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Sec. 1. BE IT ENACTED by the Council and General Assem.' bly of this state, and it is hereby enacted by the authority of the
same, That Peter Young, John Bell, John Layton and BenCommissioners jamin Tuttle, all of the county of Sussex, in the state of New
Jersey, be, and they are hereby appointed commissioners, toscriptions.
gether with the commissioners appointed by the legislature of the commonwealth of Pennsylvania, as aforesaid, to receive subscriptions to the said capital stock; and that all the power and authority given by the above recited act of the legislature of the Commonwealth of Pennsylvania, to the commissioners therein named, be, and the same are hereby given to the commissioners appointed by this act.
Sec. 2. And be it enacted, That all and singular the powAct incorpora. er and authority given by the said recited act of the legislating the compa.. ture of Pennsylvania, to the judges of the court of common ny, confirmed by
pleas of said state, and the company to be incorporated by virtue of the said act, be, and the same is hereby given in like manner to the justices of the supreme court of this state, and the said subscribers and company to be incorporated by virtue of this act; and that the assent of this state be, and the same is hereby given, to the said recited act of the legislature of the state of Pennsylvania, and the same is hereby adopted, ratified and confirmed, by this state, as fully and as amply as if the same had been re-enacted at large, section by section, and the provisions thereof shall be of full force and effect within this state.
Passed February 26, 1831.
AN ACT to incorporate the Manufacturers Bank at Bellville.
Sec. I. BE IT ENACTED by the Council and General Assembly of this state, and it is hereby enacted by the authority of the same, That Zenas S. Crane, John Dow, Anthony Rutgers, John Williams, William Stephens, Nicholas N. Joralemon, Abram V. Speer, William H. Brant, Ralph Pomeroy, Joseph Kingsland, Cornelius G. Vanriper, George Kingsland and William B. Baldwin, and their associates, shall be, and they
are hereby created a body corporate and politic, in name and Style of incor- in fact, by the name and style of " The Manufacturers Bank poration,
at Belleville," and by that name, they and their successors may have perpetual succession, and shall have power to sue and be sued, plead and be impleaded, answer and be answered
unto, defend and be defended, in all courts and places what. soever, and in all manner of actions, suits, complaints, matters, Powers. and causes whatsoever, and may have a common seal, and may change, alter and renew the same at pleasure, and by the same name shall be, and are hereby made capable in law, of purchasing, holding and conveying any estate, real or personal, for the use of said corporation : Provided, that the said Proviso. corporation shall in no case be owner of any ships or vessels, or directly deal or trade in any thing, except bills of exchange, promissory notes, gold and silver bullion, stock of the United States, and such ships or vessels, goods wares and merchandise, as shall be truly pledged to them, by way of security for debts due, owing or growing due, to the said corporation, or purchased to secure such debts, or on the sale of goods which shall be the produce of its lands; Provided also, that Provisos the real estate which it shall be lawful for the said corporation to hold, shall be only such as may be necessry for its immediate accommodation, for the convenient transaction of its business, or such as shall have been bona fide mortgaged to it, by way of security for loans or contracts made, or conveyed to it in full, or in part satisfaction of debts proviously contracted in the course of its dealings, or purchased upon judgments, for the purpose of bona fide securing any debi or debts due to the said corporation.
Sec. 2. And be it enacted, That the capital stock of the Amount of cas said corporation shall be one hundred and fifty thousand dol- pitals lars, to be divided into shares of fifty dollars each, with the privilege of increasing the same to three hundred thousand dollars, at any time during the continuance of this charter; and that the subscription to the said capital stock be received by Jacob K. Mead, Aaron A. Van Houten, John C. Lloyd, William Dow, and Caleb Neagles, John Kennedy, and John Lee, which said commissioners, or a majority of them, shall c open books of subscription at Belleville; and said books shall to receive sube be kept open for the space of five days, giving twenty days'scriptions for previous notice in two newspapers published at Newark; and if the whole amount shall not within that time be subscribed, the said commissioners, or a majority of them, may continue to keep the books open until the whole capital stock be subscribed ; and if more subscriptions be taken than the
If moro be subamount of the capital stock, it shall be the duty of the com
The come scribed than the missioners, or a majority of them, to make a fair and just ap- amount of capiportionment of the stock among the subscribers, giving a sportionment preference to the citizens of New Jersey; and upon The clog. to be made. ing of the said books of subscription, or within five days thereafter, the said commissioners shall pay over to the directors hereinafter appointed, the whole amount of money which they, or any of them, may have received upon the said subscrip.
tal stock, a fair
dent, shairteen directoration, shall be airs, prop
Sec. 3. And be it enacted, That all the affairs, property,
and concerns of the said corporation, shall be managed and Qualifications of conducted by thirteen directors, all of whom, together with
the president, shall be bona fide stockholders, owning, in their own right, respectively, at least ten shares of the capital stock of said bank, and be citizens of the United States and of this state, and of whom, at least eight, together with the president, shall have been resident within the township of Bloomfield, in Essex county, for at least one year immediately preceding their election; which directors shall hold their offices for one
year, and shall be elected on the first Tuesday in February, Time and place of election.
in every year, in the banking-house, at such time of the day as the board of directors for the time being, shall appoint; and notice shall be given, by the said directors, not less than fourteen days previous to the time of holding the said election, by an advertisement, to be inserted in one of the newspapers printed in the town of Newark; and for the well ordering of which election, the directors shall, previously thereto, appoint three stockholders, not being directors, to be judges of elections, who shall conduct and regulate the same; they shall determine whether the persons voted for are qualified to be elected directors, and, after the conclusion of the ballot, shall decide and declare who are elected directors;
and the said election shall be made by such of the stockholdMode of elec
ers as shall attend for that purpose, either in person or by tion.
