Corporators. Name. Capital stock. CHAPTER CCIII. An Act to incorporate the Masonic Association of the city of 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That John Edwards, John C. G. Robertson, William Ower, Robert McCullock, Alpheus S. Allen, and their associates, and the survivors of them, free and accepted masons of the state of New Jersey, and their successors, be and they are hereby created a body politic and corporate in law, by the name, style and title of "The Masonic Association of the City of Paterson," for the purpose of having, holding, purchasing and possessing any lands, tenements, hereditaments and personal estate in the city of Paterson, purchased, devised or bequeathed by any person or persons, bodies corporate or politic, capable of making the same, and shall have such power to purchase, take, receive, have, possess and enjoy all such lands, tenements, property, goods, chattels and effects as may be required for the purpose of the said corporation, and the same to grant, bargain, sell, alien, convey, lease, demise, mortgage, change, encumber and dispose of at their will and pleasure. 2. And be it enacted, That the capital stock of the said corporation shall be fifteen thousand dollars, with the privilege of increasing the same to fifty thousand dollars, to be divided into shares of twenty-five dollars each, which shall be deemed personal property, and may be transferred on the books of said corporation in such manner as shall be prescribed by the by-laws; and whenever ten thousand dollars shall have [been] subscribed and paid, or satisfactorily secured to be paid, the said persons or a majority of them shall convene a meeting of the stockholders by ten days' previous notice served upon said stockholders, or published in two newspapers in the city of Paterson for the same space of time, which notice shall specify the time, place and object of meetDirectors how ing; at which meeting the said stockholders shall proceed to elect such directors as they may deem necessary, who shall hold their office for one year and until others are duly elected in their stead, and make such by-laws as they shall deem proper for the purposes aforesaid, not inconsistent with the elected. laws of this state or of the United States; provided, however, Proviso. that the persons named in the first section of this act shall be the first directors, with power as above provided, and may continue in office until the first annual election prescribed by the by-laws, and until their successors shall be duly elected; and provided further, that the worshipful masters of such ma- Proviso. sonic lodges in the city of Paterson as shall be interested in the capital stock of the said association, shall be ex-officio directors of the said corporation during such time as the said lodges shall be interested in the capital stock of the corporation. capital stock drawn. 3. And be it enacted, That no part of the capital stock No part of shall, at any time or under any pretence, be withdrawn or re- shall be withfunded to the stockholders until ali debts and liabilities of the corporation are fully paid, and each stockholder, at all elections for directors or other purposes, shall be entitled to one vote for every share of capital stock held by such stockholders, which vote may be given in person or by proxy. meut. 4. And be it enacted, That at every annual meeting of Annual statesaid corporation the directors shall submit to the stockholders a written statement of their president or treasurer, of the amount of capital stock paid in, the amount of all existing debts and claims against the corporation, and of their receipts and credits of the preceding year; and such dividends Dividends. may from time to time be declared by the directors as they shall deem proper, and be paid to the stockholders, but no dividend shall be declared except from the net profits of the said corporation. 5. And be it enacted, That this act shall take effect immediately. Approved March 24, 1868. Corporators. Name. Capital stock. ers to open scription. CHAPTER CCIV. An Act to incorporate the Empire Brick Manufacturing Company. 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Ira A. Hutchinson, Samuel E. Ogden, Jacob A. Kline, Joshua Vanbremmer and Hiram Bliss, junior, and such other persons as may be associated with them, and their successors, are hereby created and declared to be a body politic and corporate in law, by the name and title of "The Empire Brick Manufacturing Company," and by that name shall continue in force for thirty years, and have all the privileges and franchises belonging or incident to a corporation. 2. And be it enacted, That the whole amount of the capital stock of said company shall be five hundred thousand dollars, to be divided into shares of fifty dollars each, which shall be personal property, and transferable only on the books of said company; but the company may be organized and commence operations whenever two hundred thousand dollars of the said capital stock shall have been subscribed and paid as hereinafter provided. 