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Dividends

when to be made.

General meet

holders when

and how to be called.

VI. And be it further enacted, That the directors shall make a dividend of so much of the profits of the said bank as to them or a majority of them shall seem advisable, on the first Monday of August next, and shall thereafter make half yearly dividends in manner aforesaid.

VII. And be it further enacted, That a general meeting ing of stock of the stockholders may be called whenever the directors or a majority of them, or a number of stockholders who in respect to their shares shall be entitled to seventy votes, shall judge proper; of which meeting the directors or stockholders calling it, shall give at least four weeks notice in one of the public papers printed in the city of Hudson, and specify in such notice the object or objects of such meeting.

State may

fhares.

VIII. And be it further enacted, That this state shall fubfcribe 50 have a right to subscribe any number of shares to the said bank, not exceeding in the whole the number of fifty, at any time when they shall by law authorize any person or persons for that purpose; and the state shall have a right to increase the number of shares and amount of stock which the said corporation may hold to the amount of the number of shares so to be subscribed by the state, if the number of shares herein before limited shall be subscribed before such subscription shall take place on the part of the

Cafhier and

bonds with

fecurity.

state.

IX. And be it further enacted, That every cashier and clerks to give clerk, before he enters upon the duties of his office, shall give bond, with two or more sureties, to the satisfaction of the directors, such cashier in a sum not less than five thousand dollars, and such clerk in a sum not less than one thousand dollars, with condition for the faithful performance of his duty.

Prefident and directors to receive no emolument

vices.

X. And be it further enacted, That the said corporation shall not demand any greater interest on any loan or discount than at the rate of six per cent per annum.

XI. And be it further enacted, That no president or other director shall be entitled to any emolument for their services, and that seven directors shall constitute a board for for their fer the transaction of business, of whom the president shall be one, except in case of sickness or absence, in which case the directors present may choose a chairman pro hac vice ; and that there shall be quarterly meetings of the said dimeetings how rectors at such times in the year as shall be appointed by the bye-laws of the said corporation.

Quarterly

appointed.

Duties of the directors.

XII. And be it further enacted, That the directors shall have power to make and prescribe such bye-laws, rules and regulations as they shall judge proper, touching the duties and conduct of the officers and servants employed therein, and such other matters as appertain to the said bank, and shall have also power to appoint so many officers clerks and servants for carrying on the said business, and with such salaries and allowances as to them shall seem meet.

limited.

If they exceed the fame be anfwerable

directors to

in their pri

vate capaci

ties.

XIII. And be it further enacted, That the total amount Debts of faid of the debts which the said corporation shall at any time corporation owe by bond, bill, note or other contract, over and above the specie then actually in the bank, shall not exceed three times the sum of the capital stock subscribed and actually paid into the bank; and in case of such excess, the directors under whose administration it shall happen, shall, in case of loss, be liable for the same in their natural and private capacities; but this shall not be construed to exempt the said corporation or any estate real or personal which they may hold as a body corporate, from being also liable for and chargeable with the said excess, but such of the said directors who may have been absent when the said excess was contracted, or may have dissented from the resolution or act, whereby the same was so contracted, may respectively exonerate themselves from being liable, by giving immediate notice of the fact, and of their absence or dissent, to the stockholders at a general meeting to be called for that purpose.

XIV. And be it further enacted, That the lands, tenements and hereditaments, which it shall be lawful for the said corporation to hold, shall be only such as shall be requisite for its accommodation in relation to the convenient transaction of its business, or such as have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts; and the said corporation shall not, directly or indirectly, deal or trade in buying or selling any goods, wares or merchandizes what

soever.

Lands, tene ments, &c. corporation

which the

may hold.

ed.

XV. And be it further enacted, That no transfer of stock Transfer of shall be valid until entered or registered in a book or books flock regulatto be kept for that purpose by the directors, and unless the person making the same shall previously discharge all debts due by him or her to the said corporation.

XVI. And be it further enacted, That the bills obligatory and of credit, under the seal of the said corporation which shall be made to any person or persons shall be assignable by indorsement thereon, and so as absolutely to transfer and vest the property thereof in each and every assignee and assignees successively, and to enable such assignee or assignees to bring and maintain an action thereupon in his, her or their own name or names; and bills or notes which may be issued by the said corporation, signed by the president and countersigned by the cashier, promising the payment of money to any person or persons, his, her or their order, or to the bearer, though not under the seal of the said corporation, shall be binding and obligatory upon the same in like manner and with the like force and effect as upon any private person or persons, if issued by him, her or W w

VOL. II.

Certain bills, under the feal ration, made affignable and

of the corpo

obligatory.

Certain other bills, &c. "ot

under the feal

of the corpo able and obligatory.

ration, affign

Preamble.

Perfons incor

porated and ftyle of the corporation.

them in his, her or their private or natural capacity or capacities, and shall be assignable and negotiable in like manner as if they were so issued by such private person or persons.

XVII. And be it further enacted, That this act be and is hereby declared to be a public act, and that the same shall be construed in all courts and places benignly and favourably for every beneficial purpose thereby intended.

Manhattan Bank.

TWENTY-SECOND SESSION. CHAP. LXXXIV. An ACT for supplying the City of New-York with pure and wholesome Water.

WH

Passed 2d April, 1799.

