to be prosecuted by and recovered for the sole use of the person so unnecessarily hindered or delayed.

obstructing

12. And be it enacted, That all drivers of carriages, sleighs Penalty for or sleds, of every kind and description, whether of burden or passage. pleasure, or persons on horseback, using the said road, shall keep their horses, carriages, sleighs or sleds on the right hand of said road, in the passing direction, leaving the other side of the same free and clear for carriages or persons on horseback to pass; and if any person shall offend against this provision, such person shall forfeit and pay the sum of ten dollars to any person who shall be obstructed in his or her passage, and will sue for the same, and shall also be subject to an action for damages for every such offence, to be recovered with costs of suit.

in case road

are not kept

13. And be it enacted, That if the said company shall not Procdedings keep the said turnpike road and bridges, which now or may and bridges hereafter be erected thereon, in repair, and complaint thereof in repair. shall be made to any judge of the court of common pleas of the county of Camden, who may be disinterested, the said judge shall immediately appoint, by writing, under his hand and seal, three of the township committee of the township wherein the cause of complaint arose, or if it be on the line of two townships, either of said townships, which three persons, being disinterested in the said turnpike road, or a majority of them, on notice being given to the keeper of the nearest gate or turnpike, shall meet at such time and place as the said judge may appoint, and having taken an oath or affirmation to act impartially, shall proceed to view and examine the said turnpike road or bridge so complained of, and report to the said. judge, in writing, under their hands and seals, or under the hands and seals of any two of them, whether it be in such a state as the law requires it to be kept; and if the report be unfavorable to the said turnpike road, the said judge shall immediately, in writing, under his hand and seal, order the keeper of the said gate or turnpike to keep open the same until otherwise ordered; and if the said keeper shall notwithstanding the order of the said judge to open the said gate or turnpike, exact toll of travelers, he shall for each offence forfeit and pay twenty dollars, to be sued for by any person

Act when to take effect.

Proviso.

Restrictions

and liabilities.

who shall prosecute the same in an action of debt, with costs of suit; and the judge shall be allowed for his services fifty cents, and the persons appointed one dollar each, to be paid by the company; and it shall be the duty of the persons so appointed, or a majority of them, on application from said company, again to view said turnpike road or bridge, and report as aforesaid their opinion to the said judge, who shall, if authorized by the report of said persons, or any two of them, by license, under his hand and seal, directed to the tollgatherer, permit the gates or turnpikes to be shut, and the toll to be collected as before, and the same fees shall be allowed and paid as before directed; but if on the first view, as before mentioned, the report of the persons appointed, or a majority of them, shall be in favor of the company, the same fees shall be allowed as before prescribed, and paid by the person making complaint; and in case three of the township committee aforesaid are not disinterested, then the said judge shall ap point, in the same manner above prescribed, one or more respectable freeholders of the township or townships, who may be disinterested, to serve in the place and stead of any member or members of the township committee so disqualified.

14. And be it enacted, That this act shall not take effect until the public highways upon which the said turnpike road is authorized to be located and made are vacated as public highways according to law; provided, that no public road shall be vacated until three hundred shares shall have been subscribed.

15. And be it enacted, That the said corporation shall possess the several powers, and be subject to the restrictions and liabilities contained in the act entitled "An act concerning corporations," approved the fourteenth day of February, one thousand eight hundred and forty-six, so far as the same is applicable.

Approved March 3, 1856.

CHAPTER LI.

AN ACT to incorporate the Warren Foundry and Machine Company.

corporators.

1. BE IT ENACTED by the Senate and General Assembly of the Names of State of New Jersey, That James McKeen, Russel S. Chidsey, John Green, Levi Bennet, A. C. McLean, C. A. Hickman, John L. Reigle, A. Wilson, Peter Tellier, Daniel Black, J. H. Wilking, John Eyerman, T. R. Sitgreaves, Depew S. Miller, George W. Stein, Samuel L. Cooley, Isaac C. Wikoff, John Lauder, Charles Sitgreaves, and the survivors of them, and all such persons as may hereafter be associated with them, or the said survivors, their successors and assigns, shall be and they are hereby constituted a body corporate and politic in fact and in name, by the name of "the Warren Foundry and Machine Company," for the purpose of carrying on a general foundry business, including the casting of stoves, steam engines, mill-gearing, car-wheels, and all or any branch of the foundry business, and also manufacturing any and every kind of machinery, in the town of Phillipsburg, in the county of War

ren.

may hold

2. And be it enacted, That the said corporation may pur- Corporation chase and hold such real estate as may be required for the real estate. purpose of the said corporation, not exceeding twenty acres, and may dispose of the same and all other real estate which shall have been bona fide mortgaged to the said company by way of security, or conveyed to them in satisfaction of debts previously contracted in the course of dealings, or purchased. at sales upon judgments or decrees which shall be obtained for such debts.

directors.

