setting forth what bonds of such corporation have been paid by the proceeds of increased capital stock, and the number of shares of the increased capital stock thereof that have been issued for that purpose, and to cause such certificate to be filed and recorded in the office of the secretary of state of this state.

136. Extension of corporate existence does not extend special exemptions from taxation.

[Supplement to the supplement of April 21st, 1876, supra, 109. Approved March 9th, 1882. P. L., p. 76.]

SEC. 1. Nothing contained in the act to which this is a supplement 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 in conformity with the terms of said act; but each corporation whose corporate existence may have been or shall be extended as authorized thereby, shall be assessed for taxes in accordance with the provisions of the general law of this state relating to the taxation of corporations.

SEC. 2. The provisions of the act to which this is a supplement shall not apply to any turnpike or toll company created under and by virtue of any special law of this state.

SEC. 3. All acts or parts thereof, general or special, inconsistent herewith are hereby repealed, and this act shall be a public act, and go into effect immediately.

137. Foreign corporations may hold land in this state.

[Supplement of March 17th, 1882. P. L. 1882, p. 137. See, also, sections 1, 99, 103, 150.] SEC. 1. It shall be lawful for any corporation incorporated, created, registered or chartered by any foreign state, kingdom or government, to hold, mortgage, lease and convey such real estate in this state as may be necessary for the purpose of carrying on the business of such corporation in this state, or such real estate as it may acquire by way of mortgage or otherwise, in the payment of debts due such corporation; provided, such 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. 138. Company incorporated by special act may decrease its capital stock.

[Supplement of March 17th, 1882, to supplement of February 21st, 1878.]

[This supplement is incorporated in the supplement of February 21st, 1878, supra, 117.]

139. Insolvent manufacturing company may issue bonds

and stock.

["An act for the relief of insolvent corporations." Approved March 23d, 1882. P. L. 1882, p. 167.]

SEC. 1. In any case where any company, organized under any

general or special act of the legislature of this state, for manufacturing purposes, has heretofore become, or is, or may become insolvent, it shall be lawful for the directors of the said company, in the name of the company, the consent of two-thirds of the stockholders in interest or their legal representatives having been first obtained, to issue bonds, or additional stock, or both, in full or part payment or settlement of any or all claims against such company, with the consent of the claimants, and subject to the approval of the chancellor in case a receiver has been appointed; in any case where there has been no election for directors after the insolvency became known to the stockholders, or after a receiver has been appointed it shall be necessary to obtain the assent of two-thirds of the stockholders to the issue of such bonds or stock, and in all cases where stock is issued the total amount thereof shall not exceed the amount of the claims against the company for which stock is taken, and the amount so issued, together with the capital stock already authorized, although the same may not have been fully issued, shall be taken and considered to be the limit of the capital stock of the company, and a statement shall be filed with the secretary of state, showing the whole amount of capital stock so authorized and issued, if bonds are issued they may be made convertible into stock, at the option of the holders, if the directors deem it for the best interest of the company, and in that case the amount of such bonds must be included in the statement filed with the secretary of state, showing the amount of capital stock authorized, and any stock issued under the provisions of this act may be issued in whole or in part as preferred stock, bearing interest not exceeding six per centum per annum, with or without further participation in the earnings of the company; if a receiver has been appointed it shall be lawful for the chancellor to discharge or relieve him from further service on being shown that the directors have made provision for all of the claims against the company, according to this act or otherwise, excepting only such claims as were previously secured by mortgage, and to permit said company by its directors and officers, to resume and conduct its business and exercise all the franchises existing at the time of the insolvency.

140. New certificates may be issued to stockholders whose certificates are lost.

["An act for the relief of the holders of stock of any corporation of this state whose certificates of stock have been lost or destroyed." Approved March 28th, 1882. P. L. 1882, p. 205.]

SEC. 1. Every corporation of this state shall have the power to issue a new certificate or certificates of stock in the place of any certificate or certificates theretofore issued by it, but which, it is alleged, have been lost or destroyed, and the directors authorizing such issue of a new certificate or certificates may, in their discretion, require the owner of such lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, as surety against any claim that may be made against such corporation; but said directors may direct such issue of a new certificate or certificates without requiring any bond as security, when, in their judgment, it is proper for the corporation so to do; when application is to be made under section two of this act, the corporation shall require a bond to be given equal to the market value of the stock lost or destroyed.

