Title 14 — Acts Saved from Repeal

Chapter 2

§ 14:2-2 Additional corporate purposes

There may be incorporated under this Title corporations for the purpose of

(1) Constructing, maintaining and operating railroads or street railways, or

(2) Constructing, maintaining and operating works, systems, conduits, conductors, lines, equipment, and facilities for the carrying on of one or more of the activities separately described in any one of subsections a through g following:

a. Generation, transmission and distribution of electric current for heat, light and power, or

b. Manufacturing, processing, transmission, distribution and supply of gas for heat, light and power, and other purposes, or

c. Furnishing means of disposal of sewage, or

d. Production, transmission, distribution and supplying of steam heat and power or steam power, or

e. Generation, transmission and distribution of water power or of electrical power generated by water power, or

f. Supplying of telegraph or telephone service or telegraph and telephone service, or

g. Transmission, distribution and supplying of water, and

(3) Furnishing such service or the sale of such product for profit to the public within or outside of this State.

Each corporation heretofore incorporated and organized under any of the provisions of Title 48 of the Revised Statutes, or of any other statutes therein revised, shall hereafter be governed by the provisions of Title 14 of the Revised Statutes to the same extent that it would have been governed thereby if it had been incorporated thereunder and it shall be subject to the restrictions and conditions in said title contained but shall have, in addition to the powers and privileges conferred by said Title 14 of the Revised Statutes,

a. All the powers conferred upon it by the provisions of the statute under which it was incorporated and organized, and

b. The power to issue its capital stock without nominal or par value and to change its existing capital stock to stock without nominal or par value as may be provided for in its charter or certificate of incorporation or any amendment thereof in the manner prescribed by the statute hereby supplemented subject, however, to such control by the Public Utility Commission as is provided by law.

Chapter 3

§ 14:3-7 Land improvement companies; ferry rights; sale of franchise for operating ferries; waiver of exemptions by purchaser

That any corporation organized under any law of this state for the purpose of laying out and improving such lands as it is authorized to own or purchase, and having power under its act of incorporation or any supplement thereto, to purchase and enjoy ferry rights, shall have power whenever the directors of such company deem it advisable to separate such ferry rights from the other property and franchises of such company, to sell and transfer its franchise of owning, operating and enjoying a ferry or ferries and all its property, real and personal, connected therewith or appurtenant thereto, to any other corporation organized or to be organized under the laws of this state, authorized by law to transact the business of transporting goods, merchandise or passengers by water, at such price and upon such terms as may be agreed upon by and between the directors of said two corporations, and to receive payment therefor either in money, property or in the capital stock of such purchasing corporation; and after such sale and transfer it shall be lawful for the corporation purchasing such franchise or franchises, and the property connected therewith or appurtenant thereto, to possess and enjoy the same as fully in all respects as the corporation selling the same by its charter or any supplement thereto is authorized to enjoy such rights and franchises; provided, however, that this act shall not apply to any corporation unless such corporation shall first and as a condition precedent to the exercise of any power granted by this act, file in the office of the secretary of state an agreement, to be approved by the governor and attorney general, waiving all rights of exemption from taxation and from privileges and advantage arising from any law or contract, if any there be, establishing any special mode of taxation of any such corporation, and the further agreement to be bound by any general law of this state now in existence or that may hereafter be passed, taxing such corporations as are now authorized to be taxed by the legislature of the state under any general law, and further agreeing that the exercise of any power granted by this act shall not in any way affect the rights of the state, if any there exist, to take the property of such corporation under any existing law of the state, and agreeing further that all laws affecting such corporations shall be subject to alteration or repeal by the legislature.

§ 14:3-10 Prohibited acquisitions of stock of other corporations; inapplicable to public utility corporations; subsidiaries

No corporation of this state engaged in trade or commerce shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of another corporation also engaged in trade or commerce, where the effect of such acquisition may be to substantially lessen competition between the corporation whose stock is so acquired and the corporation making the acquisition, or to restrain such trade or commerce in any section or community, or tend to created a monopoly of any line of trade or commerce.

No such corporation shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of two or more corporations engaged in trade or commerce where the effect of such acquisition, or the use of such stock by the voting or granting of proxies or otherwise may be to substantially lessen competition between such corporations, or any of them, whose stock or other share capital is so acquired, or to restrain trade or commerce in any section or community, or tend to create a monopoly of any line of trade or commerce.

Nothing contained in this section shall apply to corporations subject to the jurisdiction of the board of public utility commissioners under Title 48, Public Utilities, nor to corporations purchasing such stock solely for investment and not using the same by voting or otherwise to bring about, or in attempting to bring about, the substantial lessening of competition, nor to prevent a corporation engaged in trade or commerce from causing the formation of subsidiary corporations for the actual carrying on of their immediate lawful business, or the natural and legitimate branches or extensions thereof, or from owning and holding all or a part of the stock of such subsidiary corporations, when the effect of such formation is not to substantially lessen competition.

This section shall not be held to affect or impair any right legally acquired before March twenty-eighth, one thousand nine hundred and seventeen.

Chapter 7

§ 14:7-5 Residence of directors and officers of corporations organized under special charter

The directors and officers of a corporation incorporated under any special charter need not reside in any designated county or counties of this state. This section shall not apply to mutual fire insurance companies incorporated by special charter.

Chapter 8

§ 14:8-18 Mutual association; creation of capital stock

The members of any incorporated mutual association may provide for and create a capital stock of such corporation, upon the consent in writing of all the members of the corporation, and may provide for the payment of such stock, and fix and prescribe the rights and privileges of the stockholders therein.

L.1937, c. 188.

