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as may be after their election, shall proceed to elect, by ballot, President to one out of their number to be their president, and shall, in like be chosen. manner, at the same time, elect a secretary of the said corporation; and if any vacancy or vacancies shall at any time happen in the direction of said corporation, by the death, removal, or resignation of the directors elected, or by any other means, then such vacancy or vacancies shall be filled, until the next election, by such person or persons as the remaining directors, or a majority of them, shall appoint.

Sec. 4. And be it enacted, That the first directors of the said corporation shall be Andrew Gray, James Speer, George Har- First directden, William Johnson, and William Smith, and that they shall ors. hold their offices until the first day of May, in the year of our Lord one thousand eight hundred and thirty-three, and shall, as soon after the passage of this act as is convenient, proceed to elect, by ballot, one out of their number to be their president.

Sec. 5. And be it enacted, That in case it should happen that an election of directors should not be made on any day when pursuant to this act it ought to have been made, the said cor- not dissolved

Corporation poration shall not for that cause, or for any non user, be deem- for failure of ed to be dissolved, but it shall and may be lawful, on any other electing on day, to hold an election for directors, in such manner as shall day prescribbe provided for by the by-laws and ordinances of said corporation, of which election the same notice shall be given as is herein before provided and directed; and the directors last elected shall, in all cases, hold their offices until others are appointed in their stead.

Sec. 6. And be it enacted, That the capital stock of the said Amount of corporation shall not exceed the sum of two hundred thousand capital. dollars, and shall be divided into shares of one hundred dollars each; but it shall nevertheless be lawful for said corporation, when and so soon as the sum of one hundred thousand dollars shall have been subscribed, paid, or satisfactorily secured to be paid, to commence business, and with capital to conduct and carry it on, until they shall deem it expedient to extend their capital, which they are authorized to do from time to time, to the said sum of two hundred thousand dollars; and Stock forfeitthat it shall be lawful for the directors of said corporation to ed call and demand from the stockholders, respectively, all sums ments.

to pay installof money by them subscribed, to be paid at such times and in such proportions as the said directors shall see proper, under the pain of forfeiting the shares of the said stockholders, and all previous payments thereon, if such payments shall not be made within thirty days after a notice requiring such payments shall have been published for that time in one or more of the public newspapers printed and published nearest the place where the manufacturing establishment of said corporation shall be located, and also in one or more of the public newspapers printed and published in the city of New York.

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Sec. 7. And be it enacted, That the stock and property of Stock to be the said corporation, of whatsoever nature or kind, shall be deemed per- deemed personal estate, and shall be transferable in such man

ner as shall be prescribed by the by-laws of the said corporation, and that the directors shall and may make such dividends

to and amongst the stockholders as they shall see fit and expeProviso.

dient: Provided always, that no dividend shall at any time be made, except from and out of the clear profits of the said corporation.

Sec. 8. And be it enacted, That a majority of the directors Powers of di- for the time being shall form a board for the transaction of the

business and concerns of the said corporation, and shall have power to make such by-laws, rules, and regulations for the government of said corporation, and for the management and disposition of its property, stock, effects, and concerns, and touching the employment of their clerks, agents, servants, and workmen, their salaries and allowance, and their regulation

and government, as shall seem to them necessary and expediProviso. ent: Provided such by-laws, rules, and regulations shall not be

contrary to, or inconsistent with, the constitution and laws of the United States or of this state.

Sec. 9. And be it enacted, That the directors of the said coren to poration shall at all times keep, or cause to be kept, at their inspection of manufacturing establishment, proper books of account, in which stockholders. shall be regularly entered all the transactions of the said cor

poration, which books shall, at all times, be open for the inspection of the stockholders, their lawful agents, or attorneys; and 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.

Sec. 10. And be it enacted, That this act shall be, and conLimitation of tinue in force for and during the term of twenty years from charter. the passing thereof, and from thence until the end of the next

session of the legislature, and no longer: Provided always, that Act may be the local altered or re

the legislature may, at any time during that period, repeal, pealed.

amend, or alter this charter, at their will and pleasure.

Passed February 16, 1833.

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A Supplement to an act entitled, “ An act to incorporate the Dundee Man

ufacturing Company, in the county of Bergen," passed March fifteenth, eighteen hundred and thirty-two.

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Sec. 1. Be it ENACTED by the Council and General Assembly of this state, and it is hereby enacted by the authority of the same, That the said company, for the purposes mentioned in the second section of the act to which this is a supplement, may hola

Company may buy, rent, take, and hold, or otherwise seize and become lands in the possessed of and hold all such lands, tenements, and water- county of Espower, and other real and personal estate, in the county of sex, Essex, as may be necessary and useful for the purposes aforesaid, and the same may convey, sell, let, or otherwise dispose of as they shall deem proper.

Sec. 2. And be it enacted, That the directors of said com- Stock forseitpany shall have power to declare forfeited to said company ed on failure the stock, with all previous payments made thereon, of all such to pay installstockholders as shall neglect or refuse to pay the installments upon their respective stock, as shall be required by said directors, in manner prescribed in the first section of said act: Provided the said installments shall remain unpaid for the space of thirty days after the time appointed by said directors for the payment thereof.

