directors not limited. 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 Number of 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; Proviso, provided, that the directors of any such company shall not be less than three in number; [provided, that a ma- Proviso. jority of the directors of any such company shall be residents of this state]. (See Secs. 142 and 154.) Supplement. Approved February 21, 1877. P. L. 1877, p. 20. desiring dissolution to file list of with secretary 128. SEC. 1. That section thirty-four of the act to which Corporations 'this is a supplement, and which now reads as follows: directors, &c., (see Sec. 34) be and the same is hereby amended so that of state. 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 aforesaid. Supplement. Approved February 21, 1877. P. L. 1877, p. 22. how effected. 129. SEC. 1. That it shall be lawful for any corpora- Change of name tion existing under and by virtue of the laws of this state, whether created by special charter or otherwise, to change its corporate name by a two-thirds vote of the board of directors or managers of such corporation, who shall be present at a regular or special meeting called for that purpose; provided, that the corporation cause to proviso. What certificate of change shall state. 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. (See Sec. 247.) 130. SEC. 2. That 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 secreChange not to tary 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 Change not effected until certificate is made. affect liability. Pending suits not affected. property of said corporation, whether held by its original or amended name, may be levied on and sold to satisfy such judgment. Supplement. Approved March 8, 1877. P. L. 1877, p. 74. 131. SEC. 1. Amends section eighty of act of April 7, 1875. (See Secs. 80 and 154.) 132. SEC. 2. Amends section eighty-three of act of April 7, 1875. (See Sec. 83.) be void 133. SEC. 3. That the charter of no corporation shall Charter by teabe forfeited and void, notwithstanding the injunction tion. and appointment mentioned in section eighty-three of the act to which this is a supplement shall have continued for four months; provided, said corporation shall Proviso. have been heretofore managed and doing business under an order of the court of chancery. (See Sec. 83.) Supplement. Approved March 9, 1877. P. L. 1877, p. 179. amended. P. L. 1886, p. 226. *134. SEC. 1. That when any company incorporated Asam 240. 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 or the number of its directors [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 certificate setting forth the amount of capital stock, or 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, Proviso. Increase of ca a tors ital stock and number of direc *NOTE- -* Indicates the amendment of 1883. The amendment of 1886 added the words within brackets and changed the words "and number of directors" to "or number of directors." Proviso. that the additional capital stock authorized under this act shall be paid for in cash, *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.] P. L. 1878, p. 25. As amended. Supplement. Approved February 21, 1878. *135. SEC. 1. That 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 Companies may on filing with the secretary of state the assent, in writing, motor cap of stockholders representing two-thirds in value of the ital stock. holders and cer tificate to filed. 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 Assent of stock which the place of business of any such company is lopublished and cated, 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 they may respectively receive of the amount so reduced; and the certificate of the secretary of state and accepted as 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 Certificate of secretary of state to be taken evidence. Proviso. *NOTE.-The amendment added the words in brackets. reduction of stock shall be construed to affect any reduction of the taxes that may be required to be paid by the. special acts respectively incorporating such companies. Supplement. Approved February 26, 1878. P. L. 1878, p. 29. May mortgage franchises for sary for the re resuming control of property, 136. SEC. 1. That any corporation which now is, or property and hereafter shall be, in the hands of receivers, or of a amount necesreceiver, by virtue of proceedings in the court of chan-organizing and cery, may, whenever such corporation shall be reorganiz-to ing or arranging its property and debts to resume the management and control of its property and business, with the consent of the court of chancery, mortgage its property and franchises for such amount as may be necessary, at a rate of interest not exceeding the rate of interest secured by any pre-existing mortgage of real estate made by such corporation. Supplement. Approved March 7, 1878. P. L. 1878, p. 61. 137. SEC. 1. Amends section one hundred and five of the act of April 7, 1875. (Incorporated in section. See Sec. 105.) 138. SEC. 2. That all acts or parts of acts to which this Repealer. is a supplement conflicting with this act be and the same are hereby repealed, and that this act shall take effect immediately. Supplement. Approved March 14, 1878. 139. SEC. 1. Amends section two of the supplement of April 12, 1876. (Incorporated in section. See Sec. 108.) 140. SEC. 2. Amends section ten of the supplement of April 12, 1876. (Incorporated in section. See Sec. 116.) P. L. 1878, p. 90. |