lation of the provisions of this act, the legislature may repeal, alter, or modify the same, as in their opinion, the public good may require. Passed February 28, 1835. Preamble. ration, AN ACT to incorporate the "Jersey City Marine and Fire WHEREAS, Sundry inhabitants of Jersey City and vicinity, in Sec. 1. BE IT ENACTED by the Council and General Assembly of this state, and it is hereby enacted by the authority of the same, That all such persons as shall become stockholders to the capital stock hereinafter mentioned, their successors and assigns, shall be, and hereby are, constituted and made a body politic and corporate, by the name and style of "The Style of corpo- Jersey City Marine and Fire Insurance Company," and by that name shall be known in law, and have power to sue and be sued, and to defend and be defended, in all courts, whether in law or equity; and by that name, may also have, purchase, possess and enjoy, to them and their successors, lands, tenements and hereditaments, goods, chattels, and effects, of what nature and kind soever, necessary for the purpose of this corporation; and the same to grant, demise, Powers and pri- alien and dispose of at pleasure, for the benefit of said comvileges. pany; and may, also, have a common seal, and alter and renew the same at their pleasure; and, also, to make and establish such by-laws and regulations as shall seem necessary and expedient for the well ordering and government of said institution, and to put the same into execution; provided, that the same be not contrary to the laws of the United States, nor of this state. Proviso. Sec. 2. And be it enacted, That the capital stock of the said company shall be two hundred and fifty thousand dol lars, to be divided into shares of fifty dollars each; and that twenty-five thousand dollars of the said stock shall be sub"scribed and actually paid, before the said company shall be allowed to commence business. Sec. 3. And be it enacted, That the sums subscribed shall be paid to the persons hereinafter mentioned, in the following manner: five dollars on each share at the time of subscription, and the remainder to be paid in such instalments, and at such times, as the president and directors may appoint. Mode of pay ment of sub- Sec. 4. And be it enacted, That the secretary of said company shall give notice in two of the newspapers published Notice of payin the town of Newark, and at least two of the daily papers ments of instal published in the city of New-York, for at least twenty days ments, preceding the day when each instalment is to be paid; and the person or persons failing to pay any such instalment, for the space of thirty days after such time of payment, to the person appointed to receive the same, shall forfeit to the said company all and every such shares whereon there shall be a deficiency, and all moneys previously paid thereon. Qualification of Time and mode Sec. 5. And be it enacted, That the stock, property, affairs, and concerns of the said company, shall be managed and conducted by fifteen directors; who may respectively directors. hold their offices for one year, and until others may be chosen, and no longer; which directors shall, at all times during their continuance in office, be stockholders in the said company in their own right, and shall be citizens of New-Jersey; and the said directors shall hereafter be elected on the first Monday in December in each and every year, at such of electing d hour of the day, and at such place in Jersey City, as the rectors. board of directors for the time being, shall appoint; of which election, public notice shall be given in one of the newspapers published in the town of Newark, and in the city of New-York, at least two weeks previous to such election; and every such election shall be made by ballot, and by a plurality of the votes of the stockholders then present, or represented by their proxies, but no share shall entitle the holder to vote unless the same has been held by him at least twenty days next immediately preceding such election, nor unless such stockholder be a citizen of the United States; and the first directors shall be John M. Cornelison, Hartman Van Waggonen, John Cassedy, Robert Gilchrist, John Griffith, Dudley S. Gregory, John K. Goodman, William Glaze, Cornelius Van Vorst, William R. Taylor, Asa Wright, Samuel Cassedy, Francis Morris, John Gilbert, and Joseph Dodd, who shall respectively hold their offices until the first Monday of December, in the year of our Lord one thousand eight hundred and thirty-five, and until other directors are chosen in their stead. Sec. 6. And be it enacted, That the directors herein be i chosen. fore mentioned, shall, as soon as convenient after the passing of this act, and the directors annually chosen, agreeably to the provisions of this act, shall, as soon as convenient after their President to be election, proceed to choose out of their body, one person, to be a president, who shall be an inhabitants of the township of Bergen, in the county of Bergen, and shall preside until the next annual election thereafter; and in case of death, resignation or inability to serve, of the president How vacancies or any directors of said company, such vacancy or vacancies supplied. may be filled, for the remainder of the term, by such person as the board of directors may appoint; in case of the absence of the president, the board of directors shall have power to appoint a president pro tem., who shall exercise all such powers and duties as the by-laws of the said company may provide; provided, that the president of the said company, shall hold his office at the pleasure of the board of directors, and be subject to their removal. Proviso. Officers to be appointed. Commissioners to receive sub scriptions. Objects of incorporation. Manner in Sec. 7. And be it enacted, That the board of directors, for the time being, shall have full power to appoint a secretary, and such other officers as may be requisite for effecting the business of the said company; and also, to allow them, respectively, such compensation for their services, as may, in their judgment, be deemed reasonable. Sec. 8. And be it enacted, That John M. Cornelison, Robert Gilchrist and John Griffith, be appointed commissioners, to take in subscriptions to the capital stock of this company; that the subscription books be opened by the commissioners aforesaid, at Jersey City, first giving notice thereof, for two weeks, in one of the papers printed at Newark, and one of the daily papers, printed in the city of New-York; and shall continue open, from day to day, (Sundays excepted,) for