this state, and engaged in manufacturing within this state, shall have been or shall be declared to be insolvent, and a receiver shall have been or shall be appointed, and no settlement shall have been made for three years thereafter, it shall be lawful for such company to enter into an agreement with its creditors for a settlement, with the consent and approval of the chancellor, and after such agreement shall have been signed by not less than twothirds in amount of the holders of the valid claims against such company, said agreement shall be binding upon all of the creditors of such company the same as if they had all signed, to the end that the receiver may be discharged by the chancellor, and the effects and property of the company restored to its own possession.

166. Discharge of claim of creditor not joining in compromise.

SEC. 2. Any creditor who shall refuse to sign such agreement may, upon notice given to such company within sixty days from the discharge of the receiver, apply to the chancellor for an assessment of the value of the claim of such creditor, and the chancellor may appoint three commissioners to determine the actual value of the property of such company while the same was in the hands of the receiver, and the proportionate value of the claim of such creditor, and the value or proportionate amount of such claim shall be paid by the company in discharge of the debt, in order that such claimant may receive the full proportion that would have been realized if a sale of the property had been ordered by the court to be made by the receiver.

167. Proceedings for settlement of claim of a creditor not joining in compromise.

SEC. 3. Either party may have a right to appeal from the decision of the commissioners, when made under the second section of this act, to the chancellor, who shall hear and determine the same, or at the request of either party, an issue may be framed for the trial of the questions submitted to said commissioners before the circuit court of any county of this state, and the chancellor may order that such further proceedings shall be had as may be in accordance with the practice of the court of chancery and the courts of law in the trial of feigned issues out of the court of chancery.

168. Certain land companies may become shareholders of railroad company.

[Supplement, passed February 17th, 1885. P. L. 1885, p. 34.]

SEC. 1. Any corporation of this state now existing or hereafter to be incorporated under the provisions of the act to which this is a supplement, having for its object the improvement and sale of and owning lands at or near any of the sea-side resorts of this state, and not located on the line or at the terminus of any railroads in this state, may, by a vote of the majority of the capital stock of such corporation, subscribe to the capital stock of and become a shareholder in any railroad company about to construct its line of railroad so as to extend to, through or over the lands owned by such corporation; provided, that such subscription shall not exceed one-fifth of the amount of the capital stock of such subscribing corporation.(r)

169. Corporations may decrease capital stock, and par value of shares.

[Supplement, passed March 25th, 1885. P. L. 1885, p. 140.]

SEC. 1. When any company incorporated under any general law of this state, or by special act of incorporation, is limited by its charter to a certain amount of capital stock, and the par value of the shares of such stock is fixed therein, such corporation shall have the power to decrease the amount of its capital stock and the par value of the shares of its capital stock on filing with the secretary of the state the assent, in writing, of stockholders representing two-thirds in value of existing capital stock and a certificate setting forth the amount of the capital stock as decreased, and the par value of the shares of such capital stock, and published for three weeks in a newspaper circulating in the county in which the place of business or principal office 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 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 of capital stock and of the par value of the shares thereof in any court of this state; provided, that no such reduction of stock or the par value of the shares thereof shall be construed to effect any reduction of the taxes that may be required

(r) For other provisions relative to the holding by one company of stock in another, vide sections 189, 191, 219.

to be paid by the special acts respectively incorporating such companies. (See sections 33, 117, 120, 138.)

170. Safe deposit and trust companies may be formed. ["An act for the incorporation of safe deposit and trust companies." Approved April 20th, 1885. P. L. 1885, p. 270.]

SEC. 1. Any number of persons, not less than seven, may associate themselves together to establish a place or places of safe deposit and trust within the state, on the terms and conditions and subject to the liabilities prescribed in this act; the aggregate amount of the capital stock of any such company shall not be less than twenty-five thousand dollars nor more than two hundred thousand dollars, the whole amount of which as fixed shall be subscribed, and twenty-five per cent. thereof actually paid in in cash before such company shall commence business.

171. Certificate of organization.

SEC. 2. The persons so associating shall, under their hands and seals, make a certificate which shall specify the following matters: I. The name they have assumed to conduct their business;

II. The amount of the capital stock as fixed by them, and the number and par value of the shares thereof;

III. The names and residences of the shareholders and the number of shares held by each;

IV. The place or places where said association will conduct its business.

Which certificate shall be acknowledged before a master in chancery of this state and recorded in the office of the secretary of state, and upon the same being so recorded, said association shall be a body corporate, and entitled to all the rights and privileges as such under the laws of this state.

