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AN ACT to authorize James Bird and Aaron Vansyckle, junior, executors

of Joseph Bird scnior, deceased, to convey to John P. Yawger certain lands therein mentioned.

WHEREAS it is represented, that Joseph Bird, senior, late of the

township of Bethlehem, in the county of Hunterdon, de- Preamblo. ceased, in his lifetime, by article of agreement, under his hand and seal, bearing date the sixteenth day of December, in the year of our Lord one thousand eight hundred and thirty, did agree to sell and convey to John P. Yawger, of the township of Lebanon, in said county, a certain tract of land, whereon Robert T. Bird then lived, adjoining lands of Joseph Ramsey, Timothy Porter, deceased, and Benjamin Low and others, conveyed by Harman Ditts and Christian his wife, to the said Joseph Bird, by deed, bearing date the thirty-first day of July, eighteen hundred and seventeen, supposed to contain one hundred and fifty-one acres, more or less; and a certain lot of land adjoining said place and lands. of Peter Huffman, supposed to contain twenty-four acres, three roods, and nineteen perches, conveyed by John Ditts and wife to the said Joseph Bird, by deed, bearing date the third day of May, eighteen hundred and sixteen, for the con- ; sideration of three thousand dollars, to be paid in six equal payments, of five hundred dollars each; the first thereof, to be paid on the first day of April, eighteen hundred and thirtyone; the second, on the first day of May, eighteen hundred and thirty-two; and the others annually, thereafter: that the said John P. Yawger, in pursuance of said agreement, took possession of said premises, and paid the two first payments thereon, and that the said Joseph Bird hath departed this life, without having executed a deed for said premises, having made and published his last will and testament in writ


'capable of purchasing, holding, using, and conveying any estate, real or personal, for the use of the said corporation.

Sec. 2. And be it enacted, That the capital stock of the Amount of

said corporation shall be seventy-five thousand dollars, which capital stock. shall be divided into seven hundred and fifty shares, of one

hundred dollars each, and be deemed personal property, and transferable in such manner as the said corporation shall, by their by-laws, direct: and it shall be lawful for said company to commence the said business, or any part thereof, and, with such capital, conduct and carry it on; and if they shall at any time deem it expedient to extend their operations, and for that

purpose to increase the capital stock, they are hereby authorized May be in- so to do, to any amount not exceeding one hundred and fifty creased. thousand dollars in the whole.

Sec. 3. And he it enacted, That the stock, property, affairs,

and concerns of the said corporation shall be managed and Number of

conducted by five directors, who may respectively hold their directors.

offices for one year, and until others may be chosen, which · directors shall, at all times during their continuance in office, be stockholders in said company in their own right.

SEC. 4. And be it enacted, That David Henderson, John V. Commission. B. Varick, Robert Gilchrist, John Cassedy, and J. Dickinson ers to receive Miller, of Jersey City, Edward Cook, George Tingle, and John subscriptions Steele, of New York, shall be commissioners to receive subfor stock.

scriptions for the capital stock of the said corporation, by opening books for that purpose at the city of Jersey, in the county of Bergen; 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 installment to be then paid, by advertisement in one of the newspapers

printed in this state, and also in one printed in the city of New Election of

York; and, as soon as the same shall be subscribed, the said directors.

commissioners shall, by ten days' public notice, published in like manner, call a meeting of the stockholders of the said company for an election of directors; and the said commissioners shall be inspectors of the first election of directors, who shall be chosen at the time and place appointed by such of the stockholders as shall attend for that purpose, either in person or by lawful proxy, each share entitling the holder thereof to one vote: and the said commissioners shall certify, under their hands, the names of those duly elected directors, 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 the said commissioners; but annually thereafter the said directors shall, by public notice as aforesaid, call meetings of the stockholders for the election of directors of the said company, and shall appoint three of the stockholders, not being directors, as inspectors and judges of such election.

Sæc. 5. And be it enacted, That the directors first chosen,

or that may hereafter be chosen as aforesaid, shall, as soon as Directors to may be after their appointment, proceed to choose, out of their choose a preown body, a president; and in case of the death, resignation, sident. refusal, or inability to serve, of the president or any of the di

- How vacanrectors, the vacancy thereby occasioned may be supplied by cies supplied. appointments, to be made by the board of directors; and in case of the absence of the president, the board of directors may appoint a president pro tempore.

Sec. 6. And be it enacted, That the said corporation shall have full power to make, constitute, ordain, and establish, by and with the consent of a majority, in value, of the persons interested in said company, such by-laws, rules, ordinances, and regulations, as they, from time to time, shall judge proper, for the election of directors, and the time and manner of the elec- Quorum of tion; that a majority of the board of directors shall form a directors. quorum for the transaction of business, and shall have power to make and prescribe all other by-laws, rules, ordinances, and regulations, not repugnant to the laws and constitution of the United States or of this state, as sha'l appear to them to be Powers and proper and needful touching the management and disposition duties of diof the stock, estate, property, effects, and profits of the said rectors. corporation; the appointment of officers, clerks, and servants, and their compensation; and may, at their discretion, remove and discharge from their employ any manager or other person engaged in the business of the company, and supply their places by the appointment of others: and it shall be lawful for the said directors to call and demand from the stockholders, respectively, all such sums of money by them subscribed, at such time and in such proportions as they shall deem proper, under S

ed on failure pain' of forfeiting the shares of said stockholders, and all pre- to o

ang, all pre- to pay installvious payments thereon, if such payment shall not be made ments. within twenty days after a notice requiring such payment shall have been pụblished for that time in one or more newspapers published in this state, and also in one or more of the newspapers printed in the city of New York.

Sec. 7. And be it enacted, That in case it shall happen that com an election should not be made on the day that pursuant to the not dissolved by-laws to be ordained by the said company, it ought to be by failure to made, the said corporation shall not, for that, be deemed to elect on day be dissolved, but it shall and may be lawful to hold such elec-P tion on such other days as shall be prescribed by such by-laws; and the directors then in office shall, respectively, continue until others shall be appointed in their stead.

Sec. 8. And be it enacted, That the directors shall at all Books subject times keep, or cause to be kept, at their manufactory, proper to inspection books of account, in which shall be regularly entered all the of directors. transactions of said corporation, which books shall be subject An

ment to be at all times to the inspection of any director; and that at every laid before annual meeting of the stockholders for the purpose of choosing stockholders. directors, the directors shall lay before them a general state

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