The Manchester journal. [volume] (Manchester, Vt.) 1861-current, 1919-04-24


having a capital sssck and nnahis ~ naeei
81 liabilities then matnrtd may, sub
jees 20 The rights ei creditors. w scls,
lease ~ exchange als rs assets, Hleicd.
inc IL tranchnes. by the vote. 81 Hsesi
ing called upon twenty days notice sof
sssch purpose, 81 the holders al . ma.
5orsty 81 the stock Represented AZ sDch
meeting and entitled to vote A cor
poraison 10 which any s9ch sale, lease
o. exchange has been made, IN add.
ton 70 the general powers cf such cor
porAi,on, shall possess and enjoy all the
rights, privileges. powers. franchises,
ifnfnunliies, exemptions and dement's OF
the original corporation and may esef-
else the ssrse IN this state. except thar
the purchasing corporation shall NO; cx'
ercisc " this state any such rights NOT
granted by this state and not properly
excrcisahlc under i,s laws, and all prop.
eriy, rights. privileges, powers, fran.
cbises. imnunsiics, exemptions and
benefits, claims and demands, and all and
every other RICH, and intcres, OF the
Original corporation shall belong there
after as effeciuaIly TO the corporation to
which such sale, lease or exchange was
made, as they did 10 the original cor
poration; and the title TO any real
estate, whether BY deed or otherwise,
under the laws OF this state vested IN
the original corporation, shall not re-
vert or be In any way impaired by
reason thereof. and all rights OF
creditors and liens upon the property OF
said original corporation shall be pre-
served unimpaired: and all debts, liza
bilitics and duties of said original cor
poration shall thenccforth attach to said
purchasing corporation and may be en-
forced against II 10 the same extent as
II such obligations and liabilities had
been incurred or contracted by Il: and
the court OF chancery and courts OF law
shall have concurrent jurisdiction OF
rights OF action arising by reason OF
debts, liabilities or duties OF the orig
inal corporation and rights OF action
arising under a sale lease or exchange
made under the laws Of this state. The
contract OF sale or exchange, or the in
strument OF conveyance or lease, or a
duplicate original thereof, or copy
duly certified by the clerk, secretary or
other like officer OF the purchasing cor
poraiion, shall be filed in the Office OF
the secretary OF state Of this state, and
such contract or other instrument or a
duplicate original thereof shall, If the
same affects title TO real estate II, this
state, be recorded in the Office where by
law deed Of such real estate is required
to be recorded. The making and per-
fecting Of such contract Of sale or ex-
change, or other instrument shall not
be effective until the same is filed in the
Office OF the secretary OF state as herein
provided; and in the case of an organiz-
ing corporation not until il has filed the
affidavit of proposed issue OF capital
stock.
Sec. 2. Section 1898 of the General
Laws Is hereby amended so as to read
as follows:
Sec. 4o,e. A stakeholder in cor
poration which has amended its articles
Of association by changing its purposes,
or a stakeholder in corporation not
in default on any Of its obligations
then matured, which has voted to sell,
lease or exchange all its assets, under
the provisions Of section four thou-
sand nine hundred and twenty-six, and
who at the meeting of stockholders voted
against such amendment, or against
such sale, lease or exchange, or was
not present or represented at such meet
ing may make demand in writing upon
the corporation for payment for his
stock within thirty days after the
amendment, sale, lease or exchange Is
made. II the amendment, sale, lease or
exchange is completed by fling with
the secretary OF state the documents
required by section four thousand nine
hundred and twenty-six and II at that
time the corporation and the stock
holder have not agreed upon the value
of the stock at the date of such amend
ment, or of such sale, lease or exchange,
such value shall be ascertained by three
disintcrested persons, one Of whom shall
be named by the stakeholder, another
by the corporation, and the third by the
two thus chosen. The finding of the
appraisers shall be final, and il their
award, or the agreed valuation is not
paid by the corporation within thirty
DAYS after il is made, It may be recov-
cred by the stakeholder from the cor
poration in an action of contract, on this
statute. Upon the payment by the cor
poration to the stakeholder of the agreed
or awarded price Of his stock, the stock.
holder shall forthwith transfer and
assign the stock certificate held by him
at the request of the corporation and
In accordance Herewith
Sec. !. This act is h1Rby declared
to be part Of chapter 2Dof the Cen
eral Laws.
Sec. 4. This act shdd take effect
from its passage.
Approved April 8, 1919.