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porate may subscribe any number of shares at pleasure, not exceeding the deficiency, and if at the end of the said four days, one thousand shares shall not be so subscribed, then the books shall be closed, and it shall and may be lawful for each of the said companies, after they shall have become incorporated in manner herein prescribed, to take in subscriptions for the deficient shares or not, as to the stockholders of each of the said corporations shall seem proper; but if it should appear to the said commissioners first herein mentioned, that on the said last Tuesday of May, the aggregate of all the shares subscribed exceed one thousand, the excess shall be deducted from the respective subscribers to each company, in the manner following, to wit:
1. If the whole number of subscribers amount to one thousand, whatever may be the number of shares subscribed, each subscriber shall be entitled to one share.
2. If the whole number of subscribers exceed one thousand, it shall be determined by lot by the said commissioners, which of the subscribers shall be entitled to a share and which not.
3. If the number of subscribers are less than one thousand, and the number of shares by them subscribed exceed one thousand, then those who have only subscribed one share shall be entitled to such share, and the remaining subscribers shall be classed into nine classes, one class to consist of all those who have subscribed two shares, one class of those who have subscribed three shares, one class of those who have subscribed four shares, one class of those who have subscribed five shares, one class of those who have subscribed six shares, one class of those who have subscribed seven shares, one class of those who have subscribed eight shares, one class of those who have subscribed nine shares, and one class of those who have subscribed ten shares; after which the shares to be deducted from each class shall be determined by the following rule, to wit: As the aggregate of all the shares subscribed by the nine classes is to the excess above one thousand, so is the aggregate of the shares subscribed by any class to the shares to be deducted from that class; the aggregate deduction to be made from each class be ing thus determined, if such aggregate is less than one share for each subscriber, it shall be determined by lot, which of the subscribers shall hold two shares; if such aggregate is more than one share to each subscriber, it shall be determined by lot which of the subscribers shall hold one share; and the like rule shall be applied to the deduction in each of the other eight classes; and the said commissioners appointed in the city of New-York, shall then make cut full and perfect lists of all the subscribers to the stock of each company respectively, with the
number of shares to which each subscriber is entitled, and having acknowledged the same before the chancellor, or one of the judges of the supreme court, they shall deliver the same to the person administering the government of this state for the time being, and if it shall appear to him, that five hundred shares are subscribed to the company, to be known by the name of "The president, directors and company of the western inland lock navigation in the state of New-York," he shall direct the list to be filed and entered of record in the secretary's office of this state; and if it shall appear to him, that five hundred shares are subscribed to the company, to be known by the name of "The president, directors and company of the northern inland lock navigation in the state of New-York," he shall give like directions to the said secretary, relative to the list thereof.
II. And be it further enacted by the authority aforesaid, That said compa immediately from and after the filing and recording in man-nies when to ner aforesaid the list of subscribers to the western mpany, corporated. the persons therein named as subscribers, whilst t tinue stockholders therein, and an others who shall tome stockholders therein, shall be and are hereby create and made a corporation and body politic, in fact and in by the name and style of "The president, directors. company of the western inland lock navigation in state of New-York," and that by that name, they an their successors for ever shall and may have perpetual succession; and that immediately from and after the filing and recording in manner aforesaid the list of subscribers to the northern company, the persons therein named as subscribers, whilst they shall continue stockholders therein, and all others who shall become stockholders therein, shall be and are hereby created and made a corporation and body politic, in fact and in name, by the name and style of "The president, directors and company of the northern inland lock navigation in the state of New-York,' and that by that name they and their successors for ever Their corposhall and may have perpetual succession, and by those rate powers. names shall be and hereby are respectively made persons able and capable in law, to have, purchase, receive, possess, enjoy and retain to them and to their respective successors, lands, rents, tenements, hereditaments, goods, chattels and effects of what kind, nature or quality soever, to the amount of three hundred thousand dollars each, and the increase and profits thereof, and of enlarging the same from time to time, by additional payments of the stockholders in such companies respectively, and in such manner and form as they shall think proper, if such additional payments shall be found necessary to fulfil the end and intent of the incorporations hereby created and made, and hereinafter particularly specified and directed, and
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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 ensuing 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 direc tors 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 McCormick, 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
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 how filled up
the death, resignation, absence from the state, or removal of a director by the stockholders, his place may be filled
The dincton up by a new choies 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 di cial 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.
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.
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 a 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 next 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