Weekly Caledonian. (St. Johnsbury, Vt.) 1919-1920, 1919-04-23

hundred ana fOrty-fOur. n COTpOratiOn
having capital stock and unable 10 meet
lis liabilities then matured may, sub
ject to the rights OF creditors. so sell,
lease or exchange all its assets, irclud-
ing It's franchises. by the vote. AT a meet
ing called upon twenty days notice for
such purpose. OF the holders of Il ma
Jority Of the stock represented at such
meeting and entitled to vote A cor
poration to which any such sale. lease
or exchange has been made, III addi-
ton to the general powers OF such cor
poration, shall possess and enjoy all the
rights, privileges, powers, franchises.
Immunltics, exemptions and benefits OF
the original corporation and may cXer-
else the same in this state. except that
the purchasing corporation shall not eX-
erciSc i'll this state any such rights not
granted by this state and not properly
eXcrcisabe under its laws. and all prop
erty, rights, privileges, powers, fran
chiSeS. immunities, exemptions and
benefits, claims and demands, and all and
every other right and interest of the
original corporation shall belong there
after as effcetually to the corporation to
which such sale, lease or exchange was
made, as they did to the original cor
poration; and the title to any real
estate. whether by decd or otherwise,
under the laws OF this state vested in
the original corporation, shall not re-
vert or he i'll any way impaired by
reason thereof; and all rights of
creditors and liens upon the property of
said original corporation shall be pre-
served unimpared; and all debts, liza
bilities and duties of said original cor
poration shall thenceforth attach to said
purchasing corporation and may be en-
forced against it to the same extent as
if such obligations and liabilities had
been incurred or contracted by it: 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 sale. lease or exchange
made under the laws of this state. The
contract of sale or exchange, or the i'll
strument of conveyance or lease. or a
duplicate original thereof, or a copy
duly certified by the clerk, secretary or
other like officer of the purchasing cor
poration, shall be filed in the office Of
the secretary of state of this state and
duplicate original thereof shall, if the
state, be recorded in the office where by
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 organic
ing corporation not until it has filed the
affidavit of proposed issue of capital
stock
Sec. 2. Section 1888 of the General
Laws is hereby amended so as to read
as follows:
Sec. 1898. A stakeholder in a 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 If the amendment, sale, lease or
exchange is completed by filing with
the secretary of state the documents
required by section four thousand nine
hundred and twenty-six and if at that
time the corporation and the stock
holder have not agreed upon the value
of the stock at the date of such amend
nent, or of such sale, lease or exchange,
such value shall be ascertained by three
disinterested 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 if their
award, or the agreed valuation is not
paid by the corporation within thirty
days after it 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. 3. This act is hereby declared
to be part of chapter 2o of the Gen
eral Laws.
Sec. T. This act shaft take effect
from its passage.
Approved April 8, 1910.