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An Act to incorporate the Year-Clock Company.
1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That James R. Mills, Josiah Rhodes, Names of corpoDavid Seaman, John Kennedy, and Abraham V. Spear, and rate their associates and successors, are hereby constituted a body corporate, by the name of the Year-Clock Company," for the purpose of manufacturing clocks and time-keepers in the county of Essex, in this state, and not elsewhere, and of carrying on the business incident thereto, and to rent and use any surplus water or steam power for other lawful manufacturing purposes.
2. And be it enacted, That the stock, property, and con- Time and mode cerns of the said corporation shall be managed and conducted of annual elec
tion of directors. by five directors, being stockholders (one of whom shall be president), who shall hold their offices for one year and until others are chosen; and the said directors shall be chosen on the second Monday of January in every year, at such place and time as shall be directed by the by-laws of the said corporation, and public notice thereof shall be given two weeks previous, in a newspaper printed in the said county of Essex, and each stockholder shall be entitled, in person or by proxy, to one vote on each share of stock held by him or her, and the five persons receiving the greatest number of votes, and being stockholders, shall be directors; and all vacancies occurring, by death, resignation, or otherwise, among the directors named in this act, or those hereafter chosen, shall be filled by such person or persons as a majority of the remainder of the directors shall appoint; and a majority of the directors shall be a quorum for transacting the business of the said corporation; and that the said James R. Mills, Josiah Rhodes, David Seaman, John Kennedy, and Abraham V. Spear shall be the first directors of the said corporation, and shall hold their offices until others are legally chosen.
3. And be it enacted, That the capital stock of the said Amount of cacompany shall be divided into shares of one hundred dollars pital stock. each, and, as soon as the sum of fifteen thousand dollars of the capital stock shall be subscribed and paid in, and a certificate thereof made of the amount so paid in, signed and sworn or af. firmed to by a majority of the directors, and the same recorded in the office of the clerk of the said county of Essex, and published for two weeks in a newspaper printed in the said county of Essex, it shall be lawful for the said company to commence their said business; and the said company may increase its capital stock from time to time, as the same shall become necessary, until it shall amount to the sum of one hun
oard of direstock shall be opene books of subscrip
dred thousand dollars; and shall, within thirty days after the payment of the last instalment of every such increase of said capital stock, as may be determined on by the said company, make a certificate of the amount so added and paid in; and a majority of the directors shall sign and swear or affirm to the same, and cause it to be recorded and published in the manner and form aforesaid.
4. And be it enacted, That the books of subscription to the Books of sub- said capital stock shall be opened under the direction of the scription to be inondate diventare and si opened.
board of directors, and subject to such rules and conditions as they may prescribe; and it shall be lawful for the directors, or a majority of them, from time to time to call for and demand from the stockholders, respectively, all such sums of money by them subscribed, at such times and in such proportions as they shall deem proper, under the penalty of forfeiting the shares, and all previous payments thereon, if such payments shall not be made within thirty days after the day fixed for that purpose by public notice, previously published for two weeks in a newspaper printed in the said county of Essex, designating the proportion of such payment per share, and the time and place where, and to whom ihe same shall be made.
5. And be it enacted, That the stock of said corporation Stock transfer
shall be deemed personal property, and transferable on the books of the company, in such manner as the by-laws may provide ; but no stockholder indebted to the company shall be permitted to make any transfer or receive a dividend until such debt be paid ; and whenever any transfer of shares shall be made for collateral security, and not absolutely, the same shall be so expressed in the entry of said transfer.
6. And be it enacted, That in case it should happen at any Corporation not time that an election should not be made on the day designated to be dissolved by this act, the corporation shall not for that cause be deemed for failure to elect on day to be dissolved, but it shall be lawful to hold such election on
some future day.
