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upon the transfer books of such company, on any day when such election may be held; (22) no failure to elect directors at the time required by law shall work any forfeiture or dissolution of the corporation, but any justice of the supreme court may summarily order such election to be held upon the application of any stockholder, and punish the directors as for a contempt of court for any neglect or failure to obey the order of such justice in reference to such election.(a)

47. Director must be a stockholder.

It shall not be lawful for any person to be elected a director of any body corporate in this state, issuing stock, unless such person shall be at the time of his election a bona fide holder of some of the stock of said body corporate.(b)

48. Director ceasing to be stockholder, ceases to be director.

When any person, a director of any body corporate, shall cease to be a bona fide holder of some of the stock thereof, he shall cease thereupon to be a director thereof.

49. Corporations must annually file list of officers and directors.

[As amended by supplement of March 8th, 1877. P. L., p. 103. See section 195, infra.] It shall be the duty of all corporations which may now or hereafter be authorized to transact business in this state, whether organized under general or special laws, although such corporation may not be organized under the laws of this state, and they are hereby required to file, on or before the thirtieth day of June next, and annually thereafter within thirty days after the usual time of the annual election of directors, managers or trustees and the officers thereof, whether such election shall have been held on the day fixed by law or not, in the department of state of this state a complete list, duly authenticated by the signature of the president and secretary, of the names of such directors, managers, trustees and officers, with the date of the election or appointment, term of office and residence of each; and also to designate

(22) A person cannot vote who is not a stockholder on the day an election is held, although he was a stockholder on the day when it should have been held. 8 C. E. Gr. 217.

(a) The proper proceeding is by mandamus. 1 Gr. 352.

(b) The books of the corporation are the only evidence as to who are the stockholders, and, as such, are entitled to vote at elections; but with respect to the qualifications of a director, the company's books are not conclusive. A person may be qualified to be a director whose vote cannot be received at the election by reason of the transfer of stock to him not being entered on the books, and he may appear as a stockholder on the books, and still be disqualified for the office of director, for reasons aliunde. In re Election of St. Lawrence Steamboat Co., 15 Vr. 529.

the business and the location of the principal office or place of business of the company in this state, as also in the state where organized; and for this purpose it shall be the duty of the secretary of state to furnish blanks in proper form, and to safely keep in his office all lists so filed, and issue to the company so filing his certificate thereof, and also to prepare an alphabetical index thereto, which lists and index shall be submitted to the inspection of persons interested at all proper hours; and it shall further be his duty during the month of April next to cause a notice of the requirements of this act to be published three times in each of the newspapers in this state authorized to publish the laws; and every such corporation which shall not, within ten days of the time herein fixed, comply with the provisions of this act shall forfeit the sum of two hundred dollars, the one-half thereof to the use of the State of New Jersey, and the other moiety to him who shall sue for the same, to be recovered by action of debt in any court of record, together with costs of suit.

IV. Management and Liabilities of Directors, Etc.

50. Stockholders' meeting to be held at principal office in this state, where such stock and transfer books shall be kept. Directors may meet out of state.

In all cases where it is not otherwise provided by law the meeting of the stockholders of all corporations of this state shall be held at the principal office or place of business of the company in this state; the directors may hold their meetings, and have an office, and keep the books of the company (except the stock and transfer books), outside of this state if the by-laws of the company so provide; (c) provided, however, that said company shall always maintain a principal office or place of business in this state, and have an agent of the company in charge thereof, wherein shall be kept the stock and transfer books of the company for the inspection of all who are authorized to see the same, (d) and for

(c) It seems that the board of directors of any New Jersey corporation may lawfully hold meetings out of this state. Coe v. Midland Railway Co., 4 Stew. Eq. 105, 117; Parsons v. Lent, 7 Id. 67.

(d) Entries in the books of a corporation are, as a general rule, competent evidence of the proceedings of the corporation and of the acts and votes of its officers transacted at official meetings, but such entries are not notice to third persons of the acts or resolutions entered upon its minutes.. Wetherbee y Baker, 8 Stew. Eq. 500.

the transfer of the stock; and provided further, that the chancellor or the supreme court, or any justice thereof, may, upon proper cause shown, summarily order any or all of the books of said company to be forthwith brought within this state and kept therein at such place as may be designated for such time as such chancellor, court or judge may deem proper, and upon failure of any company to comply with such order its charter may be declared forfeited by the chancellor or said court, and it shall therefrom cease to be a corporation, and all the directors and officers of said company shall be liable to be punished as for contempt of court for disobedience to such order. (e)

51. In case of neglect, etc., three stockholders may call meeting.

Whenever, for want of sufficient by-laws for the purpose, or of officers duly authorized, or from the improper neglect or refusal of such officers, or from other legal impediment, a legal meeting of any kind of the stockholders of any corporation cannot be otherwise called, three or more stockholders thereof may call a meeting of the company by giving ten days' notice in a newspaper circulating in the county wherein the business is conducted, or where their principal place of business or office in this state is located; and such meeting so called shall be a legal meeting of the company; and if there be no officers of the company present, whose duty it is to preside at meetings, the stockholders present may elect officers for the meeting; and it shall be the duty of the secretary of the company to record the proceedings of such meeting in the book of minutes of the company.