ten days, unless the whole capital stock shall be sooner subscribed. Sec. 9. And be it enacted, That it shall and may be lawful for the said company to insure houses, buildings of any description, and personal property, of whatsoever kind, against loss by fire; also, ships, steam-boats or other boats, and vessels, and the property contained therein, against loss. or damage, by fire or other casualty; and the said company shall be liable for all loss sustained by fire, or other casualty, agreeably to, and on such terms and conditions, as shall be contained in the policy. Sec. 10. And be it enacted, That all policies or contracts founded thereon, which shall be made or entered into which policies by the said company, may be made either under or without are to be made. the seal thereof; and shall be subscribed by the President, or President pro tempore, or by such other officer, as may be designated for the purpose by the by-laws of said corpora tion, and attested by the Secretary; and being so subscribed and attested, shall be binding and obligatory upon the said company, according to the tenor, intent and meaning of this act, and of such policies or contracts; and all such policies and contracts may be so made, subscribed, attested and executed, and the business of the said company may be otherwise conducted and carried on, without the presence of the whole board of Directors, but by such committee or otherwise, as the said board may direct; and the same shall be binding and obligatory on the said company. Sec. 11. And be it enacted, That the number of votes of each stockholder in the company, shall be estimated ac- Manner of cording to the number of shares which such stockholder may voting. have in his own right, that is to say: for every share, and not exceeding ten shares, one vote; every five shares above ten, and not exceeding fifty, one vote; and for every ten shares above fifty, one vote. tion. Sec. 12. And be it enacted, That for the well regulating and conducting of the election of Directors, the President Judges of elecfor the time being, shall previously thereto, appoint three stockholders, not being Directors, to be judges of the election, who shall conduct and regulate the same; and seven Directors shall constitute a quorum for the transaction of busi ness. stockholders Sec. 13. And be it enacted, That the board of Directors, or any number of stockholders, being proprietors of at least How meeting of one-half of the stock, may at any time, call a meeting of the may be constockholders, for the transaction of the business of said com- vened. pany, previously advertising the time and place of said meeting, for at least two weeks, in a paper printed in the county of Bergen, or some paper in the town of Newark, or the city of New-York, and mentioning the object of such meeting. and transferable Sec. 14. And be it enacted, That the stock of said company shall be assignable and transferable, according to such Stock assignable rules, and subject to such restrictions and conditions, as the board of Directors may, from time to time establish; and that the said stock shall be considered personal property. What rea! es Sec. 15. And be it enacted, That it shall and may be lawful for the said company, to purchase and hold, such and so much real estate, as shall be necessary for their convenient tate company accommodations in the transaction of their business; and may hold. also, to take and hold any real estate or securities, bona fide mortgaged or pledged to the said company, or to secure the payment of any debt, which may be contracted with the said company; and also, to proceed on the said mortgages or securities, for the recovery of the moneys thereby secured, Proviso. Semi-annual made. either at law or in equity, or otherwise, in the same manner as any other mortgagee is, or shall be authorized to do; and also, to purchase, on sales made by virtue of any judgment at law, or any order or decree of a court of equity, or any other legal proceedings, or otherwise to receive and take any real estate in payınent, or towards satisfaction of any debt previously contracted, and due to the said company, and to hold the same, until they can conveniently sell or convert the same into money, or other personal property; Provided, that it shall not be lawful for the said company to use or employ any part of the stock, funds or money thereof, for or in any banking operations, or in the purchase or sale of any stock, or funded debt created, or to be created, under any law of the United States, or any particular state, or to emit any notes, or bills, or securities for the payment of money, except under the seal of the said company, or in doing any other business not designated by this act; but it shall, nevertheless, be lawful for the said company, to purchase and hold any such stock, or funded debt, for the purpose of investing therein, any part of their capital stock, funds or moneys; and also, to sell and transfer the same; and again to renew such investments, when, and as often as the exigencies of the said company, or a due regard to its interest shall require; and also, to make loans of their capital stock, funds or moneys, on bonds and mortgages, and the same to call in and re-loan, as occasion may render expedient. Sec. 16. And be it enacted, That it shall be lawful for the Directors of said company, to make dividends of so much of the profits of the company as shall appear advisable; and the dividends to be said dividends shall be paid out semi-annually to the stockholders, or their legal representatives; but the dividends shall not at any time exceed the amount of clear profits made by the company, but the capital stock shall be and remain unimpaired; and if the said Directors shall at any time knowingly make a dividend of the capital, as aforesaid, they shall be individually liable for the proportion of the stock so divided, and an action of debt may be brought against them, or any of them, their heirs, executors, or administrators, in any court of record in this state, by any creditor of said company, and may be prosecuted thereon to judgment and execution; and each Director present when such dividend shall be declared, shall be adjudged to be consenting thereto, unless he forthwith enter his protest on the minutes of the board, and give further notice to the stockholders of the declaring such dividend. Annual state Sec. 17. And be it enacted, That at the annual meeting for the choice of Directors, a statement of the affairs and busito be exhibited. ness of the company, for the preceding year, shall be made ment of affairs |