14:8-22(1). Manufacturing company incorporated by special act; exchange of full-paid capital stock for assessable shares; issuance of preferred and common shares; reissuance of stock; total capital

1. That it shall and may be lawful for any manufacturing company duly incorporated by special act of incorporation of this state, to exchange any portion of its full-paid capital stock, by and with the consent of the holders thereof, for assessable shares, which shall acknowledge the payment in the aggregate of the same amount of money as may be represented by the full-paid shares so surrendered; and the directors of the said company may call from time to time for installments on the said assessable shares until the same shall be fully paid, and the directors of any such company may, with the consent of all the stockholders thereof first had and obtained in writing, issue any portion of its capital stock in preferred shares bearing a fixed rate of dividend not exceeding eight per cent per annum, which shares shall be subjected to redemption and retirement upon such conditions as may be expressed in the certificates of said stock; and the said directors may use the said preferred shares at par, or the proceeds thereof, to provide additional capital or to pay the debts of the said corporation; it shall be lawful for the said directors in their discretion to make an issue of shares of common stock equal in number to the preferred shares so issued, which common stock shall be subject to assessment from time to time by the directors of the said company for the redemption and retirement of the said preferred stock in accordance with the provisions thereof or for the general uses of the said company; provided always, that any stock of any company which may at any time have been retired or surrendered may be reissued at par for money or in payment of debts; and provided further, that at no time shall the total amount of the capital stock outstanding at any one time exceed the amount authorized by law.

L.1892, c. 264, s. 1, p. 413 [C.S. p. 1671, s. 130].

14:8-22(2). Certificate of issue of additional or retirement or reissue of stock to be filed with secretary of state

2. That whenever any additional stock shall be issued, or any stock shall be retired or reissued, a certificate thereof shall be filed in the office of the secretary of state, showing the total amount of stock outstanding at the date of the filing of such certificate.

L.1892, c. 264, s. 2, p. 414 [C.S. p. 1671, s. 131].

14:11-16(1). Corporations organized for educational, library or literary purposes having authority to issue capital stock; change of name; increase of capital stock, procedure

1. Any corporation of this state, organized for educational, library or literary purposes, incorporated under any general or special law of this state authorizing the issue of capital stock by such corporation, may change its name or increase its capital stock in manner following: The board of directors, trustees or managers of such corporation shall pass a resolution declaring that such change of name or increase of capital stock is advisable; a copy of such resolution, certified by the president and secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, together with the written assent of a majority in interest of the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing of the same, the charter or certificate of incorporation of said corporation shall be deemed to be amended accordingly, and the certificate of the secretary of state that such certified copy of the resolution of the board of directors, managers or trustees, and assent of stockholders have been filed in his office, shall be taken and accepted as evidence of such change of name or increase of stock in all courts and places.

L.1904, c. 118, s. 1, p. 244 [C.S. p. 4297, s. 7].

14:11-16(2). Corporations organized for educational, library or literary purposes authorized to issue shares of preferred stock; abrogation and surrender of authority to issue preferred shares; procedure

2. Any corporation of this state organized for educational, library or literary purposes, incorporated under any general or special law of this state, authorizing the issue of capital stock by such corporation, and also authorizing the issue by such corporation of preferred stock or preferred shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, but never having actually issued any such preferred stock or preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, may abrogate and surrender any provision in its charter or certificate of incorporation authorizing the issue of such preferred stock or preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, in manner following: The board of directors, managers or trustees shall pass a resolution declaring that the abrogation or surrender by the corporation of the provision in its charter or certificate of incorporation, authorizing the issue of preferred stock, preference shares or shares of stock entitled to dividend or interest in preference to other shares of the corporation, is advisable; a copy of such resolution, certified by the president and secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, together with the written assent of a majority in interest of the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing of the same, the charter or certificate of incorporation of said corporation shall be deemed to be amended accordingly, and the certificate of the secretary of state that such certified copy of the resolution of the board of directors, managers or trustees, and assent of stockholders have been filed in his office, shall be taken and accepted as evidence of such abrogation and surrender of the provision in the charter or certificate of incorporation of said corporation authorizing the issue of preferred stock, preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation in all courts and places.

Chapter 13

§ 14:13-13 Corporate deeds of record ten years; recitals as to dissolution and power of trustees to convey; presumptive proof

A corporation incorporated under the laws of this state prior to the year one thousand eight hundred and seventy-five shall be presumed to have been dissolved and its directors to have become trustees for the purpose of winding up its affairs, when any deed for the conveyance of any real estate of said corporation shall have been of record in the office of the clerk or register of deeds and mortgages of any county of this state for a period of at least ten years, and which deed recites that the corporate existence of said corporation has been dissolved, and that the persons executing said deed are the trustees of said corporation, having been former directors thereof, and empowered by law to close up its affairs. Any statement therein contained as to who were, at the time of the execution of said deed, the surviving trustees of said corporation, shall be presumptive proof thereof.

Chapter 17

§ 14:17-1 Payment of taxes and charges by directors or trustees

The directors or trustees of any corporation organized and existing under any general or special law of this State are authorized to pay, and to appropriate money to pay, any taxes, charges or fees which have been or may be imposed or assessed against the corporation, or against or on account of its property, business, income, activities or franchises, by any law of the United States or of any territory of the United States, or of this or any other State or any of its political subdivisions, or of the District of Columbia, notwithstanding doubts as to the validity of such law, unless, prior to the payment of any such tax, charge or fee the law imposing the same shall have been expressly held invalid, ineffective, or inoperative, in whole or in part, by the State court having final appellate jurisdiction in the premises or by the Supreme Court of the United States.