lost or destroyed certificate or certificates may at any time within sixty days after the date of such filing in the office of the secretary of state, apply to have said order vacated, and thereupon such proceedings shall be had by said chancellor or justice for a re-hearing as they shall direct; such order shall not affect the rights of any bona fide holder of stock who has acquired the same after its loss by the rightful owner thereof and prior to the expiration of sixty days from the date of the filing of such order as aforesaid in the office of the secretary of state. 238. SEC. 3. That whenever any corporation incorpoficate may apply rated under the laws of this state, shall have refused to issue a new certificate of stock in the place of one thereing corporation tofore issued by it, but which, it is alleged, has been lost Owner of lost or destroyed certi to the chancel lor or justice of supreme court for order requir show cause why new certifi e issued. cate should not or destroyed, the owner of such lost or destroyed certificate, or his legal representatives, may apply to the chancellor or any justice of the supreme court for an order requiring such corporation to show cause why it should not be required to issue a new certificate of stock in the place of the one so lost or destroyed; such application shall be by petition, duly verified by the owner, or his legal representatives, in which shall be stated the name of the corporation, the number and date of the certificate, if known, the number of shares of stock named therein and to whom issued, and as particular a statement of the circumstances attending such loss or destruction as such petitioner shall be able to give; upon presentation of such petition the said chancellor or justice shall make an order requiring the said corporation to show cause, at a time and place therein mentioned, why it should not be required to issue a new certificate of stock in the place of the one described in the said petition; a copy of the said petition and of the said order shall be served upon the president, or other head of such corporation, or upon the cashier, or secretary or treasurer thereof, personally, at least ten days before the time designated in said order for showing cause. application for order to show. 239. SEC. 4. That at the time and place specified in Proceedings on said order (provided for in section three), and upon proof &c. of the due service thereof, the said chancellor or justice shall proceed in a summary manner and in such mode as he may deem advisable, to inquire into the truth of the facts stated in the said petitlon, and shall hear such proofs and allegations as may be offered by or in behalf of the petitioner, or by or in behalf of the said corporation, relative to the subject matter of such inquiry, and if, upon such inquiry, the chancellor or justice shall be satisfied that such petitioner is the lawful owner of the number of shares of the capital stock, or any part thereof, described in the said petition, and that the certificate therefor has been lost or destroyed and cannot, after due diligence, be found, and no sufficient cause has been assigned why a new certificate should not be issued in place thereof, said chancellor or justice shall make an order requiring the said corporation, within such time as shall be therein designated, to issue and deliver to such petitioner a new certificate for the number of shares of the capital stock of the said corporation which shall be specified in such order as owned by such petitioners, and the certificate for which shall have been lost or destroyed; in making such order the said chancellor or justice shall direct that the said petitioner deposit such security, or file such bond, in such form and with such. sureties as to the chancellor or justice shall appear suffi cient to indemnify any person, other than the petitioner, who shall thereafter appear to be the lawful owner of such certificate stated to be lost or stolen, and to indemnify the said corporation against all loss or damage which it shall sustain by reason of claims made against it by other persons upon account of such lost, stolen or destroyed certificate; and the chancellor or justice may also direct the publication of such notice, either preceding or succeeding the making of such final order, as it shall deem proper; any person or persons who shall P. L. 1883, p. 242. Authorized to consolidate. Conditions and restrictions. Shall enter into joint agreement. thereafter claim any rights under such certificate, so alleged to have been lost or destroyed, shall have recourse to the said indemnity, and the said corporation shall be discharged of and from all liability to such person or persons, by reason of compliance of the order aforesaid; obedience to such order may be enforced by said chancellor or justice by attachment against the officer or officers of such corporation, upon proof of his or their refusal to comply with the same. An Act relating to the consolidation of corporations authorized to establish storehouses, piers or docks, or to maintain yards and buildings for the keeping and accommodation of live stock. Approved March 23, 1883. 