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1. D. 1811. any public stock whatever, or for any other purposes

than those specified in such instrument as aforesaid. What to be VIII. And be it further enacted, That the copy of yeceived as

as any certificate filed in pursuance of this act, and cer. evidence of the incor. tified to be a true copy by the secretary of this state, a company. or his deputy, shall together with this act, be receiv.

ed in all courts and places as legal evidence of the incorporation of such company.

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person at a

CHAP. LXVIII.
An ACT to incorporate the Stockholders of the Mid-

dle District Bank. Passed March 22, 1811. EI. DE it enacted by the people of the state of New.

D York,represented in Senate and Assembly, That Number 'of a share in the said bank shall be twenty-five dollars,

et and the number of shares shall not exceed twenty 20,000.' thousand, exclusive of any shares that may be sub. Not more scribed on the part of the state ; and that no individthan 400 blares to be ual shall hold at any one time more than four hun. bield by one dred shares of the said stock, and that Theron Rudd, time. William Taber, Peter R. Maison, Henry A. LivingDirectors, ston, Levi M'Kean, Thomas Nelson, Abraham G. appointed.

Storm and Ezra Thompson, jun. are hereby appoint, 5 directors ed commissioners, any five of whom to constitute a to be a quo-, rum for the board, for the purpose of opening books on the first opening

" Tuesday of May next, at some proper place in the

village of Poughkeepsie, and Jesse Buel, Benjamin Poughkeepsic. R. Bevier, Henry Jansen, Samuel H. Phillips, and

Zachariah Schoonmaker, are hereby also appointed

commissioners for the purpose of opening books on pointed to the said first Tuesday of May next, at some proper open books inKingston. place in the village of Kingston, in the county of Ul.

ter; and that the said books be kept open in the said Books how villages respectively for three days successively in long to be that week, and for three days successively in each of kept open.

the two succeeding weeks; in which books all per.

. sons inclining to associate for the purpose of estab. Two and

6. lishing a bank in the said Middle District, shall subto be paid scribe such number of shares as they respectively on a share at the time wish, depositing at the same time with the said comin subacribe missioners the sum of tio and an half per cent on

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the amount of each share by them so subscribed ; and A. D. 1911 if the number of shares so subscribed shall exceed Shares if twenty thousand, the said commissioners shall apothee portion the excess among the several subscribers in to be approportion to the shares subscribed; and the said.

Who to be commissioners shall be inspectors of the first election inspector of directors, and shall certify under their hands, the of first enames of those duly elected, and deliver over to them or to their order, the subscription books, together with be paid o.. the deposit money on the stock so subscribed.

ver to the

directors. II. And be it further enacted, That the stock, property, affairs and concerns of the said corporation shall 21 di

"to be chos. be managed and conducted by twenty-one directors, en. who shall hold their offices for one year, and which directors shall be stockholders and citizens of this state ; fourteen of the said directors to be chosen

Of » hom from among the stockholders residing in the county of Dutchess, and at least eight of the said fourteen side in

Dutchess shall be resident in the village of Poughkeepsie ; and and part in the remaining scven of the said twenty-one directors,

, county. shall be chosen from among the stockholders residing in the county of Ulster, and at least four of the said seven shall be resident in the village of Kingston ; that the first election for directors shall be held in the First ciec. village of Poughkeepsie, on the first Tuesday of June and where next, at the hotel in Poughkeepsie, or such other to be held. place as a majority of the stockholders then assembled shall appoint; and each succeeding election of direc. Sucoeding tors shall be held annually thereafter on the first Tues- where to be day of June in each year, at such time and place with hełd. in the village of Poughkeepsie as a majority of directors for the time being shall appoint, notice whereof shall be given by the said directors in one or more newspaper printed in each of the villages of Poughkeepsie and Kingston, at least thirty days previous to the day of holding such election ; and the said eléction shall be held and made by such of the stockhold. ers of the said bank as shall attend for that purpose, either in person or by proxy, which proxies shall always be stockholders; and that every share be enti. Votes how tled to a vote, unless any stockholder shall hold more com