52. Manufacturing corporations to declare annual divi

dends.

[This section is given as amended by act of March 17th, 1891. P. L., p. 176. See sections 7, 25, 106, 144.]

All manufacturing corporations within this state shall, on the first day of August in each and every year, unless some other specific day for that purpose be fixed in their charter or by-laws, and in that case then on the day so fixed, after reserving over and above their capital stock paid in as a working capital for said corporation, a sum to be specified by their board of directors, and not exceeding the amount of one-half of the capital stock paid or

(e) The provision requiring all meetings to be held in this state does not apply to corporations having irrepealable charters. 4 Stew. Eq. 105. Independent of this provision, a private corporation whose charter has been granted by one state cannot hold meetings and pass votes in another state. McCart. 380; Vide 3 Vr. 132; 7 Id. 250.

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secured to be paid, declare a dividend of the whole of their accumulated profits exceeding the amount so reserved as a working capital, and pass a share or dividend of each stockholder of such profits to the credit of their respective stockholders, and pay the same to such stockholders on demand; provided, however, that when such accumulated profits shall consist in part of real property or merchandise necessarily employed in the business of such corporations, the same shall not be regarded as profits for the purpose of the declaration or payment of such dividend, unless a majority of the board of directors or stockholders shall by resolution declare that all or some part of the accumulated profits which are invested in real estate or merchandise as aforesaid shall be used as a part of the accumulated profits for the purpose of a dividend,

53. If capital be withdrawn without due notice, directors and stockholders liable.

If any part of the capital stock of such company shall be withdrawn and refunded to the stockholders before the payment of all the debts of the company contracted previously to the recording and publishing of a copy of a vote for that purpose, as prescribed in the thirty-third section hereof, the president and directors of the company shall be jointly and severally liable for the payment of the said last-mentioned debts; and the stockholders shall also be liable for any such sums of money as they may respectively receive of the amount so withdrawn.

54. Payment of capital to be in money, and no loans to stockholders.

Nothing but money shall be considered as payment of any part of the capital stock of any company organized under this act, except as hereinafter provided for the purchase of property; (f) and no loan of money shall be made to a stockholder or officer therein; and if any such loan shall be made to a stockholder or officer of the company, the officers who shall make it, or who shall assent thereto, shall be jointly and severally liable, to the extent of such loan and interest, for all the debts of the company contracted before the repayment of the sum so loaned.

(f) Courts have inflexibly enforced the rule that payment of stock subscriptions is good as against creditors only where payment has been made in money, or what may fairly be considered as money's worth. Wetherbee v. Baker, 8 Stew. Eq. 500. For other provisions relative to payment in cash, vide sections 116, 209.

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55. Stock may be issued for property purchased. [This section is given as amended by supplement of May 9th, 1889. P. L., ch. 265.]

The directors of any company incorporated under this act may purchase mines, manufactories or other property necessary for their business, or the stock of any company or companies owning, mining, manufacturing or producing materials, or other property necessary for their business, and issue stock to the amount of the value thereof in payment therefor, and the stock so issued shall be declared and be 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 this act; and said stock shall have legibly stamped upon the face thereof, "issued for property purchased," 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 fact.(g)

56. False certificate renders officers liable for debts. If any certificate made, or any public notice given by the officers of any company, in pursuance of the provisions of this act, shall be false in any material representation, all the officers who shall have signed the same shall be jointly and severally liable for all the debts of the company contracted while they were stockholders or officers thereof.

V. Remedies.

1. AGAINST THE CORPORATION.

57. Directors to be trustees on dissolution.

Upon the dissolution in any manner of any corporation already created or which may hereafter be created by or under any law of this state, the president and directors, or the managers of the affairs of the said corporation at the time of its dissolution, by

(g) For other provisions relative to stock issued for property purchased, vide sections 144, 219. Transactions under statutes authorizing corporations to purchase property and issue stock in payment for it, or to accept property in payment of subscriptions to the capital stock, are upheld only where the agreement to purchase property and pay for it in stock has been made in good faith, and the property taken in payment of stock subscriptions has been put in at a fair bona fide valuation. Wetherbee v. Baker, 8 Stew. Eq 500. Where the officers certified that the stock had been paid up in cash, when in fact it was paid in property of uncertain value, they were held liable for the debts of the

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