Burlington weekly free press. [volume] (Burlington, Vt.) 1866-1928, 1919-04-23

hundred and forty-four A corporation
having capital stock and unable to meet
its liabilities then matured NAV. sub
ject to the rights of creditors, so sell,
lease or exchange all its assets, includ-
ing its franchises, by the vote, at a meet
ing called upon twenty days notice for
such purpose, of the holders of a ma
jority of the stock represented at such
meeting and entitled to vote. A cor
poraton to which any such sale, lease
or exchange has been made, in addi-
ton to the general powers of such cor
poration, shall possess and enjoy all the
rights, privileges, powers, franchises,
immunities, exemptions and benefits of
the original corporation and may exer-
else the same in this state, except that
the purchasing corporation shall not ex-
ercise in this state any such rights not
granted by this state and not properly
exercisable 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 effectually to the corporation to
which such sale, lease or exchange was
made, as they did to the original cor
pOTdtlOnJ ana tle tltle W any real
estate whether by deed or otherwise,
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
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 a SALE lease or exchange
made under the laws of this state. The
contract of sale or exchange, or the in
| strurnent 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
poration, 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 in 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 it 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. 1898. A stakeholder in cor
poration which has amended its articles
of association by changing its purposes,
or a stakeholder in a 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
against such amendment, or against
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
ment, 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 no,
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 40 of the Gen
eral Laws.
Sec. a. This act shall take effec,
from its passage.
Approved April 8, 1910.