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three members shall constitute a quorum and may pro- ^^J; ceed and transact business the same as if the whole were present. .
X. And be it further enacted, That the said compa- Ratriction ny shall not apply any part of their capital to any other «ti^ ^sj# object than that of manufacturing glass and earthern c*ptal* ware as before expressed.
Passed March 22, 1811. I. "DE enaeted by the people of the state of NewJ3 York, represented in senate and assembly, That Thomas Storm, Benjamin Strong, and their associates, Thom»» successors and assigns, be, and the same are hereby created a body politic and corporate, by the name of the £ New-York Sugar Refining Company, and are hereby ordained, constituted and declared to be a body politic and corporate, in fact and in name, and by that name, they and dieir successors shall and may have continual succession, and shall be persons in law, capable of suing 2f^TM? and.being sued,pleading and being impleaded, answer- rate risking 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 that they and their successors may have a common seal, and make change and alter the same at their pleasure, and also that they and their successors, by the same name and style, shall be in law capable of purchasing, holding, selling and conveying any estate, real or personal, for the use of the said company. Pro "iuTj^fct vided, That die real estate so to be holden, shall be estate which such only as shall be actually used in ^carrying on the a£e sugar refining business,, or shall have been bona fide mortgaged to them by way of security, or conveyed to them in satisfaction lor debts previously contracted in the course of their business, or purchased at sales on judgments which shall have been obtained for such debts, and in regard to all such lands, tenements and hereditaments so to be held by the said company, ex. cept such as may be for their immediate accommoda
tion as aforesaid, or such as they may hold by way of mortgage, and whereof the actual possession shall be and remain in the mortgagors, their heirs and assigns, the said company shall be bound to sell and dispose of the same respectively, within five years after they shall acquire the same, and shall not be capable of holding the same after the expiration of the said five years. II. And be it further enacted. That the stock of the c»pi^««k said company shall consist of not more than seven hun?"n "i^ri.tci' di'edan^ snares> and the amount of each share shall ioe k appii. not exceed two hundred dollars, which said capital shall
cation* a . ■
be employed in purchasing lands, erecting buildings, and for the purchase of raw materials, implements and other necessaries for carrying on the sugar refining business in all its branches, and for no other purpose whatsoever.
Nine iliroct- III. And be it further enacted, That the stock, prodJc£ perty and concerns of the said company shall be conducted and managed by nine directors, who shall be stockholders and citizens of the said city, and on the third Tuesday in March, one thousand eight hundred and eleven, and on the third Tuesday in March, in every year thereafter, between the hours of nine in the morning, and three in the afternoon of said day, at the company's office, which office shall be in the city of New-York, an election for the said nine directors shall be held, and that such election shall be made by such of the stockholders of the said company who shall atEmi. .h«re tent- *'or t'iat purpose in their proper person or by proxy, to be .-m.dai and that each share shall be entitled to one vote, and all
to a vote . *
the elections for directors shall be by ballot, and the nine stockholders who shall have the largest number of votes at any such election, shall be directors, and such E^iMMd.'0 directors, as soon as may be after their election, shall proceed in like manner to elect by ballot one of their number to be their president; which said president, in all their decisions, shall have no other than a casting vote; and if any of the directors elected as aforesaid, shall at any time remove out of the city of New-York, ?at"o?rt£* °.r dispose of the whole of their stock, the seat of such SteJ,^**" director or dirrctors shall be vacant; and all vacancies among the directors occasioned either by death, resignation, refusal to serve, or otherwise, shall be filled for ^JJ^*" the remainder of the year by such person or persons from among the stockholders as the remainder of the Vacancies directors for the time being, or a majority of them, shall kow,iUwt' appoint: and that four directors and the president, shall vnMem constitute a quorum to transact business: that the first directors shall be Thomas Storm, Benjamin Strong, quoMm" Thomas S. Townsend, Henry Rankin, John Suyda; 11, FinK direct Isaac Heyer, Jacob Drake, Joseph Strong and Angus* <"*' tus Wynkoop, who, and all other succeeding directors who shall hereafter be chosen agreeable to the provisions of this act, shall hold their offices for one year, and until others shall be chosen in their stead; that the said rimpwii first directors, at their first meeting, shall appoint their te president in the manner herein before directed, and it shall be the duty of the said first directors, at least twenty days previous to the third Tuesday in March, one thousand eight hundred and eleven, and the succeeding directors, for the time being, at least twenty days previous to the said third Tuesday in March, in every year thereafter, to elect by ballot three persons who shall at * D^mUtw the time of their election, be stockholders but not di- p«««F«> rectors, who shall be a committee to manage the elec- "option for directors; and the directors shall give public notice of sutti election in at least two daily newspapers printed in the city of New-York, for at least ten days previous to such election, which said committee, or a majority of them, shall be the sole judges of the qualifications of electors, receive the ballots, estimate the votes, and declare who are duly elected directors at such elections, which declarations so made, shall be final and conclusive.
