tending such loss or destruction as such petitioner shall be able to give; upon the presentation of said petition, said court shall make an order requiring said 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 said petition; a copy of said petition and of said order shall be served upon the president or other head of such corporation, or on the cashier, secretary or treasurer thereof, personally, at least ten days before the time designated in said order for showing cause.

SEC. 2. At the time and place specified in said order, and on proof of due service thereof, the said court shall proceed in a summary manner and in such mode as it may deem advisable to inquire into the truth of the facts stated in said petition, and shall hear such proof and allegations as may be offered by or in behalf of the petitioner, or by or in behalf of said corporation or other party, relative to the subject-matter of said inquiry, and if, upon such inquiry, said court shall be satisfied that such petitioner is the lawful owner of the number of shares of the capital stock, or any part thereof, described in said petition, and that the certificate therefor has been lost or destroyed and cannot, 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 said corporation or other party, within such time as shall be therein designated, to issue and deliver to such petitioner a new certificate for the number of shares of the capital stock of said corporation which shall be specified in said order as owned by said petitioner, and the certificate for which shall have been lost or destroyed; in making such order the court shall direct that said petitioner deposit such security, or file such a bond in such form and with such sureties 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 the publication of such notice, either preceding or succeeding the making of such final order, as it shall deem proper; any person or persons who shall thereafter claim any rights under said certificate so alleged to have been lost or destroyed, shall have recourse to said indemnity and the said corporation shall be discharged of and from all

liability to such person or persons by reason of compliance with the order aforesaid; and obedience to said order may be enforced by said court by attachments against the officer or officers of such corporation, on proof of his or their refusal to comply with the same.

231. Modified certificate of organization may be filed with governor's consent.

[Supplement of January 26th, 1892, ch. 1. as amended by supplement of March 26th, 1892, ch. 145.]

It shall be lawful for any corporarion existng under and by virtue of any general act for the formation of incorporated companies in this state, with the assent of a majority in interest of its stockholders, at a special meeting to be called for that purpose, and with the approval of the governor, at any time within five years from the date of its incorporation, to record with the clerk of the county in which its original certificate of incorporation was recorded, and file with the secretary of state an amended certificate, duly signed by its president, and attested by its secretary under its corporate seal, and duly acknowledged or proved as required for deeds of real estate, modifying, changing or altering its original certificate of incorporation, in whole or in part, which said amended certificate shall take the place of the original certificate of incorporation, and shall be deemed to have been filed and recorded on the date of the filing and recording of the original certificate; provided, however, that nothing herein shall permit the insertion of any matter not in conformity with the law under which such company was or shall have been organized; and provided, further, that nothing herein shall affect any suit or proceeding, at the time of filing such amended certificate, pending by or against said corporation, or impairing any rights of action accrued by or against its stockholders, corporators or directors; and provided, further, that the total authorized capital stock of any such corporation shall not be increased or decreased in the amended certificate herein provided for.

232. Consolidation in cities of second class of light, heat and power companies heretofore organized.

["An act relating to the consolidation of corporations, organized as gas light companies, electric light companies, and electric light, heat and power companies, in cities of the second class in this state, which heretofore have been incorporated under general or special laws of this state," approved April 7th, 1892. P. L. 1892, ch. 257.]

SEC. 1. It shall and may be lawful for any corporation or corporations of this state, incorporated under general or special

laws, whose object is to make and sell gas, for the purpose of lighting the streets, buildings and other places in cities of the second class in this state where such companies are now established, and any corporation or corporations of this state in said cities whose objects are the manufacturing, generating, storing, dealing in, furnishing and supplying of electricity for light, heat and power, and also carrying on of any and all business in connection therewith, and concerning the sale and supply of the said light, heat and power to persons desiring to purchase the same, and of selling and dealing in appliances necessarily used in connection with the same and pertaining thereto, to consolidate and merge such companies in said cities and their corporate rights, franchises, powers and privileges, into a single corporation in the manner following, so that by virtue of this act such corporations in said cities will be consolidated and merged into one company, and so that all the property, rights, franchises and privileges by law vested in or enjoyed by such corporations so merged shall be transferred to and vested in the new corporation into which said consolidation and merger shall be made.

