Capital stock sons, body politic or corporate, against losses or damage by fire, of any houses, manufactories, or buildings whatsoever, and of machinery, and of any goods, chattels, or personal estate whatsoever, or of ships and vessels in port, and while building, for such term or terms of time, and for such premium or consideration, and under such modifications, limitations and restrictions, as may be agreed on between the said corporation and the person or persons agreeing with them for such insurance. III. And be it further enacted, That the capital stock of the said corporation shall be two hundred and fifty thousand dollars, which shall be divided into shares of fifty dollars each. And it shall not be lawful for the said corporation to make any insurance or insurances, under or by virtue of this act, until the whole amount of the capital stock shall have been subscribed and paid Mortgages for, or secured to be paid, by mortgages upon unincumbered real estate, of at least fifty per cent. above the value for which the same shall be mortgaged, by the public stock already created, or hereafter to be created, of the United States or of this state; which mortgages so to be given, shall remain a lien on the several estates to be mortgaged, until the amount thereby secured shall have been actually paid into the funds of the said corporation; and the capital stock of the said corporation, or any part thereof, shall not at any time, consist of any personal security, excepting such as is Misuser by this section specially permitted. And if the said corporation shall do any act or thing whatsoever, contrary to the provisions of this act, all and singular, the rights, liberties and privileges, hereby granted, shall from thenceforth cease and determine; and each and every director or other member of the said corporation, who may have agreed or voted for any such act or thing, contrary to the provisions of this act, shall be personally holden to each and every person who may sustain any loss or damage in consequence of such illegal act or thing. Real estate to be held Other powers IV. And be it further enacted, That it shall and may be lawful for the said corporation, to purchase and hold such and so much real estate, as shall be necessary for their convenient accommodation, in the transaction of their business, which real estate shall not exceed the value of fifteen thousand dollars; and also to take and hold any real estate, or securities bona fide mortgaged or pledged to the said corporation, either to secure the payment of the shares of the capital stock thereof, or to secure the payment of any debt which may be contracted with the said corporation; and also to proceed on the said mortgages, or other securities, for the recovery of the monies thereby secured, either at law or in equity, or otherwise, in the same manner as any other mortgagee is or shall be authorised to be proceeded on; and also to purchase, on sales made by virtue of any judgment at law, or on any order or decree of a court of equity, or any other legal proceedings, or otherwise to receive and take any real estate in payment, or towards the satisfaction of any debt previously contracted, and due to the said corporation; and to hold the same until they can conveniently and advantageously sell and convert the same into money, or other Proviso sonal property: Provided always, That it shall not be lawful for the said corporation to deal, or use, or employ any part of the stock, funds or monies thereof in buying or selling any goods, per wares or merchandizes, in the way of traffic, or in the purchasing or discounting any bill, bond, note or obligation whatever, or in any banking operations, or the purchase or sale of any stock, or funded debt, created or to be created, under any law of the United States, or of any particular state; but it shall nevertheless be lawfal for the said corporation to purchase and hold any such stock or funded debt, as is permitted by the third section of this act, for the purpose of investing therein any part of their capital stock, funds, or monies; and also to sell and transfer the same when it shall be necessary, by reason of any losses they may have sustained, and again to renew such investments, when and as often as the exigencies of the said corporation shall require; and also to make loans of the capital stocks, funds or monies, on bonds and mortgages, and the same to call in, and re-loan on bonds and mortgages, as occasion may render expedient: And provided further, That the Further pro said corporation shall be bound to sell and dispose of any real estate that may be purchased by virtue of this act, (except such as may be necessary for their accommodation in the transaction of their business) within five years after it acquires the same; and shall not be capable of holding the same, after the expiration of the said five years, but the same shall immediately after the expiration of the said five years, be forfeited to, and vested in the people of this state: And all sales under the mortgages, to be taken and holden by the said corporation, shall be made in the county where the said land mortgaged shall be situated. viso V. And be it further enacted, That the stock, property, affairs Directors and concerns of the said corporation shall be managed and conducted by twenty-one directors, who may respectively hold their offices for one year, and until others may be chosen, and no longer; each of which directors shall at all times during their continuance in office, be stockholders in said company, in their own rights, to the amount of at least twenty shares, and shall be citizens of the United States; and the said directors shall hereafter be elected on the last Monday in May, in each and every year, at such hour of the day, and at such place in the city of New-York, as the board of directors, for the time being, shall appoint; of which election public notice shall be given in two of the public newspapers printed in the city of New-York, at least ten days immediately preceding such elections; and such election shall be holden un- Elections der 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 next immediately preceding such election; and the first directors shall be Francis Cooper, James Warner, Da-· First direc vid Dunhamn, Richard Riker, Denis McCarthy, James I. McDon- tors nell, John Lorimer Graham, John Stewart, Jun. Reuben Wethers, Cornelius Heeney, George W. Talburt, Joseph Smith, Darby Noon, Michael Mulden, Jeremiah F. Randolph, John Wilson, John Flack, Nicholas Salturs, A. W. Clason, Robert Fox, and George Warner, who shall respectively hold their offices until the last Monday in President May, in the year of our Lord one thousand eight hundred and twenty-four, and until other directors shall be elected. VI. And be it further enacted, That the directors herein before named, shall as soon as may be, after the passing of this act, and the directors to be chosen at such annual elections, shall, as soon as may be thereafter, proceed 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, resiguation, or inability to serve, of the president, or any director of the said corpoVacancies ration, such vacancy or vacancies may be filled for the remainder of the year by the board of directors; and, in 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 by the by-laws of the said corporation may be provided. Day of elec tion stock VII. And be it further enacted, That if it shall at any time happen, that an election should not be made on any day, when pursuant to this act