§ 14

The stock of such corporation shall be deemed personal estate and shall be transferable in the manner prescribed by the by-laws of such corporation. Where any such certificate of stock is signed by a transfer agent or a transfer clerk and by a registrar, the signature of any officer or officers of such corporation and the seal of the corporation upon such certificate may be facsimiles, engraved or printed; and if and when such certificate is issued and delivered the officer or officers whose signature or signatures, either actual or facsimile, appearing on such certificate have ceased to be such officer or officers, that fact shall not invalidate such stock certificate nor the signature or signatures thereon, provided the same is otherwise lawfully issued. No shares shall be transferable until all previous calls thereon shall have been paid; and it shall not be lawful for such corporation to loan any of its funds to any director or other officer thereof, or to permit them or any of them to use the same for other than the legitimate purposes of such corporation: Provided, however, that any railroad company incorporated and organized under any general or special law of this State, and operating a railroad which now connects or hereafter may connect at any point with any railroad of any other State, shall have power, acting by itself, or jointly with another company or companies, to own and hold stock and securities of the corporation owning said connecting road, or any part thereof; such ownership or holding to comprise at least two-thirds in amount of the stock of such corporation; but in case of the purchase of stock the company or companies so purchasing shall take and pay for all the shares of the company whose stock is so purchased that may be offered, and the terms of purchase of all shares shall be the same to all stockholders. Provided further that such corporation shall have power to purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals, provided, however, that no corporation organized under the laws of this state or licensed to transact business in this state shall directly or indirectly own or control 15% or more of the voting shares of each of two or more banks or of a company which is a bank holding company as defined in "The Bank Holding Company Act of 1957", except to the extent permitted by the provisions of that Act and except that any such corporation may continue to own or control those voting shares it owns or controls on the effective date of this amendatory Act. And provided further that such corporation shall have power to purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares, provided that it shall not purchase, either directly or indirectly, its own shares when its net assets are less than the sum of its stated capital, its paid-in surplus, any surplus arising from unrealized appreciation in value or revaluation of its assets and any surplus arising from surrender to the corporation of any of its shares, or when by so doing its net assets would be reduced below such sum. Notwithstanding the foregoing limitations, a corporation may purchase or otherwise acquire its own shares for the purpose of: (a) Eliminating fractional shares. (b) Collecting or compromising claims of the corporation, or securing any indebtedness to the corporation previously incurred. (c) Paying dissenting shareholders entitled to payment for their shares under the provisions of this Act. (d) Effecting, subject to the other provisions of this Act, the retirement of its redeemable shares by redemption or by purchase at not to exceed the redemption price. No purchase of its own shares shall be made at a time when the corporation is insolvent or when such purchase would render the corporation insolvent.

Legislative History

(Source: Laws 1961, p. 479.)