To sue, &c.

Common seal.

Hold property.

To mortgage

franchises.

so far as the constitution otherwise provides concerning banks or money corporations;

II. To sue and be sued, complain and defend in any court of law or equity;

III. To make and use a common seal, and alter the same at pleasure;

IV. To hold, purchase and convey such real and personal estate as the purposes of the corporation shall require, not exceeding the amount limited in its charter, and all other real estate which shall have been bona fide property and mortgaged to the said company by way of security, or conveyed to them in satisfaction of debts previously contracted in the course of dealings, or purchased at sales upon judgment or decree which shall be obtained for such debts; and to mortgage any such real or personal estate with their franchises; the power to hold real and personal estate shall include the power to take the same by devise or bequest; provided, however, that nothing herein contained shall prohibit manufacturing or trading corporations from accommodating their customers by making payments or disbursements out of any sum of money received from such customers;

Proviso.

Appoint agents.

Make by-laws.

To wind up and dissolve.

Above powers vest without specification.

V. To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation;

VI. To make by-laws not inconsistent with the constitution or laws of the United States or of this state, fixing and altering the number of its directors for the management of its property, the regulation and government of its affairs, and for the transfer of its stock, with penalties for the breach thereof not exceeding twenty dollars;

VII. To wind up and dissolve itself or be wound up and dissolved in manner hereinafter mentioned.

2. The powers enumerated in the preceding section shall vest in every corporation that shall hereafter be created, although they may not be specified in its charter,

or in the act or certificate under which it shall be incorporated.

except express

3. In addition to the powers enumerated in the first No other vest section of this act, and to those expressly given in its ly given. charter, or in the act or certificate under which it is or shall be incorporated, no corporation shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of the powers so enumerated and given.

4. No corporation created or to be created shall, by any implication or construction, be deemed to possess the power of discounting bills, notes, or other evidences of debt, of receiving deposits, of buying gold or silver bullion, or foreign coins, of buying and selling bills of exchange, or of issuing bills, notes or other evidences of debt, upon loan or for circulation as money, unless such corporation is or shall be expressly incorporated for banking purposes, or unless such powers are or shall be expressly given in its charter.

Banking powers never implied.

liable ratably to

unpaid subscrip

tions.

5. Where the whole capital of a corporation shall not stockholders have been paid in, and the capital paid shall be insuffi- the amount of cient to satisfy the claims of its creditors, each stockholder shall be bound to pay on each share held by him. the sum necessary to complete the amount of such share, as fixed by the charter of the company, or such proportion of that sum as shall be required to satisfy the debts of the company.

islative control.

6. The charter of every corporation which shall here- be subject to legafter be granted by or created under any of the acts of the legislature, shall be subject to alteration, suspension and repeal, in the discretion of the legislature.

cept from

to be liable.

7. It shall not be lawful for the directors of any bank, Dividends not or moneyed or manufacturing corporation in this state, fits, or directors or corporation organized under this act, to make dividends, except from the surplus or net profits arising from the business of the corporation, nor to divide, withdraw, or in any way pay to the stockholders or any of

Proviso.

Absent or dissenting director not liable.

Proviso.

Incorporation
by legislative
act invests com-
pany with all
powers.

them, any part of the capital stock of the said corpora-
tion, or to reduce the said capital stock, except according
to this act, without the consent of the legislature, and in
case of any violation of the provisions of this section,
the directors under whose administration the same may
happen, shall, in their individual and private capacities,
jointly and severally, be liable at any time within the
period of six years after paying any such dividend to
the said corporation, and to the creditors thereof, in the
event of its dissolution or insolvency, to the full amount
of the dividend made or capital stock so divided, with-
drawn, paid out, or reduced, with legal interest on the
same from the time such liability accrued; provided,
that
any of the said directors who may have been absent
when the same was done, or who may have dissented
from the act or resolution by which the same was done,
may respectively exonerate themselves from such lia-
bility, by causing their dissent to be entered at large on
the minutes of the said directors, at the time the same
is done, or forthwith after they shall have notice of the
same, and by causing a true copy of the dissent so
entered on the minutes to be published, within two
weeks after the same shall have been entered on said
minutes, in some public newspaper published in the
county where the said corporation has its office or place
of business; and if none be published in such county,
then in a newspaper printed in an adjoining county, and
circulating in the neighborhood of such office or place of
business of said corporation; and provided, also, that this
section shall not be construed to prevent a division and
distribution of the capital stock of the corporation,
which shall remain after the payment of all its debts,
upon the dissolution of the corporation or the expiration
of its charter. (See Secs. 52 and 53.)

