jority of them, shall assemble as soon as convenient after the passage of this act and choose one of their number to be president of said company, who shall serve until the first annual election of directors, and until a successor shall be chosen; should a vacancy occur at any time in the board of directors, Vacancies, by death or otherwise, the remaining directors, or a majority of them, at their next meeting, may appoint and fill such vacancy or vacancies until the next annual election.

how

elected.

by failure to

5. And be it enacted, That there shall be an election of Directors, how directors held at some place in the county of Bergen, on the first Thursday of December next, and thereafter the annual election of directors shall be held at such time and place and upon such notice as the company by its by-laws shall determine, by giving at least ten days' notice of the same in the newspapers printed in the county of Bergen, and the board of directors shall appoint a judge of such election; and if it Not dissolved should happen that an election of directors should not be had eleet directors at the time appointed, said company shall not for that cause be deemed dissolved, but such election shall be held at such time and place as the directors last before chosen shall appoint; and the directors last before chosen shall continue in office until their successors shall be elected; every board of directors shall, as soon as convenient after their election, choose from their number a president of said company, who shall serve until the next annual election and until another shall be chosen in his stead; the president shall preside at all meetings of the board, except in case of his absence, when a president pro tempore may be chosen by the directors present; all stated meetings of the board shall be held at such time and place as the by-laws appoint, but special meetings may be held by appointment of the board or upon call of the president. 6. And be it enacted, That the said company shall have May establish power to establish and maintain a ferry across the Hudson river from Closter Landing, in the county of Bergen, to some point on the eastern bank of said river, which shall be designated by or under the authority of the legislature of the state of New York; said company shall maintain convenient docks or landing places at the points so designated, and keep the same in good condition and repair for the safe and comfortable embarkation and landing of passengers and vehicles, and shall furnish and maintain proper and safe ferry-boats, suitable for the transportation of passengers, vehicles, horses, cattle, goods and chattels, across said river, and for this

and maintain

a ferry.

sen freehold.

purpose may purchase or lease real estate and erect wharves, piers, slips, buildings and all necessary appendages.

Board of cho. 7. And be it enacted, That the board of chosen freeholders ers of Bergen of the county of Bergen shall have power at all times to fix rates of ferri- rates of ferriage, which the said company shall not exceed;

county to fix

age.

Penalty for

exacting high

riage or de

ers.

but the tariff of rates so fixed at any time shall not be changed oftener than once in three years; and the said board shall also have power to determine the hours and periods when boats shall be kept in readiness for use at said ferry.

8. And be it enacted, That if the said company, or any er rates of fer- ferryman or other person in their employ, shall exact or retaining travel-ceive any higher rates of ferriage than those established pursuant to the seventh section of this act, or shall neglect or refuse at proper times, or at hours to be designated pursuant to the seventh section of this act, to transport across the Hudson river any passenger, horse, vehicle, cattle, goods or chattels for lawful ferriage, or shall unreasonably hinder or delay the same, the person or persons so offending shall forfeit and pay to the party aggrieved the sum of five dollars, together with the excess of ferriage collected, to be recovered, with costs of suit, by action of debt in any court of competent jurisdiction.

Penalty for injury to works.

9. And be it enacted, That if person or persons shall wilfully injure, destroy, impair or obstruct any wharves, slips, bridges, piers, boats, buildings, fences, gates, engines, machines, or other works of said company, the person or persons so offending shall forfeit and pay to said company the sum of one hundred dollars, and in addition thereto, double the amount of the damages sustained by such injury, to be recovered in an action of trespass, or other proper form of action, in any court of competent jurisdiction.

Approved April 16, 1868.

CHAPTER CCCCLXI.

An Act to incorporate the Hudson Car Company.

1. BE IT ENACTED by the Senate and General Assembly of Corporators. the State of New Jersey, That Frederick B. Ogden, George T. Cobb, William Vanderpool, Edgar F. Randolph, Joseph P. Norris, Lewis B. Cobb and Thomas F. Clark, or the survivor or survivors of them, and all such persons as may hereafter be associated with them, or the said survivors, their successors or assigns, shall be and they are hereby constituted and declared a body corporate and politic in fact and in law, by the name of "The Hudson Car Company," to be located at such Name. point or points in this state as said company shall deem most advantageous for carrying on the manufacture of railroad cars, and that the persons above named and their successors by the same name shall be able and capable in law to acquire, purchase, receive, have, hold and enjoy any lands, real estate, tenements and hereditaments, and any goods and chattles of whatsoever kind and quality, and the said lands, real estate, tenements, hereditaments, goods and chattles or any part thereof, to sell, grant, demise, mortgage and dispose of, to sue and be sued, plead and be impleaded in courts of justice, and to make and use a common seal.

capital stock.