3. And be it enacted, That the above-named corporators, Commission or a majority of them, shall be commissioners to receive subbooks of sub- scriptions to the capital stock of said company, at such time and place or places in this state, and upon such notice as they shall direct; and at the time of subscribing for said stock, such amount on each share shall be paid, satisfied, or satisfactorily secured to said commissioners as they, or a majority of them, shall determine; and the residue of the subscriptions shall be paid, satisfied or secured as the directors may determine, in such installments, at such times and places, in such manner, and to such person or persons as said dirctors shall from time to time appoint and direct giving notice of such time and place, and person or persons, by a notice served upon each subscriber two weeks previously to said time, or published in the newspapers printed in the city of Paterson in this state, for two weeks, at Forfeiture for least three times in each week; and upon the failure of any person to pay, satisfy or secure the payment of the installments, or any of them, as aforesaid, the said directors shall have power to forfeit the shares of each and every person so non-payment of install. ments. failing, or any of them, to and for the use and benefit of the said company; and any shares of stock so forfeited as aforesaid, may be held by the said company, or any person or persons for its benefit, and may at any time be sold or disposed of for the benefit of the company, or divided proportionately among the remaining stockholders, as said directors may direct, to be by them held and enjoyed, or sold and transferred with all the rights and benefits incident thereto, the same in all respects as if they were original shares by them subscribed; and any land, or interest therein, machinery, engines, tools, or other property or materials, used or to be used in the business of the said company, may be received in payment or satisfaction of subscriptions for such stock, at such valuation as shall be approved by a majority of the abovenamed corporators; and said commissioners may reserve such portion of said capital stock as a majority of them may determine, for the use of the company as working capital, and to be sold by the directors as they shall see fit. how elected. 4. And be it enacted, That whenever two hundred thousand Directors, and dollars of the capital stock aforesaid shall have been subscribed, the said commissioners, or a majority of them, shall, as soon as they may deem expedient, give notice in such manner as they may determine of a meeting of the stockholders, at such time and place as they may designate, to choose five directors, who shall hold their office for one year and until others are duly elected; such election shall be made at the time and place so appointed, by such of the stockholders as shall attend for that purpose, either in person or by proxy, each share of stock entitling the holder thereof to one vote, and the directors chosen at such meeting, or at the annual election of said corporation shall, as soon as conveniently may be after every election, choose out of their own number a president, who shall hold his office for one year, and until his successor shall be duly appointed; provided, the persons Proviso named in the first section of this act shall be the directors of said company, and shall hold their office until others are legally chosen as above provided for; and in case of the death, resignation or incapacity of the president or any director, such vacancy may be filled by the remainder of the directors for the time being, or a majority of them. poration. 5. And be it enacted, That the said company shall be and Powers of corare hereby authorized and empowered to establish and carry on the business of manufacturing bricks, tiles, pipes, and all other Powers of directors. articles from clay or earth, and of manufacturing or procuring to be manufactured, machines, engines, tools and other articles to be used in the manufac ure of bricks, tiles, pipes and other articles from clay or earth, and of transporting and vending the same, and for such purposes to purchase, rent, take, hold, occupy and enjoy, grant, demise, lease and convey in this state, such lands, and such parts, shares and interest therein as they may deem proper, in fee simple, or any less estate, and to purchase, rent, hire, erect, build, hold, maintain and use, grant, demise, lease and convey such buildings, machinery, engines, tools, kilns, works and other real and personal property, as they may deem necessary and proper for developing their property and carrying on their business. 6. And be it enacted, That the board of directors of said. company shall have power to make and adopt a common seal for said corporation; to appoint from their own number or otherwise, a treasurer and secretary, and such other officers, clerks and agents as they may think necessary, and to fix May borrow their salaries or compensations; to borrow such sums of money as they may from time to time deem advisable, for the purposes of said company, not to exceed in amount at any one time two-thirds of the capital stock paid in or secured, and secure the payment of the same by mortgage or mortgages on the lands, estate, property and rights of said company, or any part thereof; and to make such by-laws, not inconsistent with the provisions of this act, as they may think proper, regulating the issue and transfer of stock, and for the general gov ernment and the affairs of said company; and the principal office of said company shall be in the county of Passaic, and that the said company may, in addition to their office in the county of Passaic, have and maintain an office in the city of New York, for the transaction of business, the transfer of stock, and the meetings of the directors and stockholders of the said company. money on bond and mortgage. 7. And be it enacted, That this act shall go into effect immediately. Approved March 24, 1868. |