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 Stock corporation shall not exceed two hundred thousand dollars, and each share in the said corporation shall be one hundred dollars. Concernshow managed 3. And be it further enacted, That the capital stock, property, affairs and concerns of the said corporation, shall be managed by seven directors, one of whom shall be president, who shall hold their offices one year from the first Tuesday in June in every year; and the said directors shall be elected on the last Tuesday of May in every year, at such time of day, and at such place as a majority of the directors may by their by-laws appoint, and it shall be the duty 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 election, 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 seven persons who sbal! 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 seven 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 seven; 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 num ber, 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 John Givan, George B. Evert- First direc sen, William Thorn, William Radcliff, Amos Whipple, John Green, and Samuel H. Adee, who shall hold their offices until the first Tuesday in June, one thousand eight hundred and twenty-seven. tors 4. And be it further enacted, That in case it should at any time Day of elec happen, that an election of directors should not be made on the tion 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 manaer 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 Quorum 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 Accounts Transfers A public act Stock persoD al estate Banking pro hibited To organize in one year Right to re peal prescribe such by-laws, rules and regulations, not repugnant to the constitution and laws of the United States or 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, or at their principal place of business, 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. 8. And be it further enacted, That this act shall be, and the same is hereby declared to be a public act, and that nothing contained in this act shall be construed as to authorise any banking or insurance operations, or the issuing, purchasing or loaning of any bonds, notes, bills or any negotiable paper whatsoever. 9. And be it further enacted, That the stock of said company shall be deemed and considered personal estate: Provided always, 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. 10. And be it further enacted, That it shall not be lawful for the said corporation to engage in any banking business, or to discount any evidence of debt, or to issue any note, bond or bill, or to issue any check, draft or order for money, for the purpose of loaning the same, or to use or exercise any power not expressly granted by this act, or not indispensably necessary to the execution of such powers, and any violation of the provisions of this section shall be deemed a forfeiture of all the rights and privileges conferred by this act. 11. And be it further enacted, That unless the corporation hereby created shall be organized by the choice of directors, and shall go into operation in good faith, within one year after the passage of this act, then this act and the rights and privileges hereby granted, shall cease and become null and void. 12. And be it further enacted, That the rights and privileges hereby granted, shall be deemed to be taken subject to the right of the legislature hereafter to alter, modify or repeal the same, and also subject to the right of either house of the legislature at any time to require from the officers of the said corporation an account of their receipts and expenditures, and of any transactions of the said company or its officers. CHAP. 316. AN ACT to institute a Scientific and Military Academy in the Passed April 18, 1826. Gorporation 1. BE it enacted by the people of the State of New-York, repre- created sented in Senate and Assembly, That William G. Tracy, Fortune C. White, Seth S. Peck, John Frost, Elon Galusha, Henry R. Storrs, Simon N. Dexter, Álvin Bradley, William Walcott, Richard Vose of Whitestown; William Williams, John H. Ostrom, of Utica; John J. Knox, of Augusta; Benjamin Wright, of Rome; William Clark and Henry Seymour, of Utica; Elisha Camp, of Sackets-Harbour; Jonathan D. Ledyard, of Cazenovia ; Laurens Ford, of Herkimer; and Victory Birdseye, of Onondaga county, be a body corporate and politic, in fact and in name, by the name or style of "The Trustees of the Scientific and Military Academy of Style & the Western District," the object of which institution, shall be instruction in the military, agricultural and other branches of the arts and sciences; and by the above name they and their successors may and shall have succession, and shall be in law capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended in all courts and places, in all manner of actions, suits and causes whatsoever; and may have a common seal, and may change and alter the same at their pleasure, and shall be in law capable of purchasing, taking, acquiring, holding and conveying any estate, real or personal, for the use and benefit of the said corporation, and that the above named persons shall be the first trustees. trustees 2. And be it further enacted, That the said trustees as soon as Duty of the may be after the passing of this act, shall convene at the village of Whitesborough, at such time as the senior trustee (and whose seniority shall be decided by the order in which the trustees are named or appointed,) shall appoint, and in the absence of the president, such senior trustee, or in his absence the senior trustee present, shall preside at all meetings of the said trustees, and in case of a division have a casting vote, and from and after such meeting, the said trustees shall annually meet at the village of Whitesborough, on the first Monday of May; and all meetings other than those above provided, shall be held at such time and place as the senior trustee residing in the town of Whitestown, shall appoint, when thereunto requested in writing, under the hands of three of the said trustees, such call or order or appointment to be published in one of the public newspapers printed in the county of Oneida, at least two weeks previous to such meeting, and any six of the said trustees, meeting at the tinies and places as above directed, shall be a quorum to do and transact all business of the said institution not otherwise provided for in this act. 3. And be it further