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sion in the recital of the act under which said corporation is § 135 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 correction of such error or omission, a certificate of such action shall be made and signed by the president and secretary under the corporate 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 twothirds 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 effect as if said certificate of incorporation or organization had been originally drafted in conformity with the amendment so made.

(Supplement of March 21, 1899. P. L. 1899, p. 174.)

This act is not of great importance. It is said to have been passed in the interest of a water company. The company was organized under the Water Companies Act of 1876. The certificate of incorporation recited that it was incorporated under the provisions of "An Act for the construction, maintenance and operation of waterworks for the purpose of supplying cities, towns and villages of this state with water,' approved April 21st, 1875," whereas said act was as a matter of fact approved April 21st, 1876. The error was not discovered until long after the certificate had been recorded and filed, and as a matter of precaution the directors of the company are said to have procured the passage of the above act and immediately filed an amended certificate of incorporation correcting the error. Sections 27 and 28 fully cover cases of correction of errors.

135. State taxes must be paid before dissolution.

Hereafter no corporation organized under any law of this state shall be dissolved by its stockholders until all taxes levied

§ 136 upon or assessed against such corporation by the state of New Jersey in accordance with the provisions of an act entitled "An act to provide for the imposition of state taxes upon certain corporations and for the collection thereof," approved April eighteenth, 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 comptroller 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 distributing their assets without paying the taxes already due to the State.

136. Purchasers of property and franchises of certain corporations 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.)

PROVISIONS OF THE EXECUTION ACT

RELATING TO 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 established under the authority of the United States, belonging to the defendant in execution, may be taken and sold by virtue of such execution, in the same manner as goods and chattels.

("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 cf 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 willfully give a false certificate thereof, 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.

(Id., § 5.)

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, shall 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

* Arbitrary section number; see footnote, p. 118.

§ 143 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 postoffice 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 amount, 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 personally or by leaving the 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 notice by the said clerk, cashier or other officer, who has custody of the books of registry of the stocks thereof, been actually transferred 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 Voorhis v. Terhune, 50 N. J. Law, 147.

143. Non-resident officer to return statement and certificate, &c. Penalty for failure, &c.-That the non-resident clerk, cashier, or other officer in such company, to whom notice in writing is sent, as prescribed in the preceding section, shall thereupon send forthwith, by mail or otherwise, to the officer having such writ, a statement of the time when he received. such 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 o

said company; and the said sheriff or other officer shall on § 143 receipt by him of such certificate, insert the 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 willfully send a false certificate, 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.)

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