a list of all corporations coming within the first section of this act, and the governor shall forthwith issue his proclamation declaring, under this act of the legislature, that the charters of these corporations are repealed. 216. Proclamation to be published. SEC. 3. The proclamation of the governor shall be filed in the office of the secretary of state, and published in such newspapers and for such length of time as the governor shall designate. 217. Misdemeanor to exercise powers after proclamation. SEC. 4. That any person or persons attempting to exercise any power under the charter of any corporation, after the issuing of such proclamation, shall be deemed guilty of a misdemeanor, 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. 218. Residence of directors of water company. [Supplement of March 31st, 1891. P. L., p. 274.] SEC. 1. It shall not be necessary for more than one of the directors of any water company organized under any law of this state, to be an actual inhabitant and resident of this state; provided, that this act shall not apply to any company specially organized to procure lands and reservoirs within this state and all water or water rights under contract to any city or municipality in this state. (a) SEC. 2. All acts, or parts of acts, so far as they conflict with this supplement, are hereby repealed, and that this act shall take effect immediately. 219. Certain construction companies may take bonds, stocks and materials in pay for work, &c. [An act to authorize corporations formed for the purpose of constructing or repairing either railroads, water, gas, or electric works, tunnels, bridges, viaducts, canals, hotels, wharves, piers, or any or all such works of internal improvement or public use or utility, to subscribe for, take, pay for in property, materials or services, hold use and dispose of stock or bonds in any corporation formed for the purpose of constructing, maintaining and operating any such public works. Approved April 6th, 1891. P. L., p. 329.] SEC. 1. In all cases where corporations have heretofore been or are hereafter incorporated under the provisions of an act entitled "An act concerning corporations," approved April seventh, one thousand eight hundred and seventy-five, having for their general object or purpose the building, constructing or repairing of railroads, water, gas, or electric works, tunnels, bridges, viaducts, canals, hotels, wharves, piers or any or all such works of internal improve (a) See, also, sections 108, 112, 133. ment or public use or utility, it shall and may be lawful for such corporations to subscribe for, take, pay for, hold, use and dispose of stock(b) or bonds in any corporation or corporations formed for the purpose of constructing, maintaining and operating any such public works, with the same rights and privileges as individuals would be entitled to in like case; and it shall and may be lawful for the directors of any such corporation formed for the purpose of constructing, maintaining and operating any public work or works of the character and description aforesaid to accept in payment of any such subscription or purchase, property, real or personal, necessary for the purposes of such corporation or work, labor and services performed or materials furnished to or for such corporation for the uses and purposes thereof to the amount of the value thereof, and from time to time to 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 declared and taken to be full paid stock and not liable to any further call, neither shall the holder thereof be liable for any further payments under any of the provisions of any act, and said stock shall have legibly stamped upon the face thereof, "Issued for property purchased," (c) and in all statements and reports of the company to be published this stock shall not be stated or reported as being issued for cash paid into the company, but shall be reported in this respect according to the act. SEC. 2. All acts and parts of acts, whether general, special, local or otherwise, in any manner inconsistent with or repugnant to the provisions of this act, be and the same are hereby repealed. 220. When issue of stock increased, certificate to be filed. [Supplement of April 6th, 1891. P. L., p. 332.] Sec. 1. When any corporation of this state has authorized, or may hereafter authorize, the increase of its capital stock, it shall be lawful for such increase to be made, and the shares issued from time to time, in such sums and in such manner as the board of directors or trustees or managers of the corporation, may determine; provided, that no issue of stock so increased, whether authorized by the original charter or certificate of organization, or (b) For other provisions relative to the holding by one corporation of stock in another, vide sections 168, 189, 191. (c) See sections 55, 144. a supplemental certificate, shall be made until a certificate, under the seal of the corporation, setting forth the amount and date of such increase, as also the statute and the certificate authorizing it, and the total amount of stock issued, including the increase, shall have been filed in the department of state. (d) SEC. 2. This act shall take effect immediately, and all acts and parts of acts inconsistent herewith, be and the same are hereby repealed. (d) For other provisions relative to increase, see