thereon returned unsatisfied, but any suit brought against any such director or stockholder for such debt shall stay after execution levied or other proceedings to acquire a lien until such return shall have been made. (Vide section 5 and note.)

VI. Miscellaneous.

97. Applications for special charters and for renewals of charters to be advertised.

When any person or persons shall be disposed to make application to the legislature of this state for an act of incorporation, for any purpose whatever, or any company or association, already incorporated, shall be disposed to make application for a renewal of their charter, or any alteration in the law so incorporating them, or when any application shall hereafter be made for the purpose of obtaining a law authorizing the erection of a bridge over any navigable water in this state, it shall be the duty of such person or persons so applying, or the directors or stockholders of such incorporation, or some of them, to signify his or their intention, by advertisement, to be inserted for at least six weeks, successively, in one or more of the newspapers published in the county where the objects of such association or corporation are carried or intended to be carried into effect; and if no newspaper be published in such county, then in the newspaper or newspapers published nearest to the same; and specify the object of such incorporation or application, the amount of capital stock requisite to carry their objects into effect; and in case of an application for any alteration in any charter already granted, it shall be the duty of the stockholders or directors of such incorporation to state in such notice, specifically, the alteration so to be applied for; and that due proof shall be made of such notice having been published previous to leave being given to bring in any bill to comply with such application. (w)

98. Companies formed under Manufacturing Company act of 1846 may come under this act.

Any company formed under and pursuant to an act entitled

(w) By Article IV. of amendments to the constitution, which took effect September 27th, 1875, it is provided that "the legislature shall pass no special act conferring corporate powers, but they shall pass general laws under which corporations may be organized, and corporate powers of every nature obtained, subject, nevertheless, to repeal or alteration at the will of the legislature."

"An act to authorize the establishment and to prescribe the duties of manufacturing companies," approved the twenty-fifth day of February, eighteen hundred and forty-six, and the several supplements thereto may come under and be subject to the provisions and liabilities of this act, in the same manner as if formed under the same, if such company make a certificate under the hands of the president and directors of the company, that said company desires to come under the said provisions and liabilities; which certificate shall be acknowledged, recorded and filed in the same manner as the certificate required by this act; and such company, on the recording and filing of said certificate as aforesaid, shall be free from the liabilities and provisions of the said act under which said company was formed; provided, that nothing in this section contained shall be held to affect any transaction, liabilities or debts of any such company heretofore done, accrued or contracted.

99. Foreign corporations may hold and mortgage lands in this state.

[This section is given as amended by the supplement of April 11th, 1887. P. L., p. 157. The supplement omits the preamble, but as there is no express repealer, it is inserted here.]

Whereas, by the laws of this state, corporations are authorized to carry on a portion of their business out of this state, and such general provision is embraced in the laws of other states granting such powers; and whereas, doubts have arisen as to whether foreign corporations can hold, mortgage and convey lands in this state; therefore it shall be lawful for foreign corporations to acquire, 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 corporations in this state, or such as they may acquire by way of mortgage or otherwise in the payment of debts due to said foreign corporation; and foreign corporations having charter authority to engage in the business of acquiring, holding, mortgaging, leasing and conveying real estate are hereby authorized to pursue the conduct of such business in this state, and to that end to acquire, hold, mortgage, lease and convey real estate in this state; and any conveyances or mortgages to or by such foreign corporations of lands in this state heretofore made, are hereby declared to be good and valid in this state, both in law and equity. (See sections 1, 103, 137, 150.)

100. Contracts for transfer or merging of franchises by corporations must be recorded.

All contracts or agreements for the sale, letting, leasing, con

solidating, merging, or in any manner disposing of or transferring the franchises, privileges, or any part thereof, of any company or organization incorporated by or under the laws of this state, shall be acknowledged or proved as conveyances of land in this state are authorized to be acknowledged or proved, and shall be recorded in the office of the secretary of state within two months after the execution thereof, at the proper cost of the parties thereto; and unless such contract or agreement is lodged with the secretary of state for record within thirty days from the date of the execution thereof, the same shall be of no effect until recorded; and copies of the said record, duly certified by the secretary of state, shall be received in evidence in any court of this state, and be as good, effectual and available in law as if the original contract or agreement was then and there produced; provided, nevertheless, that this act shall not be held or construed by any court or by any officer or person whomsoever, as having rendered, or as rendering invalid or of no effect any such contract or agreement as in said act mentioned, as between the parties to such contract or agreement, nor in favor of or for the benefit of any person or corporation having notice of such contract or agreement, although such contract or agreement has not been or may not be lodged for record or recorded according to the directions of said act; but every such contract or agreement which has not been, and which may not hereafter be lodged for record and recorded pursuant to the directions of said act, shall, between the parties to such contract or agreement, and as to every person or corporation having notice thereof, have the same force and effect as if such contract or agreement had been lodged for record and recorded pursuant to the directions of said act, and such contracts or agreements may be lodged for record and recorded at any time, and from the time of lodging the same for record shall be considered as duly notified to all persons entitled to notice thereof.

