Books of subscription. Election of directors. 3. And be it enacted, That the books of subscription to said stock shall be open at such place and for such time as the above named persons, or a majority of them may designate, under their direction or under the direction of such of them as a majority shall designate for that purpose. 4. And be it enacted, That the stock, property and concerns of said company shall be managed and conducted by five directors, who shall be stockholders, one of whom shall be president, who shall hold their offices for one year from the first day of May in every year; and that the said directors shall be chosen on the third Monday of April of every year, at such hour and place as shall be designated by the bylaws of said company, of which notice shall be given in the manner provided in the by-laws; and the five persons shall be the directors who shall receive the greatest number of votes; each share of stock entitling the holder thereof to Vacancy, how one vote; and if it shall happen that any vacancies occur in any manner, such vacancy may be filled by the remaining directors, or a majority of them, at any meeting of the board of directors, until the time when the persons elected at the next election for directors shall take their offices by virtue of said election. filled. Principal office. Stock, how transferable. 5. And be it enacted, That the principal office of the said company shall be located at Ironia, New Jersey, but they may have an office in New York for the transfer of stock, and the transaction of such business as may be expedient or necessary; and that it shall be lawful for the said company to lease, rent or sell the cars manufactured by them, to any railroad company now in operation, or that may hereafter be operated, at such sums, or upon such terms as may be agreed upon; may use the same for transportation of freight and passengers over the road or roads of other companies, paying such rates of toll as may be agreed upon by and between such other companies and the company hereby created; and may charge such rates for freight and passengers as may be deemed expedient. 6. And be it enacted, That the stock of said corporation. shall be deemed personal estate, and transferable in such manner as shall be provided by the by-laws of said company; and no dividend shall be made to and among the stockholders, except from and out of the profits of the said corporation. 7. And be it enacted, That in case it should happen at hold election any time that an election should not be held on the day on Failure to which, pursuant to this act it ought to be made, the said cor- not to dissolve poration shall not, for this cause, be dissolved; but it shall and may be lawful to hold such election on such other day as shall be directed by the said company, and until such directors are elected, the old directors shall hold over. kept. 8. And be it enacted, That the directors shall at all times Books to be keep, or cause to be kept, proper books of account, in which shall be regularly entered and kept all the transactions of the said company, which books shall be open at all reasonable times to the inspection of the stockholders of the said company; and a correct and full statement of the affairs of said Statement to corporation shall be made to the stockholders at their meeting for the election of directors herein before provided for. be made. stock. 9. And be it enacted, That no transfer of stock shall be Transfer of valid or effectual, until such transfer shall be entered or registered in the book or books to be kept for that purpose by the directors. 10. And be it enacted, That the said corporation hereby How dissolved created, may be dissolved by a general meeting of the stockholders of the same, especially called for that purpose; provided, that at least three-fourths in value of the stockholders Proviso. shall concur therein: and upon such dissolution, the directors for the time being, and the survivors of them, or such persons as the stockholders shall appoint, shall be trustees for the settling of all the affairs of the company, collecting and disposing of all its property and assets, paying its debts, and dividing its surplus among the stockholders, in proportion to their respective interests in the stock. 11. And be it enacted, That this act shall be taken and deemed to be a public act, and shall take effect immediately. Approved February 15, 1872. ed. CHAPTER LV. A Supplement to the act entitled "An Act to incorporate the Rankin Mills," approved February twenty-third, eighteen hundred and sixty-three. 1. BE IT ENACTED by the Senate and General Assembly Name chang of the State of New Jersey, That the name of the above corporation is hereby changed from "The Rankin Mills" to "The Peters Manufacturing Company," and by that name shall be a corporation for the same manufacturing purposes, with all the powers and privileges, and subject to all the restrictions in said act contained, except as herein mentioned. Annual meet- 2. And be it enacted, That the annual meeting of the stockholders shall be held on the first Thursday of February in each year, instead of the first Thursday of January; and noching in this act contained shall affect or impair the rights of the stockholders of said corporation. ing. 3. And be it enacted, That this act shall take effect immediately. Approved February 15, 1872. CHAPTER LVI. An Act to incorporate the Continental Steam Boiler Insurance Company of Newark, New Jersey. 