three members shall constitute a quorum and may proceed and transact business the same as if the whole were present. A.D.1811. in the appl capital. X. And be it further enacted, That the said compa- Restriction ny shall not apply any part of their capital to any other cation of the object than that of manufacturing glass and earthern ware as before expressed. CHAP. LXII. An ACT to incorporate the stockholders of the New- 1. B Passed March 22, 1811. a rate. and corpo E it enacted by the people of the state of NewYork, represented in senate and assembly, That Thomas Storm, Benjamin Strong, and their associates, Thomas successors and assigns, be, and the same are hereby others, made created a body politic and corporate, by the name of the body corpo, 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 their successors shall and may have continual succession, and shall be persons in law, capable of suing Their style and being sued, pleading and being impleaded, answer-rate rights. ing 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 vided, That the real estate so to be holden, shall be such only as shall be actually used in carrying on the sugar refining business, or shall have been bona fide mortgaged to them by way of security, or conveyed to them in satisfaction for 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, except such as may be for their immediate accommoda Restriction with respect estate which may hold to the real the compang 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 Capital stock said company shall consist of not more than seven hunand restric dred and fifty shares, and the amount of each share shall ing its appli- not exceed two hundred dollars, which said capital shall -amount of, tions respect cation. Nine directors to be an ed. Each share be employed in purchasing lands, erecting buildings, and for the purchase of raw materials, implements and. other necessaries for carrying on the sugar refining bu siness in all its branches, and for no other purpose what soever. III. And be it further enacted, That the stock, pronually elect 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 attend for that purpose in their proper person or by proxy, to be entitled and that each share shall be entitled to one vote, and all 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 be elected. 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, or dispose of the whole of their stock, the seat of such director or dirrctors shall be vacant; and all vacancies among the directors occasioned either by death, resig to a vote. President to In what case scat of direc tor to be va cated how filled. and four di диотин ors. chosen. nation, refusal to serve, or otherwise, shall be filled for A.D.1811 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 appoint: and that four directors and the president, shall President constitute a quorum to transact business: that the first rectors a directors shall be Thomas Storm, Benjamin Strong, Thomas S. Townsend, Henry Rankin, John Suydam, First direct Isaac Heyer, Jacob Drake, Joseph Strong and Augustus 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 First presi first directors, at their first meeting, shall appoint their dent to be 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 A committee the time of their election, be stockholders but not di- pointed to rectors, who shall be a committee to manage the elec- tions." tion for directors; and the directors shall give public notice of such 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. to be ap manage eleo, Powers of IV. And be it further enacted, That the said directors shall be and hereby are empowered to make all the the directors. 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 tem. who shall, for the time being, be vested with AD 1811. 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 com Further powers of pany. V. And be it further enacted, That it shall be lawful for the said president and directors, from time to time, The directors, to make, alterand establish such by-laws, rules and regulations as they may think fit 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. feited for non VI. And be it further enacted, That it shall and may be lawful for the said directors to demand and receive payment of 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. be made yearly. VII. And be it further enacted, That the dividends Dividends to of the profits of the said company, if any, or so much of the said profits as shall by the directors be deemed expedient, 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 shall 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 AD1811, hundred shares, and on such dissolution of the said com- Meetings pany, the stockholders shall be liable in their private ed by stocke capacities for the amount of the debts owing by the said ing 100 company, and to the extent of the shares of such stockholders. IX. And be it further enacted, That if it should at any time hereafter happen that an election of directors in said company should for some unforseen cause not be held on the days and times herein before named and appointed, that this corporation shall for that cause not be dissolved, but an election may be held in the same manner as is herein before directed at any later day not 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 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. holders hold shares. To what ex tent stock. holders able at the the company dissolution of Corporation by neglect to not dissolved elect direct day appoint ors on the ed by law. This decla public act. red to be a and others, Abijah Hammond, Allen Clapp, William Bayard, and all such other persons as shall associate for the purpose A.Hammond of making a good and sufficient turnpike road to begin incorporated. 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 |