case of the death, resignation or absence of the president, the vice-president shall preside until the next annual election thereafter, or until another president shall be chosen: and in case of the death or resignation of the president or vice-president, or of any director, such vacancy or vacancies may be filled for the remainder of the year wherein they may happen, by the board of directors: and in case of the absence of the president and vice-president, the board of directors shall have power to appoint a president pro tempore, who shall have and exercise such powers and functions as the by-laws of the said corporation may provide.

S6. In case it should at any time happen that an elec- Election. tion of directors shall not be made on any day when pursuant to this act it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved; but such election may be held at any time within sixty days thereafter.

$7. The corporation is hereby empowered to purchase, Real estate. receive and hold such real estate as may be necessary and convenient in accomplishing the objects for which this incorporation is granted; and may by their agents, surveyors and engineers, enter upon and take possession of and use all such lands and real estate as may be indispensable for the construction and maintenance of their single and double rail-road or way, and the accommodations requisite and appertaining thereto; and may also receive, hold and take all such voluntary grants and donations of land and real estate, for the purpose of said road, as shall be made to the said corporation, to aid in the construction, maintenance and accommodation of the said single or double rail-road or way; but all lands or real estate thus entered upon, which are not donations, shall be purchased by the said corporation, of the owner or owners of the same, at a price to be mutually agreed upon between them; and in case of a disagreement as to price, and before making any portion of said road on said land, the said corporation, or the owner of such land, may apply by petition to the vice-chancellor of the eighth circuit, who, upon such application, shall cause such notice to be given to the other party as he shall deem proper and sufficient, appointing therein the time and place of hearing the parties; at which time and place, upon proof that the notice directed has been given, the said vice-chancellor shall direct the manner of ascertaining the damages which the owner or such land or real estate will sustain by the occupation thereof by the said company: and the said vice-chancellor shall appoint three competent and disinterested commissioners,

who shall be freeholders, and residents of the county of Erie, and who shall, under the direction of the said vicechancellor, make appraisements and determine said damages, and report in writing under their hands to the said vice-chancellor, who shall examine the same and hear the parties in relation thereto, if he shall deem it expedient, and increase or diminish the damages if he shall be satisfied injustice has been done. The report shall contain a minute and accurate description of the. land appraised. The commissioners shall be allowed three dollars each day for their services. Upon proof to the vice-chancellor, to be made within thirty days after his determination, of payment to the owner, or of depositing to the credit of the owner in such incorporated monied institution as the said vice-chancellor shall direct, of the amount of said damages and the payment of all expenses, the said vicechancellor shall make an order or decree, particularly describing the land, and reciting the appraisement of damages and the mode of making it, and all other facts necessary to a compliance with this section of this act; and when the said order or decree shall be recorded in the office of the clerk of the court of chancery for such circuit, the said corporation shall be possessed of all such land or real estate, and may enter upon and take possession, and use the same for the purposes of the said road.

S 8. In case any married woman, infant, idiot or insane person, or non-resident of the state, who shall not appear after such notice, shall be interested in any such land or real estate, the said vice-chancellor shall appoint some competent and disinterested person to appear before the said commissioners, and act for and in behalf of such married woman, infant, idiot, insane person or non-resident.

$9. The said corporation is hereby authorised to construct, erect, build, make and use, a single or double railroad or ways, of suitable width and dimensions, to be determined by the said corporation, on the line, course or way designated by the directors as aforesaid, as the line, course and way whereon to construct, erect, build and make the same; and shall have power to regulate the time and manner in which goods and passengers shall be transported, taken and carried on the same; and shall have power to erect and maintain toll-houses and other buildings for the accommodation of their concerns, as they may deem suitable to their interests.

$10 Whenever it shall be necessary for the construction of their single or double rail-road or way to intersect or cross any stream of water or water courses, or any road or highway being betwixt the places prescribed by

the first and fourth sections of this act, it shall be lawful for the said corporation to construct their single or double rail-road or ways across or upon the same: but the corporation shall restore the stream or water course, or road or highway thus intersected, to its former state, in a sufficient manner not to have impaired its usefulness; and shall moreover crect and maintain sufficient fences upon the line of the route of their single or double rail-road or ways.

$ 11. It shall be lawful for the company hereby incor- Tolls porated, from time to time, to fix, regulate and receive the tolls and charges by them to be received for transportation of property or persons on the single or double railroad or ways aforesaid, hereby authorised to be constructed, erected, built, made and used.

S 12. If any person or persons shall wilfully do or cause Penalty. to be done, any act or acts whatever, whereby any building, construction or work of the said corporation, or any engine, machine or structure, or any matter or thing appertaining to the same, shall be stopped, obstructed, impaired, weakened, injured or destroyed, the person or persons so offending shall be guilty of a misdemeanor, and shall forfeit and pay to the said corporation double the amount of damages sustained by means of such offence or injury, to be recovered in the name of the said corporation, with costs of suit by action of debt.

stockholders.