enacted, That the said corporation shall ap- officers to point a president, vice-president, treasurer and secretary, by ballot, appointed to continue in office during the pleasure of the corporation; that the president shall preside at all meetings of the trustees, that the treas Intendant His &C powers, By-laws Annual ex amination urer shall keep fair and true accounts of all monies by him received and paid out, and that the secretary shall keep a fair journal of the meetings and proceedings of the corporation, in which the yeas and nays on all questions shall be entered if required by any one of the trustees present, and to all books and papers of the corporation, every trustee shall always have access, and be permitted to take copies of them. 4. And be it further enacted, That the said trustees at any meeting, at which a majority of said trusteess shall be present, shall appoint a principal instructor, who shall have the management of the academy, under the direction of the the trustees, who shall be styled the "Intendant," and have the rank of a full colonel in the militia of this state, and so many professors, chaplains, teachers, managers and servants as the interests of the institution from time to time may require, who shall hold their offices during the pleasure of said trustees, or a majority of them. 5. And be it further enacted, That the intendant so appointed as above, shall have power under the regulations ordained by the trustees, to receive students for the purpose of instructing them in the above named branches of the arts and sciences, who shall be regularly matriculated, and while members of the institution, styled "Cadets," and under the same regulations have power to give them honourable dismissions from the same.. 6. And be it further enacted, That the said trustees at any meeting called as above directed, at which a majority of the said trustees shall be present, shall have power to make and prescribe such by-laws, orders, rules and regulations, as to them shall appear needful, for the preservation of the interests, discipline and good order of the institution; and to alter, amend or repeal the same, and shall have power to ordain the punishments of arrests, admonitions, hard labour for a time not exceeding two days, suspensions, imprisonment in the provost of the institution, (which provost they are hereby authorised to establish,) for a time not exceeding three days, to be inflicted on the cadets, who may be placed under the charge of the intendant or other officer of the institution, by the order of the intendant, on conviction of an infraction of any of the said by-laws, rules and regulations, and expulsions, which shall only take place on vote of a quorum of the trustees. 7. And be it further enacted, That there shall annually be a and review public examination and review of the cadets in the institution, on such day as the trustees shall appoint; notice of which examination and review shall be given to the governor of this state, at least four weeks previous thereto, and by advertisement in at least two of the public newspapers printed in the county of Oneida, in one of the public newspapers in the city of Albany, and one in the city of NewYork. Vacancies 8. And be it further enacted, That all vacancies occasioned by the death, resignation or removal out of this state of any trustee or trustees, shall be supplied in the following manner, namely: the first vacancy that shall happen, shall be supplied by the trustees at the next meeting of a quorum thereof, the second vacancy that shall happen, shall be supplied by the governor of this state, within three months after notice of such vacancy, which notice it shall be the duty of the intendant, to give immediately on its occurring, and so on alternating as often as any such vacancy may occur. 9. And be it further enacted, That any trustee may be remov- Removals ed for misconduct on vote of three fourths of the whole number of trustees. officers 10. And be it further enacted, That the intendant, professors, Privilege of chaplains, teachers, cadets, managers and servants in the above institution, shall be exempt from militia duty, excepting in case of insurrection or invasion. 11. And be it further enacted, That the commissary-general Duty of com missary-gene deliver to the order of the intendant of said institution, one hundred ral stand of arms, and the accoutrements therefor, on receiving the receipt of the said intendant for the same, to account for when called upon. my 12. And be it further enacted, That it shall and may be lawful Whitesbo for the trustees of Whitesborough academy, to transfer to the trus- rough acade tees of the scientific and military academy of the western district, their real and personal estate, for the use and benefit of said institution. peal 13. And be it further enacted, That it shall and may be lawful Power to re for the legislature at any time hereafter, to alter, modify, amend or repeal this act. CHAP. 317. AN ACT to incorporate the Harlaem Canal Company. Passed April 18, 1826. 1. BE it enacted by the People of the State of New-York, rep- Corpora resented in Senate and Assembly, That Enoch Wiswall, Francis Price, and such other persons as now are, or hereafter may be associated with them, be, and they are hereby constituted, ordained and declared to be a body corporate and politic, in fact and in name, by the name of "The Harlaem Canal Company," and by that name Style&c they and their successors and assigns, shall and may have continual succession, and be persons in law capable of suing and being sued, pleading and being impleaded, in all courts and places whatsoever, and 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 their pleasure: and also, that they and their successors by the same name and style, shall be in law capable of purchasing, holding and conveying any estate, real or personal, for the use of said corporation: Provided, Proviso That the real estate so to be holden, shall be such only as is now owned by said company, or such as shall by purchase and voluntary transfer, be conveyed to them, or such as shall be taken in manner and form hereinafter described, to be used in and about the construction of said canal, and works connected therewith. 2. And be it further enacted, That the stock, property, affairs Concerns and concerns of the said corporation shall be managed and conduc- how managed ted by thirteen directors, to be elected from the stockholders, (one of whom to be president) who shall hold their offices for one year from |