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of New York making directors personally liable for corporate debts for § 256-7 failure to file annual reports, cannot be enforced in this state, on the ground that one state will not enforce a penal statute of another state. (Derrickson v. Smith, 27 N. J. Law, 166.)

256. Certain corporations required to pay employés wages at least every two weeks.-In 1899 an act was passed by the legislature entitled "An act to provide for the payment of wages in lawful money of the United States every two weeks" (P. L. 1899, p. 69) which requires every corporation "organized under or acting by virtue of or governed by the provisions of 'An act concerning corporations (Revision of 1896),' in this state" to pay its employés in lawful money of the United States at least every two weeks. The act makes invalid any agreement between the employer and employé for payment at longer intervals. Corporations violating the act are guilty of misdemeanor and may be punished by a fine not exceeding one hundred dollars and not less than twenty-five dollars for each violation.

257. Corporation may lease its property and franchises to another corporation.-Any corporation of this state, except railroad and canal corporations, may hereafter, with the assent of two-thirds in interest of its stockholders, either in person. or by proxy, lease its property and franchises to any corporation, and every corporation of this state is hereby authorized to take the lease or any assignment thereof, for such terms and upon such conditions as may be agreed upon, and any such lease or assignment, or both, heretofore made, are hereby validated; provided, however, that nothing herein contained shall be construed to authorize any corporation which is now specifically prohibited by law or by its certificate of incorporation from leasing its property or franchises to do so. nor to authorize the leasing by any corporation without the consent of the legislature, when such consent is now specially required by any law of this state.

("An Act concerning corporations," approved March 24, 1899, P. L. 1899, p. 334.)

"It may also be considered settled that a corporation cannot lease or dispose of any franchise needful in the performance of its obligations to the state, without legislative consent. (Black v. Delaware & Raritan

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§ 258 Canal Co., 24 N. J. Eq., 465; see also Thomas v. Railroad Co., 101 U. S., 71; Stockton v. Central R.R. Co., 50 N. J. Eq., 52, 65; Thompson on Corporations, §§ 5352-5361.)

So far as domestic corporations are concerned the act is sweeping in effect and embraces telegraph, telephone and gas companies. Does it embrace street railway and traction companies?

An important question is whether a domestic corporation may transfer its franchises to a foreign corporation. By the language of the statute domestic corporations are permitted to lease " to any corporation." The absence of the limiting words "of this state" is noticeable, but is this equivalent to "corporations of this or any other state" so that foreign corporations are clearly included?

Such sanction is not to be implied; it must rest upon a clear expression of the legislative intention. (Stewart v. Lehigh Valley R. R. Co.,

38 N. J. Law, 513)

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other railroad or canal company of this state or otherwise" were held not to include foreign corporations. (Black v. Delaware & Raritan Canal Co., 24 N J. Eq., at p. 475.)

The Court of Errors and Appeals refused to determine the question whether the words "any corporation" included foreign corporations, but added "they probably do not include every foreign corporation or every domestic corporation." (Stewart v. Lehigh Valley R. R. Co., 38 N. J. Law, at p. 514.)

The trend of the decisions in New Jersey would seem to be to deny to foreign corporations the right to take over and exercise franchises of domestic corporations.

258. Chancellor may summarily investigate complaints touching elections. May restrain persons from exercising offices pending investigation. Any person who may be aggrieved by or complain of any election for directors, or any proceeding, act or matter in or touching the same, may make application by petition to the chancellor, who, after requiring reasonable notice to be given to the adverse party or to those who are to be affected thereby, shall proceed forthwith and in a summary way to hear the affidavits, proofs and allegations of the parties, or otherwise. inquire into the matter or causes of complaint, and thereupon establish the election so complained of, or order a new election, or make such order and give such relief in the premises as right and justice may require.

Pending the hearing and determination of any application to investigate an election of directors the chancellor may by order restrain the persons claiming to have been elected to the office of

director from exercising any of the functions and duties of the § 259

office.

(Supplement of March 24, 1899. P. L. 1899, p. 563.)

This act confers upon the Chancellor jurisdiction over corporate elections concurrent with that of the Supreme Court. The Chancellor is enabled, however, to give more prompt relief than the Supreme Court, as he may at the outset of the proceedings restrain the persons claiming to be elected as officers from exercising their office during the pendency of the proceedings. Under the law as it stood before this act was passed, the Chancellor always refused to take jurisdiction of cases affecting corporate elections unless there was some element of fraud, breach of trust, or breach of agreement, or other specific ground for equitable relief. (See Johnson v. Jones, 23 N. J. Eq., 216, 226; Mechanics' Nat. Bank v. Burnet Mfg. Co. 32 N. J. Eq., 236, 239; Kean v. Union Water Co., 52 N. J. Eq., 813.)