172. Powers of safe deposit and trust companies.

SEC. 3. Any association created under this act shall have full power and lawful authority to take and receive on deposit, in trust and for safe keeping, stocks, United States bonds, jewelry, plate, money and other valuable property of every kind, upon terms to be prescribed by the by-laws of said association, and such association may collect coupons of or interest upon United States or other bonds, obligations or securities, when authorized so to do by parties depositing the same, and may make such special contracts as may be authorized by the by-laws for the taking of money or articles of property on deposit, and the payment or return thereof, and the interest thereon, and the rate or percentage of charges payable to or collectible by said association.

173. Seven directors of safe deposit and trust companies. SEC. 4. The business of said association shall be conducted by a board of directors, of not less than seven in number, who shall be stockholders, and shall be elected annually at a stockholders' meeting, to be provided for in the by-laws of the association; said board of directors shall elect from their number a president, and shall provide for the election and appointment of such other officers and agents as may be necessary. (Vide sections 1, 17, 116, 184.)

174. Property of maufacturing companies to be taxed the same as that of an individual.

[Supplement, approved May 11th, 1886. P. L., p. 345. Vide sections 105, 123, 157 to 164.]

SEC. 1. All real and personal estate of every manufacturing company or corporation shall be taxed the same as the real and personal estate of an individual.

175. When certificate of incorporation lost, copy may be filled.

[An act relative to the filing of certificates of incorporation. Passed April 6th, 1886. P. L., p. 210.]

SEC. 1. In case any certificate of incorporation of any corporation organized under the act entitled "An act concerning corporations" [Revision], approved April seventh, one thousand eight hundred and seventy-five, and the acts amendatory thereof, shall have been heretofore or is hereafter lost after the same has been recorded with the clerk of the county where its principal place of business is located, and before it has been filed with the secretary of state, then in that case it shall be lawful for one or more stockholders of such corporation to cause a copy of the record of the original certificate of incorporation in said county clerk's office, certified by the clerk of the county in which it is recorded, to be filed with the secretary of state as of the date when it was recorded in said county clerk's office; and the secretary of state is hereby required to file the said certificate in his office as of the date when it was recorded with the clerk of the county in which the principal place of business of such corporation is situated, and to charge the same fees for such filing as was required by law at the time for which such certificate shall be filed.

176. Such corporation deemed to have been incorporated as of date of recording.

SEC. 2. For all intents and purposes any such corporation shall be deemed to have been incorporated as of the date when the original certificate of incorporation was recorded with the clerk

of the county in which said corporation's principal office or place of business is located. (s)

177. Corporation may extend its existence although period named in charter has expired.

[Supplement, approved April 6th, 1887. P. L., p. 137. See sections 11, 13, 109, 110, 111, 136, 187, 197, 198, 199.]

SEC. 1. Any corporation that has failed, during the period for its continuance named in its charter or certificate of incorporation, to file with the secretary of state a certificate extending its corporate existence, as permitted by statute, but has continued and still continues its organization and the transaction of business, may still file such certificate at any time within thirty days from the passage of this act, naming therein a period not exceeding fifty years.

178. On filing certificate existence revived and extended. SEC. 2. Upon filing such certificate the period of the existence of such corporation shall be revived and extended as declared in such certificate as fully as if said period had been named in the original charter or certificate of organization of such corporation, but 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 contained in any charter, nor shall this act apply to any corporation against which quo warranto or other proceedings for dissolution are pending.

SEC. 3. This act shall take effect immediately.

179. Where incorporator is dead, another may be appointed.

[Supplement, approved April 1st, 1887. P. L. 1887, p. 112. As amended by supplement of April 4th, 1891. P. L., p. 321.]

SEC. 1. Where one or more of the persons heretofore or hereafter authorized to organize or incorporate any corporation heretofore or hereafter authorized to be created by or under any general or special act shall have died before such corporation shall have been completely organized pursuant to law, it shall and may be lawful for the survivor or a majority of the survivors to heretofore or hereafter designate in writing other persons who may take the place and act instead of those deceased in the organization, and any organization heretofore or hereafter affected by the aid of any (8) See note to section 13.