161. Governor, with advice of attorney-general, may renew §161-162 void charters.

If the charter of any corporation heretofore or hereafter created, shall become inoperative or void by proclamation of the governor, or by operation of law, for non-payment of taxes, the governor, by and with the advice of the attorney-general, may, at any time within two years thereafter, or after the default in the payment of such taxes, upon payment by said corporation to the secretary of state of such sum in lieu of taxes and penalties as to them may seem reasonable, but in no case to be less than the fees required as upon the filing of the original certificate of incorporation, permit such corporation to be reinstated and entitled to all its franchises and privileges, and upon such payment as aforesaid the secretary of state shall issue his certificate entitling such corporation to continue its said business and its said franchises.

Nothing herein contained shall relieve said corporation from penalty of forfeiture of franchises in case of failure to pay future taxes imposed as in said act provided.

(Supplement of March 25, 1898; P. L., p. 182.)

162. Proceedings for readjustment of excessive or unjust

assessment.

The officers of any corporation who shall consider the tax levied under the provisions of an act to which this act is a further supplement, excessive or otherwise unjust, may make application to the state board of assessors for a review of the assessment and a readjustment of the tax; provided, there be filed with the said board within three months from the date of assessment a petition of appeal, duly verified according to law, stating specifically the grounds upon which the appeal is taken and the reasons why the tax is considered excessive or unjust; the state board of assessors shall thereupon proceed to investigate the contentions raised by the said petition of appeal; and for the purpose of such hearing, the officers of said corporation may be summoned to appear before said board, either in person or by attorney, and questioned as to the statements set forth in the said petition of appeal; if, in the opinion of a

§ 163-164 majority of the board, it shall appear that the tax so levied as aforesaid is excessive or unjust, they shall thereupon require the officers of the corporation to file with the board a corrected return, and upon said corrected return the assessment shall be adjusted and the tax reduced or amended as in the opinion of the board shall seem proper.

(§ 1 of Supplement of April 8, 1897; P. L., p. 178.)

In People's Investment Co. v. Assessors, 48 Atl. Rep., 579, the Supreme Court held that the method of review prescribed by this act was not exclusive; that certiorari would still lie.

163. Right of appeal waived after three months.

If the petition of appeal shall not be filed within three months from the date of assessment as aforesaid, the right to appeal to the state board shall be considered and treated as having been waived and the amount of tax levied shall be payable and collected as other taxes levied by said board.

(§ 2 of Supplement of April 8, 1897; P. L. 1897, p. 178.)

164. Taxes illegally assessed to be refunded.

When any corporation upon which taxes have been or shall be levied under the provisions of the act to which this is a supplement shall afterwards be found by the state board of assessors to be not liable under the said act for such tax, it shall be the duty of the said board to report and certify to the comptroller of the treasury the fact that such corporation has been found to be exempt from the tax imposed by the said act, and to cancel and declare null and void any taxes which may have been or shall be imposed upon such exempted corporation, and if any corporation has paid or shall pay the tax so improperly levied, the comptroller of the treasury shall be and is hereby authorized upon receipt of such certificate to draw his warrant upon the state treasurer in favor of the proper officer of such corporation for any and all of such taxes which have been or shall be paid into the state treasury.

(Supplement of March 1, 1888; P. L., p. 118.)

"We understand this supplement to be applicable to cases in which this court, on certiorari, adjudges the tax imposed to be unlawful in

whole or in part, and to enable the court in such cases, by proper proceedings against the state board of assessors and the financial officers of the state, to compel the restoration of the unlawful tax paid. Thus the court can administer complete justice between the state and the corporation, without restraining the collection of the tax." (Singer Sewing Machine Co. v. Assessors, 54 N. J. Law, 90.)

165. Erroneous assessments; court may fix amount.

That no tax, assessment or water rate, imposed or levied in this state, shall be set aside or reversed in any court of law or equity in any action, suit or proceeding for any irregularity or defect in form, or illegality in assessing, laying or levying any such tax, assessment or rate, or in the proceeding for collecting the same, if the person against whom, or the property upon which such tax, assessment or rate is assessed or laid is, in fact, liable to taxation, or assessment or imposition of such water rate, in respect of the purposes for which such tax, assessment or rate is levied, assessed or laid; and the court in which any action, suit or proceeding is or shall be pending to review any such tax, assessment or water rate is required to amend all irregularities, or errors, or defects, and is empowered, if need be, to ascertain and determine for what sum such person or property was legally liable to taxation, or assessment, or water rate, and by order or decree to fix the amount thereof; and the sum so fixed shall be the amount of tax, assessment or water rate for which such person or property shall be liable, and the same shall be and remain a first lien or charge upon the property and persons, and collectible in the manner provided by law, the same as if such tax, assessment or water rate had been legally levied, assessed or imposed in the first instance by the city, town, township, commission, board or other authority attempting to make, impose or levy the same; it shall be the duty of the court to make a proper levy, imposition or assessment in all cases in which there may lawfully be an assessment, imposition or levy; and such court is hereby given full and ample authority to make a lawful levy, assessment or imposition.

(Act of March 23, 1881; Gen. Stat. § 3404.)

165

For additional forms and precedents see DILL ON NEW JERSEY CORPORATIONS (Baker, Voorhis & Co., N. Y., 1902).

FORMS AND PRECEDENTS.

BEFORE ORGANIZATION.

Form 1.

SUBSCRIPTION AGREEMENT BEFORE ORGANIZATION. WHEREAS the organization is contemplated of a corporation under an act of the Legislature of the State of New Jersey, entitled “An Act Concerning Corporations (Revision of 1896)," to be known as the

or by such other name as may be selected, with a

capital stock of not less than $

for the purpose of

and it is desired by the undersigned to become a shareholder in the said corporation:

NOW, THEREFORE,

hereby promise and agree to and with [insert name of promoter or person organizing the corporation], of promises of the said said

in consideration of the hereinafter stated, that he will pay to the

or to any person or corporation to whom he may assign

this agreement, on demand, the sum of subscription price of

dollars, being the shares of the capital stock of the said corporation, or such part thereof as may be called for. The stock thus paid for to be delivered at the earliest possible moment after the organization of the company, and meanwhile proper receipts or scrip to be issued to the undersigned.

This agreement is conditioned upon the procuring by the said of other bona fide subscriptions, to the capital stock of the

said corporation, aggregating in all not less than $

The said

on his part, in consideration of the foregoing, promises to use his best endeavors to obtain such amount of subscriptions, and his best efforts to perfect the organization of the said corporation. Witness our hands and seals this

day of

, 19.

Form 2.

SHORT FORM OF OPTION.

The undersigned hereby agree in consideration of one dollar and other good and valuable considerations to sell to

or