Orleans County monitor. [volume] (Barton, Vt.) 1872-1953, 1919-04-23

hundred and forty-fo7r. A corporation
having a capital stock and unable 70 meet
rs Liabilities then rrafured may. sub
lect 10 the rights OF creditors. - sell
lease Or exchange ali its assets, II,elud-
lrg It's franchises, BY the vote. at meet
ING sailed upon twenty DAYS notice Tor
such purpose. Of the holders OF a ma
lor1ty OF the StocS represented at such
meeting and entitled 10 vote y cor
porSuOn 70 which any such sale, lease
or exchange has been made, IN add
ton - the general powers Of such cor
poTatRlu. shall possess and enjoy all the
nights, privileges. powers, franchises,
TE1Du7ltieS, exemptions and BENEFITS OF
the original corporation and may cNer-
else the same IN this state, except thar
the purchasing corporation shall not eN-
erciSe Il this state any such rights not
granted BY this state and UoS properly
eNerciS2ble under It's laws, and all prop
erJy, rights, privileges, powers. fran
csu>eS. ITTImunItleS. exemptions and
benefits, claims and demands, and all and
every other right and interest OF the
original corporation shall belong there
after a. efTecEuaIly 70 the corporation 10
which such sale. lease or exchange was
made. as they did 70 the original cor
pOrat1Ou, and the title 70 any real
estate. whether bv deed or otherwise
under the laws OF this state vested IN
the original corporation. shall not re
vert OF 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 uniupaired; and all debts, liza
hlllrles and duties OF said original cor
porauCn shall thenceforth attach 70 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 II; and
the court OF chalcery and courts OF law
shall have concurrent jurisdiction OF
nights OF action arising BY reason Of
debts, Liabilities or duties Of the orig
nal corporation and rights OF action
arising under . sale. lease or exchange
made under tke laws OF this state The
contract OF sale or exchange. or the IN
Strument Of conveyance or lease, Or a
duplicate original thereof, OF d copy
duly certified BY the clerk secretary or
other like officer Of the purchasing cor
por1u0u. shall be filed II the once OF
the secretary OF state Of this state. and
such contract or other instrument or d
duplicate original thereof shall, II the
same affects title 70 real estate II this
state, be recorded in the Office where by
law deed Of such real estate Is required
70 be recorded The making and per
rectIng OF such contract OF sale or eN-
change, OF other instrument shall not
De effective until the same Is fled in the
OEce OF the secretary OF state as herein
provided; and II the case OF an organiz-
ing corporation not until II has fled the
affidavit OF proposed issue OF capital
stock
Sec. 2 Section 4qsS OF the General
Laws Is hereby amended 50 as 70 read
IS follows:
Sec so5S 4 stakeholder in : cor
Poration whrch has amended is articles
OF association by changing rs purposes,
or Z stockhOlder II q corporation not
n defauit On any OF rs obligations
then uarured, which has voted 10 sell,
lease or exchange all rs assets. under
the provisions Of section four thou
sand nine hundred and twenty-six- and
who az the meeting OF stockholders voted
against Such amendment OF against
such sale, lease or exchange. or was
not present or represented az such meet
ing, may make : demand IN writing upon
the corporation for payment for MS
stock within thirty days after the
amendment sale, lease OF exchange Is
made II the amendment. sale. lease or
exchange Is completed by fling with
the secretary OF state the documents
EEGELS1 CE SeCE1Ol IOEE tIGGSz11l ll1lE
hundred and twenty-SIx and II II that
time the corporation and the stock
holder have not agreed upon the value
OF the stock zr the date OF such amend
E--t, OF OF such sale, lease or exchange,
such value shall be asceTtaized by three
dlsIuCereSted persons, one OF whom shall
be named BY the stockhOlder, another
BIZ the corporation, and the third BY the
two tflrs chosen The finding OF the
appraisers shall be final, and If their
award. or the agreed valuation Is not
paid BIZ the corporation within thirty
days after II Is made, II may be recov-
cred By the stakeholder from the cor
porztiCa IN IT action OF contract. On this
statute Upon the payment By the cor
10rzaoa 70 the st0ckl0i6er Of the agreed
o. awarded price OF MS stock. the stock
holder shall forthwith transfer and
assign TIE stock certificate held BY him
II the request OF the corporation and
II accordance herewith
Se- ! This zG Is hereby declared
% Be Z part OF chapter 20 OF the Gen
erz Laws
Sec : This act shall take effect
from rs passage
Approved April 8, 1910