proxy; and each stockholder shall be entitled to one vote for each share of stock, not exceeding ten, and one vote for every five shares over and above that number, which he, she, or they shall have held in his, her, or their names, and in his, her, or their own right, at least three months before the time of voting; and all such elections shall be by ballot; and the persons who shall have the greatest number of votes shall be directors, who shall take an oath of office; and if it should so happen, at any election, that two or more persons shall have an equal number of votes, then the said directors in office at the time of such election, or a majority of them, shall proceed, by ballot, and plurality of votes, to determine which of the persons having an equal number, shall be the director or directors, so as to complete the whole number; and the directors so elected, as soon as may be thereafter, shall proceed in like manner, to elect one of their number by ballot, who shall be their president; and whenever a vacancy or vacancies shall happen among the directors, by death, resignation, or otherwise, such vacancy or vacancies shall be filled, for the remainder of the year, by such person or persons as the remainder of the directors for the time being, or a majo
rity of them, shall appoint; and that Zenas S. Crane, John First Directors.
Dow, Anthony Rutgers, John Williams, William Stephens,
ties of directors
George Kingsland, and William B. Baldwin, shall be directors, and shall hold their offices, respectively, until the first Tuesday in February, in the year of our Lord one thousand eight hundred and thirty-five, and until others shall be chosen by the stockholders.
Sec. 4. And be it enacted, That seven directors shall constitute a quorum for the transaction of business, except in cases of discount, which shall be regulated by the by-laws of the corporation : Provided, that no discount shall be made on any note or notes, bill, or bills, without at least one good endorser.
Sec. 5. And be it enacted, That the directors, for the time being, or a majority of them, shall have power to make and Powers and duprescribe such by-laws, rules and regulations as to them shall " appear needful and proper, touching the government of the said corporation, the management and disposition of the stock, business, and effects thereof, the time, manner, and terms at and upon which discounts and deposits, shall be made and received by the said corporation; the duties and conduct of the officers, clerks, and servants employed therein; the election of directors, and all such other matters as may appertain to the concerns of the said corporation; and shall have power to appoint as many officers, clerks and servants, for carrying on said business, and with salaries and allowances as to them shall seem meet: Provided always, that such by-laws, rules and regulations shall not be repugnant to the provisions or requirements of this charter, or to the constitution and laws of the United States, or of this state: And provided further, that the cashier of the said bank shall be annually appointed; Cashier to be and that upon the appointment or re-appointment of said annually apa
pointed, &e. cashier, he shall take an oath or affirmation, faithfully to perform the duties of his office, and that he will not, knowingly or wilfully suffer any director of the said bank wrongfully to convert the funds of the said bank to his own use, by overdrawing his account or otherwise; and that in case it shall come to his knowledge that any director has wrongfully converted any part of the funds of the said bank to his own use, that he will give notice thereof to the board of directors, at their then next meeting, and shall give bond, with two or more sureties, in a sum not less than twenty thousand dollars, conditioned for the faithful performance of the duties of cashier of said bank.
Sec. 6. And be it enacted, That the said corporation shall not issue bills of a less denomination than one dollar; and that the stock of the said corporation shall be considered as personal property; and that the said stock, and the dividends arising therefrom, shall be subject to such taxes as all other Stock subject to banking institutions in this state are liable to; and their real estate shall be subject to be taxed as other lands in this state are or shall be taxed; and each and every person subscribing to the capital stock of said bank, shall pay, at the time
of subscribing, to the commissioners receiving such subscriptions, the sum of five dollars, in specie or notes of the Bank of the United States, or of banks in this state, or the city of New-York or Philadelphia, which pay their notes in specie on demand, upon every share so by him subscribed ; and the directors of said company may require payment for the remaining instalments which shall have been subscribed, at
, such times and in such proportions as they, or a majority of on failure to pay su instalmente. them, shall deem fit, under the penalty of the forfeiture of all
previous payments made thereon; and that previous notice of the instalments required to be paid after the first, and of the time when the same are to be paid, shall be published, at least thirty days, in two of the newspapers printed in the town of Newark; Provided, that no instalment to be paid, shall exceed five dollars on a share.
Sec. 7. And be it enacted, That no transfer of stock of the Transfer of stock, &c. said corporation shall be valid and effectual until any debt or
debts which may be due to the said corporation from the person transferring, shall have been fully discharged, and such transfer shall have been registered in a book or books, to be kept for that purpose by the directors; and that the total amount of the debts which the said corporation shall at any time owe over and above the actual deposites in the said bank, shall not exceed twice the sum of the capital stock subscribed and actually paid into the bank.
Sec. 8. And be it enacted, That the bills obligatory and of Bi!ls under seal credit, under the seal of the said corporation, which shall be assignable by endorsemeni. made to any person or persons, shall be assignable by endorse
ment thereon, under the hand of such person or persons, his, her, or their assignee or assignees, successively, and so as to enable such assignee or assigness, to bring and maintain an
action thereupon in his, her or their name or names; and the Bills not under
bills or notes which may be issued by order of said corpora
tion, signed by the president, and countersigned by the cashier and negotiable.
thereof, promising the payment of money, to any person or persons, his, her or their order, or bearer, though not under the seal of said corporation, shall be binding and obligatory on the same, and with like power and effect, as upon any private person or persons, if issued by him or them in their private and natural capacity or capacities, and shall be assignable or negotiable in like manner as if they were issued
by such private person or persons, and shall be received in Proviso. payment for all debts due to said corporation : Provided, that
every bill or note issued by said corporation, payable to bearer, or to any person or persons, his, her, or their order or bearer, shall be deemed and taken to be payable and demand, able at the office of the said banking company.
Sec. 9. And be it enacted, That it shall be the duty of the directors of the said corporation, to make semi-annual