Limitation.

21. And be it enacted, That this act shall continue in force. for twenty years; but it shall be lawful for the legislature, at any time hereafter, to alter, modify, or repeal the same, whenever, in their opinion, the public good shall require it. 22. And be it enacted, That this act shall take effect immediately.

Approved March 9, 1859.

Commis

sioners to receive subscriptions.

Amount of capital

stock.

CHAPTER LXXXV.

AN ACT to incorporate the Holmdel and Keyport Turnpike Company.

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That the subscription books of the capital stock of "The Holmdel and Keyport Turnpike Company" shall be opened by Gilbert H. Van Mater, Joseph Holmes, William Taylor, William Ackerson, Henry H. Seabrook, D. L. F. Schenck, and David Warner, or a majority of them, who are hereby appointed to receive subscriptions to said stock, at such times and places as they, or a majority of them, may direct, giving notice thereof at least twenty days prior to the opening of said books by publishing the same in at least one newspaper published in the county of Monmouth.

2. And be it enacted, That the capital stock of said company shall be ten thousand dollars, with the privilege of increasing it to fifteen thousand dollars, and shall be divided

into shares of twenty-five dollars each; and that, when two hundred or more shares shall be subscribed for and taken, the persons holding the same shall be and they are hereby incorporated into a company, by the name and style of "The Holmdel and Keyport Turnpike Company," and by that name and style shall have, enjoy, and exercise all the rights, powers, and privileges appertaining to corporate bodies and necessary to carry the objects of this act into effect.

instalments.

3. And be it enacted, That at the time of subscribing for Payment of said stock, two dollars shall be paid upon each share subscribed for, to the said commissioners or any of them, which money shall be paid over to the treasurer of the company as soon as one shall be appointed; and the residue of said subscription shall be paid in instalments, at such times and places, and to such persons, as the president and directors of the company shall from time to time direct. and give public notice thereof in manner aforesaid; and upon failure of the payment thereof, as so directed, the president and directors shall have power to forfeit the shares of each and every person so failing to pay the said instalments, or any of them, to and for the use of said company.

Act void if subscribed

stock is not

for in certain

4. And be it enacted, That if the number of shares hereinbefore made necessary for the incorporation of said company be not subscribed for within three years from the time. time of opening the said subscription book, this act, and all the subscriptions under it, shall be null and void, and the said commissioners, after deducting thereout the expenses incurred, shall return the residue to the respective subscribers, or their representatives, in proportion to the sums paid by them.

directors.

5. And be it enacted, That when two hundred shares of Election of said stock shall be subscribed for, the said commissioners shall call a meeting of the stockholders, giving at least twenty days' notice of the time and place of said meeting, as herein before directed with regard to the opening of said books, at which meeting the subscription books shall be

Election of president.

Duties of directors.

laid before the stockholders, who shall thereupon proceed to elect by ballot five directors, a majority of whom shall be citizens of this state, to manage the affairs of said company for one year, of which election the said commissioners, or a majority of them, shall be judges; and at the expiration of that term, and annually thereafter, upon like notice being given by the directors for the time being, the said stockholders shall elect by ballot the same number of directors, a majority of whom shall be citizens of this state, as aforesaid; and at every such election, and in all other cases in which the stockholders shall be entitled to vote, a vote may be given for each share by the holder or holders thereof, either in person or by proxy.

6. And be it enacted, That within twenty days after the election aforesaid, the directors shall elect from their number a president of the said company, who shall hold his office for one year and until another shall be elected, and shall be presiding officer at all meetings of said directors, and shall have a casting vote when they shall be equally divided; he shall have charge of the seal of the company, and he shall appoint the judge or judges of all elections of stockholders; or in case of his death or absence, or inability so to do, the said directors shall appoint some other suitable person, who for the time being shall possess the same power and authority, and perform all the duties herein prescribed.

7. And be it enacted, That the said directors, or a majority of them, may supply any vacancy occurring in the interval between the annual elections, by death, resignation, removal, or refusal to act, of any president or director, and may appoint a treasurer and all officers, agents, superintendents, and other servants that may be required to transact the business of the company, with such compensation as they may determine upon, and may exact from them such security for the due performance of their respective duties or trusts as they may think expedient; they shall regulate the tolls, and have the superintendence and direction of all receipts and disbursements and all other affairs

of the company, and may make and enforce such ordinances and by-laws as they may think expedient to regulate the transfer of stock and the general government of the company and management of its affairs; provided, the same Proviso. are not repugnant to the constitution and laws of this state or of the United States.

statement to

8. And be it enacted, That at the annual meeting of the Annal stockholders, it shall be the duty of the president and di- be made. rectors of the preceding year to exhibit to the stockholders a complete statement of the affairs of the company during the said term.

meetings.

9. And be it enacted, That special meetings of the stock- Special holders may be called by order of the president and directors, or by the stockholders owning one-fourth of the stock of the company, by giving notice of the time and place of holding the same, as hereinbefore directed with. regard to the annual meeting, which said notice shall specify the particular object of the meeting; but that no business of the company shall be transacted at such special meeting unless a majority in value of the stockholders attend and concur therein, who may require the books, accounts, and all other papers of the proceedings of the company, to be exhibited to them by the president and directors.

void for fail

ure to elect on day prescribed.

10. And be it enacted, That if from any cause an election Charter not hereinbefore named shall not be had at the time specified in this act, the same may be held at any other time, on notice as aforesaid; and that, until such election be had, the officers of the preceding year shall continue to hold their respective offices until others are elected in their stead; and that this charter shall not be defeated nor avoided by reason of irregularity or want of such election. 11. And be it enacted, That it shall and may be lawful Company for the said company to construct and make a turnpike road from Holmdel to Keyport in the county of Monmouth, beginning at the Monmouth county plank road, in the village of Keyport, thence by the most convenient and direct route to Holmdel; which said turnpike road shall

authorized to construct road.

Proviso.

Proceedings in case company and

not agree.

not exceed fifty feet in width, and sixteen feet of the same shall be sufficiently bedded and faced with stone, gravel, or other material, to make a solid, firm and even road at all seasons of the year; and the said sixteen feet shall be so graded that in its progress no part of it shall rise above an angle of five degrees with the plane of the horizon; and the said company shall construct, keep in repair, maintain and make good and sufficient bridges along the line of said road, not less than sixteen feet in width; and whenever said road shall be raised so much at the margin or side as to render carriages passing thereon liable to overset, the said company shall cause good and sufficient railing to be erected and maintained at the side so as to prevent horses and carriages from running off; provided, that before the said company shall construct the said turnpike road as aforesaid, they shall pay to the respective owners of the land over which the same may pass all damages which the said owners shall sustain by reason of the construction of said turnpike road; and in case said owners and said company cannot agree upon the amount of said damage, then the damages shall be ascertained and determined, as nearly as may be, in the manner hereinafter provided for aścertaining and determining the damages which any land owner or owners may sustain by the taking of stone or gravel, sand or clay, from his lands for the construction or maintaining of said turnpike road.

12. And be it enacted, That it shall be lawful for the said owners can company, their officers, superintendents, engineers and workmen, with carts, wagons, and other carriages, and with beasts of burden and draft, and all necessary materials and tools, to enter upon all lands contiguous or near to the route of said road, doing as little damage thereto as possible, repairing any breach they might make in the enclosures thereof, and to make all ditches and underdrains across and through such lands necessary for properly draining said road and that when the said company or its agents cannot agree with the owner or owners of said lands or materials for the use or purchase thereof, or when by reason