SEC. 3. And be it enacted, That all elections for directors of said company shall be by ballot; and if the directors for the

1 Regulations time being of said company shall at any time neglect or refuse respec to give notice, as in the first section of the act to which this is election of dia supplement is required for the election of directors, that then, rectors. upon such neglect or refusal, the stockholders, or a majority of them, may, within the time in such case prescribed by law, give notice and call such meeting, and elect or choose directors, in like manner as if the said directors had given notice as by the said act is required; and if at any election for directors two or more persons voted for as directors shall receive an equal number of votes, then the directors for the time being shall determine, by ballot, which of the said persons so having an equal number of votes shall be director or directors, as shall be required to complete such election; and upon the death Vacancies or resignation of any of the said directors, the remaining di- how supplied. rectors shall choose, from among the stockholders, some person or persons to fill such vacancy or vacancies, who shall hold his or their office until the next annual election shall be complete.

Sec. 4. And be it enacted, That it shall not be lawful for the Capital stock said company in any way to withdraw, divide, or pay to the not to be distockholders any part of the capital stock of said company, nor vided or reto reduce the said capital stock, without the consent of the le- duced. gislature.

Passed February 18, 1833.

AN ACT appointing trustees to sell and convey the real estate of William

C. Elmendorf, deceased.

WHEREAS William C. Elmendorf, late of the county of SomerPreamble. set, died seized of certain real estate, in the counties of

Hunterdon and Somerset, leaving a widow and five children, all of which children are under the age of twenty-one years; and whereas the said property is so situated, as to be incapable of division, and cannot be sold in the ordinary way, by commissioners appointed by the Orphans' Court, without great detriment to those interested; and it is expedient that parts of the property should be sold at this time, and that other parts should be leased until they can be disposed of to advantage ; and the widow of the said decedent, in behalf of herself and her orphan children, having requested aid in the premises, and that trustees may be appointed for the purposes aforesaid—now therefore,

Sec. 1. BE IT ENACTED by the Council and General Assembly of this State, and it is hereby enucted by the authority of the

same, That James B. Elmendorf and Peter D. Vroom, be, Trustees em- and they are hereby appointed trustees, with full power and powered to authority to sell for the best prices they can obtain for the sell real es- same, all or any part of the said premises, of which the said tate of W.

• William C. Elmendorf, died seized, in the state of New Jersey,

W: C. Elmendorf, deceased at such time or times, and in such mode as they may deem

most advantageous for those interested; and for the same or any part or parts thereof, when so sold, to make and execute good and sufficient conveyances in the law; which said conveyances executed by the said trustees, or the survivor of them, shall vest in the purchaser or purchasers, all the estate, right, title, and interest, which the said William C. Elmendorf had at the time of his death, in the premises so sold and conveyed as aforesaid; and also, that the said trustees, or the survivor of them, shall have power and authority to demise and lease such part or parts of said premises as may remain unsold, until the same shall be disposed of.

Sec. 2. And be it enacted, That the said trustees, or the survivor of them, shall keep a just and true account of such sale or sales as they shall make by virtue of the authority hereby granted ; and after deducting the expenses attendant on

the execution of this trust, shall invest the same in good and How proceeds of sales sufficient securities upon interest, for the benefit of the said to be applied. widow and minors; the said widow to receive to her own

use during her natural life, and in lieu of her right of dower, the one third part of the interest of the said proceeds; and the other two thirds thereof to be paid annually to the guardian or guardians of the said minor children, until they respectively come of lawful age; and then that the said trustees, or the survivor of them, shall pay to each of them, so

arriving at lawful age, his or her distributive share of the principal remaining in their hands.

Sec. 3. And be it enacted, That the said trustees shall also keep a just and true account of all the moneys that may be received, by way of rent, for the use and occupation of any portion or portions of said property; and shall pay over the Application net proceeds thereof to the widow, and to the said minors or of rents. their guardians, according to their respective rights and interests therein.

Sec. 4. And be it enacted, That before the said trustees shall enter upon the execution of the trust hereby confided to them, they shall give bond to the governor of this state, in Trustees to such sum and with such security as shall be directed and ap- give bond. proved of by the surrogate of the county of Somerset, conditioned for the faithful performance of the said trust; which bond shall be filed of record in the office of the said surrogate, for the benefit of all parties interested.

Passed February 18, 1833.

AN ACT to authorize William Brewer and David B. Morgan, adminis

trators of Edmund Brewer, deceased, to execute a certain contract therein named.

eamble,

WHEREAS it appears that Edmund Brewer, late of the county

of Gloucester, and state of New Jersey, in his life time, en-
tered into a written agreement with Richard Davis, to sell "
and convey to him two certain tracts or lots of land, situate
in the county of Gloucester, being the same lots which the
said Edmund Brewer, deceased, purchased of Jonathan
Morgan, by deed dated seventh November eighteen hun-
dred and fourteen, and now in the possession of the said
Richard Davis, and that the consideration money has been
paid by the said Richard Davis to the said Edmund Brewer,
in his life time—therefore,

SEC. I. BE IT ENACTED by the Council and General Assembly of this State, and it is hereby enacted by the authority of the

Administrasame, That the said William Brewer and David B. . Morgan, for administrators of Edmund Brewer, deceased, be and they are mund Brewer hereby authorized and empowered, to make a deed of convey- empowered to ancc unto the said Richard Davis, for the above mentioned make a deed lots of land, according to the terms of the said agreement; Richard Da.

for lands to which shall have the same force and effect, as a deed from the vis. said Edmund Brewer, in his life time, would have had.

Passed February 18, 1833.

s of Ed.

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