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to be chosen
directors how to be notified and held.
estate and property which the said corporation shall be authorized to hold, including the capital stock above mene tioned, shall never exceed in value three hundred thoul
sand dollars. pirs of Calid III. And be it further enacted, That the stock, property, corporation affairs and concerns of the said corporation shall be manto be manag. ed by 13 di- aged and conductel by thirteen directors, one of whom of whom to
to be president, who shall hold their offices for one year, be president, which directors shall be stockholders, citizens of this state, annually. and residing two of them in the village of Waterford, five
of them in the village of Lansingburgh, and six of them in Llections for the village of Troy, and shall be elected on the first Mon
ne day in February in every year, at such place in the town
of Troy as a majority of the directors (who shall upon all occasions constitute a board for doing business) for the time being shall appoint, and public notice shall be given by the said directors in one of the newspapers printed in the village of Lansingburgh or Troy, of such time and place, not more than sixty nor less than thirty days previous to the day of holding said election ; and the said election shall be held and made by such of the stockholders of the said bank as shall attend for that purpose, either in person or by proxy, which proxies shall always be stockholders ; and all elections shall be by ballot, and the thirteen persons who shall have the greatest number of votes, and residing in the villages as aforesaid, shall be directors ; and if it should happen at any election that two or more persons have an equal number of votes, then the said directors in office at the time of such election, or a major part of them, shall proceed to ballot, and by plurality of votes determine which of the said persons so hay. ing an equal number of votes shall be the director or directors, so as to complete the whole number of thirteen ; and the said directors chosen at such election, as soon as may be thereafter, shall proceed in like manner to elect by ballot one of their number to be their president ; and if
any director shall remove out of this state, his office shall Vacancies be considered as vacant ; and whenever any vacancy or v to be
vacancies shall happen among the directors, by death, resignation or removal, such vacancy or vacancies shall be filled for the remainder of the year in which they shall happen, by such person or persons as the remainder of the directors, for the time being, or a majority of them, shall appoint ; and the first directors shall be Samuel Stewart, Guert Van Schoonhoven, John D. Dickenson, James Hickock, Charles Seldon, William Bradley, Elijah Janes, Benjamin Tibbets, Ephraim Morgan, John Woodworth, Daniel Merrit, Townsend M.Coun and Christopher Hutton ; and shall hold their offices respectively until the first day of February, which will be in the year one thousand eight hundred and two.
Firft directots named.
to this act
· IV And be it further enacted, That in case it should at Election not any time happen that an election of directors should not held pursuant be made on any day when pursuant to this act it ought to corporation
not to be dic. have been done, the said corporation shall not for that cause folved. be deemed to be dissolved, but that it shall and may be lawful on any other day to hold and make an election of directors in such manner as shall have been regulated by the laws and ordinances of the said corporation.
V. And be it further enacted, That the directors for the Power and time being, or a major part of them, shall have power to anthony of make and prescribe such bye-laws, rules and regulations as tors. to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects of 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 appertain to the business of a bank, and shall also have 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 ; Provided, That such bye-laws, rules and regulations be not repugnant to the constitution and laws of the United States or of this state. VI. And be it further enacted, That the said bank shall Bank where
to be kept be established and kept, and the buildings necessary for the
and the neaccommodation thereof erected, and the business thereof cefary build
ings to be at all times hereafter transacted at such place in the town eredted." of Troy, as Hosea Moffat, Jonathan Brown, John E. Van Alen and James M’Kown, or any three of them, shall de signate and point out ; which location, when so made, shall be unalterable, and said place shall be near the road leading from Troy to Lansingburgh, and not further north than the Mill-creek, nor further south than the house of Joshua Raymond ; and the said buildings, necessary for the accommodation of said bank, shall be erected, and so far completed, as to admit the transaction of the business of said bank by the first day of December next after the passing of this act.
VII. And be it further enacted, That this state shall This Itate to have a right to subscribe any number of shares to the said have a right bank, not exceeding in the whole the number of two hun- the number
of shares dred, at any time when they shall by law authorize any herein inchis person or persons for that purpose ; and the state shall have tioned. a right to increase the number of shares and stock which the said corporation may hold to the amount of the sum to be subscribed, if the number of shares herein before limited shall be subscribed before such subscription shall take place on the part of the state. VIII. And be it further enacted, That the total amount Amount of
debts which of debts which the said corporation shall at any time
the faid corowe, whether by bond, bill, note or other contract, over poration may
at any time and above the specie then actually deposited in the bank, awer POL. II.
be lawful for
shall not exceed three times the sum of the capital stock subscribed and actually paid into the said bank ; and in case of such excess the directors under whose administra tion it shall happen, shall be liable for the same in their sep. arate and private capacities, but this shall not be construed to exempt the said corporation, or any estate, real or pera sonal, which they may hold as a body corporate, from being also liable for and chargeable with such excess; but such of the directors who have been absent when the said excess was contracted, or who may have dissented from the resolution or act whereby the same was so contracted, shall not be so liable.
IX. And be it further enacted, That the lands, tenements tenements.... and hereditaments which it shall be lawful for the said which it shall
corporation to hold, shall be only such as shall be requisite the said cor. poration to
for its immediate accommodation in relation to the convenient transacting of its business, or such as shall 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 judg.
ments which shall have been obtained for such debts ; Restriction of And further, The said corporation shall not directly or infaid corpora dimenti deal on trade in tion as to deal directly, deal or trade in buying or selling any goods, ingor trading. wares, merchandizes or commodities whatsoever, or in
buying or selling any stock created under any act of the United States or any particular state, unless in selling the same when truly pledged by way of security for debts due to the said corporation.
