Names of corporaters.

Corporate

name.

Amount of

capital stock.

Commission

books subscription.

CHAPTER CLXXIII.

An Act to incorporate the Newark Chemical Works.

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That John B. I. Robison, William Johnson, Caleb G. Crane, Edward J. Hamilton, and their successors and assigns, be and they are hereby created a body politic and corporate, in fact and in law, by the name of the Newark Chemical Works," for the purpose of manufacturing and selling acids and other chemicals, super-phosphate and other fertilizers; and for that purpose may purchase and hold all real and personal estate necessary for the conducting of said business, and may sell, mortgage, lease, or otherwise dispose of the same.

2. And be it enacted, That the capital stock of said company shall be one hundred thousand dollars, with power to increase the same to two hundred and fifty thousand dollars, which shall be divided into shares of one hundred dollars each, and shall be transferable in such manner as the by-laws of said corporation shall direct.

3. And be it enacted, That the above-named persons, or a ers to open majority of them, shall be commissioners to open books to receive subscriptions to the capital stock of such corporation, at such time and place in the city of Newark as they may deem proper, giving notice thereof, for at least ten days, in some newspaper published in said city of Newark; and that as soon as fifty thousand dollars of such stock is subscribed and paid, or satisfactorily secured to be paid, the commissioners shall then give the stockholders notice that a meeting will be held for the purpose of organizing the said company.

Real estate,

&c., may be scriptions.

4. And be it enacted, That subscriptions to the capital stock taken for sub- may be paid by the sale or transfer to the company of, and it shall be lawful for the said company to grant and issue, certificates of shares, in part or full payment for land or real estate, or any leasehold or other interest therein, or any property appropriate to the business contemplated by this act at a valuation to be agreed upon.

5. And be it enacted, That the business of the said corpo

directors.

ration shall be managed by not more than five directors or Election of less than three, all of whom shall be stockholders, and one of" whom shall be president; such directors shall hold their office for one year and until others are elected in their stead; and an election of directors shall be held yearly, at such time and such place, and upon such notice, as the by-laws shall direct, at which election each stockholder shall be entitled to one vote, either in person or by proxy, for every share of stock by them respectively owned.

laws.

6. And be it enacted, That the directors of said corpora May make bytion shall have power to make by-laws for the management and government of said corporation, and may appoint such. subordinate officers as the business of the said corporation may require.

count to be

kept.

7. And be it enacted, That the regular books of account of Books of acsaid corporation shall be kept in the office of said company, opt in the city of Newark, to which books every stockholder shall have free access at all reasonable times for the purpose of examining the same.

ers.

8. And be it enacted, That the corporation hereby created General powshall possess the general powers, and be subject to the restrictions and liabilities, set forth in "An Act concerning corporations," approved the fourteenth day of February, eighteen hundred and forty-six, so far as the same are applicable.

9. And be it enacted, That this act shall take effect immediately.

Approved March 8, 1870.

CHAPTER CLXXIV.

An Act to incorporate the Peabody Insurance Company.

1. BE IT ENACTED by the Senate and General Assembly of Corporate the State of New Jersey, That all such persons as shall become name. depositors to the guarantee capital hereinafter mentioned, their successors and assigns, are hereby constituted and made a body politic and corporate by the name of "The Peabody

Amount of guaranteed capital.

Election of directors.

Insurance Company," and by that name shall be known in law, and have power to sue and be sued, and to defend and be defended in all courts, whether in law or in equity, and by that name may also have, purchase, possess and enjoy, and to their successors, lands, tenements, hereditaments, goods, chattels, property and effects of any kind soever, and the same to grant, demise, alien and dispose of at pleasure, for the benefit of the said company, and may also have a common seal and alter and renew the same at pleasure, and also to create and establish such by-laws and regulations as shall seem necessary and expedient for the government of said corporation, and to put the same into execution.

