but such election shall be held at such other time and place, as the board of directors for the time being shall or may appoint; and the directors for the time being shall continue in office until new ones shall be elected in their stead; and every board of directors, as soon as conveniently may be after their election, shall appoint from their number a president of said company, to serve until the then next annual election of directors, and until another shall be appointed in his stead; that the said president shall preside at all meetings of the board, except in cases of his absence, when any other of the directors present may be chosen president pro tempore; and all stated meetings of the board shall be held at such times and places as the by-laws may ordain; and special meetings may be held by appointment of the board, or upon the call of the president.

be opened

lands.

6. And be it enacted, That no roads or streets shall here- No streets to after be opened through the lands of said corporation, through except by consent of the board of directors, and the burial vaults, lots, and other erections and fixtures in the said cemetery shall not be subject to any assessment, taxes, or fines, or liable to be seized upon, distrained, sold, or otherwise subject to any process of law whatsoever, except for incumbrances existing at or previous to the passage of this

act.

7. And be it enacted, That this act shall take effect immediately.

Approved March 15, 1859.

Commissioners to receive subscrip

tions.

Amount of capital stock.

Payment of instalments.

CHAPTER CVIII.

AN ACT to incorporate the Middletown and Keyport Turnpike Company.

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That the subscription books of the capital stock of the Middletown and Keyport Turnpike Company shall be opened by Edward Taylor, David Osborn, John B. Story, William Walling, Cornelius Hendrickson, Henry H. Seabrook and David Warner, or a majority, who are hereby appointed to receive subscriptions to said stock, at such times and places as they, or a majority of them, may direct, giving notice thereof, at least twenty days prior to the opening of said books, by publishing the same in at least one newspaper published in the county of Monmouth.

2. And be it enacted, That the capital stock of the said company shall be ten thousand dollars, with the privilege of increasing it to fifteen thousand dollars, and shall be divided into shares of twenty-five dollars each; and that, when two hundred or more shares shall be subscribed for and taken, the persons holding the same shall be and they are hereby incorporated into a company, by the name and style of "The Middletown and Keyport Turnpike Company," and by that name and style shall have, enjoy and exercise all the rights, powers and privileges appertaining to corporate bodies and necessary to carry the objects of this act into effect.

3. And be it enacted, That, at the time of subscribing for said stock, two dollars shall be paid upon each share subscribed for to the said commissioners or any of them, which money shall be paid over to the treasurer of the company as soon as one shall be appointed; and the residue of said subscription shall be paid in instalments, at such times and places, and to such persons, as the president and directors of the company shall from time to time direct and give

public notice thereof in manner aforesaid; and upon failure of the payment thereof, as so directed, the president and directors shall have power to forfeit the shares of each and every person so failing to pay the said instalments, or any of them, to and for the use of said company.

stock is not

for in certain

4. And be it enacted, That if the number of shares here- Act void if inbefore made necessary for the incorporation of said com- subscribed pany be not subscribed for within three years from the time. time of opening the said subscription book, this act, and all the subscriptions under it, shall be null and void, and the said commissioners, after deducting thereout the expenses incurred, shall return the residue to the respective subscribers, or their representatives, in proportion to the sums paid by them.

directors.

5. And be it enacted, That when two hundred shares of Election of said stock shall be subscribed for, the said commissioners shall call a meeting of the stockholders, giving at least twenty days' notice of the time and place of said meeting, as herein before directed with regard to the opening of said books, at which meeting the subscription books shall be laid before the stockholders, who shall thereupon proceed to elect by ballot five directors, a majority of whom shall be citizens of this state, to manage the affairs of said company for one year, of which election the said commissioners, or a majority of them, shall be judges; and at the expiration of that term, and annually thereafter, upon like notice being given by the directors for the time being, the said stockholders shall elect by ballot the same number of directors, a majority of whom shall be citizens of this state, as aforesaid; and at every such election, and in all other cases in which the stockholders shall be entitled to vote, a vote may be given for each share by the holders thereof, either in person or by proxy.

president.

6. And be it enacted, That within twenty days after the Election of election aforesaid, the directors shall elect from their number a president of the said company, who shall hold his office for one year and until another shall be elected, and shall be presiding officer at all meetings of said directors,

Duties and powers of directors.

Proviso.

Annual

statement to be made.

Special meetings.

and shall have a casting vote when they shall be equally divided; he shall have charge of the seal of the company, and he shall appoint the judge or judges of all elections of stockholders; or in case of his death or absence, or inability so to do, the said directors shall appoint some other suitable person, who for the time being shall possess the same power and authority, and perform all the duties herein prescribed.

7. And be it enacted, That the said directors, or a majority of them, may supply any vacancy occurring in the interval between the annual elections, by death, resignation, removal, or refusal to act, of any president or director, and may appoint a treasurer and all officers, agents, superintendents, and other servants that may be required to transact the business of the company, with such compensation as they may determine upon, and may exact from them such security for the due performance of their respective duties or trusts as they may think expedient; they shall regulate the tolls, and have the superintendence and direction of all receipts and disbursements and all other affairs of the company, and may make and enforce such ordinances and by-laws as they may think expedient to regulate the transfer of stock and the general government of the company and management of its affairs; provided, the same are not repugnant to the constitution and laws of this state or of the United States.

8. And be it enacted, That at the annual meeting of the stockholders, it shall be the duty of the president and directors of the preceding year to exhibit to the stockholders a complete statement of the affairs of the company during the said term.

9. And be it enacted, That special meetings of the stockholders may be called by order of the president and directors, or by the stockholders owning one-fourth of the stock of the company, by giving notice of the time and place of holding the same, as herein before directed with regard to the annual meeting, which said notice shall specify the particular object of the meeting; but that no business of

the company shall be transacted at such special meeting unless a majority in value of the stockholders attend and concur therein, who may require the books, accounts, and all other papers of the proceedings of the company, to be exhibited to them by the president and directors.

void for failure to elect on day pre

10. And be it enacted, That if from any cause an election Charter not herein before named shall not be had at the time specified in this act, the same may be held at any other time, on scribed. notice as aforesaid; and that, until such election be held, the officers of the preceding year shall continue to hold their respective offices until others are elected in their stead; and that this charter shall not be defeated nor avoided by reason of irregularity or want of such election.

authorized

road.

11. And be it enacted, That it shall and may be lawful for Company, the said company to construct and make a turnpike road to construct from Middletown to Keyport, in the county of Monmouth, beginning at the road leading from Keyport to Holmdel, at or near Mechanicsville, thence by the most convenient and direct route to Middletown; which said turnpike road shall not exceed fifty feet in width, and sixteen feet of the same shall be sufficiently bedded and faced with stone, gravel, or other material, to make a solid, firm, and even road at all seasons of the year; and the said sixteen feet shall be so graded that in its progress no part of it shall rise above an angle of five degrees with the plane of the horizon; and the said company shall construct, keep in repair, maintain and make good and sufficient bridges along the line of said road, not less than six feet in width; and whenever said road shall be raised so much at the margin or side as to render carriages passing thereon liable to overset, the said company shall cause good and sufficient railing to be erected and maintained at the side so as to prevent horses and carriages from running off; provided, Proviso. that before the said company shall construct the said turnpike road as aforesaid, they shall pay to the respective owners of the land over which the same may pass all damages which the said owners shall sustain by reason of the construction of said turnpike road; and in case said owners