The Jersey City news. (Jersey City [N.J.]) 1889-1906, 1891-05-13
CPAPTER XLyL

4 Supplement- TO an act emitted IAN act
concerning corporations" LRevisionI,
approved April seventh, one thousand
eight hundred and seveufy-dve.
L Be ii enacted by the Senate and
General Assembly of the State of New
jersey, That when any corporation
created by the act to which this IS a sup
pIement shall have or has by the terms of
its certificate of organization limited or
res rricJed the free sale or transfer OF its
stock. by requiring such company at a
corporate meeting 70 fix upon the value
of sue h stock, and By giving, in any man
mer, 5 uch company or It's board of dtrec-
tors a presumption upon or right TO pur-
CHASE such stock before the transfer
thereof by the owner TO a third person, or
by requiring any empioye who shall be a
stoeknolder thereof TO hold mis- stock sub-
ice. to such p~re-emptive right in said COM
pany, or TO sell the same to said company
upon his or her ceasing to be a stock
holder therein, such corporation shall
AVE the power By a two-thirds vote Of its
board OF directors at a regular or special
meeting called for that purpose, 10
change, alter or repeal any or all of such
restrictions or limitations, and auy or all
provisions inserted in said certificate Of
organization for the purpose Of securing
the same; provided, all the stockholders
of such company shall surrender their
stock issued under the original certificate
and shall accept IL lieu thereof new stock
to be issued in pursuance of such resoiu-
ton; and II any stockholdeF shall refuse
to convert his stock as aforesaid within
thirty days after written notice Co hlm
or her Of the adoption OF such reselat ion,
the said corporation may epply by petit
ton to the court Of common pleas of the
county in this State where the chief Office
of said company may be kept, or to a
judge of said court in vacation, il no
court Is sitting. on two days nOtice 10
such dissenting stakeholder, to appoint
three disinterested persons to estimate
the damage, IL ans, to such dissenting
stakeholder by said resolution. whose
award, or that OF a majority OF them,
snail be dual and coaciusive, and tue
persons so appointed shall also appraise
said stock Of such dissenting stock
holder ut the full market value
thereof, without regard to any deprecia-
ton or appreciation in consequence Of III
said change; and the said company Q
payment or tender to said stockholder :
the value OF his said stock and u
amount, if any. of the damage SO a
aforesaid ascertained, shall be entitled t.
a transfer of such stock aud TO enforce
the anne by an action for specific per-
Torrance; and upon the transfer thereof,
such shock shall be held or disposed OF by
the company at the discretion OF the
directors; and provided, said corporation
cause 10 be made, ecorced u flied. a
certificate in writing VIII ich shall set
forth
l. The clauses or provisions in its origi-
nal eertificats Of organization which are
proposed TO be alt erred, amended or re-
peaied;
IL The disposition to be made Of such
provisions, whether BY alteration, amend
ment or repeal; and If altered or amended,
the language OF such provision after such
alteration or amendment shall be
made:
Which certificate shah be signed by a
majority of the board OF directors OF such
corporation, the corporate seal shall be
thereto affixed, and attached thereto
shall be an affidavit of the secretary or
treasurer Of said company. hat all OF the
took has been surrendered either volnn-
tarily OF inv0luntariiy. as hereinabove
provided for; and the said certificate hav-
ing been first recorded in the Office of
the county CLERK where the original GER
tifcate of organization is recorded, shall
be fled in the oflee Of the secretary Of
state.
2 And be il enacted, That upon the
ding Of such amended certificate in the