1. BE IT ENACTED by the Senate and General Assembly of Corporators. the State of New Jersey, That William Poulson, Robert Wright, James Comack, Peregine Sanford, jr., Martin Marquand, Charles W. Walker, Franklin B. Parse, and such others as may be associated with them, and their successors, shall be, and are hereby constituted a body corporate and Name and politic by the name of "The Continental Steam Boiler In- 2. And be it enacted, That the capital stock of said com- Capital stock. pany shall be fifty thousand dollars, to be divided into shares of fifty dollars each, with the privilege of increasing the same to two hundred and fifty thousand dollars at any time during the continuance of this charter. 3. And be it enacted, That when the said capital stock of Election of dlfifty thousand dollars shall have been subscribed, and the rectors. sum of twenty-five thousand dollars paid in, that then the subscribers to said capital stock, upon five days previous notice, in a newspaper published in the city of Newark, given by the commissioners hereinafter named, shall proceed to the election of a board of directors, which said board of directors shall then proceed to the election of a president, treasurer and secretary, and the appointment of such other officers as may be necessary to manage the business of the company; and the offices of secretary and treasurer may be held by the same person, and shall be allowed such compensation respectively as may be deemed by the said board to be reasonable and just. ers to open ceive sub 4. And be it enacted, That William Poulson, Robert CommissionWright, James Comack, Peregine Sandford, jr., Martin books and reMarquand, Charles B. Walker and Franklin B. Parse, be scriptions. and they are hereby appointed commissioners to open books for subscription to the capital stock of said company; and that five days previous notice of the time and place of opening said books shall be given by said commissioners or a majority of them, and that said books of subscription may be kept open. as long as it shall be deemed necessary or best by said commissioners, or a majority of them, to do so. increased. 5. And be it enacted, That the capital stock may be in- Stock may be creased at any time by the directors, to such amount as they may determine, not exceeding the amount provided for in the Directors to manage af fairs. May insure steam boilers. Policles and Contracts company. second section; and they shall open books for subscription for said increased stock, after giving ten days previous notice thereof, and all persons who shall own the stock of said company shall have the privilege of subscribing for said increased stock for five days; and after that time, if the same shall not have been subscribed for by said stockholders, it may be subscribed for by others, and the terms of said subscription shall be fixed and determined by the said directors, and notice thereof given as above directed. 6. And be it enacted, That the stock and other property of said company shall be managed and controlled by a board. of thirteen directors, five of whom shall be a quorum for the transaction of business, who may hold their office for one year, or until others are chosen; and shall at all times during their continuance in office be stockholders in said company, and in their own right; and the said directors shall hereafter be elected on the second Tuesday of January, in each and every year, at such hour of the day, and at such place in the city of Newark, as the board of directors for the time being shall appoint, of which election public notice shall be given in a newspaper published in the said city of Newark, at least five days previous to such election; and every such election shall be by ballot, and by a plurality of the stockholders, either in person or by proxy. 7. And be it enacted, That it shall and may be lawful for said company to insure steam boilers against explosion, and all damage caused thereby, upon such rates, and upon such conditions as shall be contained and stated in the policy of insurance issued thereby. 8. And be it enacted, That all policies and contracts formed binding on the thereon, which shall be made or entered into by the said company, may be made, either under or without the seal thereof, and shall be subscribed by the president, or by such other officer as may be designated for that purpose by the by-laws of said company, and when so attested by the secretary the same shall be binding upon the company according to the tenor, intent and meaning of this act, and of such policies and contracts; and all such policies and contracts may be made, subscribed, attested and executed; and the business of said company may be otherwise conducted and carried on without the presence of a board of directors, by committee, or otherwise, and the same shall be obligatory and binding upon said company. |