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they and their successors until that day shall and may
have continual succession, and shall be persons in law capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended in all courts and places whatsoever, and in all manner of actions, suits, complaints, matters and causes whatsoever ; and that they and their successors may have a common seal, and may change and alter the same at their pleasure ; and also that they and their successors by the same name of The president, directors and company of the bank of Columbia, shall be in law capable of purchasing, holding and conveying any estate, real or personal, for
the use of the said corporation. Number of II. And be it further enacted, That a share in the stock shares and
of the said bank shall be four hundred Spanish milled dol. cach lars, or the equivalent thereof in specie, and the number
of shares, exclusive of any shares that may be subscribed on the part of the state, shall not at any time exceed four hundred ; and subscriptions may be kept open under the direction of the president and directors of the said bank, until the said number of shares be filled ; and the whole amount of the stock, estate and property, which the said corporation shall hold, including the capital stock or shares above mentioned, shall never exceed in value one hun
dred and sixty thousand dollars. Affairs of faid III. And be it further enacted, That the stock, property be managed
and concerns of the said corporation shall be managed by thirteen and conducted by thirteen directors, stockholders and citidirectors.
zens of this state, who shall hold their offices for one year, Their qualifi- eight of whom shall be residents of the city of Hudson ; cations and election.
and the said thirteen directors shall be elected on the second Tuesday of May in every year, at such time of the day and at such place in the city of Hudson as a majority of the directors for the time being shall appoint, whereof public notice shall be given by the said directors, at least sixty days previous to the time of holding the said election ; and the said election shall be held and made by such
of the stockholders of the said bank as shall attend in their Elections to proper persons, or by proxy ; all elections shall be by be by ballot, ballot, and the thirteen persons who shall have the greatest ducted. number of votes at any election shall be the directors, ex.
cept two or more persons have an equal number of votes in such manner that a greater number of persons than thirteen shall by plurality of votes appear to be chosen as directors, then the said stockholders shall proceed in like manner to ballot a second time and determine which of the
said persons so having an equal number of votes shall be President director or directors, so as to compleat the whole number elected, and of thirteen; and the said directors as soon as may be after when ineligi.
their election, shall proceed in like manner to elect one
of their number to be their president ; and three of the year.
directors who shall be chosen in any year excepting the
and how con.
when to be
ble for one
president, shall be ineligible to the office of director for one year after the expiration of the time for which they shall be chosen directors ; and in case a greater number than nine of the directors, exclusive of the president who served for the last year, shall appear to be elected, then the election of all such person or persons above the said number, having a less number of votes than the said nine persons so elected as aforesaid, shall be considered as void and such other of the stockholders as shall be eligible, and have the next greatest number of votes, shall be considered as elected in the room of such last described person or per. sons; and the president for the time being shall always be eligible to the office of director ; and no stockholder residing out of the city of Hudson shall be eligible to the office of president : If any of the directors resident in the city of Hudson 'shall remove out of the said city, or any other of the directors shall remove out of this state, the of fice of such director shall be considered as vacant ; and if Special elecany vacancy or vacancies shall happen among the direc- tions how, tors by death, resignation or removal, such vacancy or va. where held cancies shall be filled for the remainder of the year in which they may happen, by a special election, to be held in the same manner as is herein before directed respecting annual elections, at such time and place in the city of Hudson as the remainder of the directors for the time being, or the major part of them, shall appoint; and that the first Names of the directors shall be Thomas Jenkins, Seth Jenkins, Duncan firk directors Ingraham, Stephen Paddock, John Thurston, Justus H. Van Hoesen, David Lawrence, Cotton Gelston, William H. Ludlow, William Cantine, Walter V. Wemple, Peter Van Ness and John Livingston, and shall hold their offices until the second Tuesday of May next.
IV. And be it further enacted, That in case it should at Election not any time happen that an election of directors should not made parfube made on any day, when pursuant to this act it ought act corpora, to have been made, the said corporation shall not for that diffolved. cause be deemed to be dissolved, but that it shall and may 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 corporation.
V. And be it further enacted, That each stockholder at Votes of elections, and on all other questions, shall be entitled to a how propornumber of votes proportioned to the number of shares tioned, &c which he or she shall hold in his or her name, according to the following ratio ; For one share and not exceeding three, one 'vote ; for four shares and not exceeding seven, three votes ; for eight shares and not exceeding ten, five votes ; and for every seven shares exceeding ten, one vote ; but no person, copartnership, or body politic, shall be entitled to more than fifteen votes, and no stockholder, unless actually resident within the United States, shall vote on any occasion by proxy.
and how to
Dividends VI. And be it further enacted, That the directors shall when to be made.
make a dividend of so much of the profits of the said bank as to them or a majority of them shall seem advisable, on the first Monday of August next, and shall thereafter make
half yearly dividends in manner aforesaid. General meet. vil. And be it further enacted, That a general meeting ing of stock:n of the stockholders may be called whenever the directors
or a majority of them, or a number of stockholders who be called
in respect to their shares shall be entitled to seventy votes, shall judge proper ; of which meeting the directors or stockholders calling it, shall give at least four weeks notice in one of the public papers printed in the city of Hudson, and specify in such notice the object or objects of such meeting
VIII. And be it further enacted, That this state shall fubfcribe' so have a right to subscribe any number of shares to the said
bank, not exceeding in the whole the number of fifty, at any time when they shall by law authorize any person or persons for that purpose ; and the state shall have a right to increase the number of shares and amount of stock which the said corporation may hold to the amount of the number of shares so to be subscribed by the state, if the number of shares herein before limited shall be subscribed before such subscription shall take place on the part of the state.
