Gloucester County Democrat. (Woodbury, N.J.) 1878-1932, 1881-05-05
TBY AUTHoRITY.l
Laws of New Jersey.
UHAPTEK- CLAAVIII.


porate franchises and other property.
l. Be it enacted by the Senate and General
Assembly of the State of New Jersey, That il
shall be lawful for any railroad company OF
corporation, organized under the laws of this
state, to merge and consolidate their capital
stock, franchises and property with those Of any
railroad company or companies OF this or any
adjoining state, whenever the said railroads 50
to be consolidated shall or may form continu-
Gus line of railroad.
Q. And be it enacted, That said consolida-
ton shall be made under the conditions, pro-
visions, restrictions, and with the powers here
after in this act mentioned and contained; that
iH to say:
L The directors of the several corporations
proposing to on-olidate may enter into joint
agreement, under the corporate seal of the
Company, for the consolidation of said COM
panies and railroads, and prescribing the terms
and conditions thereof, the mode of carrying
the same into effect, the name of the new cor
poration, the number and names of the direc-
tors and other officers thereof, and who shall
be the first directors and officers, and theiI
places of residence; the number of shares of the
capital stock, the amount or par value OF each
share, and the manner of converting the capital
stock of each of the said companies into the
new corporation, and how and when directors
and-oficers shall be chosen, with such other
details as they shall deem necessary to perfect
said companies or railroads;
II. Said agreement shall be submitted to the
stockholders of each of said companies or cor
porarions, at meeting thereof called separ-
ately for the purpose of taking the same into
consideration; due notice of the time and
place of holding such meeting and the object
thereof and delivered to such persons respect
vely or sent to them by mail when their post
Office address is known to the company; and
also by general notice published in some
newspaper in the city, town or county where
such company has its principal Office or place
of business; and at said meeting of stockhold-
ers the agreement of the said directors shall be
considered, and a vote by ballot taken by each
company separately for the adoption or relec
tion of the same, each share emitting the hold
er thereof to one vote; and said ballots shall
be cast in person or by proxy, and if o-thirds
of all the votes Of all stockholders voting separ-
ately shall be for adoption of said agreement,
then that fact shall be certified thereon by the
secretary of the respective companies, under
the seal thereof and the agreement so adopted
or a certified copy thereof shall be filed in the
Office Of the secretary of state, and shall from
thence be deemed and taken to be the agree
ment and act of consolidation of the said com
panies; and copy of said agreement and act
Of consolidation, duly certified by the secretary
Of state, under the seal thereof shall be evi-
dence of the existence of said new corporation.
and perfecting the agreement and act of consol-
idation as provided in the preceding section,
and filing the same or copy with the secre-
tary of state as aforesaid, the several corpora
tions parties thereto shall be deemed and taken
to be one corporation by the name provided in
said agreement and act, possessing within this
state all rights, privileges and franchises and
subject to all the restrictions, disabilities and
duties of each Of such corporations SO consoli-
dated.
l. And be it enacted, That upon tho eonsum
nation Of said act of consolidation as afore-
said, all and singular the rights, privileges and
franchises Of each of said corporations, parties
to the same, and all property, real, personal
and mixed, and all debts, due on whatever ac-
count, as well as of stock subscriptions and
other things IN action belonging to each of such
corporations, shall be taken and deemed to be
tFanferTed to and vested in suchnew corporation.
without further act or deed and all property.
all rights of way, and all and every other inter
set shall be as effectually the property of the
new corporation as they were of the former
corporations, parties by said agreement; and
the title to real estate, either by deed or other
wise under the laws of this state, vested in
either of such corporations, shall not be
deemed to revert, or be in any way impaired by
reason of this act; provided, however. that all
rights of creditors and all liens upon the prop
erty of either of said corporations shall be pre-
served unimpaiIed and the respective corpora
tiOns may be deemed to continue in existence
to preserve the same; and all debts, liabilities
and duties of either of said companies shall
thenceforth attach to said new corporation and
be enforced against it to the same extent as if
said debts liabilities and duties had been in
CURED or contracted by it.
5. And be it enacted, That such new CON-
pany shall, as soon as convenient, after such
consolidation, establish such Offices as NAV be
desirable, one of which shall be at some point
in this state, on the line of its road, and may
change the same at pleasure, giving public no
tice thereof IN some newspaper published on
the line of said road.
6. And be it enacted, That suits may be
brought and maintained against such new
company in any of the courts of this state, in
the same manner as against other railroad
companies therein.
7. And be it enacted, That that portion of the
road of such consolidated company in this state,
and all its real estate and other property, shall
be subject to like taxation, and assessed in
the same manner and with like effect as proper
ty Of other railroad companies within this state;
but this act shall not be construed to affect the
liability of any railroad corporation to pay the
taxes now imposed on It by law.
s. And be it enacted, That any stockhOlder
of any company hereby authorized to consoli-
date with any other, who shall refuse to con-
vert bis stock into the stock of the consolidated
company may, at any time within thirty days
after the adoption Of the said agreement Of
consolidation BY the stockholders as in this act
provided, apply, by petition to the court of
common pleas of the county In which the chief
Office of said company may be kept, or to a
judge Of said court in vacation, if no such court
sits within said period on reasonable notice to
said company to appoint three disinterested
persons to estimate the damage, if any, done to
such stakeholder by said proposed consolida-
ton, and whose award, or that of majority Of
them, when confirmed By the said court shall
be final and conclusive, and the person so ap-
pointed shall also appraise said stock of such
stockholder at the full market value thereof,
without regard TO any depreciation or apprecia-
tion in consequence of said consolidation and
the said company NAV, at its election, either
pay to the said stoekholIes the amount of dam
ages so found and awarded, if any, OF the value
of the stock so ascertained and determined, and
upon the payment Of the yalHe of the stock as
aforesaid, the said stockholder shall transfer
the stock go held by him to said company, to
be disposed of by the directors of said COM
pany, or be retained for the benefit of the re-
naming stockholders; and in case the value Of
said stock as aforesaid Is not 80 paid within
thirty days from the filing of the said award
and confirmation by said court and notice to
said company, the damages SO found and con-
frmed shall be q judgment against said conf
pany, and collected as other judgments in said
courts are, by law, recoverable.
Q. And be it enacted, That in all cases of
merger or consolidation of two or more railroad
companies under and by virtue of the provi-
sions of this act, the said consolidated company
shall have power and authority to issue bonds
with coupons or interest certificates thereto at
tached, to an amount sufficient to cover all the
indebtedness of the companies so merged and
consolidated, and to aid, in the completion and
equipment of said railroad, to secure the pay
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