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Subsequent elections.

Notice.

Votes.

how conduct.

ed.

the said election shall be holden within two months after the capital stock shall have been subscribed.

$14. The directors for every subsequent year shall be elected on the second Tuesday of June in every year, at such time of day, and at such place within the village of Salina, as a majority of the directors for the time being shall, by resolution to be entered on their minutes, appoint; and shall hold their offices one year, and until others are elected in their stead.

$ 15. Public notice of every election under this act shall be given by the commissioners or directors, not less than fourteen days previous to the time of holding such election, by an advertisement to be inserted in one or more of the newspapers printed in the town of Salina.

$ 16. Each stockholder at the time of the first election of directors, shall be entitled to one vote on each share of stock which he shall have held in his own right, at least fourteen days previous to the time of voting; and at every subsequent election, each stockholder shall be entitled to one vote on each share of stock which he shall have held for the time required by law, except that in case any one person shall hold more than eight hundred shares, including all others. which may be held in trust for him, no more than eight hundred votes shall be given upon all such shares.

Elections $ 17. All elections for directors shall be by ballot, and the thirteen persons who shall have the greatest number of votes shall be directors; and if at any election two or more persons have an equal number of votes, then the directors who shall have been duly elected, shall proceed by ballot, and by plurality of votes, to determine which of the said persons so having an equal number of votes, shall be director or directors, so as to complete the whole number.

Vacancies,

President.

Banking when to com

mence.

$18. If any director shall remove out of the state or cease to be a stockholder to the amount of twenty-five shares, his office shall be deemed vacant; and whenever any vacancy shall happen among the directors, such vacancy shall be filled for the remainder of the year in which it shall happen, by such person as the remainder of the directors for the time being, or a majority of them, shall appoint.

$ 19. The directors elected, as soon as may be after their election, shall proceed to elect one of their number by ballot, to be their president.

$ 20. The said corporation shall not commence the business of banking until the whole of the capital stock of the corporation shall have been paid to the said corporation in specie or current bank bills; and no check, draft or certificate of deposit shall be received; and an affidavit shall have been made by the president and cashier of said corporation, and filed with

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the comptroller, setting forth that such payment has been made,
and that no loan has to the knowledge of such officers been
made to enable any stockholder to pay up the amount of his
shares or any part thereof, under any implied or express agree-
ment that such loan was to be repaid by a discount of any
note or other security by such corporation: and any wilful
false swearing in any such oath, shall subject the person guilty
thereof, to the pains and penalties of perjury.

$21. The directors of the said corporation shall have power, Officers. from time to time, to appoint so many officers, clerks and servants, for carrying on the business of the corporation, and with such compensation as to them shall seem meet.

$22. The directors for the time being shall also have power By-laws. to make and prescribe such by-laws, rules and regulations as shall be needful, touching,

1. The government of the said corporation, and the management and disposition of its stock, business, property, estate and effects:

2. The time, manner and terms at and upon which discounts and deposits shall be made and received in and by the

same:

3. The duties and conduct of the officers, clerks and servants employed by the said corporation; and,

4. All such matters as may appertain to the concerns of the institution.

$23. The directors for the time being shall have power calls on to require the stockholders respectively to make payment of stockholders. all sums of money by them subscribed, at such time and in such proportions as such directors shall see fit, under pain of the forfeiture of their shares upon which such payments are required, and all previous payments thereon, to the said corporation.

S 24. The directors shall give notice of every such call, by Notice therenotice to be published at least once a week, for four weeks of successively, in one or more of the newspapers printed in the town of Salina and in the state paper; which notice so to be published, shall be a sufficient call on each stockholder, to authorise, in case of his default to comply therewith, the forfeiture above provided.

ble.

$25. The obligations, contracts, bills, notes and other evi- Bills, notes, dences of debt, made or issued by the said corporation, shall e. assignabe obligatory on the said corporation, and be assignable and negotiable in like manner as if made or issued by a private person; and every evidence of debt issued under the seal of such corporation, assigned by endorsement thereon, shall enable the assignee thereof to maintain an action thereupon in his own. name; but every note, bill or evidence of debt, purporting to

Dividends.

Transfers.

Penalty.

In case of ne

sal to redeem

notes.

be a bank note to be issued by said corporation, shall be deemed and taken to be payable at the banking house of the said corporation.

$ 26. It shall be the duty of the directors of the said corporation, to make dividends half yearly or otherwise, of so much of the surplus profits arising from the business of the said corporation, as they, or a majority of them, shall deem advisable.

$ 27. No transfer of any stock in the said corporation shall be valid, until such transfer shall have been registered in a book to be kept for that purpose by the directors of such corporation; which book shall at all reasonable hours of transacting business, be open to the examination of any person having in his possession any note, bill or other evidence of debt, issued by such corporation, the payment of which shall have been refused, or of any stockholder of such corporation.

S 28. If any officer of such corporation having charge of such books, shall refuse to permit the same to be examined as aforesaid, he shall for every such offence, forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal shall have been made.