IX. And be it further enacted, That every cashier and Cashier and clerks to give clerk, before he enters upon the duties of his office, shall security.
give bond, with two or more sureties, to the satisfaction of the directors, such cashier in a sum not less than five thousand dollars, and such clerk in a sum not less than one thousand dollars, with condition for the faithful performance of his duty.
X. And be it further enacted, That the said corporation shall not demand any greater interest on any loan or dis
count than at the rate of six per cent per annum. Prefident and
XI. And be it further enacted, That no president or other directors to director shall be entitled to any emolument for their servireceive no
ces, and that seven directors shall constitute a board for for their ser. the transaction of business, of whom the president shall be
one, except in case of sickness or absence, in which case
the directors present may choose a chairman pro hac vice; Quarterly
and that there shall be quarterly meetings of the said dimeetings how rectors at such times in the year as shall be appointed by appointed.
the bye-laws of the said corporation. Duties of the
XII. And be it further enacted, That the directors shall directors. have power to make and prescribe such bye-laws, rules and
regulations as they shall judge proper, touching the du: ties and conduct of the officers and servants employed therein, and such other matters as appertain to the said bank, and shall have also power to appoint so many officers clerks and servants for carrying on the said business, and with such salaries and allowances as to them shall seem meet.,
XIII. And be it further enacted, That the total amount Debts of said of the debts which the said corporation shall at any time corporation owe by bond, bill, note or other contract, over and above the specie then actually in the bank, shall not exceed three times the sum of the capital stock subscribed and actually paid into the bank ; and in case of such excess, the direc- if they ex. tors under whose administration it shall happen, shall, in ceed the same case of loss, be liable for the same in their natural and pri- be answerable vate capacities ; but this shall not be construed to exempt vate capaci. the said corporation or any estate real or personal which ties. they may hold as a body corporate, from being also liable for and chargeable with the said excess, but such of the said directors who may have been absent when the said excess was contracted, or may have dissented from the resolution or act, whereby the same was so contracted, may respectively exonerate themselves from being liable, by giving immediate notice of the fact, and of their absence or dissent, to the stockholders at a general meeting to be called for that purpose.
XIV. And be it further enacted, That the lands, tene- Lands, tenements and hereditaments, which it shall be lawful for the ments, &c. said corporation to hold, shall be only such as shall be re- corporation quisite for its accommodation in relation to the convenient may hold. transaction of its business, or such as 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 ; and the said corporation shall not, directly or indirectly, deal or trade in buying or selling any goods, wares or merchandizes what
XV. And be it further enacted, That no transfer of stock Transfer of shall be valid until entered or registered in a book or books dock regulatto be kept for that purpose by the directors, and unless the person making the same shall previously discharge all debts due by him or her to the said corporation.
XVI. And be it further enacted, That the bills obligatory Certain bills, and of credit, under the seal of the said corporation which under the seal shall be made to any person or persons shall be assignable ration, made by indorsement thereon, and so as absolutely to transfer alignable and
obligatory and vest the property thereof in each and every assignee and assignees successively, and to enable such assignee or assignees to bring and maintain an action thereupon in his, her or their own name or names; and bills or notes which may be issued by the said corporation, signed by the presi- bills, &c. mof dent and countersigned by the cashier, promising the pay- of the corpo ment of money to any person or persons, his, her or their ration, align. order, or to the bearer, though not under the seal of the said gatory. corporation, shall be binding and obligatory 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 or natural capacity or capacilies, and shall be assignable and negotiable in like manner as if they were so issued by such private person or persons.
XVII. And be it further enacted, That this act be and is hereby declared to be a public act, and that the same shall be construed in all courts and places benignly and favourably for every beneficial purpose thereby intended.
TWENTY-SECOND SESSION. CHAP. LXXXIV.
Passed 2d April, 1799. Preamble.
THFREAS Daniel Ludlow and John B. Church, together with sundry other citizens of
this state have associated for the purpose of supplying the city of New-York with water for the use of such of the inhabitants thereof and others as may be inclined to take the same, and have with a view to further this laudable design, and to divide the hazards attendant thereon, set on foot a subscription and actually subscribed considerable sums of money thereto, upon condition that the legislature should deem it expedient to grant them support and encouragement by giving them and such others as shall hereafter subscribe and join their association, a suitable charter of incorporation, as doth appear by their several petitions to the legislature ; to the end therefore, that the said Daniel Ludlow and John B. Church, and their present and future associates may be encouraged to proceed to carry into effect their laudable undertaking, which promises, under the blessing of God, to be conducive to the future health and safety of the inhabitants of the said city.
I. BE it enacted by the People of the State of New York, Perfons incorporated and represented in Senate and Assembly, That Daniel Ludlow, corporation. John B. Church, John Watts, Joseph Browne and their
present and future associates, their successors and assigns, be and they are hereby created a body corporate and politic, by the name of “ The president and directors of the Manhattan company," and are hereby ordained, constituted and declared to be for ever hereafter a body politic and corporate, in fact and in name, and by that name they and their successors shall and may have continual succession, and shall be persons in law capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended įn.