2. And be it enacted, That the capital stock of said com-Amount of pany shall be one million of dollars and shall be divided into shares of one hundred dollars each, and after one hundred thousand dollars shall have been paid in, said company may purchase manufactories, real estate and other property necessary for their business, and issue stock to the amount of the value thereof, in payment therefor, and the stock so issued shall be declared to be and taken to be full stock and not liable to any further calls, and that it shall be lawful for said company to issue bonds to the amount of its capital stock payable at such times as the said company shall designate, and to execute mortgages upon their property to secure the payment of the said bonds, with the interest.

to stock.

3. And be it enacted, That the subscription of said stock Subscriptions shall be open at such place as the directors may designate for any time not exceeding sixty days, under the direction of the

Directors how elected.

Location of office.

Stock transferable,

Failure to

elect no for feiture.

Books of ac

count shall be kept.

board of directors, or such of them as shall be designated by the said board for that purpose.

4. And be it enacted, That the stock, property and concerns of said company shall be managed and conducted by seven directors, who shall be stockholders, one of whom shall be president, who shall hold their offices for one year from the first day of May in every year, and that the said directors shall be chosen on the third Monday of April of every year at such hour and place as shall be designated by the by-laws of said company, of which notice shall be given in the manner provided for in the by-laws, and the seven persons shall be the directors who shall receive the greatest number of votes, and if it shall happen that any vacancies occur in any manner, such vacancy may be filled by the remaining directors or majority of them, at any meeting of the board of directors, until the time when the persons elected at the next election for directors shall take their offices by virtue of said election and until after those elected at the first election shall enter upon the duties of their office, the following persons shall be direc tors of the company until the first day of May eighteen hundred and sixty-nine, Frederick B. Ogden, George T. Cobb, William Vanderpool, Edgar F. Randolph, Joseph P. Norris, Lewis B. Cobb and Thomas F. Clark.

5. And be it enacted, That the office of the said company shall be located at Hoboken and that it shall be lawful for the said company to lease or rent the cars manufactured by them to any railroad now in operation or that hereafter may be operated, at such sums or upon such terms as may be agreed upon.

6. And be it enacted, That the stock of said corporation shall be deemed personal estate, and transferable in such manner as shall be provided by the by-laws of said company, and no dividend shall be made to and among the stockholders except from and out of the profits of the said corporation.

7. And be it enacted, That in case it should happen at any time that an election should not be made on the day on which pursuant to this act it ought to be made, the said corporation shall not for this cause be dissolved; but it shall and may be lawful to hold such election on such other days as shall be directed by the said company, and that until such directors are elected the old directors shall hold over.

8. And be it enacted, That the directors shall at all times keep, or cause to be kept, proper books of account, in which

shall be regularly entered and kept all the transactions of the said company, which books shall be open at all times to the inspection of the stockholders of the said company, and a correct and full statement of the affairs of said corporation shall be made to the stockholders at their annual meeting for the election of directors herein before, provided.

to be kept.

9. And be it enacted, That no transfer of stock shall be Transfer book valid or effectual until such transfer shall be entered or registered in the book or books to be kept by the president and directors for that purpose.

and liabilities

10. And be it enacted, That this act shall take effect imme- Restrictions diately, and that the said corporation shall possess the general powers and be subject to the restrictions and liabilities contained in the act entitled "An Act concerning corporations," approved February fourteenth, eighteen hundred and and forty-six, as far as the same is applicable. Approved April 16, 1868.

CHAPTER CCCCLXII.

An Act to incorporate the Lafayette Coöperative Association.

1. BE IT ENACTED by the Senate and General Assembly of Corporators. the State of New Jersey, That John C. Van Horn, Appleton A. Woodward, Thomas Fenn, William R. Carpenter, Simeon M. Ayres, Charles H. Buttrick, Calvin G. Williams, John E. Halliday and George R. Hillier, shall be and they are hereby declared to be a body politic and corporate, in fact and in law, by the name of "Lafayette Coöperative Association," Name. for the purpose of dealing in dry goods, clothing, groceries, provisions, and all articles that may be classed under the head of the necessaries of life, and for that purpose may hold such real estate as may be needful to carry on said business, or that may accrue to them in the course thereof, and may sell, mortgage, lease, or otherwise dispose of the same.

2. And be it enacted, That the capital stock of the com- Capital stock. pany shall be two thousand dollars, with the privilege of ex