principal, shall be paid on the said loan yearly, from the moneys appropriated by the city council for the support of the poor in said city, so that the whole of the principal and interest of said loan shall be paid off in fifteen years. 3. And be it enacted, That this act shall take effect immediately. Approved March 21, 1860. CHAPTER CLXXIV. AN ACT to incorporate the Passaic Manufacturing Company. 1. BE IT ENACTED by the Senate and General Assembly of Names of corthe State of New Jersey, That E. Boudinot Colt, William porators. E. Toler, Samuel Borrowe, and such other persons as may be hereafter associated with them, and their successors and assigns, be and they are hereby constituted a body politic and corporate, by the name of the "Passaic Manufacturing Company," for the sole purpose of manufacturing cotton or other fibrous material, in their several and various branches; and by the same name they and their successors and assigns shall have power, and continue a body politic and corporate, and be capable in law of sueing and being sued, impleading and being impleaded, answering and being answered unto, in all courts of justice, or in any other place whatever, to make and use a common seal, and the same to alter and renew at General pow. ers. Proviso. rectors. pleasure, and they, and their successors and assigns, in their corporate name shall be able and capable to acquire, purchase, receive, have, hold and enjoy any lands, tenements, hereditaments, goods and chattels, of what kind or quality soever, necessary or useful for the said corporation to carry on the manufacturing operations above mentioned, and all other real estate which shall have been bona fide mortgaged to the said corporation by way of security, or conveyed to them in satisfaction of debts previously contracted in the course of business, or purchased at sales upon judgments which shall have been obtained for such debts; provided always, that the funds of said corporation, or any part thereof, shall not be applied, used or employed at any time in banking operations. 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, a majority of whom shall be residents of this state, one of whom to be president, who shall hold their offices for one year, and that the said directors shall be chosen on the first Tuesday of February in every year, at such place and time as shall be directed by the by-laws of the said corporation; and public notice shall be given of the time and place of holding every such election, not less than ten days' previous, in one or more newspapers printed nearest the place where said election shall be made, by such of the stockholders as shall attend for that purpose, either in person or by proxy, and such stockholder shall be entitled in person or by power of attorney, to as many votes as he or she shall hold shares of the capital stock of said company, and the person having the greatest number of votes, being stockholders, shall be directors, and the directors chosen at one election shall be capable of serving by virtue thereof until another election shall have been had; and the directors so chosen may appoint such officers, superintendents and agents, and assign such compensation as they shall think fit, not less than a majority of the whole number of directors being present when the same shall be done; and if it shall at any time happen that any vacancy or vacancies occur by death, resignation, or otherwise, among the directors, officers, or superintendents, 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 the first directors shall be E. Boudinot Colt, William E. Toler, Samuel Borrowe, Griffith King and William Ridgway, junior, who shall hold their offices until the first Tuesday of February next, or until others are legally chosen. First directors. capital stock. 3. And be it enacted, That the capital stock of said com- Amount of pany shall not exceed the sum of two hundred and fifty thousand dollars, which shall be divided into shares of one hundred dollars each, but so soon as the sum of one hundred thousand dollars of the said capital stock shall have been subscribed, paid, or satisfactorily secured to be paid, it shall and may be lawful to and for the said company to commence their said business, and with that capital conduct and carry it on, until they shall deem it expedient to extend their operations, and the capital necessary for that purpose, which they are hereby authorized to do from time to time, to the amount herein before mentioned; and it shall be lawful for the directors of the said company to call and demand from the said stockholders respectively all such sums of money by them subscribed, at such times and in such proportions as they shall deem proper, 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 thirty days, in one or more newspapers published in or near the place where such payment shall be required to be made. abie. 4. And be it enacted, That the stock or property of the Stock transfersaid corporation, of whatsoever nature or kind, shall be deemed personal estate, and be transferred in such manner as shall be prescribed by the by-laws of the corporation; provided, that no dividends shall be made to and among the Proviso. stockholders, except from and out of the profits of the said corporation. Corporation not dissolved for failure to elect on day prescribed. Directors may make by-laws. Proviso. Transfers to be registered. Company may be dissolved. Proviso. 5. And be it enacted, That in case it should at any time happen that an election should not be made on the day that, pursuant to this act, it ought to be made, the said corporation shall not for that cause be deemed to be dissolved, but it shall and may be lawful to hold such election on such other day, in the manner aforesaid, as shall be prescribed by the by-laws and ordinances of the said corporation. 6. And be it enacted, That a majority of the directors for the time being shall form a board for transacting the business of said corporation, and shall have power to ordain, establish, and put in execution such by-laws, ordinances and regulations as shall seem necessary and convenient for the government, management and disposition of the stock, effects and concerns of the said corporation; provided, the same are not contrary to the laws and constitution of the United States or of this state. 7. And be it enacted, That the directors shall at all times keep or cause to be kept proper books of accounts, in which shall be regularly entered all the transactions of the said corporation, which books shall at all times be open to the inspection of the stockholders of the said company, or their legal attorney or attorneys; and further, that no transfer of stock shall be valid or effectual until such transfer shall be entered or registered in the book or books to be kept by the president and directors for that purpose. 8. And be it enacted, That the said company may be dissolved at a general meeting of the stockholders specially summoned for that purpose; provided, at least three fourths in value of the stockholders shall be present or represented therein; and upon such dissolution the directors for the time being, and the survivor and survivors of them, shall be ipso facto trustees for settling all the affairs of the said corporation, disposing of its effects, recovering and paying its debts, and dividing the surplus among the stockholders in proportion to their respective interest in the stock, unless the stockholders at such general meeting shall appoint other persons, not less than three nor more than five in number, for such purpose, in which case the persons so appointed, and the survivors and survivor of them, shall be trustees and trustee for the purpose aforesaid. 9. And be it enacted, That this act shall be and continue Limitation. in force for and during the term of twenty-one years from the passing thereof, and from thence to the end of the next session of the legislature, and no longer. 10. And be it enacted, That this act shall take effect immediately. Approved March 21, 1860. CHAPTER CLXXV. AN ACT for the relief of Joseph Wilson, a soldier of the war of eigh teen hundred and twelve. thorized to fifty-two dol nuin. 1. BE IT ENACTED by the Senate and General Assembly of Treasurer authe State of New Jersey, That the treasurer of this state pay J. Wilson shall, and he is hereby authorized and required to pay Joseph lar per anWilson, of the county of Mercer, a soldier of the war of eighteen hundred and twelve, between the United States and Great Britain, the sum of fifty-two dollars per annum, to be paid half-yearly, the first payment to be made on the passage of this act; and the receipt of the said Joseph Wilson, or his order, shall be a sufficient voucher to the treasurer on the settlement of his accounts, for such sum or sums of money as he may pay by virtue of this act. |