tained in any charter beyond the time originally fixed for its expiration.

112. Residence of directors of water or manufacturing companies not limited, provided that a majority reside in this state.

[Supplement of February 21st, 1877, as altered by supplement of March 29th, 1878. P. L., p. 212.]

SEC. 1. It shall not be necessary for any of the directors of any water or manufacturing company heretofore or which may be hereafter organized under the act to which this is a further supplement, or any other act, general or special, or in pursuance of any special charter, to reside in any specified township or city in this state, although it may be so required by any such special act or special charter; neither shall it be necessary to limit the number of directors of any such company so organized or which may be so organized under any of such acts or under any such special charter, to the number named therein or in any of them; provided, that the directors of any such company shall not be less than three in number; provided, that a majority of the directors of any such company shall be residents of this state. (z)

113. Upon dissolution, list of directors and officers to be filled.

[Supplement, approved February 21st, 1877. P. L., p. 20.]

SEC. 1. Section thirty-four of the act to which this is a supplement, and which now reads as follows: (vide section 34) be and the same is hereby amended so that the board of directors of any corporation desiring a dissolution thereof as therein provided, shall, in addition to the other acts and things therein required to be done, file with the secretary of state a list of the names and residences of the then existing board of directors, with its officers, which list shall have been duly verified by the secretary or president of said board, and the secretary of state shall not issue the certificate of dissolution therein mentioned until such list shall have been filed as aforesaid.

114. Any corporation may change its name. [Supplement, approved February 21st, 1877. P. L., p. 22.]

SEC. 1. It shall be lawful for any corporation existing under and by virtue of the laws of this state, whether created by special charter or otherwise, to change its corporate name (a) by a twothirds vote of the board of directors or managers of such corpo

(2) For a discussion of the law respecting the residence of directors, see New Jersey Law Journal, for November, 1890, p. 347. See sections 108, 133, 218. (a) As to misnomer and acquisition of name by usage, see notes to section 1.

ration, who shall be present at a regular or special meeting called for that purpose; provided, that the corporation cause to be made and filed a certificate in writing, in manner hereinafter mentioned; such certificate in writing shall set forth:

I. The name of such corporation in use immediately preceding the vote, and making and filing the said certificate.

II. The name assumed to designate such corporation and to be used in its business and dealings in the place and stead of that referred to in the last preceding paragraph, and which said certificate shall be signed by the board of directors, or a majority of said board, and filed, in pursuance of the act to which this is a supplement, in the office of the clerk of the county where the principal office or place of business of such corporation in this state shall be established; and after being so recorded shall be filed in the office of the secretary of state; and to which certificate shall be affixed the official seal of said board and the affidavit of the secretary or acting secretary of such corporation, that the said certificate is made by the authority of the board of directors or managers of such corporation, as expressed by a two-thirds vote of the members present at a regular or special meeting of said board, called for that purpose.

115. Change not effected until certificate actually filed. Liability and pending suits not affected.

SEC. 2. No change in the name of any corporation, under the provisions of this act shall be deemed effected until the said certificate, made and recorded as aforesaid, shall be actually filed in the office of the secretary of state, as herein directed; but no such change shall in manner lessen or impair any liability of such corporation incurred or existing at the time such change of name shall be made, which liability shall continue and be capable of being enforced against such corporation by its name as so changed, or by its original name; and no suit pending at the time of such change of name shall abate by reason thereof, but the same may be prosecuted to judgment and execution in the original name of such corporation, and under any such execution the property of said corporation, whether held by its original or amended name, may be levied on and sold to satisfy such judgment.

116. Any company may increase its capital stock and

number of directors.

[Supplement, approved March 9th, 1877, as amended by a further supplement, approved March 23d, 1883, and a further supplement, approved April 14th, 1886. P. L. 1886, p. 226.]

When any company incorporated under the laws of this state by special act of incorporation, or otherwise, is limited, by its charter, or otherwise, to a certain amount of capital stock, and a certain number of directors, such corporation shall have power to increase the amount of its capital stock(b) or the number of its directors, (c) or both, on filing with the secretary of state the assent, in writing, of stockholders representing two-thirds in value of the existing capital stock, and a certificate setting forth the amount of capital stock, and number of directors as increased, and the certificate of the secretary of state that such assent and certificate have been filed in his office, shall be taken and accepted as evidence of such increase in any court of this state; provided, that the additional capital stock authorized under this act shall be paid for in cash, (d) or shall be issued in payment for land and other property acquired by said company for the purposes of its incorporation and for improvements upon or to its property to the amount of the value thereof; and provided further, in the case of any company having two or more classes of stock, common and preferred, such increase may be in any one or more classes of stock, whether common or preferred, and such assent shall be by stockholders representing two-thirds in value of each class of existing capital stock, whether common or preferred.