$ 29. If at any time the president, directors and company of glect or refu- the said corporation shall neglect or refuse, for ten days after demand at their banking house, during the regular hours of doing business, to redeem in specie any evidence of debt issued by the said corporation, the said president, directors and company shall discontinue and close, until they shall resume payment as aforesaid, all their operations and business, except the securing and collecting of debts due or becoming due to the said corporation, unless they shall be permitted to proceed in their ordinary banking operations under the section next following."

Application

$30. The said corporation may, after the payment of its to cbancellor. debts shall have been refused, apply to the chancellor, by petition, accompanied by a full disclosure of the state and affairs of the corporation, for leave to proceed in its business; and if such chancellor, after due examination, shall find that the proceedings of said corporation have been fair and without fraud, and that such corporation is in a condition to resume its operations, he may, by an order to be entered in the minutes of the court of chancery, permit the said corporation so to do.

Damages.

$31. The said corporation shall be liable to pay to the holders of every evidence of debt made by it, the payment of which shall have been demanded and refused, damages for non-payment thereof, in lieu of interest, at and after the rate of ten per cent per annum, from the time of such refusal until the payment of such evidence of debt, and the damages thereon.

$32. It shall not be lawful for the said corporation to re- Restriction. deem bills, notes or other evidences of debt of any monied institution, without the jurisdiction of this state, and which shall be made payable at the said bank of Salina; and it shall not be lawful for said corporation to give public notice that it will redeem the bills, notes or other evidences of debt of any monied institution beyond the jurisdiction of this state.

cre.

$33. The said corporation shall possess. the general pow- General pow ers of a corporation as defined in the eighteenth chapter of the first part of the Revised Statutes, and shall be subject to the operation of the provisions contained in that chapter, except so far as the same are modified by the act recited in the next following section.

1819

$34. The said corporation shall be subject to the provisions Subject to act contained in the act entitled "An act to create a fund for the of April 2, benefit of the creditors of certan monied corporations, and for other purposes," passed April 2, 1829, so far as the same shall be in force at the time of passing this act.

S35. It shall not be lawful for the said corporation to take Loans. a hypothecation of its own stock as security for any loan or discount made by said corporation.

$36. The legislature may at any time modify, alter or re- Rights repeal this act or any of its provisions.

CHAP. 207.

AN ACT to amend the Act entitled "An Act to incorporate the Buffalo and Hamburgh Turnpike Company,” passed January 23d, 1830.

Passed April 20, 1832.

The People of the State of New-York, represented in Senate and Assembly, do enact as follows:

S1. The Buffalo and Hamburgh turnpike road shall terminate on the north bank of the Big Buffalo creek, at or near the place where the former bridge was erected.

$ 2. The time for completing said road is hereby extended until the twenty-third day of January, one thousand eight hundred and thirty-seven.

served.

47

Corporation

created.

Capital stock

Subscriptions to stock.

CHAP. 208.

AN ACT to incorporate the Poughkeepsie Whaling
Company.

Passed April 20, 1832.

The People of the State of New-York, represented in Senate and Assembly, do enact as follows:

$1. James Hooker, Matthew Vassar, Gilbert Brewster, Walter Cunningham, Thomas L. Davies, and such others as now are or hereafter may be associated with them, for the purpose of engaging in the whale fishery in the Atlantic and Pacific oceans and elsewhere, and in the manufacture of oil and spermaceti candles, are hereby constituted a body corporate, by the name of the Poughkeepsie Whaling Company, to be located in the village of Poughkeepsie.

$ 2. The capital stock of the said corporation shall not exceed the sum of two hundred thousand dollars, and be divided into shares of fifty dollars each; but it shall be lawful for the said corporation, when and so soon as fifty thousand dollars of the said capital stock shall have been subscribed and paid in, and an affidavit to be made by the president of the said company, showing that the said sum of fifty thousand dollars has been so paid in, shall be filed in the office of the secretary of state, to commence its said business, and with that capital to conduct and carry on the same, until they shall find it expedient to extend their capital, which they are authorised to do, from time to time, to the amount herein before mentioned.

S3. The subscription to the said stock shall be opened under the direction of James Hooker, Matthew Vassar, Gilbert Brewster, Walter Cunningham, Thomas L. Davies, Paraclete Potter, Nathan Conklin, Alexander J. Coffin and Richard Pudney, who are hereby appointed commissioners for that purpose, and authorised to receive subscriptions to the said capital stock, on such days and at such places in the village of Poughkeepsie as they shall appoint, giving at least fourteen day's previous notice of such time and place of receiving subscriptions in two of the public newspapers, one printed in the said village of Poughkeepsie, and the other in the city of NewYork; and the sum of five dollars on each share subscribed, shall be paid to the said commissioners at the time of subscribing as aforesaid; and in case the amount of two hundred thousand dollars of the stock shall not be taken on said day, then the said commissioners, may on such other day or days, and at such other place or places as they shall from time to time appoint, receive further subscriptions, until the whole required capital stock shall have been subscribed for and taken up.

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