ers

sociated or hereafter shall associate together for supplying the village of Utica with water, shall be, and are hereby constituted and declared to be from the time of passing this act, a body politic and corporate, in fact and in name, by the name of "The Utica Style and Aqueduct Company," and that by the same name they and their general pow successors for the time being shall and may have continual succession, and shall be capable in law of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended in all courts and places whatsoever, and in all manner of action or actions, suits, complaints, matter and causes whatsoever, and they and their successors shall have a common seal, and may change and alter the same at pleasure, and by the same name may hold real or personal estate by purchase or otherwise, and convey the same as may be convenient for the transaction of its business, not exceeding twenty-five thousand dollars in the whole, exclusive of the profits or income of the said company.

2. And be it further enacted, That Newell Smith and William Subscriptions Alverson shall be commissioners for receiving subscriptions for the stock, each share being fifty dollars, and distribute the same as they may think right and equitable.

3. And be it further enacted, That the stock, property, estate, Directors affairs and concerns of the said corporation shall be managed and conducted by seven directors, who shall be annually elected by the stockholders, as shall be directed by the by-laws of said corporation; and the directors so elected shall hold their offices for one year from the day on which they are elected; and in case of resignation or inability to serve in any way whatever, the remaining directors may fill the vacancy for the remaining part of the year, all of which directors shall be stockholders.

4. And be it further enacted, That the persons who may be By lawa chosen to be directors, shall meet as soon as may be after every election, and choose a president and secretary, one treasurer, one collector and as many other agents and servants as they may deem proper and useful; and the said corporation shall have full power to make and ordain such by-laws, rules and regulations as they may deem necessary to attain and preserve the objects aforesaid, to impose penalties not exceeding twenty dollars for one offence, for a breach of such by-laws, rules and regulations which is calculated to prevent injuries to the conductors or aqueducts of the said company, or the drawing of water therefrom without due authority from the said company, which permission shall be given by a certificate sealed with the seal of said corporation, signed by the president and secretary, and recorded in a book kept for that purpose; the said corporation shall have power to assess and collect from the members or stockholders of said company, their just and equal shares of the expenses that may be incurred in and about the concerns of the company, and to institute such suits as may be necessary to recover all such monies as may become due to the company for water distributed from the said conductors or otherwise, and that the said treasurer shall receive and pay out all monies collected by virtue of this act, as he shall be directed by the said company; and the said secretary shall, in a book to be provided for that purpose, enter in writing all the proceedings of the company, and shall make out and deliver to the collector a list of the subscribers, with the respective

amounts subscribed, certified by the president, of all such sums of money, which collector shall proceed to collect the monies contained in such list in like manner as the collector of any town is by law authorised to collect the taxes committed to him for that purpose, and shall pay over the monies by him collected to the said corporation. Reservoirs 5. And be it further enacted, That it shall be lawful for the said corporation for the purpose of extinguishing fires, to sink and keep reservoirs of water in such locations in the said village of Utica, as to them shall seem most meet and proper: Provided, the consent of the corporation of the village of Utica is first obtained.

Transfers

Proviso

Securities

Stock to be personal estate

6. And be it further enacted, That all transfer of shares of stock in said company shall be made and entered in writing in a book kept for that purpose, under such regulations as the corporation may think proper; that for the purpose of carrying this act into effect, it shall and may be lawful for the said aqueduct company to pass through the lands of any person or persons, to dig up the same for the purpose of laying down aqueducts, and to enter on said lands at any time to repair or examine the same: And further, said corporation shall have power to lay down aqueducts in any public highway so as not to injure the travel on the same: Provided, if the said highway is within the village of Utica, the consent of said corporation shall be first had: And provided further, That in case of taking private property, they shall first purchase and pay therefor, the sum that shall be agreed upon between the said corporation and the owner of said property; nor shall they interfere with the canal in any manner whatever, unless the consent of the canal commissioners be first had and obtained.

