time of subscribing, and further paid in at such time and in such installments as the directors may, from time to time, appoint and direct.

directors.

3. And be it enacted, That the property and affairs of the Election of said corporation shall be managed and conducted by a board' of seven directors, stockholders in said company, who shall be chosen annually at Hammonton, in the county of Atlantic, in such manner and upon such notice as the laws of such company shall direct, who shall serve for one year, and until others are chosen in their stead; and that Richard J. Byrnes, George W. Pressy, George F. Miller, Abraham First directors Somerby, Peter S. Tilton, Albert G. Clark and J. L. Scott, shall be the first directors of this company under this charter, to continue in office until others are elected in their stead; that the said directors of said company shall choose one of their number to be president, and may appoint such other officers and agents as they may deem expedient, fill vacancies in their own board until the next annual election, collect installments on stock when called for or declare the stock forfeited, and all previous payments made thereon in case of non payment when duly called for, if they deem it expedient.

be open to in

4. And be it enacted, That the directors shall at all times Books shall keep, or cause to be kept, proper books of account in which spection. shall be entered regularly all the transactions and accounts of said company, which shall at all times, and at reasonable hours, be open for the inspection of the stockholders of said. company; that the directors shall make an annual report to the stockholders of the affairs of the company, of the amount of stock actually paid in, and of the assets and debts of the company, and no dividend shall be declared except from the actual profits of the company.

5. And be it enacted, That the said company may be dis- How dissolved solved at any time at a general meeting of the stocholders. specially called for that purpose; provided, that members Proviso. owning at least two-thirds in value of the stock of said company shall concur therein, and upon such dissolution the directors for the time being, and the survivors of them, or such other persons as the stockholders shall appoint, shall be trustees for settling all the affairs of the company, collecting and disposing of its property and assets, paying its debts and dividing the surplus among the stockholders in proportion to their respective interests in the stock.

6. And be it enacted, That it shall be lawful for the legis. Limitation.

lature of this state, at any time hereafter, to amend, alter and repeal this act, and that this act shall take effect immediately.

Approved March 17, 1870.

Names of cor

poraters.

Corporate

name.

Amount of capital stock.

Commissioners to receive

CHAPTER CCXC.

An Act to incorporate Gloucester Gingham Mills.

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Samuel Raby, Edward Bettle, William C. Shinn, Samuel Chew, David S. Brown and George Janvier, their associates and successors, be and they are hereby created and declared to be a body politic and corporate in law, by the name of "Gloucester Gingham Mills," and as such shall have perpetual succession, and all the privileges and franchises belonging or incident to a corporation.

2. And be it enacted, That the capital stock of said company shall be one hundred thousand dollars, divided into shares of one hundred dollars each, with the privilege of increasing said capital stock as hereinafter provided, which capital stock shall be personal property, and be transferable on the books of the company

3. And be it enacted, That the above named corporators, Subscriptions or a majority of them, shall be commissioners to receive subscriptions to the capital stock of said company, at such time and place, and upon such notice as they may direct, and at the time of subscribing for said stock, such amount on each share subscribed for shall be paid, satisfied or satisfactorily secured to said commissioners as they or a majority of them shall direct, and the residue of the subscription shall be paid, satisfied or secured as the directors of said company, when elected, may determine, in such installments, at such times and places, and in such manner as said directors shall, from time to time direct, giving notice of such time and place in a newspaper, printed and published at the city of Camden, for two weeks, at least once in each week; and upon the failure

of any person or persons to pay, satisfy or secure the payment of such installment or installments, or any of them as aforesaid, the directors shall be empowered to forfeit the share or shares of each and every person so failing, or any of them, to and for the use and benefit of said company; and any share or shares of stock forfeited as aforesaid, may be held by the said company, or any person or persons for its benefit, and may at any time be sold or disposed of for the benefit of the company, as directors may determine, or may be divided proportionately among the remaining stockholders, to be by them held and enjoyed, or sold and transferred, with all the rights and benefits incident thereto, the same in all respects as if they were original shares by them subscribed.

directors.

