holden under the inspection of three stockholders, not being directors, to be appointed previously to every election by the board of directors; and such election shall be made by ballot, and by a plurality of the votes of the stockholders then present, or their proxies, allowing one vote for every share of the said stock; but no share shall entitle the holder to vote unless the same shall have been held by him at least sixty days immediately next preceding such election; and in case any vacancy or vacancies should occur in the board of directors, by death, resignation, or incapacity, such vacancy to be supplied by the remainder of the directors for the time being.

SEC. 5. Jacob Lowrance, William Nelson Wood, and Commissioners Charles Lewis shall be commissioners, whose duty it shall be, to receive subscriptions. at some suitable place in the counties of Morris and Sussex, to open books to receive subscriptions to the capital stock of the said corporation; and twenty days' public notice shall be given by the said commissioners of the time and place of the opening of such books, and also of the amount of the first instalment to be then paid, in one of the newspapers printed in each of the said counties; and, as soon as the same shall be subscribed, to give a like notice for the meeting of stockholders to choose five directors; and the said commissioners shall be inspectors of the first election of directors of the said company, and shall certify, under their hands, the names of those duly elected, and deliver over to them the subscription books and the moneys and securities received for subscriptions; and the time and place of holding the first meeting of directors shall be fixed by said commissioners.

SEC. 6. The directors first chosen, or that may thereafter be Vacancies, how chosen, shall, as soon as may be after their election, proceed supplied. to choose out of their body one person to be president, who shall preside until the next annual election thereafter; and in case of the death, resignation, or inability to serve of the president or any director of the said corporation, such vacancy or vacancies may be filled for the remainder of the year by the board of directors; and in the case of the absence of the president, the board of directors shall have power to appoint a president pro tempore, who shall have and exercise such powers and functions as the by-laws of the said corporation pro

vide.

Corporation not

on day prescrib

SEC. 7. If it should at any time happen that an election of directors should not be made on any day when pursuant to dissolved for this act it ought to have been made, the said corporation shall failure to elect not for that cause be deemed to be dissolved; but it shall be ed. lawful on any other day, to hold and make an election of directors, in such manner as shall have been regulated by the by. laws and ordinances of the said corporation.

sonal estate.

SEC. 8. The stock of the said corporation shall be assignaStock to be per- ble and transferable, according to such rules, and subject to such restrictions and regulations, as the board of directors shall from time to time make and establish, and shall be considered personal property.

Dividends not to be made from capital stock.

SEC. 9. It shall not be lawful for the directors of the said company to make dividends, except from the surplus profits arising from the business of the company, nor to divide, withdraw, or in any way pay to the stockholders, or any of them, any part of the capital stock of the company, or to reduce the said capital stock, without the consent of the legislature; and in case of any violation of the provisions of this section, the directors under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the said directors at the time, or were not present when the same did hap pen, shall in their individual and private capacities, jointly and severally, be liable to the said company, and to the creditors thereof in the event of its dissolution or insolvency, to the full amount of the capital stock so divided, withdrawn, paid out, or reduced, with legal interest on the same, from the time such liability accrued; provided, that this section shall not be con strued to prevent a division and distribution of the capital stock of the company, which shall remain after the payment of all its debts, upon the dissolution of the company, or the expiration of its charter.

SEC. 10. A majority of the directors of said corporation Powers and du- shall constitute a board, and be competent to the transaction ties of directors. of all the business of said corporation; and all questions before them shall be decided by a majority of the voices; 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 profits resulting from the business of the said corporation as they shall deem expedient; and shall have the 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 bylaws, 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.

Books of ac

SEC. 11. The directors shall at all times keep, or cause to be kept, books of account, in which shall be regularly entered count to be all the transactions of said corporation, which books shall be kept. subject, at all times during regular business hours, to the inspection of the stockholders of the company.

pealed, &c.

SEC. 12. The legislature may alter, modify, or repeal this Act may be react, whenever in their opinion the public good requires it. Approved, March 20, 1845.

AN ACT to set off from the townships of Newton and Frankford, in the county of Sussex, a new township, to be called the township of Lafayette.