it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved; but it shall be lawful, on any other day to make and hold an election of directors, in such manner as shall have been regulated by the by-laws and ordinances of the said corporation. Transfer of VIII. And be it further enacted, That the stock of the said corporation shall be assignable 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; but in case the said corporation shall have any claim or demand against any stockholder thereof, whether such claim or demand is due or to become due at any future period, such stockholder shall not be entitled to make any transfer, sale or conveyance of his stock in the said corporation, or to receive a dividend thereon, until such claim or demand shall be paid, or secured to be paid, to the satisfaction of the board of directors; and unless such claim or demand shall be paid, or secured to be paid in the manner aforesaid, within three mouths after the same shall have become due; then such stock of any such debtor, or so much thereof as shall be sufficient for that purpose, may be sold by the said corporation, and the proceeds thereof applied towards the satisfaction of such claim or demaud. Quaram cretary, &c IX. And be it further enacted, That the president, together with one-third of the directors of the said corporation, shall constitute a board, and be competent to the transaction of all the business of the said corporation, and all questions before them shall Committees, be decided by a majority of voices; and they shall have power to assistants, se appoint committees of directors, and one or more assistants, and also to appoint a secretary and such other officers, 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 time as to theur 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 also 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, By-laws estate and effects of the said corporation, the compensation or wa- insurance &e X. And be it further enacted, That the policies of insurance, Policies of and other contracts founded thereon, hereafter to be made or entered into, by the said corporation, though not under seal, if subscribed by the president, or in case of his abseuce, resignation or inability to act, by such officer or officers, or person or persons, as may be for that purpose authorised by the act of incorporation, or by the by-laws of the said corporation, and countersigned by the secretary, shall be binding and obligatory upon the said corporation; and shall have the like force and effect, to all intents and purposes, as if the seal of the said corporation had been or was affixed thereto, and that an action of covenant, or upon the case, may be maintained thereon against the said corporation: And further, That all such policies or contracts, may be so signed and attested, and all the other business of the said corporation may be conducted and carried on by committees or otherwise, without the presence of a board of directors; and the same shall be binding and obligatory on the said corporation: Provided, The same be Proviso done under or in conformity to the by-laws and ordinances of the said corporation. Limitation XI. And be it further enacted, That this act shall continue for and in kept XII. And be it further enacted, That it shall be the duty of Books to be the president and secretary, or actuary, at least thirty days previous to the annual election as above provided, to prepare sert in a book to be obtained for that purpose, a full and true statement of the funds, property and securities, of the said company, showing the amount in real estate, in bonds and mortgages, in notes and securities thereof, in public debt or other stock, and **the amount of debts due to and from the said company; which statement shall be certified by the president and secretary or actuary, and shall be open to the inspection of every stockholder of the said company, during the usual hours of business in the office thereof, until the day of election; and in case the president and Penalty secretary or actuary, shall refuse, or neglect to prepare such statement, or submit the same when required, to any stockholder, in the manner and time above required, they and each of them shall forfeit and pay to any person so requiring the inspection of such statement, and being at the time of such refusal or neglect, a stockholder of the said company, the sum of fifty dollars, to be sued for and recovered by such stockholder, to his own use, in the court of Stock ledger &c. to be shewn Penalty Assignment of policies Proviso. Responsibili ty for debts Rights reserv common pleas of the city and county of New-York: Provided, such suit be commenced within thirty days after the annual election of said company. XIII. And be it further enacted, That it shall be the duty of the president, secretary or actuary, whenever they shall be required thereto, by any stockholder, to submit to the inspection of such stockholder, the stock ledger or other list of stockholders, kept by this corporation, and to permit any copy or extract to be taken therefrom, and any refusal or neglect so to do, shall subject the officers so offending to the penalties imposed by the twelfth section of this act, to be recovered in the manner therein prescrided. XIV. And be it further enacted, That in case any person or persons named in any policy or contract of insurance, made by the said incorporation hereby created, shall sell and convey, or assign the subject insured during the period of time for which it is insured, it shall be lawful for such insured, to assign and deliver, to the purchaser, such policy or contract of insurance; and such assignee shall have all the benefit of such policy, or contract of insurance, and may bring and maintain a suit thereon, in his own name : Provided, That before any loss happens, he shall give the insurer notice in writing of such assignment, and have the assignment endorsed or annexed to the said policy of insurance. XV. And be it further enacted, That with respect to all debts which shall be contracted by the said corporation, before the time limited for the expiration of this act, the persons composing the said corporation, at the time of its dissolution, shall be responsible in their individual and private capacities, to the extent of their respective shares in the funds of the said corporation, at that time, and no farther, in any suit or action to be brought or prosecuted, after the dissolution of the said corporation. XVI. And be it further enacted, That it shall and may be lawed to the le-ful for the legislature of this state, at any time or times hereafter, to alter, modify or repeal this act. gislature Public act XVII. And be it further enacted, That this act shall be deemed and taken to be a public act, and that the same shall be construed benignly and favorably for every beneficial purpose. D. 1,300,000 ed &c. CHAP. XCVI. AN ACT concerning the Erie and Champlain Canals. Passed March 29, 1823. 1. BE it enacted by the People of the State of New-York, reto be borrow presented in Senate and Assembly, That the commissioners of the canal fund be, and they are hereby empowered, in addition to the loans already authorised by law, to borrow from time to time, during the year one thousand eight hundred and twenty-three, monies on the credit of the state, at a rate not exceeding six per centum per annum, not exceeding one million three hundred thousand dolars; for which monies so to be borrowed, certificates of stock shall be issued in the manner directed in and by the act, entitled, "An |