Thirteen di ally to be Thane Viode to no other use, intent and purpose whatsoever; and the same estate or estates, or any part thereof, to sell, grant, demise, alien or dispose of; to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended in courts of record, or any other place whatsoever; and also to make, have and use a common seal, and the same to break, alter or renew at their pleasure; and also to ordain, establish and put in execution, such byelaws, ordinances and regulations, as shall seem necessary and convenient for the government of the said corporations respectively, not being contrary to the laws of this state or to the constitution thereof; and generally to do and execute all and singular acts, matters and things, which to them it shall or may appertain to do; subject nevertheless, to the rules, regulations, restrictions, limitations and provisions herein prescribed and declared. III. And be it further enacted by the authority aforesaid, rectors annu That for the well ordering of the affairs of the said corporations respectively, there shall be thirteen directors for each corporation, of whom there shall be an election after the present year, on the first Monday in May in every year, by the stockholders and proprietors of the capital stock of each of the said corporations, and by a plurality of votes actually given by such stockholders in person, or by their legal proxies, and those who shall be duly chosen at any election, shall be capable of serving as directors by virtue of such choice, until the end or expiration of the first Monday of May next ensug the time of such election and until others are duly elected in their places; and the said directors, at their first meeting after each election, shall choose one of their number as president; Provided always, That out of the following persons in this proviso named, thirteen, and in the order in which they are named if so many of them shall appear to be stockholders from the record of the certificate herein before mentioned, shall be, and hereby are appointed the first directors of the corporation, by virtue of this act, to be instituted by the name of " The president, directors and company of the western inland lock navigation in the state of NewYork," that is to say, Philip Schuyler, Leonard Gansevoort, Jeremiah Van Rensselaer, Elkanah Watson, John Tayler, Jellis A. Fonda, William North, Goldsbrow Banyar, Daniel Hale, John Watts, Walter Livingston, Dominic Lynch, James Watson, Matthew Clarkson, Ezra L'Hom medieu, Melancton Smith, David Gelston, Stephen Lush, Cornelius Glen, Silas Talbot, John Frey, Douw Fonda, John Sanders, Nicholas I. Roosevelt, Daniel M'Cormick, Marinus Willet, Jonathan Lawrance, Philip Van Cortlandt and James Clinton; and that out of the following persons in this proviso named, thirteen, and in the order in which they are named, if so many of them shall appear First direc- to the stockholders from the record of the certificate herein before mentioned, shall be and hereby are appointed the first directors of the corporation, by virtue of this act, to be instituted by the name of "The president, directors and company of the northern inland lock navigation in the state of New-York," that is to say, Philip Schuyler, Abraham Ten Broeck, John Williams, Stephen Van Rensselaer, Jacobus Van Schoonhoven, John Van Rensselaer, Abraham G. Lansing, Cornelius Glen, Henry Quackenbush, Robert R. Livingston, Philip Livingston, James Duane, Alexander M'Comb, Samuel Jones, Nicholas Low, Dirck Lefferts, William Duer, Peter Van Ness, Barent Bleecker, Henry Livingston, Peter Gansevoort, Peter B. Tearse, Alexander Webster, George Wray, Thomas Tillotson, Matthew Scott, Zephaniah Platt, John Thurman, Albert Pawling and Zinah Hitchcock; and if there shall not be thirteen stockholders amongst the persons whose names are mentioned, and out of which directors are to be taken in manner afores id for each of the said corporations respectively, then the deficiency in each shall be chosen in manner following, that is to say: The said commissioners first in this act above mentioned, or any three of them, shall immediately after the filing and recording the certificate herein before mentioned, appoint a time when, and a place where, an election shall be held for electing directors for each company, and shall give at least twenty days notice of such time and place, by publishing in the newspaper printed in the city of New-York by the printer to the state, and in at least one of the newspapers printed in the city of Albany or at Lansingburgh, at which time and place directors shall be chosen in manner above described, and at which election the said commissioners in the city of New-York, or any three of them, shall preside; and a list of the directors of each corporation so chosen, shall be by them the said commissioners, published in the newspapers in manner aforesaid, and shall by the said commissioners, be requested to meet on a day and at a place certain, to be therein mentioned; and being so met, they shall choose one of their body to be the president, and the directors and president so chosen shall continue in office until the end of the first Monday in May next ensuing such election, and until others are duly elected in their places; Provided always, That in case it should at any time happen, that an election of directors should not be made upon any day when pursuant to this act it ought to have been made, neither of the said corporations shall for that cause be deemed to be dissolved, but it shall be lawful, on any other day, to hold and make an election of directors, in such manner as shall have been regulated by the laws and ordinances of the said corporations respectively; And provided also, That in case of R acancies ow filled up Prefident and the death, resignation, absence from the state, or removal of a director by the stockholders, his place may be filled The dinator, up by a new cheies for the remainder of the year, by election at a special meeting to be held for that purpose. IV. And be it further enacted by the authority aforesaid, convene fpe- That it shall and may be lawful for the presidents and dicial meetings. rectors of the said incorporations respectively, to convene special meetings of the stockholders, whenever such meetings shall appear necessary, giving at least fifteen days notice thereof in the newspapers in manner herein before directed. Directors to officers, &c. ん V. And be it further enacted by the authority aforesaid, appoint their That the directors for the time being of each of the said corporations respectively, shall have power to appoint such officers, agents, clerks, superintendents, engineers, workmen and others under them as shall be necessary for executing the business of the said corporation, and to allow to them such compensation for their services respectively as the said directors shall deem reasonable and proper, and shall be capable of exercising such other powers and authorities for the well governing and ordering of the affairs of the said corporation, as shall be described, fixed and determined by the laws, regulations and ordinances of the same, not contrary to or inconsistent with the constitution and laws of this state. Rules and Blank VI. And be it