141. Discharge of corporations from liability for issuing new certificates.

SEC. 2. When any corporation shall have issued a new certificate or certificates, as authorized in section one of this act, to the owner of lost or destroyed certificates representing stock exceeding the par value of twenty thousand dollars, such corporation may apply to the chancellor, or any justice of the supreme court, for an order requiring all persons in interest to show cause, at a time and place to be named therein, why the corporation should not be discharged of and from all liability, to any and all persons, by reason of the issuing of such new certificate or certificates of stock as aforesaid, and why all persons claiming any title to or interest in the old certificate or certificates so lost or destroyed as aforesaid, should not be barred from all right of action thereunder; that upon the presentation of such application, said chancellor, or any justice of the supreme court to whom the same shall be presented, shall make an order directing all persons in interest to show cause as aforesaid; the application shall be by petition, duly verified by one of the officers of the corporation, and shall state the name of the corporation; the number and date of the certificates, if known; the number of shares of stock named therein; to whom issued; the name of the owner thereof at the time the same was lost or destroyed and of the present owner as far as known; the chancellor or justice of the supreme court, in making the order to show cause, shall direct that service of said order be made either within or without the state, upon the person named in the petition as the owner of the stock so lost or

destroyed, and shall also direct a copy of said order to be served upon all others in interest, by publication thereof in one or more newspapers in this state, or elsewhere, and said order shall require said alleged owner and all other persons in interest to appear and show cause, as required by said order; and such publication shall be once a week for not less than two weeks or more than four weeks; the order to show cause shall be returnable not more than six weeks from the time of the presentation thereof to such chancellor or justice, and shall require all persons claiming any interest in said stock to appear on the return day of said order and show cause as aforesaid; and on the return day of said order, and upon proof of the service and publication as aforesaid, said chancellor or said justice shall proceed in a summary manner and in such mode as he may deem advisable, to inquire into the truth of the facts stated in the petition, and shall hear such proof and allegations as may be offered by or in behalf of the petitioner relative to the subject-matter of said application; and if, upon such inquiry, the said chancellor or justice shall be satisfied that the person to whom the new certificate of stock was issued by such corporation was the lawful owner at the time of said loss or destruction of said certificates of the capital stock of said corporation for which said new certificate was issued by said corporation, and that the new certificate is for the number of shares so lost or destroyed as aforesaid, and that the old certificate or certificates cannot, after due diligence, be found, and if no person shall appear on such return day claiming to be the owner of or interested in the old certificate so lost or destroyed other than the person to whom the new certificate or certificates were so issued as aforesaid, then said chancellor or justice may, in their discretion, make an order adjudicating that the holder of the new certificate or certificates was the owner of the old certificates so lost or destroyed, and decreeing that said old certificates shall be of no further validity or effect whatever and shall be absolutely void, that no person shall thereafter have or maintain any right of action thereunder, in any way thereafter, providing in such order for the protection of the rights of infants or persons under legal disabilities (if any such appear by the testimony to exist); and such order so made shall be filed in the office of the secretary of state; and upon such filing, such order shall be notice to all persons, and all persons shall be bound thereby, but any bona fide holder of the stock represented by such lost or destroyed certifi

cate or certificates may at any time within sixty days after the date of such filing in the office of the secretary of state, apply to have said order vacated, and thereupon such proceedings shall be had by said chancellor or justice for a rehearing as they shall direct; such order shall not affect the rights of any bona fide holder of stock who has acquired the same after its loss by the rightful owner thereof and prior to the expiration of sixty days from the date of the filing of such order as aforesaid in the office of the secretary of state.

142. Proceedings to compel corporation to give new certificate of stock.

SEC. 3. Whenever any corporation, incorporated under the laws of this state, shall have refused to issue a new certificate of stock in the place of one theretofore issued by it, but which, it is alleged, has been lost or destroyed, the owner of such lost or destroyed certificate, or his legal representatives, may apply to the chancellor or any justice of the supreme court for an order requiring such corporation to show cause why it should not be required to issue a new certificate of stock in the place of the one so lost or destroyed; such application shall be by petition, duly verified by the owner, or his legal representatives, in which shall be stated the name of the corporation, the number and date of the certificate, if known; the number of shares of stock named therein and to whom issued, and as particular a statement of the circumstances attending such loss or destruction as such petitioner shall be able to give; upon presentation of such petition the said chancellor or justice shall make an order requiring the 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 the place of the one described in the said petition; a copy of the said petition and of the said order shall be served upon the president or other head of such corporation, or upon the cashier, or secretary or treasurer thereof, personally, at least ten days before the time designated in said order for showing cause.

SEC. 4. At the time and place specified in said order (provided for in section three), and upon proof of the due service thereof, the said chancellor or justice shall proceed in a summary manner and in such mode as he may deem advisable, to inquire into the truth of the facts stated in the said petition, and shall hear such proofs and allegations as may be offered by or in behalf of the petitioner, or by or in behalf of the said corporation, relative to