Imagens da página
PDF
ePub

stockholders may be legally modified, and how provision may be made for such contingencies without injurious effect upon the permanency and fixedness of corporate securities.

The question is thoroughly dealt with in the important case of Berger v. United States Steel Corporation (53 Atl. Rep., 68).

Following, in point of time, that important decision of the English Courts, Allen v. Gold Reefs of West Africa (1 Ch. 656), which established the doctrine that Articles of Association may be altered by Special Resolutions to the prejudice of an individual or a class, the opinion of the Court of Errors and Appeals of New Jersey in the Berger case is a valuable and vigorous commentary on the history of the law of New Jersey corporations, interesting not alone to the student of New Jersey jurisprudence, but to corporation lawyers generally.

The Purpose of this Pamphlet.-It is neither practicable nor within the scope of this pamphlet edition to attempt to cover in extenso either the Case or Statutory Law relating to business companies under the laws of New Jersey.

The department of Corporation Precedents, which the author believes to be most important and instructive, the limited extent of this pamphlet permits only to be outlined.

The purpose of this publication is to afford a hand-book, in compact form, useful to those interested in the preliminary questions involved in the organization and maintenance of business companies under the laws of New Jersey.

The Case Law, the Statutory Law and the Corporation Precedents, the latter as practical demonstrations of corporate propositions, are all more fully dealt with in the author's treatise on “New Jersey Corporations."

JAMES B. DILL. EAST ORANGE, NEW JERSEY,

January, 1903

[merged small][merged small][merged small][merged small][merged small][ocr errors][merged small][merged small][ocr errors][merged small][merged small][merged small]

2.

1.-Powers.

1. Powers of corporation in general; to have succession; to sue, etc.;

common seal; hold real estate; also realty taken for debt; to mort-
gage it, together with its franchises; appoint agents; make by-

laws; wind up and dissolve.

Powers additional.
3. Banking powers prohibited.
4. Charters subject to repeal.
5. This act may be amended or repealed.

II.-Formation; Constitution, Alteration, Dissolution.
6. Purposes for which corporations may be formed.
7. Any corporation of this state may conduct business in other states.
8. Certificate of incorporation and matters to be contained therein.

9. Authentication and record of certificate; copy evidence.
10. Corporate existence begins on filing certificate.

Power to make and alter by-laws.
12. Business of corporation to be managed by directors; how chosen;

residence; classification; executive committee.

13. Officers; powers of; de facto; contract signed by; duties of secretary.

14. Other officers, agents and factors.

15. Filling of vacancies among officers and directors.

16. First meeting of corporation.

17. Absent stockholders may vote by proxy; voting; quorum.

18 Stock; two or more classes may be created. Founders' shares.

II.

and name of agent.

44. Stockholders' meetings must be held at registered office in New

* See footnote, p. VII.

63. Directors must call meeting of stockholders when corporation

becomes insolvent.

64. Conveyance or assignment of property, etc., after insolvency, or

in contemplation of insolvency, void as against creditors.
65. Remedy in chancery by injunction and appointment of receiver in

case of insolvency; nature of proceeding; effect; receivers of for-
eign corporations.

* For convenience of reference, certain supplementary acts have been given
arbitrary section numbers and inserted at appropriate places in the body of the
“ Act Concerning Corporations." These sections are Nos. 18a, 26a, 28a, 35a, 42a, 43a,
49a, 87a, 95a, rooa and 108a. Arbitrary section numbers have in like manner been
given to certain miscellaneous acts ($$ 130, 140, etc.).

* See footnote, p. VII,

« AnteriorContinuar »