Amount of capi tal stock.

ing operations or for any purpose or purposes inconsistent with the provisions of this act; and the said David Heran, Luther Loomis, Samuel P. Lyman, William Thomson, Thomas A. Hartwell, David Sanderson, and Allan Clarke, or a majority of them, are hereby authorized to receive subscriptions to the capital stock of the said company.

SEE. 2. The capital stock of the said company shall not exceed two hundred thousand dollars, to be subscribed in shares of fifty dollars each; and as soon as five hundred shares of the said stock shall be subscribed, the individuals above named, or any three of them, may, by publie notice published in one or both of the newspapers printed in the village of Somerville, for a period of not less than thirty days, call a meeting of the stockholders of the said company for an election of five di

rectors.

SEC. 3. The stock, property, and concerns of the said comTime and mode pany shall be managed and conducted by five directors, being of annual elec- stockholders, one of whom shall be president; and they shall

tion.

Powers and du

hold their offices for one year and until others are elected in their places; and the stockholders may vote either in person or by proxy, and shall be entitled to one vote on each share of the capital stock that they may severally hold in said company; and in every election of directors, the stockholders having the greatest number of votes shall be directors; and the individuals above named, or any two of them, shall be inspectors and judges of the first election; and the said directors, when elected, shall choose out of their own number a president; and the said president and directors shall annually thereafter, by public notice as aforesaid, call meetings of the stockholders for electing directors of the said company, and shall appoint three of the stockholders, not being directors, as inspectors and judges of election.

SEC. 4. A majority of the directors of the said corporation shall constitute a board, and be competent to the transaction tics of directors. Of all the business of the said corporation; and all questions be fore them shall be decided by a majority of votes; and they shall have power to appoint a secretary, and such other offi cers, clerks, and servants, as they shall deem expedient and proper for the well conducting and transacting their business; and they shall also have power, at such times as to them shall seem meet, to make and declare dividends of such part of the clear profits resulting from the business of the said corporation as they shall deem expedient; and shall have power to make and prescribe such by-laws, rules, and regulations, as to them shall appear needful and proper, respecting the management and disposition of the stock, property, estate, and effects of the said corporation, the compensation of wages, and the duties,

powers, and conduct of the officers and servants thereof, the election and meeting of directors, the transfer of shares, the management and conducting of the business of the said corporation, and all matters appertaining thereto, and such by-laws, rules, and regulations, at their discretion, to repeal, alter, or modify; provided, that such by-laws, rules, or regulations shall not be repugnant to the constitution or laws of this state or of the United States.

SEC. 5. The said corporation shall not go into operation un- Corporation, til twenty-five thousand dollars of the capital stock shall be first when to go into operation. paid in gold and silver coin or current bank notes, and an affidavit thereof shall be made by a majority of the associates named in this act, and filed in the office of the secretary of state; and the said president and directors, or a majority of them, shall have power to call in said stock, from time to time, in such instalments as they shall see fit to prescribe, not exceeding ten dollars on each share for any one instalment, giving thirty days' notice, as aforesaid; and if any stockholder or stockholders shall neglect or refuse to pay his or their respective instalment or instalments on his or their respective share or shares, so called for as aforesaid, the stock of such stockholder so neglecting or refusing, and all previous payments thereon, shall be absolutely forfeited to the said company, for the use and benefit of the said company.

tal paid in to be

made.

SEC. 6. The president and directors, with the treasurer and Certificate of clerk, if such be, of the said company, shall, within thirty days amount of capiafter the payment of the sum of fifty thousand dollars of the capital stock, make a certificate, stating the amount of the capital so paid in, which certificate shall be signed and sworn to by the president, treasurer, and clerk, and a majority of the directors; and they shall, within the said thirty days, cause the same to be recorded in the record of deeds for the county wherein this manufactory is established.

Penalty for not

SEC. 7. If any of the said officers shall refuse or neglect to perform the duties required of them in the preceding section, making certifi they shall be jointly and severally liable for all debts of the cate. company contracted after the expiration of the said thirty days, and before such certificate shall be recorded, as aforesaid.

SEC. S. The stock and property of the said company, of whatever nature or kind the same may be, shall be deemed. personal property, and shall be transferable on the books of the said company, in such manner as shall be prescribed by the by-laws of the said corporation.

Stock personal

estate.

SEC. 9. The directors shall at all times keep, or cause to be Books to be kept, at their manufactory, proper books of account, in which open to inspec. shall be regularly entered all the dealings and transactions of holders

tion of stock

I

Stockholders

said corporation, which books shall be subject at all times to the inspection of the stockholders of the company.

SEC. 10. All the stockholders of this company shall be jointly and severally liable for all debts and contracts made by said fiable for debts company, until fifty thousand dollars of the capital stock shall of company. have been paid in or satisfactorily secured.

dissolved.