further enacted by the authority aforesaid, regulations of That the following rules, restrictions, limitations and proeach incorporation. visions, shall form and be fundamental articles of each of the said corporations, viz. First, the number of votes to which each stockholder shall be entitled, shall be according to the number of shares he shall hold in the proportions following, that is to say For one share and not more than two shares, one vote; for every two shares above two and not exceeding ten, one vote; for every four shares above ten and not exceeding thirty, one vote; for every six shares above thirty and not exceeding sixty, one vote; for every eight shares above sixty and not exceeding one hundred, one vote; and for every ten shares above one hundred, one vote but no person, copartnership or body politic, shall be entitled to a greater number than thistja votes, and after the first election no share or shares shall confer a right of suffrage, which shall not have been holden three calendar months previous to the day of election; stockholders actually resident in this or any of the United States, and none other, may be directors Segond, not more than three-fourths of the directors in office, exclusive of the president, shall be eligible for the pext succeeding year, but the director who shall be president at the time of an election may always be fe-elected; Third, no director shall be entitled to any emolument unless the same 'shall have been or shall be allowed by the stockholders at 4 a general meeting, the stockholders shall make such compensation to the president for any extraordinary attendance as shall appear to them reasonable; Fourth, not less than seven directors shall constitute a board for the transaction of business, of whom the president shall always be one,except-in the case of siekness or pecessary absence, in-which case his place may be supplied by any other director whom he by writing under his hand shall nominate for the purpose; Fifth, any number of stockholders not less than six who together shall be proprietors of hundredshares or upwards, shall have power at any time to call a general meeting of the stockholders for purposes relative to the institution, giving at least twelve weekarnotice in at least one newspaper printed in the city of New York, and in at least one newspaper printed in the city of Alberry and in the town of Tin Rensselaer county, specifying in such notices the object or objects of such meeting; Sixth, every treasurer before he enters upon the duties of his office, shall giye bond with two or more sureties to the satisfaction of the directors, and in such sum as the directors shall think proper; Seventh, the lands, tenements and hereditaments which it shall be lawful for the said corporations respectively to hold, shall be only such as shall be requisite for the immediate purpose for which those corporations have been created and made, and such other as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts; Eighth, no bank shall be established by either of the said corporations, nor shall either of them enter into any money negociations, other than such as shall be immediately incident to the purposes for which the said corporations have been instituted, nor shall either of the said corporations be stockholders in any bank whatsoever, nor shall they or either of them deal in or hold any stock of funded or other debt of the United States, or of this state, or any other state whatsoever; Ninth, the stock of the said corporations respectively shall be assignable, and transferable according to such rules as shall be instituted in that behalf by the laws and ordinances of the same; Tenth, all bills or notes which may be given by either of the said corporations or their directors signed by the president, and countersigned by the treasurer or principal clerk, promising the payment of money to any person or persons, his, her or their order, or to bearer, though not under the seal of the corporation issuing the same, shall be binding and pbligatory upon the same, in like manner and with the like force and effect as upon any private person or persons, if issued by him, her or them, in his, her or their private for natural capacity or capaci R Sex Corporation any lands ne- ties and shall be assignable and negotiable in like manner as if they were so issued by such private person or persons, that is to say: those which shall be payable to any person or persons, his, her or their order, shall be assignable by indorsement, in like manner and with like effect as promissory notes now are, and those which are payable to bearer, shall be negotiable and assignable by delivery only; Provided always, That no such bills or notes shall be issued, which shall not specify the particular service or article for which they were paid; And provided also, That the article or services for which they are issued, were articles used or to be used for the purposes of the institution, or services performed therefor; Eleventh, yearly dividends shall be made by each of the corporations, of all the net annual income thereof amongst the stockholders, proportion to their respective shares, and no transfer of any share shall be made in any other manner than shall be directed by the president and directors of such company respectively. A VII. And be it further enacted by the authority aforesaid, to enter upon That each of the said corporations, by the president and directors, or by an agent, superintendent, engineer or other person employed in the service of such corporation, may enter into, and upon all and singular the land and lands covered with water, where they shall deem it proper to carry the canals and navigation herein before particularly assigned to each of the said. corporations, and to lay out and survey such routes and tracts as shall be most practicable for effecting navigable canals as aforesaid, by means of locks and other devices, doing nevertheless as little damage as possible to the grounds and inclosures in and over which they shall pass, and thereupon it shall and may be lawful, to and for the said presidents and directors respectively, to contract and agree with the owners of any lands and tenements for the purchase of so much thereof as shall be necessary for the purpose of making, digging and perfecting the said canals, and for erecting and establishing all the necessary locks, works and devices to such navigation belonging, if they can agree with such owners.* VIII. And be it further enacted by the authority aforesaid, That whenever any or either of the said canals shall cross any public or private road or highway laid out and established according to law or shall divide the grounds of any person, so as to require a ford or bridge to cross the same, the jury who shall enquire of the damages to be sustained in manner herein directed, shall find and ascertain whether a passage across the same shall be admitted and maintained by a ford or by a bridge, and on such finding, the president and directors of the corporation to whom such canal shall belong, shall cause a ford to be rendered * Refidue of this fection repealed by act 21k feff, ch, 101. E. 321. Where a canal croffes a public road, &c. corpora tion to build the fame in * |