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Proviso.

A. D. 1811.constitute, ordain and establish such by-laws, rules, or

dinances and regulations as they from time to time shall judge proper' for the clection of their officers, for the election or admission of new members of the said corporation, and the manner of admission, and the sums that shall be paid yearly by the members of the said so. ciety. Provided always, That such sum shall not exceed the sum of two dollars yearly and every year, and also for the management and disposition of their stock, property, estate and effects for the purposes of carrying into effect the objects of this society and for fixing the times and places of the meetings of the said society, and touching the duties and conduct of the officers of the said corporation as by this act constituted, and for no other purposes whatsoever. Provided always, That no regulation shall be made in any wise to controul the religious principles or affect the rights of conscience of any person whatsoever. And provided further, That such by-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 this act be and carcato be hereby is declared to be a public act, and that the same aspublic act. be construed in all courts and places favorably, for eve

ry purpose therein contained.

CHAP. LXVI.
An ACT to incorporate the stockholders of the bank of
Troy.

Passed March 22, 1811.
UITHEREAS Albert Pawling and others, by their

VV petition presented to the legislature, have prayPrearable.

ed to be incorporated for banking operations: Therefore,

I. BE it enacted by the people of the state of New.

York, represented in senate and assembly, That all such Stockhold, persons as now are or hereafter shall be stockholders of hankothe the said bank, shall be and hereby are ordained, consti. Troy incor- tuted and declared to be from time to time, and until porated.

the first day of May, one thousand eight hundred and

thirty-one, a body corporate and politic, in fact and in andeerpone name, by the name of the president, directors and comrate rights, pany of the bank of Troy, and by that name they and

their successors, 'until the said first day of May, one A.D. 1813. thousand eight hundred and thirty-one, shall and may lave continual succession, and shall be persons in law, capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended in all courts and places whatsoever, and in all manner of actions, suits, complaints, matters and causes whatsoever, and that they and their successors may have a common seal, and may change and alter the same at their pleasure, and also that they and their successors, by the same name of the president, directors and company of the bank of Troy, shall be in law capable of purchasing, holding and conveying any estate, read or personal, for the use the said corporation. · II. And be it further enacted, That a share of the Amount of

a share and said bank shall be twenty-five dollars, and the number the capital of shares shall not exceed twenty thousand, exclusive stock. of what may be subscribed on the part of the state, and that subscriptions to the said capital stock may be kept : open under the direction of the president and directors until the whole number of shares shall be subscribed, and that this state shall have a right to subscribe any number of shares to the said bank not exceeding in the whole two thousand, which shall be paid for in such proportions and at such times as shall be provided for by the by-laws of the said corporation,

III. And be it further enacted, That the stock, pro- 17 directors perty, affairs and concerns of the said corporation, shall be be managed and conducted by seventeen directors, one whom to be of whom to be president, who shall hold their offices" for one year, and until others shall be appointed and clected in their stead, in the manner hereafter mentioned: the person administering the government of this state, by and with the advice and consent of the coun..

3 directors cil of appointment, shall and hereby is authorised an- to be apa sually on or before the first Tuesday of March, to appointed by

the goverpoint one fit person from among the stockholders resi- nor and dent in the village of Lansingburgh, one other person

Son appoint. from among the stockholders resident in the village of nient. Troy, and one other person from among the stockholders resident in the village of Waterford, to be directors

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A. D. 1811. in the said bank, and in case either of the said three die

rectors to be appointed, shall refuse to accept, or shall

die, resign his office, or remove out of the village for case the which he shall have been appointed, that then, and in er to fill va-such case, it shall and may be lawful for the comptrol

ler of this state, for the time being, from time to time,

to appoint by writing, under his hand, another stockDireetors holder of the same village to be director in his stead; to be taken the remaining fourteen directors shall be stockholders Lansing citizens of this state, and at the time of their election, burgh and ford. six of them shall reside in the said village of Troy, four

of them in the said village of Lansingburgh, and four of

to them in the said village of Waterford, and shall be be held in elected on the first Tuesday of March, in every year, at

such place in the town of Troy, as a majority of the diWhat nam-rectors who shall upon all ocoasions constitute a board

n. for doing business for the time being, shall appoint; stitute a and public notice shall be given by the said directors in

use one of the newspapers printed in the village of Lan. Elections singburgh or Troy, of such time and place, not more how con- than sixty nor less than thirty days previous to the day

of holding said election, and the election shall be held and made by the stockholders of the said bank, either

in person or by proxy, and all elections for directors Votes how shall be by ballot, each share of the stock having one apportion. vote, and the fourteen persons who shall have the great.