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

SEC. 1. Those parts of the townships of Newton and Frank- Boundaries of ford, in the county of Sussex, lying within the boundaries and township. description following, to wit: beginning in the middle of the road leading from Thomas House's to Merrit Pinckney's, at the south-west corner of the township of Sparta; thence running in a direct line to a black-oak tree standing on the east side of the great road leading from Newton to Lafayette, north-east of the dwelling-house of Jacob Snook, which tree stands near the forks of the road leading from said Newton and Lafayette road to the Newton and Deckertown turnpike; thence, continuing the same course from said black-oak tree, until it strikes the aforesaid turnpike; thence, along the centre of said turnpike, until it strikes the line of the townships of Newton and Frankford; thence, in a direct line, to a corner of the townships of Frankford and Wantage, south-east of the dwelling-house of John Clay; thence, along the line of the townships of Frankford and Wantage, to a corner of the townships of Hardyston and Frankford, north of the dwellinghouse now occupied by Jonathan A. Dusenberrie; thence, along the line of the townships of Frankford and Hardyston, until it strikes the line of the township of Sparta; thence, along the line of the township of Sparta, to the beginning,

M

Inhabitants of township incorporated.

First annual

shall be, and the same is hereby set off from the townships of Newton and Frankford, in the county of Sussex, and made a separate township, to be called and known as "the township of Lafayette."

SEC. 2. The inhabitants of the said township of Lafayette shall be, and the same are hereby constituted a body politic and corporate, and shall be styled and known by the name of "the Inhabitants of the township of Lafayette, in the county of Sussex," and vested with, and entitled to all the powers, privileges, authorities, and advantages, and subject to the like regulations and government, as other townships of this state.

SEC. 3. The inhabitants of the township of Lafayette shall hold their first annual town meeting at the house of Hazlet town meeting. Slater, innkeeper, in the village of Lafayette, in said township of Lafayette, on the second Monday in April next.

Committees to apportion property.

Inhabitants,

where to vote.

Commissioners

SEC. 4. The township committees of the townships of Newton, Frankford, and Lafayette shall meet on the third Monday of April next, at ten o'clock in the forenoon, at the house of Hazlet Slater, innkeeper, in the village of Lafayette, and shall then and there proceed by writing, to be signed by a majority of those present, to allot and divide between the said townships all the property and money on hand or due, in proportion to the taxable property and ratables, as valued and assessed by the assessors, within the respective limits of said townships, at the last assessment, and may adjourn the said meeting from time to time, and to such time and place as a majority of those present may think proper; and the township of Lafay ette shall be liable to pay their just proportion of the debts, if any there be; and if any of the members of said township committees shall neglect to meet as aforesaid, those present may proceed to make such division; and their decision, or the decision of a majority of them, shall be final and conclusive.

SEC. 5. All persons residing within the limits of the said township of Lafayette, who would have been entitled to vote at the next annual town meeting of either of the townships of Newton and Frankford, if this act had not been passed, shall be entitled to vote at the next annual town meeting of the township of Lafayette.

SEC. 6. Moses Woodruff, Alexander Boyles, and John Snyder, or any two of them, be, and they are hereby appointed comto survey lines. missioners, to run, survey, mark, and ascertain said lines herein before mentioned; which said commissioners shall, before the second Monday in April next, execute and discharge the duties of their said appointment, in the same manner, and in all respects, as if they had been appointed commissioners for the

purpose aforesaid by the inferior court of common pleas in the county of Sussex, upon the application of chosen freeholders of the said county, except, only, it shall not be necessary for the said commissioners to give notice of the time and place to perform the duties of their said appointment; and that the charges and expenses of said commissioners shall be taxed and paid as is by law directed in case of commissioners appointed by the court of common pleas, upon the application of the board of chosen freeholders.

SEC. 7. The sixth section of this act shall go into effect im- Act, when to mediately after the passage thereof, and the remaining sections take effect. shall go into effect on the second Monday of April next. Approved, March 20, 1845.

Supplement to an act entitled, "An act respecting bridges," passed November fifth, seventeen hundred and ninety-eight.

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

SEC. 1. When it shall be necessary to erect, rebuild, or repair any bridge in a township, or between any two townships in the same county, the expense whereof shall exceed fifty dollars, and be less than five hundred dollars, it shall be the duty of the overseer of the highway within whose limits or division the same may be, or of either of the overseers of the highways of the adjoining townships, to give notice thereof in writing, under his hand, to the chosen freeholders of such township and of the two next adjacent townships, and in such notice to appoint the time and place of their meeting, for the purpose of taking the same under their consideration; and the said chosen freeholders, or a majority of them, are hereby authorized to order, if they think proper, the said bridge to be built, rebuilt, or repaired, and to superintend or contract for the doing thereof; and for defraying the expense thereby incurred, the director of the board of chosen freeholders shall draw upon the county collector, who is hereby empowered and required forthwith to pay the same out of any county moneys in his hands.

SEC. 2. When the expense of erecting, rebuilding, or repairing such bridge shall not exceed fifty dollars, inclusive of the

Overseers of

highways to give notice of pairing bridges.

building or re

Expense of

building bridge, how defrayed.