subscribed and actually paid into the said company, and in case of such excess, the directors under whose administration it shall happen, excepting such as are absent, or not assenting, shall be liable for the same in their separate and private capacities, but this shall not be construed to exempt the said corporation on any estate real or personal which they may hold as a body corporate from also being liable for and chargeable vith such excess.

IV. And be it further enacted, That the stock, proper

Affairs

y, affairs and concerns of the said corporation shall be how to be managed and conducted by nine directors, being stock-managed, olders and citizens of this state, which directors shall old their offices for one year from the first Tuesday of December in every year, and shall be elected on the first Tuesday of November in every year, at such time and lace in the state, as a majority of the directors for the ime being shall appoint and public notice shall be iven by the said directors, not less than thirty days preious to the time of holding the said election, by an adertisement to be inserted in one or more of the public ewspapers printed in the city of New-York, Albany nd Utica, respectively, one of which shall be the rinter to the state; and the said election shall be made by such of the stockholders of the said corporation as shall attend for that purpose, either in person or by proxy, and all the elections shall be by ballot, and the ine persons who shall have the greatest number of votes 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 by ballot, and by plurality of votes determine which of the said persons so having an equal number of votes shall be the director or directors, so as to complete the whole number; and the directors elected, as soon as may be after the time at which they are to enter upon the duties of their offices, shall proceed in like manner to elect by ballot, one of their number to be their president and if any director shall move out of the state, or cease to be a stockholder, his office shall be con

First directors.

may be made.

sidered as vacant; and whenever any vacancy or va cancies shall happen among the directors, by death, resignation or removal, or otherwise, 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 from among the stockholders, and the first directors shall be Thomas Storm, Isaac Marquand, Seth Capron, George Fitch, Noyes Darling, John King, junior, David I. Greene, Thaddeus B. Wakeman, and James Bailey, and the first president shall be Thomas Storm, who shall hold their respective offices until the first Tuesday of M vember next, or until others thereafter shall be dy elected.

V. And be it further enacted, That in case it should at any time 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 corporation, for that cause, or from any non-user, shall not be deemed to be dissolved, but that it shall and may be lawful on any other day to hold an election of directors in such manner as shall be provided by the laws and ord nances of said corporation.

VI. And be it further enacled, That the directors Bye-laws for the time being, or a majority of them, shall have power to make and prescribe such bye-laws, rules and regulations as to them shall appear proper and needful, touching the government of said corporation, the management and disposition of the stock, business property, estate and effects of the said corporation, th duties and conduct of the officers, agents, clerks, and servants employed therein, the election of director and all such other matters as may appertain to th concerns of the institution, and shall also have powe to appoint so many officers, agents, clerks and s vants, 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 regulation be not repugnant to the constitution and laws of th United States, or of this state.

how to be

VII. And be it further enacted, That no transfer of Transfers stock of the said company shall be valid and effectual made. until such transfer shall be entered or registered in a book or books to be kept for that purpose by the directors.

subscrib

VIII. And be it further enacted, That it shall be awful for the directors to call and demand of the Monies stockholders or subscribers, respectively, all such sums ed may be of money by them subscribed, or to be subscribed, at demanded uch times and in such proportions as they shall see it, under pain of forfeiture of their shares and all preious payments thereon, to the said corporation; alvays, however, giving at least, thirty days previous otice of such call and demand, in the same way, and a as public a manner as is required for the election of lirectors by this act; and each stockholder shall be entitled to one vote on each share which he shall have held in his own name at least fourteen days prior to he time of voting: Provided always, That the capital tock of said company shall be placed in the city of New-York, and that the business and transactions of he said company shall be limited to the city of NewYork.

IX. And be it further enacted, That it shall be the duty of the directors to make yearly, or in their discretion, half yearly dividends of so much of the profits of said corporation as to them, or a majority of them, shall seem adviseable; and that every officer, agent or clerk, before he enters upon the duties of his office, shall give such security for the faithful discharge thereof as the directors shall require.

Dividends

dered

X. And be it further enacted, That the directors Accounts shall annually on the first Tuesday of December, lay to bed an before the stockholders a general statement of their nually. accounts and proceedings, which statement they shall cause to be lodged with their chief officer or agent at least ten days previous to the annual election of directors, for the inspection and examination of the said corporation.

XI. And be it further enacted, That this act be, and This is a it is hereby declared to be, a public act, and that it public act.

shall for the time herein before limited, be construed in all courts and places, benignly and favorably, for every beneficial purpose therein contained: Provided, That it shall be lawful for the legislature at any time r after five years from the time of passing this ad, to amend or alter the same.

W

CHAP. CLI.

An ACT to amend the act entitled "An act for the opening a Road between the City of Albany, and the River St. Lawrence.” Passed April 9, 1813 HEREAS the legislature at their last session, by the act entitled “ An act for the opening road between the city of Albany and the river St. La rence," did authorize and direct the commissioners of the land-office to sell or dispose of certain lands in Tot ten and Crossfield's purchase, for the purpose of opening and making a great and more direct road leading from the city of Albany to some place near the foot of sloop navigation on the river St. Lawrence, at such price as they might consider the same to be worth, and payable at such times as might be deemed by them proper. for accomplishing the object thereby intended: And whereas it appears from a report of the commissioners appointed under the act hereby amended, that a good and sufficient road may be made much nearer than any heretofore laid out and made, and that they re quire more efficient means to carry the objects contemplated by the above recited act into effect: And whereas the state owns a large tract of land through which the said road will pass, the value of which will be greatly enhanced by said road: Therefore,

Be it enacted by the people of the state of New-York, represented in Senate and Assembly, That the treasur er, on the warrant of the comptroller, be and he is hereby authorized and required to pay fifty cents for every ac appropriated by the act aforesaid on the part of this state to the making of the said road, which sum shall be paid in the manner directed in and by the said act in lieu of the lands belonging to the people of this state. which the commissioners of the land-office are directe by the said act to sell for that purpose, and that the

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aid commissioners shall at any time after the said road hall be completed, sell so much of the said lands beonging to the people of this state adjoining the said bad as shall amount to the whole sum paid out of the easury in pursuance of this act, together with an inrest of six per cent thereon.

CHAP. CLII.

In ACT to authorize the Supervisors of the County of Orange to raise money by tax for the erection of a Fire-Proof Clerk's Office in the County of Orange. Passed April 9, 1813.

E it enacted by the people of the state of NewYork, represented in Senate and Assembly, That e supervisors of the county of Orange, at their anuual eeting on the first Tuesday in October next, may vy and raise by tax on the freeholders and inhabitants f the said county, a sum not exceeding one thousand ollars, over and above the ordinary expences of colecting the same, which amount may be drawn from ne treasury of the said county upon the order of Wilam Thompson, George D. Wickham, and David M. Westcott, who shall be and hereby are appointed comnissioners for superintending and building the said office, of such size and dimensions as to them shall eem proper, within forty rods of the court-house at Goshen; and the said commissioners shall account to he supervisors of the said county for all disbursements and expenditures arising to them, in erecting the said fire-proof clerk's office.

II. And be it further enacted, That the supervisors of the said county shall meet at the court-house in Goshen on the last Tuesday of May next, for the purpose of taking into consideration the propriety of raising the sum of money aforesaid for the purpose aforesaid, any thing in this act to the contrary notwithstanding.