that by that name they and their successors hereafter A. D. 1811. shall and may have continual succession; and shall be persons in law, capable of suing and being sued, pleading and beingimpleaded, 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 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 Montgomery manufacturing society," shall be in law capable of purchasing, holding, selling and conveying any lands, tenements, hereditaments, goods, wares and merchandizes, or any real or personal estate whatsoever for the use of the said company: Propid- Restricted ed, That the said company shall not appropriate any cation of in the appli part of their funds to any other trade, commerce or bu- their funds siness whatever than the manufacturing of the articles mentioned in the preamble of this act.

II. And be it further enacted, That the capital stock Capital of the said company shall not exceed one hundred thou- stock sand dollars, and that the amount to be paid for each share in the said stock shall be twenty-five dollars; but that the said company shall not be required by this act to procure subscriptions for a greater number than twelve hundred shares in the said stock, or so many shares as shall amount to the sum of thirty thousand dollars.

Commiss❜rs

subscrip

III. And be it further enacted, That James W. Wilkin, Herman Ruggles, Benjamin Sears, John Blake, to receive junior, Reuben Neely, Johannes Miller and Jacob Mills, toons shall be and hereby are appointed commissioners to do pointed and perform the several duties herein after mentioned, that is to say: each of the said commissioners shall, on or before the first day of June next, provide himself with a book, and shall enter therein as follows: "We whose names are hereunto subscribed, do for ourselves and for our legal representatives, promise to pay to the president, directors and company of the Montgomery manufacturing society the sum of twenty-five dollars for each and every share of stock in the said company set opposite to our respective names, in such manner

paid at the

tion of the rectors to

be published

A. D. and proportions, and at such time and place as shall be determined and directed by the president and directors of said company;" and it shall be the duty of the said: commissioners immediately thereafter to open their respective books for taking subscriptions for the purpose aforesaid, and to continue them open from day to day until they shall ascertain that twelve hundred shares at least shall have been subscribed for; and each subscri$5 on each share to be ber shall, at the time of subscribing, pay unto the comime of sub missioner with whom he subscribes, five dollars on each scribing share so by him subscribed. And as soon as the said When no commissioners shall have ascertained that twelve huntice of elec dred shares are subscribed as aforesaid, they shall cause an advertisement to be inserted in two of the public newspapers published in the county of Orange, thereby giving fourteen days notice of the time and place when and where, within the village of Montgomery, the said subscribers shall meet for the purpose of choosing directors to manage the concerns of the said company until the first Tuesday in June then next, and until others are chosen in their stead; and the said election, and all subsequent elections shall be by ballot, and be made by such of the stockholders as shall attend for that purpose: in their proper persons, or by proxy duly appointed in writing, under the hand of such stockholder appointing apportion- such proxy; at such election each stockholder shall be entitled to one vote for each share held by him or 1st Tuesday her at the time of such election, and the first Tuesday be the day in June in each year shall forever thereafter be the andirectors niversary day for electing directors.

Elections how con

ducted

Votes how

ed

in June to

IV. And be it further enacted, That the number of 5 directors directors so to be chosen shall be five; and at the first to be chos- election thereof the said commissioners, or any two of

en

them, shall preside, and shall, on estimating the whole number of votes taken, declare the five persons having the greatest number of votes for directors; and such five persons so having the greatest number of votes shall be directors for the time herein above specified; and if it shall happen at any election that two or more persons shall have an equal number of votes, so that a greater number than five persons shall appear to be chosen by a plurality of votes, then the said stockholders shall pro

elected

director

3 directors

rum

dent and di

ceed to ballot a second time, and determine by a plu- A. D. 1811 rality of votes which of the persons so having an equal number of votes shall be the director or directors, so as to complete the number of five directors; and the said A presidirectors immediately, or as soon as may be after their dent to be election, shall proceed to elect in like manner one of their number to be president; and if any vacancy or Vacancy in vacancies shall at any time happen among the said di. the office of rectors, such vacancy or vacancies shall be filled up for how filled. the remainder of the year by such person or persons as the remaining directors for the time being, or the major part of them, shall appoint; and three of the directors of the said company shall be a quorum, and shall have to be a quoauthority to transact the business of the said corporation; and every act of the majority of the directors so met shall be binding on the said company; and the Powers of president and directors may meet when and where they the presimay think proper within the village of Montgomery, rectors and shall have full power to appoint a secretary, and all such officers, agents and servants as they shall deem necessary for carrying on the business and affairs of the said company, and shall have power to make and prescribe all such by-laws, rules, orders and regulations as to them shall appear necessary and proper for the transaction of the business and affairs of the said company, and the management and disposition of its property, estate and effects, and touching the duties and conduct of the secretary, clerks, agents and servants employed therein, and touching all matters and concerns whatsoever appertaining to the said company, and to give such salaries and make such allowances and compensations to such officers, clerks, agents and servants as they may deem meet, and such officers, clerks, agents and servants at their pleasure to displace and remove: Pro- to be inconvided always, That such by-laws, rules and regulations the laws of be in no wise repugnant to the constitution and laws of this state or this state or of the United States.