7. And be it further enacted, That the said corporation may receive, take and hold mortgages on any real estate, chattels or tenements, if the same shall be bona fide pledged or mortgaged to the said corporation, to secure the payment of any shares which may be subscribed to make up the capital stock of the said corporation, or to secure the payment of any debt which may become due to the corporation by any means whatsoever, for the purpose of carrying into effect the object of this corporation.

8. And be it further enacted, That the stock of said corporation shall be considered as personal property, and also that at every regular meeting of the board of directors, a majority of the directors shall be competent to decide on all business and concerns relating to this corporation, and any engagements signed by the president and attested by the secretary, when done conformably to any by-laws of the corporation, shall be valid, and effectually bind the corporation without the presence of a board of directors and a seal, as effectually as if under the seal of the said corporation; and also, that nothing in this act contained shall be construed to authorise banking privileges, nor any other authority or privilege not herein expressly granted, and that this act shall be deemed a public act, and shall be benignly and favorably construed for all the purposes therein expressed and declared, in all courts and places whatsoever, and that all the rights and privileges in this act conferred shall be deemed to be granted, subject to the right of the legislature at any time hereafter, to alter, modify and repeal the same at pleasure.

CHAP. 175.

AN ACT to incorporate the Saratoga Manufacturing Company.

Passed April 13, 1826.

created

1. BE it enacted by the People of the State of New-York; repre- Corporation sented in Senate and Assembly, That Philip Schuyler, and such others as now are, or hereafter may be associated with him in the business of manufacturing cotton and woollen cloths, and other articles in the county of Saratoga in this state, and carrying on the business incident to said manufactories in the county aforesaid, and such part of said business as it may be advantageous and necessary to transact in the city of New-York, be and are hereby ordained, constituted and declared to be a body politic and corporate, in fact and in name, by the name of "The Saratoga Manufacturing Compa- style and ge ny," and by that name they and their successors shall and neral powers may have continual succession, and be persons in law capable of contracting and being contracted with, suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever; and that they and their successors may have a common seal, and make, change and alter the same at pleasure; and that they and their successors by the same name and style, shall be capable of purchasing, holding, using and conveying any estate, real or personal, for the use of said corporation: Provided, That the Previso said real estate to be purchased and holden, shall be such only as is now occupied by the said Philip Schuyler, in the county aforesaid, or as may be necessary for the purposes for which this corporation is established, and such as shall have been bona fide mortgaged to said corporation by way of security, or conveyed to them in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts.

2. And be it further enacted, That the capital stock of the said Capital stock incorporation shall be two hundred thousand dollars, and each share in the said corporation shall be one hundred dollars.

3. And be it further enacted, That the capital stock, property, Directors affairs and concerns of the said corporation shall be managed by five directors, one of whom shall be president, who shall hold their President offices one year from the first Tuesday in August in every year, and the said directors shall be elected on the first Tuesday in July in every year, at such time of the day and at such place as a majority of the directors may by their by-laws appoint; and it shall be the du ty of the secretary for the time being, to give such stockholder (who shall have previously informed him in writing of his or her place of residence,) at least ten days notice in writing, previous to each elec- Election tion through the post-office or otherwise, of the time and place that said election is to be held, and such election shall be made by each of the stockholders of the corporation as shall attend for that purpose, in their proper persons or by proxy; and all elections shall be by ballot, each share of the stock having one vote, and the five

Vacancies

First direc tors

Day of elec

tion

By-laws

Books of ac count

Transfer of stock

persons who shall have the greatest number of votes at an election, shall be directors; and if it shall happen at any election, that two or more persons have an equal number of votes, in such manner that a greater number of persons than five shall by plurality of votes appear to be chosen as directors, then the said stockholders herein before authorised to vote at such election, shall proceed to ballot a second time, and by a plurality of votes determine which of the persons so having an equal number of votes, shall be director or directors, so as to complete the whole number of five; and the said directors as soon as may be after their election, shall proceed in like manner to elect by ballot one out of their number to be their president, and shall also at the same time elect a secretary to the company; and if any vacancy or vacancies shall at any time happen among the directors elected by the stockholders, by death, removal, resignation or otherwise, such vacancy or vacancies shall be filled for the remainder of the year in which they may happen, by such person or persons as the remainder of the directors for the time being, or the major part of them shall appoint; and that the first directors shall be Philip Schuyler, John Hunter, Stephen Van Rensselaer, jun. Robert Bayard and Philip Schuyler, jun. who shall hold their offices until the first Tuesday in August, one thousand eight hundred and twenty-seven, or until others are elected.

