noon of the same day, and be conducted in the same manner, Elections, how and be subject to the same rules, as elections for state and conducted. county officers are or shall be; and the same duties shall devolve upon the judge of election and the clerk as are to be performed by the board of election and the clerk in other elections; they shall take the same oath or affirmation, as far as applicable, be invested with the same powers, and be liable to the same penalties, the same qualifications for voters shall be required, and the result ascertained in the same manner, and stated according to law.

4. And be it enacted, That a plurality of votes shall be suf- Vacancies, &c., ficient to elect any officer, or to fix the place of holding the how supplied. town meetings or the state and county elections, but a majority of the whole number shall be required to determine an amount of money to be raised or specified; and in case there shall be a neglect or failure to elect any officer by the town meeting, or to fix the place of holding the next town meeting or state and county election, or in case of the refusal of any person elected to accept the appointment, or a vacancy from any other cause, or in case two or more persons have an equal number of votes for the same office, or in case a majority shall not vote for the same sum or amount, or for any amount, the town committee shall, at their next meeting thereafter, fill such vacancy, unless they shall deem a special town meeting for that purpose advisable, determine upon such place, elect between those having an equal number of votes, and determine the amount or sum to be raised or specified.

of town commit

5. And be it enacted, That the clerk of the township shall Clerk of townbe the clerk of the town committee, and shall keep a book of ship to be clerk minutes of the proceedings of said committee, which shall at tee. all times be open to the inspection of the voters of the township; and when the town committee shall fill a vacancy, or elect, in case of a tie between candidates, they shall immediately notify the person or persons so appointed or chosen, and transmit a statement thereof to the clerk of said county.

6. And be it enacted, That the overseers of the poor and school committee shall, at least ten days before the town meeting, prepare and lay before the town committee their annual reports, now required by law to be made to the town meeting; and the town committee shall prepare their annual report, and, at least five days before the town meeting, shall have copies thereof, and of the reports of the overseers of the poor and of the school committee, posted up in three of the most public places in the township, and an intelligible abstract thereof to be published in a newspaper circulating in said township.

7. And be it enacted, That the reports of the town commit

Overseers of the

poor to make

annual report

Reports to be filed.

Provisions of act extended.

Act, when to take effect.

tee, the overseers of the poor, and the school committee, shall be filed and preserved by the town committee: in posting up the list of officers elected, as required by law, the clerk shall add thereto the results of the election in other particulars; the first elections under this act shall be held at the place appointed at the last town meeting, and all special town meetings at the place of holding the last preceding annual town meeting; the same ballot-box shall be used at the town meetings, and provided by the clerk, which is used at the state and county elections; the judge of election and clerk shall receive the same compensation for attending any town meeting as for attending a state or county election, and the town committee shall allow the clerk such compensation, for the additional duties required by this act, as they may deem reasonable.

8. And be it enacted, That the provisions of this act shall extend to the townships named in the first section thereof. 9. And be it enacted, That this act shall take effect immediately.

Approved, March 14, 1846.

AN ACT to authorize the establishment, and to prescribe the duties of manufacturing companies.

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That it shall be lawful for any number Nature of certi- of persons, exceeding four, to associate themselves into a com

ficate to be

made.

pany to carry on any branch or branches of lawful manufactures within this state, upon making a certificate in writing, under their hands and seals, setting forth:

First. The name assumed to designate such company, and to be used in its business and dealings;

Second. The place or places where the business of such company is to be conducted, and the kind or branch of manufactures to be carried on thereat;

Third. The total amount of the capital stock of such company, the amount with which they will commence business, and the number of shares into which the same is divided;

Fourth. The names and residences of the stockholders, and the number of shares held by each;

Fifth. The periods at which such company shall commence and terminate;

Which certificate shall be proved or acknowledged and re- Certificate to be corded in a book to be kept for that purpose in the office of recorded. the clerk of the county where the office or place of business of such company shall be established; and, after being so rccorded, shall be deposited and filed in the office of the secretary of state.

2. And be it enacted, That the said certificate, or copies thereof, duly certified by said clerk or secretary, shall be evidence in all courts and places for and against any such com pany."

when certificate

3. And be it enacted, That, upon making said certificate, Company to be and causing the same to be recorded and filed as aforesaid, the incorporated said persons so associating, their successors and assigns, shall is filed. be, from the time of commencement fixed in said certificate, and until the time limited therein for the termination thereof, incorporated into a company, by the name mentioned in said certificate; provided, that the legislature may at pleasure dissolve any company created by virtue of this act.

4. And be it enacted, That all companies that may be hereafter established within this state under the provisions of this act, and also, the officers of every such company, and the stockholders therein, may exercise the powers, and shall be governed by the provisions, and be subject to the liabilities herein after provided.