X. And be it further enacted, That the bills obligatory tory and of and of credit, under the seal of the said corporation, which credit under the feal of shall be made to any person or persons, shall be assignable tion commerce by indorsement thereupon under the hand or hands of signable by
such person or persons, his, her or their assignee or assignees, and so as absolutely to transfer and vest the property thereof in each and every assignee or assignees respectively, and to enable such assignee or assignees to bring
and maintain an action thereupon in his, her or their own And bills or name or names ; and bills or notes which may be issued notes iflued by order of by order of the said corporation promising the payment the faid cor: to any person or persons, his, her or their order, or to Hot under seal. bearer, though not under the seal of the said corporation,
shall be binding and obligatory upon the same in like manner and with like force and effect as upon any private person or persons if issued by him, her or 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. Directors to XI. And be it further enacted, That it shall be lawful the stockhold
Old- for the directors for the time being to call and demand ers the lums from the stockholders respectively all such sums of mofubfcribed.
ney by them subscribed or to be subscribed at such
the ift of Septe
times and in such proportions as they shall see fit, under pain of forfeiture of their shares and of all previous pay.. ments thereon to the said company ; always however giving sixty days previous notice of such call and demand in one of the newspapers to be published as aforesaid.
XII. And be it further enacted, That this present act of Incorporation incorporation shall in no wise be forfeited by any non-user not to be for. whatsoever at any time before the first day of September ufer before next, and that it shall on that day be lawful for the stock- next. holders above mentioned to assemble for the purpose of carrying the same into effect, any want of notice in the manner above prescribed to the contrary in any wise notwithstanding.
XIII. And be it further enacted, That each stockholder Apportion. at elections, and on all other questions, shall be entitled to ment of votea the number of votes proportioned to the number of shares holder. which he or she shall have held in his or her own name, for at least three months preceding such time, according to the following ratio, that is to say ; One vote for every share not exceeding eight, ten vote's for twenty shares, twenty votes for thirty shares, and one vote for every ten, shares aboves, thirty, but no person, co-partnership or body politic shall be entitled to more than fifty votes, and no stockholder, unless actually resident within the United States, shall yote at elections or on any other occasions by proxy. . XIV. And be it further enacted, That it shall be the du- Direstors to
make half ty of the directors to make half-yearly dividends of so
yearly divi. much of the profits of the said bank as to them, or a ma- dends. jority of them shall seem advisable, and that every cash- Cashier and ier and clerk before he enter upon the duties of his of- bond for the fice shall give bond, with two or more sureties, to be ap- faithful per.
formance of proved of by the directors for the time being, or a major- their duties. ity of them, in a sum not less than ten thousand dollars for such cashier, and two thousand dollars for each clerk, conditioned for the faithful discharge of their several duties." XV. And be it further enacted, that the said corporation Amount of
intereft not to shall not demand any greater interest on any loan or disa exceed 6 per count than at the rate of six per centum per annum.
cent per an· XVI. And be it further enacted, That this act be and is
This act de hereby declared to be a public act, and that the same be, clared a pub
lic act. for the time herein before limited, construed in all courts and places benignly and favourably for every beneficial purpose therein mentioned.
clerks to give
[See the general act on this subject, Vol. 1, p. 163. E.]
EIGHTH SESSION. CHAP. XLVI.
Passed 31st March, 1785. Certain fer- II. A ND be it further enacted by the authority aforesaid, ries to be leafed for a Al That it shall and may be lawful for the justice or term of years. justices of the peace, resident in the several townships of
Oyster-bay in Queens county, and New-Rochelle in West. chester county, and the overseers of the poor of the said respective townships, or a majority of them, to lease for any term not less than four, nor exceeding seven years, the right and privilege of setting up, keeping and maintaining a ferry from their tespective townships, across the
East-river to such landing places in the said two counties Places where as are herein after mentioned ; that is to say, That the the ferry
ferry-boat from the township of Oyster-bay, shall and may land, land at such dock or landing place in the township of Rye
in Westchester county as the ferry in the said township of Rye shall and may by law be kept ; and that the ferryboat from the said township of Rye, shall and may land at such dock or landing-plade in the said township of Oystere bay, as the ferry in the said township of Oyster-bay, shall by virtue of this act be kept ; that the ferry-boat which shall be kept by the before mentioned Richard Sands, his heirs, executors or administrators, shall and may land at such dock or landing-place in the township of New-Rochelle as the ferry in the said township of New-Rochelle, shall by virtue of this act be kept ; and that the ferry-boat from the said township of New-Rochelle, shall and may land at such dock or landing-place at Cow-neck aforesaid, as the said Richard Sands, his heirs, executors or adıninistrators, shall erect and keep, as is herein after mentioned ; and that it shall and may be lawful for the justice or justices of the peace, resident in the several townships of Oysterbay and New-Rochelle, and the overseers of the poor of the said respective townships, or a majority of them, to lease for any term not less than four, nor exceeding seven years, to such person or persons, and at such yearly rent as they shall deem proper, the right and privilege of setting up, keeping and mamtaining a fery across the East-river, to and from the respective townships before mentioned ; and the rent to be reserved as aforesaid, shall be applied towards the maintenance and support of the poor of the respective townships aforesaid.