tory, &c. X. And be it further enacted, That the bills obliga- A. D. 1811. tory and of credit under the seal of the said coporation Bills obligawhich shall be made to any person or persons, shall be assignable. assignable by indorsement thereupon, under the hand or hands of such person or persons, his, her, or their assig-nee 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 name or names; and bills or notes which may be issued by order of the said corporation, promising the payment to any person or persons, his, her or their order, or to 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 negociable in like manner as if they were so issued by such private person or persons. Shares for feited for calls. XI. And be it further enacted, That it shall be law- non payful for the directors for the time being to call and de- ment of mand from the stockholders respectively all such sums of money as their respectivé-shares shall amount to, at such times and in such proportions as they shall see fit,, under pain of forfeiture of their shares and of all previ ous payments 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. This act quot forfeit user before March XII. And be it further enacted, That this presented by nou act of incorporation shall in no wise be forfeited by any set to non user whatsoever at any time before the first Tuesday day in of March next, and that it shall on that day be lawful for next. the stockholders 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 notwithstanding. XIII. And be it further enacted, That it shall be the duty of the directors to make half yearly dividends of so much of the profits of the said bank as to them, or a majority of them, shall seem advisable; and that Half yearly to be made. A. D. 1811. every cashier and clerk, before he enters upon the duCashier and ties of his office, shall give bond with two or more suregive bond. ties, to be approved of by the directors for the time be clerks to ing, or a majority 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 And take of their several duties; and the said cashier and clerk shall also take and subscribe an oath to observe and perform all the duties, negative and positive, which may be required of them by the directors from time to time. an oath. Not more than 6 per cent to be taken for loans. An office may be established in burgh. er in Waterford. XIV. And be it further enacted, That the said corporation shall not demand any greater interest on any Îoan or discount than at the rate of six per centum per annum. XV. And be it further enacted, That the president and directors of the said corporation, after they shall begin to discount notes at the said bank in the village of Troy, may and shall, whenever a majority of the directors residing in the village of Lansingburgh require it, establish an office in the said village of Lansingburgh, north of the dwelling house occupied by James Hickok, the better to accommodate the people of that village in their banking concerns, and the same office there maintain and keep during the continuance of this charter, and furnish the same from time to And anoth-time with adequate funds to answer all the beneficial purposes of such office; and whenever a majority of the directors residing in the village of Waterford shall request the board of directors to establish a like office in the said village of Waterford, the directors for the time being, or a majority of them, shall be authorised and without delay required to establish and maintain such office in that village, and furnish the same from time to time with adequate funds to answer all the beneficial purposes of the said last mentioned office: Provided, That the board of directors shall always meet in the said village of Troy, and not elsewhere, for the purpose of discounting all notes and paper to be offered for discount at the bank or at either of such offices. Proviso. XVI. And be it further enacted, That this act be A. D. 1811. and is hereby declared to be a public act, and that the This a pubsame be for the time herein before limited construed lic act. in all courts and places benignly and favorably for every beneficial purpose therein mentioned. CHAP. LXVII. An ACT relative to incorporations for manufacturing for manu certain ar rated by fil icate in the E it enacted by the people of the state of NewYork, represented in Senate and Assembly, That Companies at any time within five years hereafter, any five or facturing more persons who shall be desirous to form a compa- ticles may ny for the purpose of manufacturing woollen, cotton be incorpo or linen goods, or for the purpose of making glass, or ing a certiffor the purpose of making from ore bar-iron, anchors, secretary's mill-irons, steel, nail rods, hoop-iron and ironmong. office. ery, sheet copper, sheet lead, shot, white lead and red lead, may make, sign and acknowledge, before a justice of the supreme court, a judge of the court of common pleas, or a master in chancery, and file in the office of the secretary of this state, a certificate in writing, in which shall be stated the corporate name of the said company and the objects for which the company is formed, the amount of the capital stock of the said company, the number of shares of which the said stock shall consist, the number of trustees and their names who shall manage the concerns of the said company for the first year, and the names of the