SEC. 2. Such consolidation and merger of said corporations shall be made in the same manner as provided for the consolidation and merger of certain corporations of this state by an act of the legislature of this state entitled "An act relating to the consolidation of corporations formed under the act entitled 'An act concerning corporations,' approved April seventh, one thousand eight hundred and seventy-five, and the acts amending and supplementing the same, for the purpose of the improvement and sale of lands, the construction, maintenance and operation of hotels and carrying on the business of an innkeeper, and the transportation of goods, merchandise or passengers upon land or water," which said act was approved April seventeenth, one thousand eight hundred and eighty-eight.

SEC. 3. Such consolidated company and all its real estate, franchises and other property shall be subject to taxation and shall be assessed in the manner provided by law from time to time for the taxation and the assessment of the real estate, franchises and other property of such corporations, and shall pay such tax as is or may be imposed upon its property and franchises; and shall pay an annual tax for the use of the state by way of a license for its corporate franchises, the same as if such

consolidation had not been made. The intent being that the revenue to be paid to the state shall not be diminished in any way, but shall be at least as great as if paid by said companies separately before consolidation.

SEC. 4. All acts or parts of acts, general or special, inconsistent with the provisions of this act, be and the same are hereby repealed, and that this act shall take effect immediately.

233. Manufacturing company specially incorporated may exchange paid-up stock for assessable shares, &c.

["An act to empower any manufacturing company incorporated by special act of incorporation of this state to exchange any portion of its paid-up stock for assessable shares and for preferred shares and common shares in lieu thereof," approved April 8th, 1892. P. L. 1892, ch. 264.]

SEC. 1. It shall and may be lawful for any manufacturing company duly incorporated by special act of incorporation of this state, to exchange any portion of its full paid capital stock, by and with the consent of the holders thereof, for assessable shares, which shall acknowledge the payment in the aggregate of the same amount of money as may be represented by the full paid shares so surrendered; and the directors of the said company may call from time to time for installments on the said assessable shares until the same shall be fully paid, and the directors of any such company may, with the consent of all the stockholders thereof first had and obtained in writing, issue any portion of its capital stock in preferred shares bearing a fixed rate of dividend not exceeding eight per centum per annum, which shares shall be subjected to redemption and retirement upon such conditions as may be expressed in the certificates of said stock; and the said directors may use the said preferred shares at par, or the proceeds thereof, to provide additional capital or to pay the debts of the said corporation; it shall be lawful for the said directors, in their discretion, to make an issue of shares of common stock equal in number to the preferred shares so issued, which common stock shall be subject to assessment from time to time by the directors of the said company for the redemption and retirement of the said preferred stock in accordance with the provisions thereof, or for the general uses of the said company; provided always, that any stock of any company which may at any time have been retired or surrendered may be re-issued at par for money or in payment of debts; and provided further, that at no time shall the total amount

of the capital stock outstanding at any one time exceed the amount authorized by law.

SEC. 2. Whenever any additional stock shall be issued, or any stock shall be retired or re-issued, a certificate thereof shall be filed in the office of the secretary of state, showing the total amount of stock outstanding at the date of the filing of such certificate.

234. Corporations conducting similar business may merge and consolidate.

[An Act to authorize corporations incorporated under laws of this State to merge and consolidate their corporate franchises and other property. Approved March 8th, 1893. P. L., ch. 67.]

SEC. 1. 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 such corporations into a single corporation, which may be either one of said merging or consolidating corporations, or a new corporation to be formed by means of such merger and consolidation.

235. Method and terms of merger and consolidation.

SEC. 2. The said consolidation or merger shall be made under the conditions, provisions, restrictions, and with the powers hereafter in this act mentioned and contained, that is to say:

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 corpratoions, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation (if one shall be so formed or created), or of the consolidated corporation, as the case may be; the number, names and places of residence of the first directors and officers of such new or consolidated corporation (who shall hold their offices until their successors shall be chosen or appointed, either according to law, or according to the by-laws of the said corporation); the number of shares of the capital stock, 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 obligations of such new or consolidated corporation, and in case of the creation of a new corporation, how and when the directors