company or corporation, such person, agent or corporation shall be guilty of a misdemeanor and shall be punished by a fine not exceeding five hundred dollars; and such person, agent, company or corporation shall be liable in penal damages to such discharged person, to be recovered by civil action. This section shall not be construed as prohibiting any person or agent of any company or corporation from furnishing in writing, upon request, any other person, company or corporation to whom such discharged person or employee has applied for employment, a truthful statement of the reason for such discharge. C. S., s. 4477; 1909, c. 858, s. 1. Master & Servant § 32. Under the common law an employer would not be liable in damages if in good faith he made a report of the character of his discharged employee to another who was considering engaging his services; but if the report was knowingly false, or if it was maliciously made, it was actionable.-Seward v. Receivers of Seaboard Air Line, 159 N. C. 241, 75 S. E. 34. Master & Servant § 32. When a report is made by one railroad company to another upon a discharged engineer, the report is regarded as privileged, and in the absence of express malice no cause of action can be based on its publication.-Ibid. 162. Conspiring to blacklist employees. It shall be unlawful for two or more persons to agree together to blacklist any discharged employee or to attempt, by words or writing or any other means whatever, to prevent such discharged employee, or any employee who may have voluntarily left the service of his employer, from obtaining employment with any other person or company. Persons violating the provisions of this section shall be guilty of a misdemeanor and shall be fined or imprisoned, or both, at the discretion of the court. C. S., s. 4478; 1909, c. 858, s. 2. 163. Issuing nontransferable script to laborers. If any person who employs laborers by the day, week or month shall issue in payment for the services of such laborers any ticket, certificate or other script bearing upon its face the word "nontransferable," or shall issue such ticket, certificate or other script in any form that would render it void by transfer from the person to whom issued, or shall refuse to pay to the person holding the same its face value, he shall be guilty of a misdemeanor and upon conviction thereof shall be fined not less than ten dollars nor more than fifty dollars for each offense, or imprisoned not more than thirty days. C. S., s. 4479; Rev., s. 3730; 1889, c. 280; 1891, c. 78; 1891, c. 456; 1891, c. 46; 1891, cc. 167, 370; 1895, c. 127; 1891, cc. 167, 456. An assignee of an order payable in merchandise for labor done is not entitled to demand and receive payment in money, instead of merchandise.Marriner v. Roper Company, 112 N. C. 164, 16 S. E. 906. ART 2. CHILD WELFARE. 164. Employment of children under fourteen regulated. No child under the age of fourteen years shall be employed, or per |