5. And be it enacted, That every such company shall have Powers of cor power in law to sue and be sued, plead and be impleaded, an- porations. swer and be answered unto, defend and be defended, in all courts and places whatsoever, and in all manner of actions, suits, complaints, matters, and causes whatsoever; and may have a common seal, and change, alter, and renew the same at pleasure; and, by its corporate name, shall in law be capable of buying, holding, and conveying any lands, tenements, hereditaments, goods, wares, and merchandise, whatsoever, necessary or useful for said company to carry on their manufacturing operations, and all other real estate which shall have been bona fide mortgaged to the said company, by way of security, or conveyed to them in satisfaction of debts previously contracted in the course of dealings, or purchased at sales upon judgments or decrees which shall be obtained for such debts; provided always, that no part of the funds of such company shall be used or employed at any time in banking operations, or for any other purpose inconsistent with the provisions of

this act.

6. And be it enacted, That the business of every such man- Officersafacturing company shall be managed and conducted by the president and directors thereof, and such other officers, agents,,

Directors.

Duties of secretary and trea

surer.

Companies to make by-laws.

Stockholders may vote by proxy.

Notice to be

given of meetings.

and factors as the company shall think proper to authorize for that purpose; and every such company shall have a secretary and treasurer.

7. And be it enacted, That the directors shall not be less than three in number, and they shall be chosen annually by the stockholders, at such time and place as shall be provided by the by-laws of the company, and shall hold their offices for one year and until others are chosen and qualified in their stead; and one of the directors shall be chosen president, either by the directors or by the company, as shall be directed by the by-laws.

8. And be it enacted, That the secretary and treasurer shall also be chosen annually, either by the directors or the stockholders, as the by-laws may direct, and shall hold their offices until others are chosen and qualified in their stead; the secretary shall be sworn to the faithful discharge of his duty, and shall record all the votes of the company and directors in a book to be kept for that purpose, and perform such other duties as shall be assigned to him; and the treasurer shall give bond in such sum, and with such sureties, as shall be required by the by-laws for the faithful discharge of his duty.

9. And be it enacted, That all other officers, agents, and fac tors of the company shall be chosen in such manner, and hold their offices for such terms, as shall be directed by the bylaws.

10. And be it enacted, That every such company may make by-laws for their own regulation and government, with penal ties for the breach thereof, not exceeding twenty dollars; provided, that such by-laws shall not be repugnant to the provi sions of this act or to the constitution and laws of this state or of the United States.

11. And be it enacted, That at all meetings of the company absent stockholders may vote by proxy, authorized in writing; and every company may determine, by its by-laws, the manner of calling and conducting all meetings, what number of shares shall entitle the stockholders to one or more votes, what number of stockholders shall attend, either in person or by proxy, or what number of shares or amount of interest shall be represented at any meeting in order to constitute a quorum; and if the quorum shall not be so determined by the company, a majority of the stockholders in interest shall constitute a

quorum.

12. And be it enacted, That the first meeting of every such company shall be called by a notice, signed by a majority of the persons named in the before mentioned certificate, and designating the time, place, and purposes of the meeting; and

such notice shall, three weeks at least before the time of such meeting, be published in some newspaper of the county where the corporation may be established, or if there be no newspaper in the county, then in a newspaper of an adjoining county.

13. And be it enacted, That every stockholder shall have Stockholders to a certificate, under the seal of the corporation, and signed by have certificate. the treasurer, certifying his property in such shares as shall be

expressed in the certificate.

pital stock.

14. And be it enacted, That every such company may, at Company may any meeting called for that purpose, increase its capital stock increase its caand the number of shares therein; provided, that the stock, when so increased, shall not exceed the total amount fixed in the original certificate.

15. And be it enacted, That the shares of stock in every Shares transfersuch company shall be deemed personal property, and shall be able. transferable on the books of such company in such manner as the by-laws may provide; 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.

given of pay

ment of instal

ments.

16. And be it enacted, That every such company may from Notice to be time to time, at any legal meeting called for that purpose, assess upon each share such sums of money as two-thirds of the stockholders in interest shall direct, not exceeding in the whole the amount at which each share shall be originally limited under the third article of the first section of this act; and such sums so assessed shall be paid to the treasurer, at such times and by such instalments as the directors shall direct, said directors having given thirty days' notice of the time and place. of such payment in a newspaper circulating in the county where such company is established.

quent owners to

be sold.

17. And be it enacted, That if the owner or owners of any Shares of delinshare or shares shall neglect to pay any sum or sums duly assessed thereon, for the space of thirty days after the time appointed for the payment thereof, the treasurer of the company may sell, at public auction, such number of the shares of such delinquent owner or owners as will pay all assessments then due from him or them, with interest and all necessary incidental charges; provided two-thirds of the stockholders in interest shall so direct.

time of sale.

18. And be it enacted, That the treasurer shall give notice Treasurer to of the time and place appointed for such sale, and of the sum give notice of due on each share, by advertising the same three weeks, successively, before the sale, in some newspaper circulating in the county where such company is established, and shall transfer such shares to the purchaser, who shall be entitled to a certificate therefor.