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A. D. 1811. than ten shares; and in case any stockholder shall hold

more than ten shares, he shall be entitled to one vote only for every ten shares exceeding the said number of ten; and all elections shall be by ballot; and the

twenty-one persons who shall have the greatest num. Election ber of votes, and residing as is herein before directed, how con:

shall be directors; and if it should happen at any election that two or more persons shall have an equal number of votes, then the said directors in office at the time of such election, or a majority 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 the director or directors, so as to complete the whole number of twenty-one ; and the said directors chosen at such election, as soon as may be thereafter, shall proceed in like manner to elect by

ballot, one of their number, residing in the village of to be clo- Poughkeepsie, to be their president; and if any of

the directors who by this act ought to be resident in either of the said villages of Poughkeepsie and Kingston, or in the counties of Dutchess and Ulster, as

the case may be, shall remove out of the same, the of. Vacancy in sice of such director shall be considered as vacant ; Licorice of and whenever any vacancy or vacancies shall happen how filled. among the directors, by death, resignation or remov.

al, 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 rest of the directors for

the time being, or a majority of them, shall appoint. • Deref dircc III. And be it firther enacted, That the fourteen tors to form directors to be chosen in manner aforesaid from among a board for trauszein the stockholders residing in the county of Dutchess, of business

Lies or a majority of them, shall constitute a board which sued Ulsler. shall meet in the village of Poughkeepsie for all pur.

poses which may relate to discounts which shall be made in the said county of Dutchess ; and the seven directors to be chosen from among the stockholders residing in the county of Ulster, or a majority of them, shall in like manner constitute a board which shall meet in the village of Kingston for all purposes which may relate to discounts which shall be made in the said county of Ulster,

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IV. And be it further enacted, That in case it A. D. 1811. should at any time happen that an election of direc- Corporatitors should not be made on any day, when pursuant, to this act it ought to have been done, the said cor- neglect to

elect diree poration shall not for that cause be deemed to be dis-tors on the solved, but that it shall and may be lawful, on any da other day, to hold and niake 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 all persons, by

Stockhold. virtue of this act becoming stockholders of said bank, en be and they are hereby ordained, constituted and de- porated. clared to be from time to time, until the first day of June, which will be in the year of our Lord, one thous. and eight hundred and twenty-five, a body corporate and politic, in fact and in name, by the name of the “ President, Directors and Company of the Middle Their style

and corporDistrict Bank,” and by that name, they and their suc- ate rights. cessors, until the said first day of June, in the year of our Lord one thousand eight hundred and twenty- Duration of

the corporfive, shall and may have continual succession, and ation. 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 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 Middle District Bank” shall be in law ca. pable of purchasing, holding and conveying any es. Authorized tate, real or personal, for the use of the said corpora- to hold real tion.

VI. And be it further enacted, That in case the said number of twenty thousand shares should not be sub-k scribed on the books, directed by this act to be open- until the

“whole numed by the commissioners as aforesaid, subscriptions be osshares shall be kept open under the direction of the presidente and directors of the said bank, at such times and pla.

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A. D. 1811. ces as they shall think proper, until the said number

of shares be subscribed.

VII. And be it further enacted, Thatîthe twenty-one

directors for the time being shall have half yearly Powers of meetings at the village of Poughkeepsie, and they, or

Cm a major part of them, shall have power to make and

prescribe such by-laws, rules and regulations as to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects of the said corporation; the duties and conduct of the officers, clerks and servants em. ployed therein; 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 Provisa.

regulations be not repugnant to the constitution and laws of the United States, or of this state..

VIII. And be it further enacted, That the said bank shall be established and kept, and the business

thereof at all times after the organization of the same, where to be established. transacted at such place, withio the village of Pough

keepsie, as the president and directors may deem proper, and all bills or notes to be issued by them shall be made payable at the place so to be establish

ed; and it shall be the duty of the said president and An office of discount & directors to establish an office of discount and deposit he prestablish in the said village of Kingston, and they, or a majori. ed at King- ty of them, shall at their semi-annual meetings, regu

late the amount to be discounted in the said village of Kingston, not less however than one hundred thousand dollars, under the direction and management of the seven directors to be chosen in the county of Ul. ster, and who are hereby declared to be a board for

that purpose. Right of

of IX. And be it further enacted, That this state shall subscrip. have a right to subscribe any number of shares to the tion reserv. ed to the said bank, not exceeding in the whole the number of

two thousand, at any time when they shall by law authorise any person or persons for that purpose ; and

Bank

ston,

State.

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