build upon or reclaim the lands covered with water lying in front of the land of any other person or persons owning down to the said Kill-Van-Kull; and provided also, that nothing herein contained shall be so construed as to authorize him so to improve or reclaim the lands under water in front of his own shore, so as to intercept or interfere with the navigation of the said Kill-Van-Kull.

Approved, March 4, 1846.

Preamble.

Style and general powers.

Time and mode

AN ACT to incorporate the Rocky Hill Mining and Manufacturing Company.

WHEREAS James Crawford has, in behalf of himself and his future associates, by his petition set forth, that he is proprietor, by lease and in fee, of certain tracts of land in the county of Somerset, and state of New Jersey, containing mines of copper and other minerals and metals, and has full right, by virtue thereof, to work the said mines, and has requested the legislature to pass an act incorporating the said petitioner and his future associates, for the purpose of enabling them to work the said mines, and any other mines they may hereafter possess in said county; and also to manufacture the ores thereof, in such manner as they may think proper therefore,

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That James Crawford, and such others as may hereafter be associated with him for the purposes aforesaid, shall be, and hereby are ordained, constituted, and declared to be a body corporate and politic, in fact and in name, by the name of "the President and Directors of the Rocky Hill Mining and Manufacturing Company;" and the said company shall be capable of purchasing, holding, and conveying any lands, tenements, hereditaments, goods and chattels, wares and merchandise, whatsoever, necessary to the object of the incorporation.

2. And be it enacted, That the stock, property, concerns, and affairs of the said corporation shall be managed and conof annual elec- ducted by five directors, who shall be annually elected on the first Tuesday of January, at such time of the day and at such place, in the state of New Jersey, as the by-laws of the said

tion of direct

ors.

corporation shall direct; and public notice shall be given of the time and place of holding such election, not less than thirty days previous thereto, in one of the newspapers printed in the county of Somerset, and in one printed in the city of New York; and the election shall then and there be made by such of the stockholders as shall attend for that purpose, in person or by proxy; and all elections shall be by ballot, each share having one vote; and the persons who shall have the greatest number of votes shall be the directors; and the said directors, so soon as may be after their election, shall proceed in like manner to elect, by ballot, one of their number to be their president; and if any vacancy or vacancies shall at any Vacancies, &c., time happen among the directors elected by the stockholders, how supplied. 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 a majority of them, shall appoint; provided always, that the number of directors shall not exceed five persons.

for failure to

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

4. And be it enacted, That the capital stock of the said Amount of cacorporation shall not exceed the sum of two hundred and fifty pital stock. thousand dollars, and that a share in the said stock shall be one hundred dollars; but so soon as twenty-five thousand dollars of the said capital stock shall be subscribed and paid in, and an affidavit thereof shall be made by a majority of the directors, and filed in the clerk's office of the county of Somerset, it shall be lawful for the said corporation to commence business; and it shall also be lawful for the president and directors of the said corporation to call for and demand of the stockholders, respectively, all such sums of money as are by them. subscribed, at such time and in such proportion as they shall deem fit, under the penalty of the forfeiture of their shares, and all previous payments made thereon, to the said corporation, always giving at least thirty days' notice of such call and demand in the newspapers before mentioned.

ties.

5. And be it enacted, That a majority of the directors for Directors, their the time being shall form a board or quorum for the transact- powers and duing of the business of the 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

pairs, and erections can be done and made, for the useful and successful operation of the said railway; and also, to build and construct all such piers, bulk-heads, and abutments as may be necessary or desirable to aid in the accomplishment of the purpose of this act, the same to be situated in the county of Monmouth, and township of Shrewsbury, in this state; and the said company may hold lands, tenements, and hereditaments, goods, chattels, and effects, of what nature and kind soever, necessary for the purpose of this, corporation, and all other real estate which 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 business, or purchased at sales upon judgments or decrees which shall have been obtained for such debts, and the same may grant, demise, alien, and dispose of at pleasure for the benefit of said company; and the said corporation shall have the power to lease or hire such lands, tenements, and hereditaments as may be necessary and convenient to carry into effect the objects of the said company.

