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-^^Jl 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 e^kicnw " a,iv cert»ficate filed in pursuance of this act, and certhc incor-^tified to be a true copy by the secretary of this state, i ' r' m" ° or j^jg deputy, shall together with this act, be received in all courts and places as legal evidence of the incorporation of such company.
An ACT to incorporate the Stockholders of the Middle District Bank. Passed March 22, 1811. kc gas? ° !• ~fy E it enacted by the people of the state of NewJ3 York, represented in Senate and Assembly, That Number'of a share in the said bank shall be twenty-five dollars, to e»«!d aod the number of shares shall not exceed twenty 2o,too. thousand, exclusive of any shares that may be subthw.wo* scr^e<^ on tne Part of the state; and that no individ«i'i"rcstobeual shall hold at anyone time more than four hunJ£«£f died shares of the said stock, and that Theron Rudd, time. William Taber, Peter R. Maison, Henry A. LivingD'JSuted ston» ^ev' M'Kean, Thomas Nelson, Abraham G.
Storm and Ezra Thompson, jun. are hereby appoint* 5 directors efj commissioners, any five of whom to constitute a
to be a quo- » J . . _
nun for the board, for the purpose of opening books on the first opening Tuesday of May next, at some proper plape in the fc^gh" viHage °f Poughkeepsie, and Jesse Buel, Benjamin kcei»io- R. Bcvier, Henry Jansen, Samuel H. Phillips, and Zachariah Schoonmaker, are hereby also appointed lioITc^ai)- commissioners for the purpose of opening books' on pojnt^'^the said first Tuesday of May next, at some proper mKUiglwn. place in the village of Kingston, in the county of Ulter; and that the said books be kept open in the said Books how villages respectively for three days successively in kept opel. tnat week, and for three days successively in each of the two succeeding weeks; in which books all persons inclining to associate for the purpose of estabSfpw'lt. lishing a bank in the said Middle District, shall subw be paid scribe such number of shares as they respectively «t the time wish, depositing at the same time with the said comofwbaenb- missionerS the sum of two and an half per cent on the amount of each share by them so subscribed; and ^JJv^J** if the number of shares so subscribed shall exceed Sharea if twenty thousand, the said commissioners shall ap- eeSSyw) portion the excess among the several subscribers in toj^*£d proportion to the shares subscribed; and the said '°nc commissioners shall be inspectors of the first election inspector of directors, and shall certify under their hands, the^TM"" names of those duly elected, and deliver over to them or to their order, the subscription books, together with 1the deposit money on the stock so subscribed. directors0
II. And be it further enacted, That the stock, property, affairs and concerns of the said corporatiou shall ^j^,^TM 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 from among the stockholders residing in the county h0°£.. of Dutchess, and at least eight of the said fourteen shall be resident in the village of Poughkeepsie; andondpart*m the remaining seven of the said twenty-one directors, ^JjJuy. 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 dec village of Poughkeepsie, on the first Tuesday of June a,?d lulr* next, at the hotel in Poughkeepsie, or such otherto bc UMplace as a majority of the stockholders then assembled shall appoint; and each succeeding election of direc- Succeeding tors shall be held annually thereafter on the first Tucs- twEbe day of June in each year, at such time aird place with* hc!'1in 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 election shall be held and made by such of the stockholders of the said bank as shall attend for that purpose, cither in person or by proxy, which proxies shall always be stockholders; and that every share be enti- Vote* how tied to a vote, unless any stockholder shall hold jnore T,' tiou'
•^J?vi^,1 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 numhmf'con""1 Der °f votes, and residing as is herein before directed, •iueted. 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 cliO- 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 ofYmmtv !h fice of such director shall be considered as vacant; S£.^,re rf and whenever any vacancy or vacancies shall happen howfiiiet!. among the directors, by death, resignation or removal, such vacancy or vacancies shall be filled for the remainder of the year, in which they shall happen, by r-uch person or persons as the rest of the directors for the time being, or a majority of them, shall appoint. ^r"fSi"?c HI. And be it further enacted. That the fourteen 'Tianf for directors to be chosen in manner aforesaid from among tr J^-u. f> the stockholders residing in the county of Dutchess, i'.iiirj!w or a majority of them, shall constitute a board which sad,uuicr. g]iai| meet jn t]ie viHage 0f Poughkeepsie for all purposes 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.
IV. And be it further enacted, That in case it^JJ^Jv should at any time happen that an election of direc- Corporators should not be made on any day, when pursuant ^"'eSSy to this act it ouerht to have been done, the said cor- neglect to
o * ^ elect (lii'Cft
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 eS^u*"' other day, to hold and make 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 virtue of this act becoming stockholders of" said bank, J^J^" 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 thousand 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 *yta District Bank," and by that name, they and their sue- ate rights, cessors, until the said first day of June, in the year of our Lord one thousand eierht hundred and twenty-Dar*tion of nve, shall and may have continual succession, andmion. 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 mid Company of the Middle District Bank" shall be in law capable of purchasing, holding and conveying any es- Authorized late, real or personal, for the use of the said corpora-10 h°M n»i tion. C!,tatc'
VI. And be it further enacted, That in case the said number of twenty thousand shares should not be sub- ^ scribed on the books, directed bv this act to be open-unti',n'°
j i , .. ., whole num
pu by the commissioners as aforesaid, subscriptions w ofcimre* shall be kept open under the direction of the president *£TMb"*11' and directors of the said bank, at such times and pla.
^^Jj- ces as they shall think proper, until the said number of shares be subscribed.
VII. And be it further enacted, That|the twenty-one directors for the time being shall have half yearly
p<mers of meetings at the village of Poughkeepsie, and they, or thedii-ec- a major part0f 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 employed 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 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
^^tebc thereof at all times after the organization of the same, transacted at such place, withinthe village of Poughkeepsie, 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 establishing,. ofed; and it shall be the duty of the said president and discount St directors to establish an office of discount and deposit beSwuh *n tne said village of Kingston, and they, or a majoriSon.110116 *y °^ tnem> s*13^ at thd1- semi-annual meetings, regulate 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 Ulster, and who are hereby declared to be a board for that purpose.
R!(:htof IX. And be it further enacted, That this state shall itti.sr.rip- have a right to subscribe any number of shares to the eri 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