IV. And be it further enacted, That the said directors shall be andiiereby are empowered to make all- the the direct ors. necessary purchases, sales and payments, to appoint all officers, agents and servants,'and to fix and determine their compensation, to establish rules and regulations for and concerning the conduct and government of such officers, agents and servants, to appoint the time and place of all meetings for the dispatch of business, and in the absence of their president, to appoint a president pro tern, who shall, for the time being, be vested with
^J^- all the powers of the president, and to do all other matters and things which shall be found necessary to carry into effect the powers by this act vested in the said company.
V. And be it further enacted, That it shall be lawful for the said president and directors, from time to time, to make, alter and establish such by-laws, rules and regulations as they may think lit or proper, not inconsistent with the laws and constitution of this state, or of the United States, for conducting and managing the affairs of the said company, which said by-laws, rules and regulations shall be binding on the said stockholders.
VI. And be it further enacted, That it shall and may
fti»«if05)£m be lawful for the said directors to demand and receive pernor from the said stockholders respectively, all such sums of money as may yet be due to complete the payments on their respective shares at such time or times, and in such instalments and proportions to complete the said payments as the said directors shall order and direct, under the penalty of forfeiting their shares and of all previous payments made thereon to the said president, directors and company.
VII. And be it further enacted, That the dividends Shrijendi to of the profits of the said company, if any, or so much of
the said profits as shall bytfthe directors be deemed ex* pedient, shall be declared and paid yearly in the month of March, in every year, but such dividends shall in no case exceed the amount of the nett profits actually acquired by the said company, so that the capital stock of the said company shall never be impaired by dividends, but the directors shall be at liberty to retain one per cent upon the capital stock as a fund for future contingencies.
VIII. And be it further enacted, That this company SSSfdKoi. sna^ not be dissolved until the proprietors of two-thirds
of the capital stock of the said company shall by their concurring votes at a general meeting to be called for that purpose, dissolve the same. Provided, however, that notice of such meeting and its object shall be published in at least three newspapers printed in the city of New-York, daily, for at least one month previous to the time of such meeting, which meeting may be called
by any number of stockholders holding at least one A*^£ hundred shares, and on such dissolution of the said com- Meeting pany, the stockholders shall be liable in their private «• iiy stockcapacities for the amount of the debts owing by the said ^0ohoU' company, and to the extent of the shares of such stock- *harcJ"
, J . To what el
Holders. , tem
IX. And be it further enacted, That if it should at liable at the any time hereafter happen that an election of directors the company in said company should for some unforseen cause not be held on the days and times herein before named and not'dissolvel appointed, that this corporation shall for that cause not XaIhw0 be dissolved, but an election may be held in the same STy0TM manner as is herein before directed at any later day not by 1 exceeding sixty days after the times and periods herein before mentioned; and when directors shall be so chosen, such directors shall hold their respective offices until the next third Tuesday in March thereafter, and until others shall be elected in their stead.
'X. And be it further enacted, That this act be, and Tbsj hereby is declared to be a public act, and shall be construed benignly and favorably for every beneficial purpose herein intended, and shall continue in force for the term of twenty years and no longer.
CHAP. LXIII. An ACT to incorporate the southern Westchester turnpike Company.
Passed March 22d, 1811. I. T3 £ it enacted by the people of the state of NewJL3 York, represented in senate and assembly, That Abijah Hammond, Allen Clapp, William Bayard, and all such other persons as shall associate for the purpose A.w»mmona of making a good and sufficient turnpike road to begin TM<l0',"'"•on the road commonly called the road of John B. Coles, in the town of Westchester, in the county of Westchester, at or near the present nine mile stone erected on that road, and to run from thence in the most convenient and direct route to the Episcopal church in the village of Westchester, so as to promote the interest of the public and the corporation, be and they are hereby created a body corporate and politic, in fact and in name, by the name of "the southern Westchester turnpike