Names of corporators. Amount of capital stock. First directors. CHAPTER LXXXVII. AN ACT to incorporate the Novelty Works of Beverly. 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Charles Murphy, Weart J. Burke, Benjamin S. Fenimore, Albina H. Powers, their associates, successors, and all other persons who shall become stockholders in the corporation hereby created, be and they hereby are constituted a body corporate and politic in law, by the name of "the Novelty Works," for the manufacture and sale of chairs and other furniture, in all its branches, said manufacture to be carried on in the county of Burlington; and by that name shall have continued succession, shall be capable of sucing and being sued in any court of law or equity, shall have the power to make and use a common seal, and alter the same at pleasure, and to purchase and hold, mortgage and convey any lands, tenements, goods and chattels whatsoever, necessary or expedient to the objects of said company. 2. And be it enacted, That the capital stock of said corporation shall be twenty thousand dollars, paid in cash, divided into shares of fifty dollars each, with liberty from time to time to increase the same, and the number of shares therein, to any amount not exceeding in the whole amount the sum of fifty thousand dollars, which shares shall be deemed personal property, and shall be transferable in such manner as the said corporation by its by-laws shall direct; and which stock shall be subscribed, called for, and paid in at such times and places, and in such installments, as the directors may from time to time direct and appoint. 3. And be it enacted, That the property and affairs of the said company shall be managed and conducted by a board of directors, not less than three nor more than five in number, shareholders of said company, to be chosen annually, at such time and place in the county of Burlington, in such manner and upon such notice as the by-laws of the said corporation shall direct, who shall serve for one year and until others are chosen in their stead; and that Charles Murphy, Weart J. Burke, Benjamin S. Fenimore and Albina H. Powers, shall be the first directors of said company under this charter, to continue in office until others are elected or appointed in their stead. powers of 4. And be it enacted, That the directors of said company Duties and shall choose out of their own number a president, and shall directors. have power to appoint such officers, agents, clerks and servants as they may deem expedient; they shall have the power to adopt by-laws and rules for the government of said company, not inconsistent with this charter and the laws of this state and of the United States, to fill vacancies in their own board until the next annual election, to declare stock forfeited for non-payment of any installment or installments, giving at least thirty days previous notice of any call thereof in one newspaper published in the county of Burlington, said notice to be continued therein once each week, and to sell and issue stock in lieu thereof for the benefit of said company. election of 5. And be it enacted, That the first annual election of di- Annual rectors shall be held at the office of said company, in the directors. town of Beverly, in the county of Burlington, on the third day of January next, between the hours of twelve o'clock, noon, and five in the afternoon of said day; or in case of failure to hold such election, at such subsequent time and place as any two of said directors may appoint and thereof give notice; that all elections of directors shall be by ballot, of which two weeks notice shall be given immediately prior thereto, in some newspaper published in the county of Burlington; and if, from any cause, an election of directors shall not take place at the appointed time, it shall not work a forfeiture of this charter, but a new election may be held at any subsequent period upon like notice. Annual report to be made. Annual meet ings, how called. Limitation. 6. And be it enacted, That the directors shall make an annual report to the stockholders of the affairs of the company, of the amount of stock annually paid in, of the assets and debts of the company; and that no dividends shall be declared except from the actual profits of the company. 7. And be it enacted, That if the directors shall neglect or refuse to call annual meetings of the stockholders at the time prescribed by the by-laws of the company, or otherwise, such meetings may be called by any three stockholders; and also, any special meeting of the stockholders may be so called, by notice thereof, signed by said three stockholders, and published as hereinbefore directed. 8. And be it enacted, That this act shall take effect immediately, and continue in force thirty years, and it shall be lawful for the legislature of this state at any time hereafter to amend, modify or repeal this act, as they may think proper. Approved March 7, 1860. Names of corporators. CHAPTER LXXXVIII. AN ACT to incorporate the Eaton Decarbonized Iron Company. 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Charles Haight, Asahel K. Eaton, Henry C. Hall, Gamaliel Gay, Jonathan Edwards, or the survivor or survivors of them, and all such persons as may hereafter be associated with them, or the said survivors, their successors and assigns, shall be and they are hereby constituted and declared a body politic and corporate, in fact and in law, by the name of "Eaton's Decarbonized Iron Company," to be located in either of the counties of Union, Essex or Hudson, for the purpose of manufacturing decarbonized iron, and granting to others the right, under patents to be possessed by said company, of manufacturing decarbonized iron in all the branches of said business, and carrying on the business incident thereto; and that they and their successors, by the same name, shall be able and capable in law to acquire, purchase, receive, have, hold and enjoy any lands, tenements and hereditaments, and any goods and chattels, of whatever kind or quality whatsoever, and the said lands, tenements, hereditaments, goods and chattels, or any part thereof, to sell, grant, demise, alien, mortgage, and dispose of, to sue and be sued, plead and be impleaded in courts of justice, or in any other place whatever, and to make and use a common seal. capital stock. 2. And be it enacted, That the capital stock of said com- Amount of pany shall be five hundred thousand dollars, and shall be divided into shares of one hundred dollars each, and after fifty thousand dollars shall have been paid in, in cash, such company may purchase manufactories, mines, materials, patent rights to use discoveries and other property necessary for their business, and issue stock to the amount of the value thereof in payment therefor, and the stock so issued shall be declared and taken to be full stock and not liable to any further calls. to stock. 3. And be it enacted, That the subscription of said stock subscription shall be open at such place as the directors shall designate, for any time not exceeding sixty days, under the direction of the board of directors or such of them as shall be designated by the said board for that purpose. rectors. 4. And be it enacted, That the stock, property and con- Election of di cerns of said company shall be managed and conducted by five directors who shall be stockholders, a majority of whom shall be residents of the state of New Jersey, one of whom shall be president, who shall hold their offices for one year from the first Monday in January in every year, and that the said directors shall be chosen on the third. Monday of December in every year, at such time and place as shall be designated by the by-laws of the said company, of which notice shall be given in the manner to be provided for in the bylaws; and the five persons shall be the directors who shall receive the greatest number of votes; and if it shall happen that any vacancies occur in any manner, such vacancy may be filled by the remaining directors, or a majority of them, at any meeting of the board of directors, until the time when the persons elected at the next election for directors shall take their offices by virtue of said election; and until after those elected at the first election, shall enter upon the duties of their office, the following persons shall be the directors of First directors. the company: Asahel K. Eaton, Charles Haight, Henry C. Hall, Gamaliel Gay and Jonathan Edwards. Stock transferable. Corporation 5. And be it enacted, That the stock of said corporation shall be deemed personal estate and transferable in such manner as shall be prescribed by the by-laws of said company, and no dividend shall be made to and among the stockholders except from and out of the profits of the said corporation. 6. And be it enacted, That in case it should happen at for failure to any time that an election should not be made on the day on not dissolved elect on day prescribed. Books of ac kept. which pursuant to this act, it ought to be made, the said corporation shall not for this cause be deemed to be dissolved, but it shall and may be lawful to hold such election on such other days as shall be directed by the said company. 7. And be it enacted, That the directors shall at all times count to be keep, or cause to be kept, proper books of account, in which shall be regularly entered and kept all the transactions of the said company, which books shall at all times be open to the inspection of the stockholders of the said company, and a correct and full statement of the affairs of said corporation |