240. SEC. 1. That it shall be lawful for any corporation or corporations of this state created, to establish ferries, storehouses, piers or docks, or to maintain yards and buildings for the keeping and accommodation of livestock, to consolidate and merge their corporate rights, franchises, powers and privileges into any one of such corporations so authorized as aforesaid, so that by virtue of this act such corporations shall be consolidated and merged, and so that all the property, rights, franchises and privileges, by law vested in such corporations so merged, shall be transferred to and vested in the corporation into which such consolidation and merger shall be made. 241. SEC. 2. That such consolidation and merger shall be made under the following conditions and restrictions, to wit: I. The directors or managers of each corporation so authorized as aforesaid, shall enter into a joint agreement under the corporate seal of each corporation, for the consolidation of said corporations, and of such merger, prescribing the terms and conditions thereof, and the manner of converting the capital stock of the said corporation or corporations so to be merged into the stock or obligations of the corporation into which such merger shall be made, and all other provisions as they shall deem necessary to perfect the said consolidation and merger; submitted stockholders of tion. to be filed in II. Said agreement shall be submitted to the stock-Agreement to be holders of each of such corporations, at a meeting thereof, each corporacalled separately; of the time, place and object of which meeting due notice shall be given by publication, once a week, for two successive weeks before said meeting, in one newspaper published in each of the counties in which such corporations, respectively, are authorized to hold real estate; and at said meeting the said agreement shall be considered, and a vote by ballot, in person or by proxy, taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote; and if a majority of all the votes cast at each of such meetings shall be in favor of said agreement, consolidation and merger, then that fact shall be certified by the secretary of such corporation, and such certificate, together with a copy of the agreement, shall be filed in the office of the secretary of Certificate, &c., the state, whereupon the said agreement shall be deemed office of sec and taken to be the act of consolidation and merger of said corporation; but, nevertheless, if any stockholder of Proceedings either of the companies so consolidated and merged, who shall not have given assent thereto, and who shall be dissatisfied therewith, and shall signify his or her dissent by notice in writing, served on the president, secretary or treasurer of the company into which such consolidation and merger shall have been made, at any time within three months after the vote for the same, he or she shall receive from the company into which the consolidation and merger shall have been made, the fair value of his or her stock at the time when the vote for the agreement of consolidation and merger was so cast as aforesaid, which, if not agreed on, shall be appraised by three disinterested persons resident in this state, to be appointed retary of state. when stockholder does not assent to consol idation. Merger shall be deemed to have taken place is filed in office state. by the chancellor or supreme court of this state, whose duty it shall be to make such appointment on reasonable notice, on the application of either party; and thereupon, and upon the payment of the value so ascertained, such stockholder shall deliver up his or her certificate of stock, if any such has been issued; and the said company, into which the consolidation and merger shall have been made, may re-issue the same amount of stock to any other person or persons. 242. SEC. 3. That upon the filing of the said certificate when certificate and copy of agreement in the office of the secretary of of secretary of the state, the said merger shall be deemed to have taken place, and the said corporations to be one corporation, possessing all the rights, privileges and franchises theretofore vested in either of them; and all the property, real, personal and mixed, and debts due, and rights of action, shall be deemed and taken to be transferred to and vested in the corporation into which such merger shall have been made without further act or deed; and all property, all rights of way, and all other interests, shall be as effectually the property of such company or corporation into which such merger shall have been made, as they were of either of the former corporations, parties to said agreement; provided, that all rights of creditors, and all liens upon the property of either of said corporations shall continue unimpaired, and the respective corporations shall be deemed to be in existence to preserve the same, and all debts, duties and liabilities of either of said corporation shall thenceforth attach to the consolidated corporation and be enforced against it to the same effect and by the same process as if said debts, duties and liabilities had been contracted by it; and provided further, that in case of any differences or inconsistencies of any nature between the acts regulating said companies respectively, then the said consolidated corporation shall in all respects be regulated by the laws then governing and applicable to the corporation into Proviso. Proviso. |