section 24 and notes. FORMS. I. Engagement to take stock in a corporation to be formed. The undersigned hereby engage with K. L. & Co., proprietors of the Washington Mills, in the city of N., and with each other, that they will take the number of shares in The Palisades Manufacturing Company proposed to be formed, set opposite their respective names, and pay for them as called upon by the said company. It is agreed that the capital of the said company shall be one hundred thousand dollars, in one thousand shares of one hundred dollars each, and that the corporate existence shall continue for fifty years. It is also understood and agreed that the representations to us that the profits of the business-viz., about ten thousand dollars per annum shall be sustained by an examination of the books of the present proprietors, or our obligations to take stock shall be null and void. [Date.] [Signatures and seals and number of shares.] II. Certificate of organization of a manufacturing company. [For requirements of certificate, and for provisions which may be inserted therein, see sections 10, 11, 15, 17, 25, 52, 143, 144, supra. It must be acknowledged or proved in the same form as a deed of real estate, and recorded in the office of the clerk of the county where the principal office is to be located, and filed with the secretary of state. Section 11. It may contain any limitation on the powers of the corporation, the directors and the stockholders, that the corporation may desire. Section 11, V. After being acknowledged or proved, the certificate must be recorded in the office of the clerk of the county wherein the principal office is located; the clerk will endorse a certificate of the recording upon the certificate of organization, and it must then be filed with the secretary of state, at Trenton. After it is filed the corporate existence begins at the time fixed in the certificate. Sections 11, 13.] CERTIFICATE OF THE ORGANIZATION OF THE PALISADES MANUFACTURING "" COMPANY. This is to certify that we, A. B., C. D., E. F., G. H. and I. K. [name all the corporators, who must be at least three in number, and in case of co-operative associations and safe deposit and trust companies, at least seven in number], do hereby associate ourselves into a company under and by virtue of the provisions of an act of the legislature of New Jersey, entitled "An act concerning corporations," approved April seventh, eighteen hundred and seventyfive, and the several supplements thereto and acts amendatory thereof, for the purposes hereinafter mentioned, and to that end we do by this our certificate set forth: FIRST. That the name which we have assumed to designate such company, and to be used in its business and dealings, is "The Palisades Manufacturing Company." SECOND. That the places in this state where the business of such company is to be conducted are Jersey City and the city of Hoboken, in the county of Hudson, and the city of Paterson, in the county of Passaic. The principal part of the business of said. company within this state is to be transacted at Jersey City, in the county of Hudson, and the places out of this state where the same is to be conducted and where the company proposes to carry on operations are the cities of New York and Albany, in the State of New York; and that the objects for which the company is formed are to manufacture cotton fabrics, and to sell the same. [State, generally, the objects and purposes of the company.] The portion of the business of said company which is to be carried on out of this state in the said cities of New York and Albany is the selling of the manufactured products of said company. The principal office or place of business of said company out of this state is the city of New York, in the county and State of New York. THIRD. That the total amount of the capital stock of said company is one hundred thousand dollars; the number of shares into which the same is divided is one thousand, and the par value of each share is one hundred dollars. [If part of the stock is to be preferred it may be so provided, for example, as follows:] Four hundred of said shares are to be preferred stock, the holder whereof shall be entitled to receive, and the company bound to pay, a fixed yearly dividend of eight per centum, payable half-yearly, before any dividend shall be set apart or paid on the general stock. Such preferred stock to be subject to redemption, at par, on January 1, 1910. The holders of said preferred stock may choose three directors and the holders of the general stock may choose four directors [vide sections 25, 17, 144]. The amount with which said company will commence business is ten thousand dollars, which is divided into one hundred shares of a par value of one hundred dollars each. FOURTH. The names and residences of the stockholders, and the number of shares held by each, are as follows, to wit: A. B., Jersey City, New Jersey, ten shares. I. K., London, England, five shares. FIFTH. The period at which said company shall commence is the fourth day of January, A. D. eighteen hundred and ninety-one, and the period at which it shall terminate is the fourth day of January, A. D. nineteen hundred and thirty-one. In witness whereof we have hereunto set our hands and seals the third day of January, A. D. eighteen hundred and ninety-one. [Signatures and seals.] |