7. And be it enacied, That this act shall continue in force Limitation for the term of twenty years, and the said corporation shall
possess the general powers, and be subject to the restrictions and liabilities, contained in the act entitled, “ An act concerning corporations," approved the fourteenth day of February, one thousand eight hundred and forty-six, so far as the same. are applicable.
Approved, February 25, 1846...
ÁN ACT to incorporate the Raritan Mining and Manufactur:
WHEREAS Albert Cammann has, in behalf of himself and his Preambler
future associates, by his petition set forth that he is proprie. tor, by lease and in fee, of certain tracts of land in the county of Middlesex, 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 state ; 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 Albert Cammann, and such Names of corothers as may hereafter be associated with him for the pur- porators. poses 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 Style and gene
ral powers. Raritan Mining and Manufacturing Company;" and, by that name, they and their successors and assigns shall and may have continual succession, and shall be persons 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 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 that they and their successors, by the same name and style, 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, Time and mode and affairs of the said corporation shall be managed and con- of annual elec
tion of directors 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 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 onc 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 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 a majority of them, shall appoint ; provided always, that the number of directors shall not exceed five persons.
3. And be it enacted, That in case it should at any time bapCorporation not pen that an election of directors should not be made on the dissolved for day that pursuant to this act it ought to be made, the said corfailure to elect on day prescribo poration shall not for that cause be deemed to be dissolved ;
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 cor
poration shall not exceed the sum of two hundred and fifty Amount of ca. pital stock. thousand dollars, and that a share in the said stock shall be
one hundred dollars ; and it shall 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 pain 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 or demand in the newspapers before mentioned.
5. And be it enacted, That a majority of the directors for
is the time being shall form a board or quorum for the transactpowers and du. ing 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 States or of this state, as to them shall appear necdful and proper touching the management and disposition of the stock, property, estate, and effects of the said corporation, the election of directors, and all such other matters as pertain to the concerns of the said corporation.
6. And be it enacted, That nothing in this act contained Restrictions.
shall authorize said corporation to use its funds for banking operations, or the loan of moneys, or for any other purposes, except for the benefit of the mining and manufacturing operations.
7. And be it enacted, That the stock of the said company Stock transfershall be deemed and considered personal estate, and be trans. able. ferred in such manner as shall be prescribed by the by-laws of the said company; and for all debts which shall be due and owing by the said company, the persons then composing such company shall be individually responsible, to the extent of their respective shares of stock in said company, and no further; but this shall not be construed to exempt the said corporation, or any estate, real or personal, which they may hold as a body corporate, from being liable.
8. And be it enacted, That no transfer of stock of said com- Transfers to be pany shall be valid or effectual until such transfer shall be en- registered. tered or registered in the book or books to be kept by the president and directors for that purpose, which book shall at all times be open to the inspection of the stockholders. 9. And be it enacted, That the contracts entered into by the Contracts made
by its command said Albert Cammann, touching and concerning leases of any bindi part of the said tract or tracts of land, shall be, and the same pany. are hereby made obligatory on the president and directors. hereafter elected, and their successors, to fulfil the same, as if made by themselves. 10. And be it enacted, That this act shall be, and hereby is Act to be a pube
iic act. declared to be a public act, and shall be judicially referred to by all judges and justices, and others, without being specially pleaded.
11. And be il enacted, That this act shall continue in force for twenty years.
Approved, February 25, 1846.
A further supplement to the act entitled, “ An act to incorpo
rate the Morris and Essex Railroad Company,” passed January twenty-ninth, eighteen hundred and thirty-five.
1. Be It ENACT: D by the Senate and General Assembly of the State of New Jersey, That the act passed March second, Time fo eighteen hundred and thirty-six, entitled, “A supplement to the struction of
and branch road. charter of the Morris and Essex Railroad Company," passed January twenty-ninth, eighteen hundred and thirty-five, shall not be so construed as to limit the time for the construction of the branch or lateral roads, in said supplement mentioned, ta the fourth day of July, eighteen hundred and forty-five.