4. And be it further enacted, That in case it should at any time happen that an election of directors should not be made on the day that pursuant to this act it ought to be made, the said corporation shall not for that cause be deemed to be dissolved; but it shall and may be lawful to hold such election on such other day, in manner aforesaid, as shall be prescribed by the by-laws and ordinances of the said corporation.

5. And be it further enacted, That a majority of the directors for the time being, shall form a board or quorum for transacting all the business of said corporation, and shall have power to make and prescribe such by-laws, rules and regulations, not repugnant to the constitution and laws of the United States, or of this state, as shall to them appear needful and proper, touching the management and disposition of the stock, property, estate and effects of the said corporation, the duties and conduct of the officers, clerks and servants employed therein, the election of the directors, and all such other matters as appertain to the concerns of the said institution; and shall have power to employ so many officers, agents, clerks and servants, and at such places as shall be necessary for carrying on the said business, and with such salaries and allowances as to them shall

seem meet.

6. And be it further enacted, That the directors shall at all times keep or cause to be kept, at their manufactory, and also at their ware-house or office, in the city of New-York, or at such place as their ware-house or office may be kept, proper books of account, in which shall be regularly entered all the transactions of said corporation, which books shall be subject at all times to the inspection of the stockholders of the company.

7. And be it further enacted, That no transfer of stock shall be valid or effectual, until such transfer shall be entered or registered in a book or books to be kept by the president and directors for that

purpose, which book or books shall at all reasonable hours of transacting business, be open to the examination of any stockholder or person having in his possession any demand against the said company, the payment of which shall have been refused; and in case any officer of said company having charge of such books, shall refuse to permit the same to be examined as aforesaid, he shall for every such offence forfeit the sum of two hundred and fifty dollars, the one moiety whereof to the people of this state, and the other moiety to him who will sue for the same by action of debt, in any court of record, together with the costs of such suit.

8. And be it further enacted, That the stockholders of the Debts said corporation shall be holden in their individual capacities responsible, jointly and severally for the payment of all debts contracted by the said company, to the nominal amount of the stock held by such stockholders respectively, and any person having any demand against the said company, may sue any stockholder thereof, and recover in any court having cognizance thereof: Provided, Proviso such suit shall not be maintained without proof that such demand had been presented to the proper officer of the said company for payment, and the payment thereof neglected or refused: And provided also, That the said company shall be liable to be prosecuted as a corporation for any such demand.

9. And be it further enacted, That this act shall be, and the A public act same is hereby declared to be a public act, and that nothing contained in this act shall be so construed as to authorise any banking or insurance operations, or the purchasing, discounting or loaning of any bonds, bills, notes, or any negotiable paper whatsoever.

10. And be it further enacted, That the stock of said compa- Stock, per ny shall be deemed and considered personal estate: Provided al-sonal estate ways, That for all debts which shall be due and owing by said company, the persons composing said corporation at the time of its dissolution, shall be responsible in their individual and private capacity, to the extent of their respective shares and no further, on any suit or action to be brought or prosecuted after the dissolution of said corporation.

11. And be it further enacted, That this act and the privileges Act may be herein contained, shall be taken subject to the right of the legisla- repealed lure at all times hereafter to repeal, alter or modify the same.

CHAP. 176.

AN ACT in addition to an Act, entitled "An Act for the Relief of the Trustees of Middlebury Academy; in the County of Ge

nesee.

Passed April 13, 1826.

trustees

BE it enacted by the People of the State of New-York, repre- $1000 to be sented in Senate and Assembly, That the treasurer pay, on the advanced to warrant of the Comptroller, the sum of one thousand dollars to the trustees of Middlebury Academy, or their treasurer, for the use of that institution, which said sum is hereby declared to be an advance for and in lieu of the sum of one thousand dollars, mentioned in the act,