§ 119-31

119. Corporations may extend corporate existence.

Any corporation, created by special charter, or under a general law, for any objects which are allowed by this act, may extend its corporate existence in the manner prescribed in the twenty-seventh section of this act; provided, that if such corporation possesses franchises, powers, privileges, immunities or advantages which could not be obtained under this act, such extension shall not continue, renew or extend such franchises, powers, privileges, immunities or advantages, but the filing of the certificate of extension shall operate as a waiver and abandonment of such franchises, powers, privileges and advantages. (Supplement of Feb. 2, 1897, P. L., p. 11.)

Supplemental and miscellaneous Acts.

130.* Certain words not to be part of name of corporation. I. No corporation shall hereafter be organized under the provisions of "An act concerning corporations" (Revision of 1896), approved April twenty-first, one thousand eight hundred and ninety-six, or any amendment thereof or supplement thereto, with the words "insurance" or "safe deposit" or "trust company" or "bank" as a part of its name, and no certificate of incorporation shall be hereafter received for filing or record or be filed or recorded in any office in this state for the purpose of effectuating its incorporation.

2. No corporation heretofore organized or doing business under the aforesaid act shall, by change or amendment of its name, use the words "insurance" or "safe deposit" or "trust company" or "bank" or any of them as part of its name, and no certificate of change or amendment shall be hereafter received for filing or record or be filed or recorded in any office in this state for the purpose of effectuating such change.

3. Nothing herein contained shall, however, be construed to apply to or affect the name of any corporation whose certificate of incorporation has heretofore been filed with the secretary of this state.

(Supplement of April 23, 1897; P. L., p. 274.)

See also P. L. 1899, p. 431, §1; p. 450, §1; p. 468, §I.

131. Liabilities created by statutes of other states not to be enforced in this state.

*From this point the section numbers are entirely arbitrary, being used merely for convenience of referenc

To face p. 118, Dill on New Jersey Corporations, 3d cloth and 4th paper edition. Act of 1902.

EXTENSION, RENEWAL AND CONTINUANCE OF THE EXISTENCE OF CORPORATIONS.

1. The corporate existence of any corporation heretofore or hereafter created under or by virtue of any law of this state or of the successor of any such corporation may be extended, renewed and continued in the manner following: a meeting of the stockholders shall be called by a notice stating the object of the meeting signed by the holders of at least one-third in value of the outstanding capital stock of the company, which notice must be given personally or by mail to each stockholder at least ten days before the day of said meeting; if two-thirds in interest of each class of stockholders having voting powers shall vote in favor of such extension, renewal and continuation of corporate existence, a certificate thereof shall be signed by the presiding officer and secretary of said meeting, 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 two-thirds in interest of each class of such stockholders, shall be filed in the office of the secretary of state, and the certificate of the secretary of state that such certificate and assent has been filed in his office shall be taken and accepted as evidence of the extension, renewal and continuation of its corporate existence in all courts and places.

2. Upon making and filing such certificate and paying the fees now imposed or hereafter to be imposed upon corporations for certificates of incorporation, the period of existence of such corporation shall be extended as declared in such certificate; but the extension shall not be held to invest such corporation with any exclusive privileges, or exempt it from the operation of any general laws hereafter passed relating to the same class of corporations, or prevent the legislature from making applicable thereto any general law now in force relating to such class.

3. 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 cr 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 beyond the time originally fixed for its expiration.

4 Nothing herein contained shall be construed as continuing in force and operation any special provision relating to taxation, or exemption therefrom, in the charter of any corporation whose corporate existence may have been or hereafter shall be extended, renewed and continued in conformity with the terms of this act; but each corporation whose corporate existence may have been or shall be extended, renewed and continued as authorized hereby shall be assessed for taxes in accordance with the provisions of the general law of this state relating to the taxation of corporations.

5. No corporation shall have the right to proceed under the provisions of this act unless it shall file with the certificate and written assent provided for in section one hereof an affidavit of the presiding officer and secretary of said meeting that it is at the time either actually engaged in, or has provided for, the conduct of the business for which it was incorporated; and in all cases where the charter of a corporation has expired by limitation of time within two years next preceding the date when this act becomes a law said corporation shall have the right to proceed under the provisions of this act, and upon complying with the conditions set forth in this act the existence of such corporation shall be renewed, extended and continued as declared in said certificate with the same effect and force as if the certificate, written assent and affidavit provided for herein had been filed prior to the expiration of such charter period.

6. The provisions of this act shall not apply to any turnpike or plank road company created under and by virtue of any special law of this state.

7. This act shall take effect immediately.

(Chap. 184, Laws of 1902, approved April 9, 1902.

This act is not of great importance. It is obviously intended to give relief to some particular corporation whose period of existence has already expired. The constitutionality of the act is questionable. See as to the rights of the stockholders of a corporation whose period of existence, as expressed in its charter, has expired, Mason v. Pewabic Mining Co., 133 U. S., 50.

No action or proceeding shall be maintained in any § 131 court of this state against any stockholder, officer or director of any domestic corporation for the purpose of enforcing any statutory personal liability of such stockholder, officer or director for or upon any debt, default or obligation of such corporation, whether such statutory personal liability be deemed penal or contractual, if such statutory personal liabiltiy be created by or arise from the statutes or laws of any other state or foreign country.

2. No action or proceeding shall be maintained in any court of law of this state against any stockholder, officer or director of any domestic or foreign corporation, by or on behalf of any creditor of such corporation to enforce any statutory personal liability of such stockholder, officer or director for or upon any debt, default or obligation of such corporation, whether such statutory personal liability be deemed penal or contractual, if such statutory personal liability be created by or arise from the statutes or laws of any other state or foreign country, and no pending or future action or proceeding to enforce any such statutory personal liability shall be maintained in any court of this state other than in a nature of an equitable accounting for the proportionate benefit of all parties interested, to which such corporation and its legal representatives, if any, and all of its creditors and all of its stockholders shall be necessary parties.

(Supplement of March 30, 1897; P. L., p. 124.)

Chief Justice Magie, at circuit, on September 29, 1898, in the case of Western National Bank v. Skillman (see 21 N. J. L. J., p. 375), refused where this act was set up in defense to nonsuit an action to enforce a liability under the Kansas statutes incurred prior to the passage of the act, holding that the act was in violation of the provision of the New Jersey constitution that the legislature shall not pass any law impairing the obligation of contracts, or depriving a party of any remedy for enforcing a contract which existed when the contract was made."

This act was also declared to be unconstitutional by Judge Gray in the case of Western National Bank v. Reckless, 96 Fed. Rep., 70.

See also the cases of Hancock National Bank v. Farnum, 176 U. S., 640, and Whitman v. National Bank of Oxford, 176 U. S., 559.

As to penal liability, the Supreme Court, in 1858, held that an action brought by a creditor of a New York manufacturing company against a resident of New Jersey to recover on a liability incurred under a statute

132-34 of New York making directors personally liable for corporate debts for 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.)

132. Certain corporations required to pay employees 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 employees in lawful money of the United States at least every two weeks. The act makes invalid any agreement between the employer and employee 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.

133. 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 assigment 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.)

134. 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 omis