est number of votes, and residing in the villages 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 having an equal number of votes shall be director or directors, so as to complete the whole number of seventeen; and the said directors chosen at

such election, as soon as may be thereafter, shall proA president ceed in like manner to elect by ballot one of their numto be clect, ed. ber to be their president, and if any director shall re

move out of this state, his office shall be considered as Vacaney of vacant, and whenever any vacancy or vacancies shall hove filled happen among the directors by death, resignation or

otherwise, such vacancy or vacancies shall be filled for

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the remainder of the year in which they shall happen, A. D. 18.. 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 Albert Pawling, First direc. Benjamin Smith, Joseph D. Şelden, Ebenezer Jones, tors. Esaias Warren, Richard P. Hart, Jacob Merritt, Thomas Trenor, Alanson Douglas, Jonathan Burr, John Stewart, Roger Skinner, John Cramer, John T. Close, Moses Scott, Richard Davis, Jun. and John House, and shall hold their offices respectively until the first Tues." day of March, which will be in the year one thousand eight hundred and twelve, and until others shall be appointed and elected in their stead. IV. And be it further enacted, That in case it should Corpora:

tion not disat any time happen that an election of directors should solved by not be made on any day when pursuant to this actitought electes to have been done, the said corporation shall not for tors on the that cause be deemed to be dissolved, but that it shall pointed by and may be lawful on any other day to hold and make law. 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 powers of the time being, or a majority of them, shall have power the diret to make and prescribe such by-laws, rules and regula. ions as to them shall appear needful and proper, touching the management and disposition of the stock, prop. erty, estate and effects of the said corporation, the duties and conduct of the officers, clerks and servants employtherein, 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 by-laws, rules and regulations be'

Provise. not repugnant to the constitution and laws of the Unit. ed States or of this state.

VI. And be it further enacted, That the said bank Bank shall be established and kept, and the buildings neces- where to be

established sary for the accommodation thereof erected, and the business thereof at all times hereafter transacted in the compact part of the village of Troy.

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A. D. 1811. VII. And be it further enacted, That no transfer of Transfers the stook of the said corporation shall be valid or ef

be- fectual in law until such transfer shall be entered or re. ing regis. gistered in a book or books to be kept for that prirpose.

by the directors, and unless the person or persons, making the same shall previously discharge all debts due by him or her to the said corporation which exceed in

amount the residuary stock of such person or persons. Restriction VIII. And be it further enacted, That the total a. mount of mount of debts which the said corporation shall at any.

time owe, whether by bond, note or other contract, over and above the specie then actually deposited in, the bank, 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 administration it shall happen shall be liable for the same in their separate and private capacities, but this shall not be construed to exempt the said corporation, or any estate real or personal which they may hold as a body corporate from being also liable for and charge. able 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. As to real IX. And be it further enacted, That the lands, ten. which the ements and hereditaments which it shall be lawful for company the said corporation to hold shall be only such as shall

be requisite for its immediate accommodation in relation to the convenient transaction of its business, or such as shall have been bona fide mortgaged to it by way of se. curity, or conveyed to it in satisfaction of debts previously contracted in the course of its dcalings, or pur

chased at sales upon judgments which shall have been As to the obtained for such debts; and further, the said corpora. and sale of tion shall not directly or indirectly deal or trade in buydize, stock, ing

i ing or selling any goods, wares, merchandizes or com&c. modities whatsoever, or in buying or selling any stock

created under any act of the United States or any partic, ular state, unless in selling the same when truly pledged by way of security for dcbts due to the said corporation.

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