Debts not to

exceed three capital.

times the

Affairs how managed.

ties whatever, other than and except in advances of money on American manufactures and selling the same on commission as aforesaid, nor in banking or any monied operations, nor in the purchase or sale of bills of exchange, or any stock or funds of this state or the United States, except in selling the same when truly pledged to the said corporation for a debt or debts due to the same.

III. And be it further enacted, That the total amount of debts which the said incorporation shall at any time owe shall not exceed twice the sum of the capital stock subscribed and actually paid into the said company, and in case of such excess, the directors under whose administration it shall happen, excepting such as are absent, or not assenting, shall be liable for the same in their separate and private capacities, but this shall not be construed to exempt the said corporation on any estate real or personal which they may hold as a body corporate from also being liable for and chargeable with such excess.

IV. And be it further enacted, That the stock, property, affairs and concerns of the said corporation shall be managed and conducted by nine directors, being stockholders and citizens of this state, which directors shall hold their offices for one year from the first Tuesday of December in every year, and shall be elected on the first Tuesday of November in every year, at such time and place in the state, as a majority of the directors for the time being shall appoint: and public notice shall be given by the said directors, not less than thirty days previous to the time of holding the said election, by an advertisement to be inserted in one or more of the public newspapers printed in the city of NewYork, Albany and Utica, respectively, one of which shall be the printer to the state; and the said election shall be made by such of the stockholders of the said corporation as shall attend for that purpose either in person or by proxy, and all the elections shall be by ballot, and the nine persons who shall have the greatest number of votes shall be directors; and if it should happen at any election, that two or more persons have an equal number of votes, then the said directors in office at the time of such election, or a major part of them, shail proceed by 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; and the directors elected as soon as may be after the time at which they are to enter upon the duties of their offices, shall proceed in like manner to elect by ballot one of their number to be their president and if any director shall move out of the state, or cease to be a stockholder, his office shall be considered as vacant; and whenever any vacancy or vacancies shall happen among the directors, by death, resignation or removal, or otherwise, 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 remainder of the directors for the time being, or a majority of them, shall appoint from among the stockholders; and the first directors shall be Thomas Storm, Isaac First direct- Marquand, Seth Capron, George Fitch, Noyes Darling, John King, junior, David I. Greene, Thaddeus B. Wakeman, and James Bailey, and the first president shall be Thomas Storm,

ors.

who shall hold their respective offices until the first Tuesday of November next, or until others thereafter shall be duly elected.

be made.

V. And be it further enacted, That in case it should at any time happen that an election of directors should not be made on any day when pursuant to this act it ought to have been made, the said corporation, for that cause, or from any non-user, shall not be deemed to be dissolved, but that it shall and may be lawful on any other day to hold an election of directors in such manner as shall be provided by the laws and ordinances of said corporation. VI. And be it further enacted, That the directors for the time By-laws may being, or a majority of them, shall have power to make and prescribe such by-laws, rules and regulations as to them shall appear proper and needful, touching the government of said corporation, the management and disposition of the stock, business, property, estate and effects of the said corporation, the duties and conduct of the officers, agents, clerks, and servants employed therein, the election of directors, and all such other matters as may appertain to the concerns of the institution, and shall also have power to appoint so many officers, agents, 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.

how to be

VII. And be it further enacted, That no transfer of stock of Transfers the said company shall be valid and effectual until such transfer made. shall be entered or registered in a book or books to be kept for that purpose by the directors.

be demanded.

VIII. And be it further enacted, That it shall be lawful for Monies fubthe directors to call and demand of the stockholders or subscrib- feribed may ers respectively, all such sums of money by them subscribed, or to be subscribed, at such times and in such proportions as they shall see fit, under pain of forfeiture of their shares and all previous payments thereon, to the said corporation; always, however, giving at least thirty days previous notice of such call and demand, in the same way, and in as public a manner as is required for the election of directors by this act; and each stockholder shall be entitled to one vote on each share which he shall have held in his own name at least fourteen days prior to the time of voting: Provided always, That the capital stock of said company shall be placed in the city of New-York, and that the business and transactions of the said company shall be limited to the city of New-York.

IX. And be it further enacted, That it shall be the duty of Dividends. the directors to make yearly, or in their discretion, half yearly dividends of so much of the profits of said corporation as to them, or a majority of them, shall seem advisable; and that every officer, agent or clerk, before he enters upon the duties of his office, shall give such security for the faithful discharge thereof as the directors shall require.

annually.

X. And be it further enacted, That the directors shall annu- Accounts to ally on the first Tuesday of December, lay before the stock- be rendered holders a general statement of their accounts and proceedings, which statement they shall cause to be lodged with their chief officer or agent at least ten days previous to the annual election of directors, for the inspection and examination of the said cor. poration.

This a public

act.

XI. And be it further enacted, That this act be, and it is hereby declared to be a public act, and that it shall for the time herein before limited, be construed in all courts and places, benignly and favorably, for every beneficial purpose therein contained: Provided, That it shall be lawful for the legislature at any time after five years from the time of passing this act, to amend or alter the same.

CHAP. CLI.

An ACT to amend the act entitled "an act for the opening a
Road between the city of Albany, and the river St. Lawrence.”
Passed April 9, 1813.