259. Errors and omissions in certificate of incorporation cured by amendment.-Whenever in the certificate of incorporation or organization of any corporation organized under any general act of the legislature of this state, there shall be any error or omission in the recital of the act under which said corporation is created, or in the omission of any other matter which is required to be stated in said certificate, it shall and may be lawful for said corporation to correct such error in the manner following: The board of directors of such corporation shall pass a resolution declaring that such error exists and that said corporation desires. to correct the same, and shall call a meeting of the stockholders of said corporation to take action upon such resolution; the meeting of said stockholders shall be held upon such notice as the by-laws provide, and in the absence of such provision, then upon ten days' notice given personally or by mail; if two-thirds in interest of all the stockholders shall vote in favor of the correction of such error or omission, a certificate of such action shall be made and signed by the president and secretary under the corporate seal; which said certificate shall be acknowledged or proved as in the case of deeds of real estate, and such certificate, together with the written assent, in person or by proxy, of twothirds in interest of all the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing thereof, the certificate of incorporation or of organization shall be deemed to be corrected and amended accordingly, and the filing.

§ 260-1 of said certificate in conformity with this act shall have the same force and effect as if said certificate of incorporation or organization had been originally drafted in conformity with the amendment so made.

(Supplement of March 21, 1899. P. L. 1899, p. 174.)

This act is not of great importance. It is said to have been passed in the interest of a water company. The company was organized under the Water Companies Act of 1876. The certificate of incorporation recited that it was incorporated under the provisions of “‘An Act for the construction, maintenance and operation of waterworks for the purpose of supplying cities, towns and villages of this state with water,' approved April 21st, 1875," whereas said act was as a matter of fact approved April 21st, 1876. The error was not discovered until long after the certificate had been recorded and filed, and as a matter of precaution the directors of the company are said to have procured the passage of the above act and immediately filed an amended certificate of incorporation correcting the error. Sections 27 and 28 fully cover cases of correction of errors.

260. Shares of stock may be taken and sold on execution.— Any share or interest in any bank, insurance company or other joint stock company, that is or may be incorporated under the authority of this state, or incorporated or established under the authority of the United States, belonging to the defendant in execution, may be taken and sold by virtue of such execution, in the same manner as go ds and chattels.

("An act respecting any execution." G. S., p. 1415, § 4.)

The shares are not bound by delivery of the fi. fa. to the sheriff against the owner, but may be transferred before an actual levy. (Princeton Bank v. Crozer, 22 N. J. Law, 383; Rogers v. Stevens, 8 N. J. Eq., 167; Voorhis v. Terhune, 50 N. J. Law, 147 )

261. Officer having custody of books to give certificate to sheriff. The clerk, cashier, or other officer of such company, who has at the time the custody of the books of the company, shall upon exhibiting to him the writ of execution, give to the officer having such writ a certificate of the number of shares or amount of the interest held by the defendant in such company; and if he shall neglect or refuse so to do, or if he shall willfully give a false certificate thereof, he shall be liable to the plaintiff for double the amount of all damages occasioned by such neglect or

false certificate, to be recovered in an action on the case against § 262

him.

(Id., § 5.)

262. Proceedings when such officer is a non-resident. Notice of levy.-When the clerk, cashier, or other officer of any joint stock company that is or hereafter may be incorporated under the authority of this state, who has the custody of the books of registry of the stock thereof, shall be non-resident in this state, it shall be the duty of the sheriff or other officer, receiving a writ of execution issued out of any court of this state against the goods and chattels of a defendant in execution holding stock in such company, to send by mail a notice in writing, directed to such non-resident clerk, cashier or other officer, at the post-office nearest his reputed place of residence, stating in such notice that he, the said sheriff or other officer, holds such writ of execution, and out of what court, at whose suit, for what amount, and against whose goods and chattels such writ has been issued, and that by virtue of said writ, he, the said sheriff or other officer, seizes and levies upon all the shares of the stock of such company held by the defendant in execution on the day of the date of such written notice; and it shall also be the duty of such sheriff or other officer, on the day of mailing such notice, as aforesaid, to affix and set up upon any office or place of business of such company, within his county, a like notice in writing, and on the same day to serve like notice in writing upon the president and directors of said company, or upon such of them as reside in his county, either personally or by leaving the same at their respective places of abode; and the sending, setting up and serving of such notices in the manner aforesaid, shall constitute such levy taken, a valid levy of such writ upon all shares of stock in such company, held by the defendant in execution, which have not at the time of the receipt of such notice by the said clerk, cashier or other officer, who has custody of the books of registry of the stocks thereof, been actually transferred by the defendant; and thereafter any transfer or sale of such shares by the defendant in

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