By-laws not

sistent with

U. States

delivered

V. And be it further enacted, That the said commis- Monies and sioners shall immediately after such election of presi- books to be dent and directors, pay over to the said president and over to the directors all such sums of money as they shall have re- president & ceived from the respective persons having subscribed

directors.

A. D. 1811. for stock in the said company as aforesaid, and also deliver to the said president and directors the books containing the said subscriptions; and the said president and directors shall thereupon, as soon as conveniently may be after their said election, proceed to take all necessary measures preparatory to the execution of buildings, and putting into operation the machinery necessary for carrying into effect the purposes of the said

Buildings,

erected

company.

VI. And be it further enacted, That the building or where to be buildings to be erected for the purpose of containing the machinery which it may be expedient or practicable for the said company to put in operation by means of water, shall be erected in some proper place or places on the shore or shores of the Walkill, not exceeding the distance of one mile from the academy in the village of Montgomery.

In what

creased.

VII. And be it further enacted, That whenever the case capital said directors, or a majority of a quorum of them, shall may be in deem it expedient or conducive to the interests of the said company, to increase the capital stock thereof from the sum of thirty thousand dollars, or the sum before subscribed, it shall be lawful for the said directors, first giving notice thereof by publishing an advertisement in at least two of the public newspapers printed in the county of Orange, for six weeks successively, to open the said books for the purpose of receiving additional subscriptions for the said stock and to receive such ad. ditional subscriptions for so many shares thereof as the said directors shall consider expedient and beneficial to the said company, and so in like manner from time to time as often as the said president and directors may think proper, until the whole capital stock which the said company are hereby authorised to raise shall be fully taken up.

Directors

may call on

ers for sums

VIII. And be it further enacted, That it shall and may be lawful for the directors of said company so to stockhold be elected as aforesaid, to call for and demand from the subscribed stockholders respectively all such sums of money by them subscribed, or to be subscribed, or such part or parts thereof, at such time or times and in such proportions as they shall deem proper; and that in case of neglect or refusal by the stockholders, or any of them,

to

sue them

pay the said sum or sums by them subscribed, or A. D. 1811. such part or parts thereof as shall be so called for and demanded, it shall be lawful for the said president in his On their neglect to own name as president of the said company, to sue pay, presifor and recover the money so in arrear and unpaid up- dent may on such subscription for the benefit of the said company from the person or persons who shall have subscribed the same, or from his, her or their exceutors or administrators, with costs of suit, by action of debt founded on this act, to be prosecuted in any court having cognizance of the same; in which action it shall be sufficient for the plaintiff to alledge that the defendant or defendants, or his, her or their testator or intestate, is or are or were indebted to the plaintiff as president of the said company in the sum so being in arrear and unpaid on the said subscription, whereby an action accrued to the plaintiff according to the form of the statute entitled "An act to incorporate the Montgomery manufacturing society," to demand and have of the defendant or defendants, his, her or their testator or intestate, the said sum, without setting forth the special matter.

estate to be

IX. And be it further enacted, That the lands, tene-Restriction ments and hereditaments which it shall be lawful for as to real the said corporation to hold shall be only such as shall held by the be requisite for its accommodation in relation to the corporation convenient transacting of its business, not exceeding fifty thousand dollars in value; or such as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgements which shall have been obtained for such debts.

not dissolv

directors on

pointed by

. X. And be it further enacted, That in case it should Company at any time happen that an election of directors should ed by neg not be made on any day when pursuant to this act it leet to elect ought to have been made, the said corporation shall the day ap not for that cause be deemed to be dissolved, but that law it shall and may be lawful on any other day to hold and make an election of directors according to the manner directed by this act, or the laws and ordinances of the said corporation.