3. And be it enacted, That the stock, property and concerns Election of of said corporation shall be managed and conducted by seven directors, of whom a majority shall be residents of this state, being stockholders, one of whom shall be president, who shall hold their offices for one year; and that the said directors shall be chosen on the second Monday in February in every year, at such time and place as shall be directed by the by

Proviso.

First direct

ors.

Amount of capital stock.

laws of said corporation; and public notice shall be given of the time and place of holding every such election, not less than ten days previous, in two or more newspapers published in said county, and in one newspaper published in the borough of Easton, in the state of Pennsylvania, by such of the stockholders as shall attend for that purpose, either in person or by proxy; and each stockholder shall be entitled in person or by power of attorney to as many votes as he shall hold shares of the capital stock of the said company; provided, no stockholder shall have more than one hundred votes; and the persons having the greatest number of votes, being stockholders, shall be directors; and the directors chosen at one election shall be capable of serving by virtue thereof until another election shall have been had; and the directors so chosen shall appoint clerks and superintendents, and assign such compensation as they shall think fit, not less than a majority of the whole. number of directors being present when the same shall be done; and if it shall at any time happen that any vacancy or vacancies occur by death, resignation, or otherwise, among the directors named in this act, or those hereafter to be elected, such vacancy or vacancies shall be filled by such person or persons as the remainder of the directors for the time being, or a majority of them, shall appoint, and until other directors are chosen from the stockholders; and the first directors shall be James McKeen, John Lauder, John L. Reigler, C. A. Hickman, Russel S. Chidsey, Charles Sitgreaves, Depew S. Miller, and the survivor or survivors of them, who shall hold their office until the second Monday in February, Anno Domini eighteen hundred and fifty-seven, or until others are legally chosen.

4. And be it enacted, That the capital stock of said company shall not exceed two hundred thousand dollars, which shall be divided into shares of fifty dollars each; but as soon as the sum of thirty thousand dollars of said capital stock shall have been subscribed and paid, or secured to be paid, it shall and may be lawful for the said company to commence their said business, and with that capital conduct and carry it on until they shall deem it expedient to extend their operations; and it shall be lawful for the directors of said company to call and

demand from the said stockholders all sunis of money by them subscribed, at such time and in such proportions as they may deem proper, not exceeding ten dollars on each share at any one time, under pain of forfeiting the shares of the said stockholders and all previous payments thereon, if such payments shall not be made within thirty days after a notice shall have been published for thirty days in one or more newspapers published in the said county of Warren, and in one or more newspapers published in the said borough of Easton.

ferable.

5. And be it enacted, That the stock or property of the said Steek transcorporation, of whatsoever nature or kind, shall be deemed personal estate, and be transferable in such manner as shall be prescribed by the by-laws of said corporation; provided, that Proviso. no dividends shall be made to and among the stockholders except from out of the net profits of the said corporation.

not dissolved for failure to

6. And be it enacted, That in case it should at any time hap- Corporation pen that an election should not be made on the day that pur-elect on day suant to this act the same should be made, the said corpora- proscribed. tion shall not for that cause be deemed to be dissolved, but it shall and may be lawful to hold such election on such other day, in the manner provided by law in such cases, in the manner aforesaid, as shall be prescribed by the by-laws and ordinances of said corporation.

may make

7. And be it enacted, That a majority of the directors for the Directors time being shall form a board for the transaction of the busi- by-laws. ness of said corporation, and shall have power to ordain, establish and put into execution such by-laws, ordinances and regulations as shall seem necessary and convenient for the government, management, or the disposition of the stock, effects, profits and concerns of the said corporation; provided, Proviso. that the same are not contrary to the constitution and the laws of the United States or of this state.

keep books of

8. And be it enacted, That the directors shall at all times Directors to keep, or cause to be kept, proper books of account, in which account. shall be entered all the transactions of the said corporation, which shall at all times be open to the inspection of the stockholders and all creditors of the said corporation, or their legal attorney or attorneys; and further, that no transfer of stock shall be valid or effectual until such transfer shall be entered