SEC. 11. The said company may be dissolved at a general Company, how meeting of the stockholders, specially summoned for that purpose; provided at least three-fourths in value of the stockholders shall be present or represented therein, and shall vote in favour of such dissolution; and upon such dissolution, the directors for the time being, and the survivors and survivor of them, shall be trustees for settling all the affairs of said company, disposing of its effects, recovering, paying its debts, and dividing the surplus among the stockholders, in proportion to their respective interests in the stock, unless the stockholdeas, at such general meeting, shall appoint other persons, not less than three, nor more than five in number, for such purpose, in which case the persons so appointed, the survivors or survi. vor of them, shall be trustee or trustees for the purpose afore said; provided, that no part of the capital stock shall be withdrawn or refunded to the stockholders, at the time of its dissolution, until all debts and liabilities of the company are fully paid; and in case of any violation of the provisions of this section, the president, directors, and stockholders of this corporation shall be personally liable, in their own estate, jointly and severally, for all debts previously contracted and due from said company.

Election of di

ballot.

SEC. 12. All elections of directors of the said company shall be by ballot; and if the president and directors of said company rectors to be by for the time being shall, at any time, neglect or refuse to call annual meetings for the election of directors, as herein before prescribed, the stockholders, or a majority of them, may, within the time in such case prescribed, give notice and call meetings, and elect directors, in like manner as if said directors had given notice as prescribed by this act; and if at any election of directors, two or more stockholders shall receive an equal number of votes, then the directors for the time being shall, by ballot, determine which of such stockholders shall be director or directors; and on the death or resignation of any of the directors, the remaining directors shall choose, from among the stockholders, some fit person or persons to fill the vacancy, who shall hold his or their office or offices until the next annual election.

SEC. 13. In case it should happen that an election for directars should not be held or made on the day that pursuant to this

to be dissolved Corporation not

act it ought to have been held and made, the corporation shall not for that cause be deemed to be dissolved; but it shall be lawful to hold such election at such other time as may be scribed by the by-laws of said corporation, after thirty days' prescribed.

notice.

pre

for failure to elect on day

SEC. 14. This act shall continue in force twenty years, and Limitation. the legislature may alter, modify, or repeal the same, whenever in their opinion the public good requires it.

Approved, March 19, 1845.

AN ACT to incorporate the Sussex Iron Company.

WHEREAS, a number of the citizens of Morris and Sussex Preamble. counties have, by their petition to this legislature, represented that they are desirous of establishing a manufacturing company at Stanhope, in said county, for manufacturing of iron in its several and various branches, and praying to be incorporated for that purpose; and whereas the prayer of the said petition appears to be reasonable and proper, inasmuch as it will be beneficial to this state, by the introduction and employment of considerable capital therein― therefore,

BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, as follows:

SEC. 1. Edwin Post, William Nelson Wood, Jacob Low- Names of corporance, and such other persons as now are or hereafter may be rators. associated with them, and their successors, be, and they are hereby constituted a body politic and corporate in this state, Style of incorby the name and style of "the Sussex Iron Company," for the poration. sole purpose of manufacturing iron; and that, by that name, they and their successors shall have power, and continue to be a body corporate, for the term of twenty years, and 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, and in all manner of actions, suits, complaints, causes, and matters whatsoever; and they and their successors may have a common seal, and the same may make, alter, and change at their pleasure; and they and their successors, by their corporate name, shall, in law, be capable of buying, holding, and conveying any goods,

Proviso.

Amount of capital stock.

Payment of instalments.

Mode of elec

wares, and merchandise whatsoever, and also any lands, tenements, or hereditaments necessary or useful for the said corporation to carry on the manufacturing operation above mentioned, and all other real estate which shall have been bona fide mortgaged to the said corporation by way of security, or conveyed to them in satisfaction of debts previously contracted in the course of dealing, or purchased at sales upon judgments or decrees which shall have been obtained for such debts; provided always, that the funds of said corporation, or any part thereof, shall not be applied, used, or employed, at any time, in banking operations.

SEC. 2. The capital stock of the said corporation shall be three hundred and fifty thousand dollars, which shall be divided into shares of one hundred dollars each; but so soon as fifty thousand dollars of the said capital shall have been subscribed and paid, in lawful money or current bank notes, and an affidavit thereof made by a majority of the directors to be chosen in pursuance of this act, and filed in the office of the secretary of state, then it shall and may be lawful for the said corporation to commence their said business, and with that capital conduct and carry it on until they shall find it expedient to extend their capital, which they are authorized to do from time to time, to the amount herein before mentioned.

SEC. 3. It shall be lawful for the president and directors of the said corporation to call for and demand of the stockhold ers, respectively, all such sums of money as are by them subscribed, at such time and in such proportion as they shall deem fit, not exceeding ten dollars on each share at any one time, under the pain of the forfeiture of his, her, or their shares, and all previous payments made thereon to the said corporation; always giving at least thirty days' previous notice of such call and demand in one of the newspapers printed in Morris and

Sussex counties.

SEC. 4. The stock, property, affairs, and concerns of the said corporation shall be managed and conducted by five dision of directors. rectors, a majority of whom shall be citizens and residents of this state, who may, respectively, hold their offices for one year, and until others may be chosen; which directors shall at all times during their continuance in office be stockholders in the said company, in their own right, to the amount of at least five shares; and the said directors shall hereafter be elected on the first Monday in March, in each and every year, at such hour of the day and at such place as the board of directors for the time being shall appoint, of which election, public notice shall be given in one of the newspapers printed in Morris and Sussex counties, at least twenty days immedi ately preceding such election; and such election shall be