8. If any act shall hereafter be passed by the legislature of this state which shall by its terms enact that any person therein named or described shall be incorporated

by any name and for any purpose therein stated, such corporation shall immediately be vested with and possessed of all powers in this act specified and set forth, subject to all provisions and restrictions therein contained, unless such special act incorporating the same shall otherwise in whole or in part direct to the contrary. 9. Any corporation organized under any general law of the legislature now or hereafter to be passed, shall, in addition to the powers and restrictions thereon to which. it may become subject or of which it shall be possessed by virtue of its organization and the act authorizing the same, be additionally possessed of all powers and be subject to all restrictions thereon in this act contained, so far as the same are consistent with the act under which it may, as aforesaid, be organized.

II. Formation, constitution, alteration, dissolution.

And so also in general laws.

cases of incorporation under

As amended

P. L. 1876, p. 103.

P. L. 1888, p. 112.

which associa

formed.

10. That it shall be lawful for three or more persons to associate themselves into a company to carry on any P. L. 1880, p. 92. kind of manufacturing, mining, chemical, trading or agricultural business, *agricultural fairs and exhibitions. for the encouragement of competition in agriculture, horticulture, breed of stock and development of speed in horses*; the transportation of goods, merchandise or Purposes for passengers, upon land or water; inland navigation; the tons may be building of houses, vessels, wharves or docks, or other mechanical business; the reclamation and improvement of submerged lands; the improvement and sale of lands; "the examination, insurance and guaranty of the title to lands"; *the constructing, maintaining and operating (except in a town or city in which water works are established and owned by the corporate authorities) works for the special purpose of supplying water for extinguishing fires in mills, factories, manufacturing establishments NOTE. -** Indicates the amendment made in 1880. NOTE.- -a a Indicates the amendment made in 1888.

P. L., page 92.
P. L., page 112.

and other buildings*; the damming of rivers and streams, including the storage, transportation and sale of water, and water power and privileges, with the right to take rivulets, raceways and lands, and erect and maintain dams, reservoirs, raceways, mills, manufactories and other erections, and lease, mortgage, sell and convey the same, or any part thereoft; the making, purchasing and selling manufactured articles, and also of acquiring and disposing of rights to make and use the same; the renting buildings and steam or other power therewith; the cutting and digging peat, stone, marl, clay or other like substance, and dealing in the same, manufactured or unmanufactured, or any wholesale or retail mercantile business, or any lawful business or purpose whatever, upon making and filing a certificate in writing of their organization, in manner hereinafter mentioned; provided, that nothing herein contained shall Not to be con- be construed to authorize the formation of any insurtion of compan-ance company ("except companies for the insurance or

Certificate to be

filed.

Proviso.

strued to au

thorize forma

ies for certain

purposes.

Proviso.

guaranty of the title to lands or any estates or interests
in lands"), banking company, savings bank or other
corporation intended to derive profit from the loan and
use of money, nor of any 'railroad company, turnpike
company or any other company which shall need to
possess the right of taking and condemning lands, fex-
cept for the damming of rivers and streams, and for the
purposes pertaining thereto, as herein before specified;
and further provided, that this act shall not apply to any
river or stream of a less width and volume of water than
the Delaware river, ordinarily, at Phillipsburg, in this
NOTE.-** Indicates the amendment made in 1880.
NOTE. Indicates the amendment made in 1876.
NOTE.-
.—a a Indicates the amendment made in 1888.
NOTE b.-The proviso that railroad companies cannot be formed under
this act is not to be construed so as to prohibit the operation of a railroad
which is leased, when no condemnation of land is required. (See Sec. 211.)
Companies authorized to make improvements at seaside resorts are author-
ized, under certain circumstances, to subscribe to the construction of a rail-
road. (See Sec. 177.)

P. L., page 92.
P. L., page 103.
P. L., page 112.