Proviso. Election of president. Assessment to be made in ciency. Proviso. as they may elect, with such allowances as to them shall appear just and satisfactory; provided, that such by-laws, rules and regulations shall not be repugnant to the constitution or laws of the United States or of this state. 8. And be it enacted, That at the first meeting of the directors held after the organization of this company, and at every annual meeting of the members in each year after, the directors shall choose from among themselves one person for president, who shall continue in office until the next annual meeting, and until another shall be appointed in his place. 9. And be it enacted, That all policies of insurance which cases of def shall be made by the said corporation in pursuance of this act, shall be made on such terms and conditions, and for such periods of time, and confined to such persons as shall be from time to time ordered and prescribed by the by-laws, rules and regulations of said corporation; and if, at any time, it shall so happen that there shall be just claims on the corporation for losses sustained to a greater amount than they have funds on hand to discharge, in such cases the directors for the time being shall, with all convenient expedition, proceed to assess such deficiency in a ratable proportion on the members of the association, or their lawful representatives, according to the amount of each member's insurance; provided, that such assessment shall not exceed the amount of the note or obligation given by each member, which rates or assessment shall be approved of by a majority of the directors; and notice in writing shall be given to each member, or his lawful representative, of the assessment and amount by him, her or them required to be paid; and each and every member, or his lawful representative, so notified, shall pay the same to the treasurer for the time being, within sixty days after such notification, and in default thereof, shall forfeit all right and claim to any policy that he may have obtained, and be no longer a member of the association, and shall also be liable for the amount of such assessment with interest, to be recovered by action of debt, with costs of suit, before any court of competent jurisdiction. call meetings. 10. And be it enacted, That three or more of the directors Directors may shall have power to call a meeting of the directors by giving notice in one or more newspapers published or circulating in the county of Hudson, at least ten days before said meeting. 11. And be it enacted, That no part of the funds of said Not to engage corporation shall be used for banking purposes. in banking. repealed, &c. 12. And be it enacted, That it shall be lawful for the legis- Act may be lature at at any time hereafter to alter, amend, modify or repeal this act, and that this act shall continue in operation thirty years and no longer. Approved March 17, 1860. CHAPTER CXXXVII. AN ACT to incorporate the Rahway Land and Improvement Com pany. porators. 1. BE IT ENACTED by the Senate and General Assembly of Names of corthe State of New Jersey, That Joseph T: Crowell, George W. Savage, Thomas S. Crane, Samuel Williams, Joseph W. Savage, and all such persons as may hereafter be associated with them, their successors and assigns, shall be and they are hereby constituted a body corporate and politic, in fact and in name, by the name of "the Rahway Land and Improvement Company," and by that name shall be capable, in law, of purchasing, using, holding, letting, improving, and disposing of such real and personal estate in the county of Union as may be necessary or expedient to the objects of this incorporation, Proviso. rectors. and may receive and make all deeds, transfers, covenants, conveyances, grants, contracts, agreements, and bargains whatsoever necessary for the said purposes; provided, that nothing herein contained shall authorize said company to hold more than three hundred acres of land at any one time. Election of di- 2. And be it enacted, That the stock, property, and concerns of the said company shall be managed and conducted by five directors, being stockholders, one of whom to be president, who shall hold their office for one year and until others are elected, and that the said directors shall be chosen on the first Tuesday in April in every year, at such time and place as shall be directed by the by-laws of said corporation; and notice of such time and place shall be published, not less than two weeks previous thereto, in a newspaper published in the county of Union, by such of the stockholders as shall attend for that purpose, either in person or by proxy; and each stockholder shall be entitled to one vote for each share of stock he or she shall hold in said company, and the persons having the greatest number of votes shall be directors; and the said directors shall appoint such agents, officers, and superintendents, and assign such compensation and duties as they shall think fit; and if at any time it shall happen that any vacancy or vacancies occur, from any cause whatever, among the directors named in this act, or those hereafter to be elected, such vacancy or vacancies shall be filled by such person or persons as the remainder of the directors for the time being, or a majority of them, shall appoint; and until other directors are chosen from the stockholders, the first diFirst directors. rectors shall be Joseph T. Crowell, George W. Savage, Thomas S. Crane, Samuel Williams, and Joseph W. Savage, who shall hold their offices until the first Tuesday of April next, or until others are legally chosen. Amount of capital stock. 3. And be it enacted, That the capital stock of said company shall not exceed the sum of one hundred thousand dollars, which shall be divided into four thousand shares, of twenty-five dollars each; but as soon as one thousand shares of the capital stock shall have been subscribed, and the sum of five dollars on each share so subscribed paid, or secured to be paid, it shall and may be lawful for said company to proceed to carry into effect the objects of said corporation; and it shall be lawful for the directors of said company to call and demand from the stockholders thereof, respectively, such installments, and at such times, and in such proportions, as they shall deem proper, not exceeding ten dollars on each share at any one time, under pain of forfeiting the shares of the said stockholders, and all previous payments thereon, if such payments shall not be made within sixty days after a notice shall have been published, for the space of three weeks, in a newspaper published in the county of Union; but any person subscribing for any share or shares of said capital stock, may, at the time of such subscription, pay the whole price of such share or shares, and not be liable to be subsequently called upon for any installments called for; and the books of subscription for such stock shall be opened at such time and place in the county of Union, and remain open for such time as the directors named in this bill shall appoint, notice whereof being given two weeks previous thereto in a newspaper printed in said county. thorized to 4. And be it enacted, That the said company be and they company auare hereby empowered to improve all such lands as they are improve land. hereby authorized to own or purchase, by laying out any portion of the same which may lie in the county of Union, into lots, streets, squares, parks, lanes, alleys and other divisions; of levelling, raising, and grading the same, or making thereon all such work-shops, factories, warehouses, stores, dwellings, and such other buildings or improvements as may be found or deemed necessary, ornamental, or convenient; for letting, renting, leasing, mortgaging, selling or changing the same, or using the same for agricultural or manufacturing purposes. 5. And be it enacted, That a majority of the directors for the Directors may time being shall form a board for the transaction of the busi- make by-laws. ness of said corporation, and shall have full power to make by-laws, ordinances, and regulations as shall seem necessary and convenient for the management or the disposition of the Proviso. Corporation not dissolved for failure to elect on day stock, effects, and concerns of the said corporation; provided, that the same are not contrary to the laws and constitution of the United States or of this state. 6. And be it enacted, That in case it shall at any [time] happen that an election of directors shall not be made on the prescribed. 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 may and shall be lawful to hold such election on such other day, in the manner provided by law in such cases, in the manner aforesaid, as shall be prescribed by the by-laws and ordinances of said corporation. Stock transferable. Company may take stock of .rations. 7. And be it enacted, That the capital stock of said corporation shall be deemed personal property, and transferable only on the books of said corporation, in such manner as the by-laws shall direct; and any of the owners of the lands hereby authorized to be purchased by the said corporation, may take stock to the amount of the whole or any part of his, her, or their interest therein. 8. And be it enacted, That the said company shall be at other corpo liberty to subscribe for and take stock in any canal, railroad, turnpike, or other highway that now is or hereafter may be incorporated or established by the legislature of this state, which shall lead to or pass through any lands that may be owned by said company; provided, that nothing herein contained shall be construed to authorize the said company to use any part of its capital for banking purposes, or to take stock in any banking institution. Proviso. Act may be repealed. Limitation. 9. And be it enacted, That the legislature may at any time, for reasonable cause, amend, alter, or repeal this act. 10. And be it enacted, That this act shall take effect immediately, and shall continue in force for thirty years. Approved March 17, 1860. |