4. And be it enacted, That whenever fifty thousand dol- Election of lars of the capital stock aforesaid shall have been subscribed, said commissioners, or a majority of them, shall as soon as they deem expedient, give notice in such manner as they may determine, of a meeting of the stockholders at such time and place in the state of New Jersey as said commissioners may designate, to choose not less than three nor more than five directors, who shall hold their office for one year and until others are duly elected, and at such meeting of stockholders, convened as aforesaid, said stockholders shall prescribe the time and place for holding the annual election, and the num ber of directors of said company, which time, place and number of directors shall not be changed except at an annual election of said company; and the directors chosen at such. meeting, or at the annual election of said company, shall, as soon as may be after their election, choose from their number a president of said company, who shall hold his office for one year and until his successor is duly appointed, and in case of the death, resignation or other incapacity of the president or any director, the vacancy thereby created in the board of directors, may be filled by the stockholders, at a meeting properly convened, for the remainder of the then current year. 5. And be it enacted, That at all elections by stockhold Vote may be ers for officers of said company, and at all meetings of gray by stockholders, and upon all questions submitted to them, each stockholder shall cast one vote for each and every share of stock standing upon the books of said company in his or her name, which vote may be cast either by said stockholder in person or by proxy.

given

proxy.

Powers of directors.

Principal office.

Object.

Proviso

6. And be it enacted, That the board of directors of said company shall have power to make and adopt a common seal for said corporation, to appoint a treasurer, secretary and such other officers, agents, clerks, servants and employees of said company as they may deem necessary, and to prescribe and regulate their duties, salaries and compensation; to prescribe the form of and to issue or authorize to be issued, such promissory notes, bills of exchange and business paper of said company as they may determine; to borrow such sum or sums of money from time to time, as they may deem advisable for the purposes of said company, and to pledge the property and credit of said company for the payment thereof or to issue of said promissory notes or bonds of said company therefor and to secure the payment of said promissory notes or bonds either by mortgage or mortgages on the real and personal property of said company, wherever situate, or in such other way as said directors may see fit; to make such by-laws, rules and regulations, for the issuing and transfer of the stock and for the government of said company, its officers, agents, servants and employees as the said directors may determine, and generally to direct, conduct, control and manage the business and affairs of said company in such manner, consistently with the provisions of this act, as they may think proper.

7. And be it enacted, That the principal place of business of said company, shall be located in the county of Camden, and that the said company shall be and they are hereby authorized to engage in manufacturing, bleaching, dyeing, printing, finishing and selling all goods of which cotton, silk, wool, linen or other fibrous materials form any part, as well as all machinery used for such purpose, and may erect mills, buildings, wharves, tenements. may purchase, hold and sell such real estate, within the county of Camden, as may be connected with and for the transaction of the company's business, and said company shall be assessed and taxed upon the actual value of all their real and personal property only, and not upon the amount of the capital stock paid in, and said corporation shall be entitled to all deductions for and in respect to debts owing by them, in the same way and to the same extent as natural persons now are or hereafter may be under the laws of this state; provided, that said company shall not be assessed and taxed in this state for, or by reason

of, or of any interest in any real or personal estate, situate in any other state or territory and taxed therein.

may be in

8. And be it enacted, That said corporation may, by a Capital stock vote of the stockholders, holding a majority of all the shares creased of stock, from time to time, increase its capital stock to any sum not exceeding the sum of five hundred thousand dollars, and it shall be lawful for the directors of said corporation to issue certificates for such increased capital stock, to each of the original stockholders, in proportion to the amount of original stock held by them respectively, or at their option to receive subscriptions for such increased capital stock, in the same manner as said commissioners are hereinbefore authorized to receive subscriptions for original stock, and to require payment for such subscriptions therefor, in such installments, and at such time and place, and in such manner as they may elect, and in the event of the non-payment of such installments, or any of them, at the time or place, or in the manner prescribed by said directors, the said stock may be. forfeited and disposed of, in the same manner provided by the third section of this act, in reference to the original capital stock of said company, and upon every increase of the capital stock of said company an affidavit made by the president, and by one or more of the directors of said company, specifying the amount paid in under such increase of capital stock, shall be filed in the office of the secretary of

state.

ment.

9. And be it enacted, That the directors of said company shall Annual statesubmit to the stockholders thereof at their annual meeting, a statement in writing of the condition and affairs of said company; and said directors shall divide the net profits of the business of said company, or so much thereof as said directors may see fit, among the stockholders in proportion to the amount of stock held by them respectively, at such time and in such manner as said directors may determine.

of subscrip

tions

10. And be it enacted, That any real or personal prop- How payment erty, or any materials, engines or machinery which may be may be received in payment for subscriptions for the stock of said made. company, shall be taken at a valuation approved by the persons holding a majority of all the shares of the stock of said company.

11. And be it enacted, That the corporation hereby cre- Restrictions. ated shall possess the general powers and be subject to the restrictions and liabilities set forth in an act entitled "An