2. And be it enacted, That the stock, property, and conTime and mode cerns of the said company shall be managed and conducted by of annual elec- five directors, being stockholders, one of whom shall be pretion of directors. sident, who shall hold their offices for one year; the clection for said directors shall be held in the township of Shrewsbury, in said county of Monmouth, at such time and place in said township, and in such manner, as shall be directed by this act and by the by-laws of this corporation; public notice shall be given of the election, not less than twenty days previous, in a newspaper printed and published in this state nearest the place where the said election shall be held; the said election shall be made by such of the stockholders of this corporation as shall attend for that purpose, in their proper persons or by proxy; all elections for directors shall be by ballot; each stockholder shall be entitled to one vote for every share by him held, not exceeding five shares, and one vote for every additional five shares; the candidates having the greatest number of votes, being stockholders, shall be directors; the directors chosen at one election shall be capable of serving, by virtue thereof, until another election shall be held and another board of directors chosen; the directors so chosen may appoint such officers and superintendents as they may deem expedient, at such compensation as they may think proper, and remove the same at pleasure, which said appointments, removals, and compensation shall be made and ordained when not less than a majority of the whole number of directors shall be present; and if it shall at any time happen that any vacancy or vacancies occur, by death, resignation, or otherwise, among the directors, offi

cers, or superintendents, such vacancy shall be filled by such person or persons as the remainder of the directors for the time being, or a majority of them, shall appoint.

ties of directors.

3. And be it enacted, That three directors shall form a Powers and duboard for the transaction of the business of the said corporation, and shall have power to ordain and establish by-laws; and the said board of directors shall from time to time declare dividends of so much of the net profits of said corporation as they may deem advisable; but no part of the capital stock shall be divided during the continuance of this charter.

on day desig

4. And be it enacted, That in case it should so happen that Corporation not an election should not be made on the day that pursuant to dissolved for this act it ought to have been made, the corporation shall not failure to elect for that cause be deemed to be dissolved, but it shall and may nated. be lawful to hold such election on such other days, in the manner aforesaid, as shall be prescribed by the by-laws and ordinances of said corporation.

5. And be it enacted, That Jacob Gestner, Jesse Hanford, First directors. Taber Chadwick, William Vanschoick, and Richard Borden shall be, and they hereby are declared to be the directors of the said corporation from the passage of this act until an election is held, as provided by this act, and, as such directors, shall have all the powers conferred upon the directors of this corporation by this act.

Amount of ca

6. And be it enacted, That the capital stock of the said corporation shall be limited to the sum of five thousand dollars, pital stock. to be divided into shares of twenty-five dollars each; the said company shall have liberty to commence business as soon as eight hundred dollars shall have been paid in, and an affidavit thereof shall be made by a majority of the associates named in this act, and filed in the clerk's office of the county of Monmouth; shall be capable of taking and holding the said capital stock of eight hundred dollars, and of enlarging the same from time to time by new subscriptions, in such manner and form as they shall think proper, if the board of directors of this corporation shall deem such enlargement expedient, till the said capital stock amount to the sum of five thousand dollars as aforesaid; the subscription to the capital stock shall be received by Jacob Gestner, John I. Barkalow, and Milton Barkalow, or any two of them; which said commissioners, or any two of them, shall open books of subscription at the house of Thomas Hamond, giving twenty days' notice, in a newspaper published at Freehold, in said county of Monmouth, of the and place when and where said books shall be open, and sid books shall be kept open for the space of ten days; porclosing the said books of subscription, or within five

time

the

able.

days thereafter, the said commissioners shall pay over to the said directors the whole amount of money which they, or any of them, may have received upon the said subscription; and it shall be lawful for the directors of the said company to demand from the said stockholders, respectively, all such sums of money by them subscribed, at such times and in such proportions, not exceeding the sum of ten dollars on each share at any one time, as they shall deem proper, giving at least thirty days' previous notice, under pain of forfeiting the said shares of said stockholders and all previous payments thereon, if the payments shall not be made within thirty days after such notice as aforesaid shall have been published in a newspaper published at Freehold, in the county of Monmouth; but no two instalments shall be required to be paid within thirty days of

each other.

7. And be it enacted, That the stock and property of the Stock transfer said corporotion, of whatever nature or kind, shall be deemed personal estate, and shall be issued in such form, and be transferable in such manner, as shall be prescribed by the by-laws of said corporation.

registered.

8. And be it enacted, That the directors shall at all times Transfers to be keep, or cause to be kept, proper books of account, in which shall be regularly entered all the transactions of the said corporation; which books shall, at all times during business hours, be open to the inspection of the stockholders of the said company, or their legal attorney or attorneys; and that no transfer of stock shall be valid or effectual until such transfer shall be entered or registered in the book or books to be kept by the said corporation for that purpose.

9. And be it enacted, That the corporation hereby created Restrictions and shall continue twenty-five years, and shall possess the general general powers. powers, and be subject to the restrictions and liabilities, set forth in "An act concerning corporations," approved on the fourteenth day of February, eighteen hundred and forty-six, so far as the same are applicable.

Approved, March 4, 1846.