WHEREAS the legislature at their last session, by the act entitled "an act for the opening a road between the city of Albany and the river St. Lawrence," did authorise and direct the commissioners of the land-office to sell or dispose of certain lands in Totten and Crossfield's purchase, for the purpose of opening and making a great and more direct road leading from the city of Albany to some place near the foot of sloop navigation on the river St. Lawrence, at such price as they might consider the same to be worth, and payable at such times as might be deemed by them proper for accomplishing the object thereby intended: And whereas it appears from a report of the commissioners appointed under the act hereby amended, that a good and sufficient road may be made much nearer than any heretofore laid out and made, and that they require more efficient means to carry the objects contemplated by the above recited act into effect: And whereas the state owns a large tract of land through which the said road will pass, the value of which will be greatly enhanced by said road: Therefore,

BE it enacted by the people of the state of New-York, represented in Senate and Assembly, That the treasurer, on the warrant of the comptroller, be and he is hereby authorised and required to pay fifty cents for every acre appropriated by the act aforesaid on the part of this state to the making of the said road, which sum shall be paid in the manner directed in and by the said act, in lieu of the lands belonging to the people of this state, which the commissioners of the land office are directed by the said act to sell for that purpose, and that the said commissioners shall at any time after the said road shall be completed, sell so much of the said lands belonging to the people of this state adjoining the said road as shall amount to the whole sum paid out of the treasury in pursuance of this act, together with an interest of six per cent thereon.

CHAP. CLII.

An ACT to authorise the Supervisors of the county of Orange to raise Money by Tax for the erection of a fire-proof Clerk's Of fice in the county of Orange.

Passed April 9, 1813.

I. BE it enacted by the people of the state of New-York, represented in Senate and Assembly, That the supervisors of the county of Orange, at their annual meeting on the first Tues

day in October next, may levy and raise by tax on the freeholders and inhabitants of the said county, a sum not exceeding one thousand dollars, over and above the ordinary expenses of collecting the same, which amount may be drawn from the treasury of the said county upon the order of William Thompson, George D. Wickham, and David M. Westcott, who shall be and hereby are appointed commissioners for superintending and building the said office, of such size and dimensions as to them shall seem proper, within forty rods of the court house at Goshen; and the said commissioners shall account to the supervisors of the said county for all disbursements and expenditures arising to them, in erecting the said fire-proof clerk's office.

II. And be it further enacted, That the supervisors of the said county shall meet at the court house in Goshen on the last Tuesday of May next, for the purpose of taking into consideration the propriety of raising the sum of money aforesaid for the purpose aforesaid, any thing in this act to the contrary notwithstanding.

CHAP. CLIII.

An ACT to amend the act entitled "an act to incorporate the
Stockholders of the Bank of Troy, and for other purposes."
Passed April 9, 1813.

WHEREAS the president and directors of the bank of Troy have by their petition represented, that in consequence of the incorporation of a new bank in the village of Lansingburgh, it may hereafter be rendered expedient to select persons without that village to supply the places of the five directors of the bank of Troy which are now by law directed to be elected and appointed in that village: Therefore,

I. BE it enacted by the people of the state of New-York, repre- Certain disented in Senate and Assembly, That the five directors of the bank rectors of the bank of Troy of Troy directed by the act of incorporation to be elected and how to be appointed from stockholders residing in the village of Lansing- elected. burgh, may (whenever any vacancy or vacancies shall happen) be elected and appointed in the manner prescribed by said act, from the stockholders residing in any part of the counties of Rensselaer and Saratoga, any thing in the said charter to the contrary notwithstanding.

II. And be it further enacted, That all the directors of the Farmer's Farmer's bank hereafter to be elected or appointed may be re- bank. sidents of the village of Troy, or any other place, any thing in any former law to the contrary thereof notwithstanding.

And whereas the president and directors of the Middle district bank have presented their petition, praying amendments to their act of incorporation, which appear reasonable: Therefore,

tric bank.

III. Be it further enacted, That the limitation of stock Middle dit. created by these words, to wit, "and that no individual shall hold at any one time more than four hundred shares of the said stock," as expressed in the first section of the act entitled " an act to incorporate the stockholders of the Middle district bank," be and the same is hereby repealed.

IV. And be it further enacted, That so much of the second section of said act as limits the number of votes of stockholders who shall hold more than ten shares, be and is hereby repealed, and that so much of the said second section as requires the president of said bank to be resident in the village of Poughkeepsie, be and is hereby repealed.

CHAP. CLIV.

An ACT supplementary to an act for improving a Road from Genesee River to Buffalo, passed June 19, 1812.

Passed April 9, 1813.

I. BE it enacted by the people of the state of New-York, represented in Senate and Assembly, That the treasurer of this state shall, on the warrant of the comptroller, pay to James W. Stevens, Frederick Miller and Joseph Landon, commissioners appointed by the said act to superintend the improving of the road leading from the bridge over the Genesee river, in the town of Avon, in the county of Genesee, and from thence to the court house in Buffalo, in the county of Niagara, the sum of three thousand one hundred dollars, cut of any monies now in the treasury, or which may hereafter come into the treasury, from sales of lands belonging to this state, on the Niagara river, to be ap plied by the said commissioners to the improvement of the said road.

II. And be it further enacted, That the said commissioners, before they receive the said monies, shall execute and deliver to the comptroller of this state, a similar bond to that which is required by the act to which this is supplementary.

CHAP. CLV.

An ACT relative to holding the Courts in the county of St. Law

rence.

Passed April 9, 1813.

BE it enacted by the people of the state of New-York, repreted in Senate and Assembly, That it shall be lawful during the present war, for the judges of the court of common pleas for the county of St. Lawrence, to hold the court of common pleas and general sessions of the peace at such place within said county as they, or a majority of them, shall think proper, and that the justices of the supreme court shall also during the present war, designate such place within said county of St. Lawrence, for the holding the circuit court, and court of oyer and terminer for said county; and that the sheriff of the said county of St. Lawrence be, and is hereby directed, to give public notice in each town in said county of the place where said court is to be held, (when removed from the court house) when thereunto required by said judges, at least twenty days previous to the time of holding said court, any law to the contrary notwithstanding.