101. Repealer of Manufacturing Company act of 1846. "An act to authorize the establishment, and to prescribe the duties of manufacturing companies," approved February twentyfifth, eighteen hundred and forty-six, and the several supplements thereto, are hereby repealed; but no company established under the said act, or any of said supplements, or any person having claims or demands against said company, shall be affected by the repeal thereof.

102. Repealer of Manufacturing Company act of 1849. "An act to authorize the establishment and to prescribe the duties of companies for manufacturing and other purposes," approved March second, eighteen hundred and forty-nine, and the several supplements thereto, are hereby repealed; but no company established under the said act or any of the said supplements, or any person having claims or demands against said company shall be affected by the repeal thereof.

103. Foreign corporations, doing business in this state, shall be subject to all the provisions of this act, so far as the same can be applied to foreign corporations. (See sections 1, 99, 137, 150.)

104. General repealer.

All acts and parts of acts, general or special, inconsistent herewith, be and the same are hereby repealed.

105. Taxation of property of corporations.

[This section is given as amended by act of March 7th, 1878, which strikes out the word "hereafter" at the *. By act of March 14th, 1879, corporations are taxed on capital and surplus. Vide section 123. By act of May 11th, 1886, the property of manufacturing companies is taxed the same as that of an individual. Vide sections 123, 157 to 164, and 174.]

All the real and personal estate of every corporation* incorporated by any act of the legislature, or by the filing of a certificate or otherwise under any general law of this state, shall be taxed the same as the real and personal estate of an individual; (x) provided, however, that the provisions of this section shall not apply to railway, turnpike, insurance, canal or banking corporations, or to savings banks, or to cemeteries, church property, or purely charitable or educational associations.

106. Company may change time for declaring dividends and electing officers.

[Supplement, approved April 5th, 1876. P. L., p. 74.]

When a company incorporated under the laws of this state, is limited by its charter to certain fixed times for declaring dividends, or for holding its annual meetings of stockholders for the election of directors, such corporation shall have power at any time to change the time or times for declaring its dividends and holding said annual meetings, upon the vote of two-thirds in

(x) The act of March 7th, 1878, which amended this section by striking out the word "hereafter" at the *, thus making its application general, extending to all corporations not expressly excepted from its operation, is constitutional, and corporations are taxable as therein provided Trenton Iron Co. v. Yard, 13 Vr. 357. See act of 1886, infra, ¿ 174.

interest of its stockholders at any regular meeting of said stockholders.(y)

107. Water companies.

[Supplement, approved April 12th, 1876. P. L. 1876, p. 103.]

This supplement, containing thirteen sections, relates exclusively to the "damming of rivers and streams, including the storage, transportation and sale of water and water-power and privileges," etc. The first section is an amendment of section 10, supra, and is incorporated therein. The remaining sections grant power to dig canals, dam rivers and streams, condemn and take lands, to issue bonds, and connect works with those of other corporations. The supplement is amended by act of March 14th, 1878. P. L. 1878, p. 90. See, also, act of April 21st, 1876, P. L., p. 318, providing for formation of water companies See Atlantic City Water Works Co. v. Atlantic City, 12 Stew. Eq. 367; also, Atlantic City Water Works Co. v. Consumers' Water Co., 17 Id. 427; also, Read v. Atlantic City, 20 Vr. 558; S. C., 21 Id. 665; see, also, Rev. Sup., 155, 650.] Residence of directors.

108. Plank road companies.

[Supplement of April 21st, 1876. P. L. 1876, p. 237. See sections 112, 133, 218.] It shall not be necessary hereafter for more than a majority of the directors of any plank road company heretofore or hereafter organized under the act to which this is a supplement, or under any other act, or in pursuance of any special charter, to be residents of this state.

109. Corporate existence may be extended.

[Supplement of April 21st, 1876. P. L., p. 235. See sections 136, 177, 178, 179, 187, 198,

199.]

SEC. 1. It shall be lawful for any corporation heretofore or hereafter created under or by virtue of any law of this state, at any time before the expiration of its charter, or of the period named in its certificate of organization, to file in the office of the secretary of state a certificate under its common seal, attested by the signature of its presiding officer, declaring its desire that the period of its existence as such corporation shall be extended for any time therein mentioned not exceeding fifty years.

110. On filing certificate the corporate existence is extended.

SEC. 2. Upon making and filing such certificate, the period of the existence of such corporation shall be extended as declared in such certificate as fully as if the said period had been named in the original charter or certificate of organization of such corporation.

111. But this act shall not make irrepealable charters. SEC. 3. Nothing herein contained shall be construed to interfere with the right of the State of New Jersey, reserved by any law now or hereafter existing, to acquire the property and franchises of any such corporation, or at any time to abolish or repeal, alter or amend the charter of the same, nor shall this act be construed to continue any irrepealable or other contract with the state con

(y) For other provisions respecting dividends, see sections 7, 25, 52, 53, 144.