117. Company incorporated by special act may decrease its capital stock.

[Supplement of February 21st, 1878, amended by supplement, approved March 17th, 1882. P. L. 1882, p. 139]

When any company incorporated under the laws of this state by special act of incorporation, is limited by its charter to a certain amount of capital stock, such corporation shall have power, from time to time, to decrease the amount of its capital stock on filing with the secretary of state the assent, in writing, of stockholders representing two-thirds in value of the existing capital stock, and a certificate setting forth the amount of capital stock as decreased, and published for three weeks in a newspaper circulating in the county in which the place of business of any such company is located; and in default thereof the directors of the company shall be jointly and severally liable for all debts of the company contracted before the filing of the said certificate, and the stockholders shall also be liable for any such sums as

(b) For other provisions relative to increase, see section 24 and notes. (c) See sections 1, 17, 173, 184.

(d) For other provisions relative to payment in cash, vide sections 54, 209.

they may respectively receive of the amount so reduced; and the certificate of the secretary of state that such assent and certificate have been filed in his office shall be taken and accepted as evidence of such decrease in any court of this state; provided, no such reduction of stock shall be construed to effect any reduction of the taxes that may be required to be paid by the special acts respectively incorporating such companies. (See sections 33, 120, 169.)

118. Any company may change the par value of its shares. [Supplement, approved March 20th, 1878. P. L., p. 157.]

Any company organized under the provisions of said act may change the par value of the shares of its capital stock by filing in the office of the secretary of state the assent, in writing, of stockholders representing two-thirds in value of the capital stock for the time being, and also a certificate, under the hands and seals of said stockholders, or their legal representatives, stating the par value to which it is proposed to change said shares, which said certificate shall be proved or acknowledged and recorded in the manner provided in said act for the original certificate of organization, and the certificate of the secretary of state that such assent and certificate have been filed in this office, shall be taken and accepted as evidence of such change of par value in any court of this state; provided, however, that such assent and certificate shall be filed as aforesaid within thirty days after the execution of the same by said stockholders.

119. Increase of number of shares by subdividing. [Supplement, approved March 6th, 1879. P. L., p. 88.]

Any company or association organized under the act to which this is a supplement, or otherwise, may increase the number of its shares of stock by subdividing the amount of each share, including therein as well the par value thereof as also any assessments actually paid in thereon, into shares of such equal par value as it may agree on, by filing in the office of the secretary of state the assent in writing of stockholders representing two-thirds in value of the capital stock for the time being, and also a certificate under the hands and seals of said stockholders, or their legal representatives, stating the par value which it is proposed to fix said shares, which certificate shall be proved or acknowledged and recorded, as required of deeds of real estate, in the book kept for recording corporation certificates, in the office of the clerk of the county where the principal office or place of business of such company in this state shall be established, and after being so recorded shall

be filed in the office of the secretary of state; and the certificate of the secretary of state that such assent and certificate have been. filed in his office shall be taken and accepted as evidence of such subdivision of said shares and alteration of their par value in any court of this state; provided, however, that such assent and certificate shall be filed as aforesaid, within thirty days after the execution of the same by said stockholders; and provided further, that in no case shall the capital stock of any such company filing such certificate and assent be increased thereby beyond the amount limited in its charter or certificate of organization, except in the manner now provided by the act to which this is a supplement. (e) 120. Bank whose capital is impaired may reduce capital and issue new stock.

[Supplement of February 10th, 1880. P. L., p. 23.]

Any banking corporation having capital stock divided into shares, and created under the laws of this state by special act of incorporation or otherwise, the capital of which has become impaired, shall have power to reduce the par value of each share of its stock to such an amount as shall be agreed on by the consent of stockholders representing two-thirds of its capital stock, and shall also have power, by like consent, to determine to issue so many additional shares of its capital stock at the par value so fixed as by a like consent shall be agreed to, not exceeding in the whole, with the shares of stock previously issued and outstanding, at the par value so fixed, the amount of capital limited by its act of incorporation or certificate of organization; and upon filing in the office of the secretary of state a certificate in writing, signed by stockholders representing two-thirds of its capital stock, setting forth the number of shares of stock previously issued and outstanding, the reduced par value fixed and agreed on, and the number of additional shares of stock agreed on and determined to be issued, then and from thenceforth the par value of such stock shall be taken and considered to be the amount so fixed and certified, and the additional shares so determined to be issued may be issued in the following manner, viz.: the directors, managers, trustees or other governing body of such corporation shall give not less than ten days' notice, by advertisement in one or more newspapers of the state and by circulars sent by mail to the stockholders whose post-office address is known, of a time and place when they will open books of subscription for such

(e) For other provisions relative to increase, see section 24 and notes.