$ 13. It shall be lawful for the directors to require pay- calls on ment of the sums to be subscribed to the capital stock, at such times, and in such proportions, and on such conditions as they shall see fit, under the penalty of the forfeiture of all previous payments thereon; and shall give notice of the payments thus required, and of the place and time when the same are to be paid, at least thirty days previous to the payment of the same, in a public newspaper published in the city of Buffalo, and in the county of Erie.

S 14. The said corporation shall possess the general General powers and be subject to the general restrictions and lia- powers. bilities prescribed by such parts of the eighteenth chapter of the first part of the Revised Statutes as are not repealed.

Annual re

S15. The directors of said company shall make an annual report, in detail, of their proceedings and expendi- port. tures, verified by the affidavit of at least two of them; which report shall be filed in the office of the secretary of state; and in like manner shall, at the expiration of each year, for the term of fifteen years after the completion of

Road may

said road, file in said office a detailed statement of tolls received on such rail-road, and of all moneys expended by said company for repairs or otherwise, for the purpose of said rail-road.

$ 16. If the legislature of this state shall, at the expirabe purchased tion of ten, and within fifteen years from the completion of said rail-road, make provision by law for the repayment to the said company of the amount expended by them in the construction of the said rail-road, together with all moneys expended by them for permanent fixtures, for the use of said rail-road, with interest on such sums, at the rate of ten per centum per annum, together with all moneys expended by said company for repairs or otherwise, for the purposes of said road, after deducting the amount of tolls received on said road, then this said rail-road, with all fixtures and appurtenances, shall vest in and become the property of the people of this state.

Tolls on

goods

Rights re served.

$17. The said corporation hereby created shall pay to the commissioners of the canal fund the same tolls on all goods and other property transported, taken and carried on the said road or ways, as may at the time of such transportation on the said rail-road or ways be required to be paid to this state on the same kind and description of goods and other property transported, carried and conveyed on the Erie canal; and it shall be the duty of the said corporation, on the first days of February, May, August and November, in each year, after the said rail-road or any part thereof shall be completed and used, or as soon after the said days as is practicable, to render to the comptroller a quarterly account or statement of all goods or other articles transported, carried or conveyed on the said railroad or ways; and which account or statement shall specify particularly the weight, quantity and description of goods thus transported, and the distance of such transportation on the said road, and shall be verified by the cath of the president and secretary of said corporation.

S18. The legislature may at any time alter, amend, modify or repeal this act.

CHAP. 293.

AN ACT relative to the city of Schenectady.

Passed April 29, 1833.

The People of the State of New-York, represented in Senate and Assembly, do enact as follows:

the city.

$1. All that district of country contained within the Bounds of following limits, to wit: Beginning on the easterly bounds of the patent of Schenectady, in the middle of the Mohawk river, and running thence up the stream through the middle of the said river as it winds and turns, to a point about five chains above what was formerly called the Upper Ferry, where the Mohawk bridge is erected; thence with a straight line to the northwest corner of the lot formerly belonging to Nicholas Van Patten, deceased, now owned by Isaac M. Schermerhorn, on the easterly bank of a branch of the Mohawk river; thence along the same, up stream, to the mouth of a creek called the Church Mili creek; thence up the said branch of the Mohawk river eight chains; thence due east until it intersects a line running from the mouth of said Mill creek south eight degrees east; then south eight degrees east, to the southerly bounds of the patent of Schenectady; thence along the same southeasterly till it intersects the north bounds of the manor of Rensselaerwyck; thence along the same easterly to the easterly bounds of the patent of Schenectady, and thence along the same to the place of beginning, shall continue to be a city, by the name of Schenectady: and that all the freemen of this state, from time to time, being inhabitants of the said city, shall be a body corporate, by the name of "The Mayor, Recorder, Aldermen and Com- Corporate monalty of the City of Schenectady," and by that name, they and their successors shall be known in law, and be capable of suing and being sued, and of defending in all courts of law and equity, and in all actions and matters whatsoever; and may have and use the present public seal of the said city as their common seal, and may alter the same at their pleasure; and shall continue in law capable of holding, enjoying and conveying all the estate real and personal, and of collecting, recovering and disposing of all the property, rents, income, funds and effects whatso ever, now held and owned by or belonging to them, or which they now are or may become possessed of or entitled unto, under and by virtue of any act or acts of the legislature of this state heretofore passed, and in as full and ample a manner as the same are now held and possessed by the mayor, aldermen and commonalty of the said

name.