N.J.S.A. 14:8-18 — Mutual association; creation of capital stock

14:8-18. Mutual association; creation of capital stock The members of any incorporated mutual association may provide for and create a capital stock of such corporation, upon the consent in writing of all the members of the corporation, and may provide for the payment of such stock, and fix and prescribe the rights and privileges of the stockholders therein. L.1937, c. 188. 14:8-22(1). Manufacturing company incorporated by special act; exchange of full-paid capital stock for assessable shares; issuance of preferred and common shares; reissuance of stock; total capital 1. That it shall and may be lawful for any manufacturing company duly incorporated by special act of incorporation of this state, to exchange any portion of its full-paid capital stock, by and with the consent of the holders thereof, for assessable shares, which shall acknowledge the payment in the aggregate of the same amount of money as may be represented by the full-paid shares so surrendered; and the directors of the said company may call from time to time for installments on the said assessable shares until the same shall be fully paid, and the directors of any such company may, with the consent of all the stockholders thereof first had and obtained in writing, issue any portion of its capital stock in preferred shares bearing a fixed rate of dividend not exceeding eight per cent per annum, which shares shall be subjected to redemption and retirement upon such conditions as may be expressed in the certificates of said stock; and the said directors may use the said preferred shares at par, or the proceeds thereof, to provide additional capital or to pay the debts of the said corporation; it shall be lawful for the said directors in their discretion to make an issue of shares of common stock equal in number to the preferred shares so issued, which common stock shall be subject to assessment from time to time by the directors of the said company for the redemption and retirement of the said preferred stock in accordance with the provisions thereof or for the general uses of the said company; provided always, that any stock of any company which may at any time have been retired or surrendered may be reissued at par for money or in payment of debts; and provided further, that at no time shall the total amount of the capital stock outstanding at any one time exceed the amount authorized by law. L.1892, c. 264, s. 1, p. 413 [C.S. p. 1671, s. 130]. 14:8-22(2). Certificate of issue of additional or retirement or reissue of stock to be filed with secretary of state 2. That whenever any additional stock shall be issued, or any stock shall be retired or reissued, a certificate thereof shall be filed in the office of the secretary of state, showing the total amount of stock outstanding at the date of the filing of such certificate. L.1892, c. 264, s. 2, p. 414 [C.S. p. 1671, s. 131]. 14:11-16(1). Corporations organized for educational, library or literary purposes having authority to issue capital stock; change of name; increase of capital stock, procedure 1. Any corporation of this state, organized for educational, library or literary purposes, incorporated under any general or special law of this state authorizing the issue of capital stock by such corporation, may change its name or increase its capital stock in manner following: The board of directors, trustees or managers of such corporation shall pass a resolution declaring that such change of name or increase of capital stock is advisable; a copy of such resolution, certified by the president and secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, together with the written assent of a majority in interest of the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing of the same, the charter or certificate of incorporation of said corporation shall be deemed to be amended accordingly, and the certificate of the secretary of state that such certified copy of the resolution of the board of directors, managers or trustees, and assent of stockholders have been filed in his office, shall be taken and accepted as evidence of such change of name or increase of stock in all courts and places. L.1904, c. 118, s. 1, p. 244 [C.S. p. 4297, s. 7]. 14:11-16(2). Corporations organized for educational, library or literary purposes authorized to issue shares of preferred stock; abrogation and surrender of authority to issue preferred shares; procedure 2. Any corporation of this state organized for educational, library or literary purposes, incorporated under any general or special law of this state, authorizing the issue of capital stock by such corporation, and also authorizing the issue by such corporation of preferred stock or preferred shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, but never having actually issued any such preferred stock or preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, may abrogate and surrender any provision in its charter or certificate of incorporation authorizing the issue of such preferred stock or preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, in manner following: The board of directors, managers or trustees shall pass a resolution declaring that the abrogation or surrender by the corporation of the provision in its charter or certificate of incorporation, authorizing the issue of preferred stock, preference shares or shares of stock entitled to dividend or interest in preference to other shares of the corporation, is advisable; a copy of such resolution, certified by the president and secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, together with the written assent of a majority in interest of the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing of the same, the charter or certificate of incorporation of said corporation shall be deemed to be amended accordingly, and the certificate of the secretary of state that such certified copy of the resolution of the board of directors, managers or trustees, and assent of stockholders have been filed in his office, shall be taken and accepted as evidence of such abrogation and surrender of the provision in the charter or certificate of incorporation of said corporation authorizing the issue of preferred stock, preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation in all courts and places. L.1904, c. 118, s. 2, p. 244 [C.S. p. 4297, s. 8].

This is the verbatim text of N.J.S.A. 14:8-18, retrieved from the New Jersey Legislature's public statute corpus. Statutes are amended periodically — for the most current version, check the external source link above. Kyzer is not a law firm and this page is not legal advice.