2. And be it enacted, That the guarantee capital shall be one hundred thousand dollars, with the privilege of increasing the same to five hundred thousand dollars, to be divided into shares of one hundred dollars each; and so soon as fifty thousand dollars shall be actually paid in it shall be lawful for said company to commence the business of said company. 3. And be it enacted, That the business, property and affairs of said company shall be managed by a board of not less than twelve nor more than twenty-four directors, seven of whom shall constitute a quorum; said directors shall during their continuance in office be stockholders in their own right, and a majority of them shall be residents of this state; of the board of directors chosen at the first election, one-third shall hold their offices for one year, one-third for two years, and one-third for three years, and at each subsequent election one-third of the board shall be chosen for the term of three years, and until their successors shall be elected; the annual election shall, after the year one thousand eight hundred and seventy, be held on the second Monday in January in each year, at such hour of the day, and at such place in the city of Newark as the board of directors for the time being shall direct, of which election two weeks' public notice shall be given in one or more newspapers printed in the city of Newark, such election to be held in such manner as may be prescribed by the rules and regulations of said comNot dissolved pany; and in case it should happen that an election for diby failure to rectors should not be held on the day when, pursuant to this act, it ought to have been held, the said corporation shall not for that cause be dissolved, but it shall and may be lawful on any other day to hold such election, and each one hundred dollars of the guarantee capital shall entitle its owner to one

elect directors

vote at each election, to be given in person; and if at any time it shall happen that any vacancy or vacancies occur from any cause whatever among the directors of said company, such vacancy or vacancies shall be filled until the next annual election by such person or persons as the remainder of the directors shall appoint; the first directors shall be Charles First directors Boylan, Charles S. Osborne, Daniel Condit, James L. Gurney, Adam Hay, Walter L. Starr, James M. Allen, John P. Osborne, Otis C. Butler, Charles Compton, William Shove, Silas S. Williams, William Robotham, Thomas Burch and Philip C. Scudder, and that the office and records of said. company shall be kept in the said city of Newark, in the county of Essex.

4. And be it enacted, That the board of directors shall officers. have power to appoint a president, secretary and treasurer, and such other officers and agents as they may deem necessary for carrying on the business of the company, and to allow them, respectively, such compensation for their services as may, in their judgment, be deemed reasonable.

ers to receive

5. And be it enacted, That William P. Parker, Otis C. CommissionButler and Charles W. Badger, be and are hereby appointed subscriptions commissioners to open books for subscription to the guarantee capital of said company, in the said city of Newark, upon two weeks' notice, published in one or more newspapers printed in said city, and that said books of subscription shall be kept open so long as the commissioners, or a majority of them, think proper.

by fire, &c.

6. And be it enacted, That it shall and may be lawful for May insure said company to insure houses, buildings, merchandise and against loss other property, against loss or damage by fire, or by steam boiler explosion, inland navigation and transportation, upon such rates and conditions as shall be contained in the policy

of insurance.

surance.

7. And be it enacted, That all policies or contracts founded Policies of inthereon, which shall be made or entered into by said company, may be made either under or without the seal thereof, and shall be subscribed by the president, or by such other officers as shall be designated by the company for that purpose, and attested by the secretary, and being so attested and subscribed, shall be obligatory upon the company according to the tenor of such policies or contracts.

8. And be it enacted, That it shall and may be lawful for May purchase said company to purchase and hold real estate for the conve- estate.

and hold real

Dividends.

Guarantee capital transferable.

All persons

participate in profits.

nient transaction of their business, and also to take and hold real estate, personal property, or securities of any description, mortgaged, transferred or pledged to said company to secure the payment of any debts which may be contracted with them, and also to proceed on said mortgages or other securities for the recovery of the moneys thereby secured, either at law or in equity, and to purchase on sales made under such proceedings, or otherwise to take and receive any real estate in payment or towards satisfaction of any debt. previously contracted with or due to said company, and the said real estate to mortgage, sell, exchange or otherwise dispose of; and said company may invest their capital and accumulating premiums from time to time, in any public stocks created by the incorporated cities and of the townships and counties of this state or of the United States, or of the state of New Jersey, or in bonds and mortgages and other securities.

9. And be it enacted, That it shall and may be lawful for the directors to make such dividends of so much of the profits of the company as shall appear advisable, among the subscribers to the guarantee capital, upon such ratio as shall be established by the by-laws, which dividends shall be paid out annually or semi-annually, as the by-laws shall direct, to the parties entitled thereto, or to their legal representatives. 10. And be it enacted, That the guarantee capital of said company shall be deemed to be personal property, and shall be assignable and transferable in such manner as the by-laws of said company shall direct.

11. And be it enacted, That all persons who shall insure insured may with the said company may participate in the profits during the period they remain insured by the same, upon such terms and conditions as the directors, by their by-laws, may fix and determine, and the power conferred in this section shall not prevent the said company from issuing policies of insurance without participation in the profits of the company.

12. And be it enacted, That this act shall take effect immediately.

Approved March 8, 1870.