HFREAS Daniel Ludlow and John B. Church, together with sundry other citizens of this state have associated for the purpose of supplying the city of New-York with water for the use of such of the inhabitants thereof and others as may be inclined to take the same, and have with a view to further this laudable design, and to divide the hazards attendant thereon, set on foot a subscription and actually subscribed considerable sums of money thereto, upon condition that the legislature should deem it expedient to grant them support and encouragement by giving them and such others as shall hereafter subscribe and join their association, a suitable charter of incorporation, as doth appear by their several petitions to the legislature; to the end therefore, that the said Daniel Ludlow and John B. Church, and their present and future associates may be encouraged to proceed to carry into effect their laudable undertaking, which promises, under the blessing of God, to be conducive to the future health and safety of the inhabitants of the said city.

I. BE it enacted by the People of the State of New-York, represented in Senate and Assembly, That Daniel Ludlow, John B. Church, John Watts, Joseph Browne and their present and future associates, their successors and assigns, be and they are hereby created a body corporate and politic, by the name of "The president and directors of the Manhattan company," and are hereby ordained, consti tuted and declared to be for ever hereafter a body politic and corporate, in fact and in name, and by that name they and their successors shall and may have continual succession, and shall be persons in law capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended in

all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever; and Their privi that they and their successors may have a common seal, leges. and make, change and alter the same at their pleasure ; and also that they and their successors, by the same name and style, shall be in law capable of purchasing, holding and conveying any estate, real and personal, for the use of the said corporation; Provided, That the real estate so Provifo, to be holden shall be such only as shall be necessary to promote or attain the objects of this incorporation.

II. And be it further enacted, That the capital stock of the said corporation shall not exceed two millions of dollars, and that a share in the said stock shall be fifty dollars; and that subscriptions to the said capital stock shall be opened and kept open under the direction of the said president and directors until the whole number of shares subscribed together with those already subscribed shall amount to thirty-nine thousand shares, and shall further be kept open as aforesaid for the term of thirty days thereafter for the benefit of such persons as may choose to subscribe for not more than two shares; that it shall and may be lawful for the mayor, aldermen and commonalty of the city of New-York to subscribe to the said stock any number of shares not exceeding two thousand.

Capital flock of faid comexceed a cerand price of each fliare.

pany not to

tain amount,

Subfcriptions how long to be kept open.

to be conduct

rectors to be

III. And be it further enacted, That the stock, property Concerns of and concerns of the said company shall be conducted and faid company managed by thirteen directors, stockholders and citizens ed by 13 diof the said city of New-York, of which directors the re-elected annu corder of the said city of New-York for the time being ally. shall always ex officio be one, which directors shall hold their offices for one year from the second Tuesday in December in every year; and twelve of the said directors shall be elected on the first Tuesday in December in every year, at such time of the day and at such place within the city of New-York as a majority of the directors for the time being shall appoint; and public notice shall be given by the said directors not less than thirty days previous to the time of holding the said election, by an advertisement to be inserted in at least two of the public newspapers printed in the said city of New-York; and the said election shall be made by such of the stockholders of the said company as shall attend for that purpose in their proper persons, or by proxy; and all elections for directors shall be by ballot, and the twelve persons who shall have the greatest number of votes at any election shall be the directors; and if it shall happen at any election that two or more persons have an equal number of votes in such manner that a greater number of persons than twelve shall by plurality of votes appear to be chosen as directors, then the said stockholders herein before authorized to vote at such elections shall proceed to ballot a second time, and

Directors to their number

elect one of

prefident.

Vacancies how to be filed.

by plurality of votes determine which of the persons so having an equal number of votes shall be the director or directors, so as to complete the whole number of twelve; and the said directors, as soon as may be after their election, shall proceed in like manner to elect by ballot one of their number to be their president; and if any of the directors so to be elected shall at any time remove out of the city of New-York, the office of such director or directors shall be considered as vacant; and if any vacancy or vacancies shall at any time happen among the directors by death, resignation, removal or otherwise, such vacancy or vacancies shall be filled for the remainder of the year in which they may happen, by such person or persons as the remainder of the directors for the time being, Directors firft or the major part of them, shall appoint; that the first directors shall be Daniel Ludlow, John Watts, John B. Church, Brock holst Livingston, William Edgar, William Laight, Paschal N. Smith, Samuel Osgood, John Stephens, John Broome, John B. Coles and Aaron Burr, who shall hold their offices until the second Tuesday in December next, and the said first directors at their first meeting shall proceed to appoint their president.

named.

Certain gen

of the direc tors.

IV. And be it further enacted, That the directors shall eral powers have power to appoint the time and place of all meetings for the dispatch of business, to appoint all such officers, agents and servants as they shall deem necessary for carrying into effect the powers by this act vested in the said company, and to establish rules and regulations for and concerning the conduct and government of such officers, agents and servants.

Especial priv.

and authorities to the faid company and perfons

V. And be it further enacted, That it shall be lawful for ileges, powers the said company, and any person or persons employed by them or acting under their authority, to enter into and upon, and freely to make use of any land which they shall acting under deem necessary for the purpose of conducting a plentiful supply of pure and wholesome water to the said city, and to erect any dams or other works across or upon any stream or streams of water, river or rivers, or any other place or places where they shall judge proper for the purpose of raising such stream or streams, or turning the course thereof, or of making use of such streams, rivers or places for constructing or working of any necessary engines, and to construct, dig or cause to be opened any canals or trenches whatsoever for the conducting of such stream or streams, or any other quantity of water, from any source or sources that they may see fit, and to raise and construct such dikes, mounds or reservoirs as they may judge proper for securing and conveying such supply of water as aforesaid to the said city, and to survey and lay out all such lands and streams as they may think proper, in order to ascertain the best mode of furnishing such supply, and the best and

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