town and county in which the manufacturing operations of the said company are to be carried on. ies corpo 20 time of fil. II. And be it further enacted, That as soon as such To be bodcertificate shall be filed as aforesaid, the persons who rate and shall have signed and acknowledged the said certifi- politic for cate, and their successors, shall, for the term of twen- from the ty years next after the day of filing such certificate, ing the cer be a body politic and corporate, in fact and in name, by the name stated in such certificate, and by that name they and their successors shall and may have porate succession, and shall be persons in law capable of su- rights ing and being sued, pleading and being impleaded, tificate. Their cor A. D. 18 answering and being answered unto, defending and being defended; in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever; and they and their successors may have a common seal, and the same may make, alter and change at their pleasure; and that they and their successors, by their corporate name, shall in law be capable of buying, purchasing, holding and conveying any lands, tenements, hereditaments, goods, wares and merchandize whatever, necessary to enable the said company to carry on their manufacturing operations mentioned in such certificate. Trustees to III. And be it further enacted, That the stock, property and concerns of such company shall be managed and conducted by trustees, who, except those for the first year, shall be elected at such time and place as shall when to be directed by the by-laws of the said company, and and how public notice shall be given of the time and place of conducted. holding such election not less than ten days previous be annually elected. Election take place thereto, in the newspaper printed nearest to the place where the manufacturing operations of the said company shall or are to be carried on, and the election Each share shall be made by such of the stockholders as shall atto have one tend for that purpose, either in person or by proxy, vote. Vacaney in per and all elections shall be by ballot, and each stock•holder shall be entitled to as many votes as he owns shares of the stock of the said company, and the sons having the greatest nnmber of votes shall be trustees; and whenever any vacancy shall happen the office of among the trustees by death, resignation or removal out of the state, such vacancy shall be filled for the remainder of the year in such manner as shall be provided by the by-laws of the said company: Provided trustees not always, That the number of trustees shall not exceed to exceed 9. nine, and that they shall respectively be stockholders in such company. trustee how filled. Number of Company ed by ne lect trus not dissolv. IV. And be it further enacted, That in case it shall gleet toe at any time happen that an election of trustees be not teet on the made on the day when by the by-laws of the said com- . pany it ought to have been done, the said company pointed by for that cause shall not be dissolved, but it shall and tees on day ap law. may be lawful on any other day to hold an election for A.D.1811. trustees, in such manner as shall be directed by the by-laws of such company. stock not to V. And be it further enacted, That the capital stock Capital of such company shall not exceed one hundred thou-exceed sand dollars; and it shall be lawful for the trustees $100,000. to call and demand from the stockholders respectively all such sums of money by them subscribed, at such time and in such proportions as they shall deem proper, under pain of forfeiting the shares of the said stock-Shares forholders, and all previous payments made thereon, if fuited for such payments shall not be made within sixty days after ment of a notice requiring such payment shall have been published in such newspaper as aforesaid. non pay calls. the tru VI. And be it further enacted, That the trustees of Powers of such company for the time being shall have power to tees. make and prescribe such by-laws, rules and regula. tions as they shall deem proper respecting the management and disposition of the stock, property and estate of such company, the duties of the officers, artificers and servants by them to be employed, the election of trustees, and all such matters as appertain to the concerns of the said company, to appoint such and so many officers, clerks and servants for carrying on the business of the said company, and with such wages as to them shall seem reasonable: Provided, That such by-laws be not inconsistent with the constitution and laws of this state or of the United States. deemed how trans tert stock VII. And be it further enacted, That the stock of Stock such company shall be deemed personal estate, and personal e be transferable in such manner as shall be prescribed to. by the laws of the company; and that for all debts ferable. which shall be due and owing by the company at the Towhates time of its dissolution, the persons then composing hokers are such company shall be individually responsible to the responsite extent of their respective shares of stock in the said ntion of company and no further; and that it shall not be law. ful for such company to use their funds, or any part thereof, in any banking transaction, or in the pur- Restriction chase of any stock of any bank, or in the purchase of plication at the disso. the compa ny. on the ap th- fand |