CHAPTER CCCCLXXXVIII.

An act to incorporate the "Sun Fire Insurance Association," in the County of Hudson.

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That all such persons as shall become stockholders to the capital stock hereinafter mentioned, their successors and assigns, shall be and are hereby constituted and made a body politic and corporate, by the name and style of the "Sun Fire Insurance Association," and the office of the said company may be located in the county of Hudson, in this state.

Corporate

name.

2. And be it enacted, That the capital stock of said com- Capital pany shall not exceed two hundred and fifty thousand dol- stock. lars, and shall be divided into shares of fifty dollars each; and there shall be paid into the treasury of said corporation by each subscriber to the capital stock, at the time of subscription, an installment of ten per centum on the stock by him subscribed, and the remainder to be paid, or amply secured to be paid, in such securities on real estate or other securities, as the eommissioners hereinafter named shall deem sufficient; and until one hundred thousand dollars of said stock is subscribed for and paid in, and so certified to by the secretary of state as the result of an examination made by him, said company shall not commence business.

commis

receive

3. And be it enacted, That Dudley S. Gregory, George W. Names of Savage, Benjamin Williamson, Amos Clark, Čourtlandt Par- sioners to ker, Robert Gilchrist and Matthew Armstrong, shall be com- subscripmissioners to receive subscriptions to the capital stock of tions. said company; and when the whole of said stock shall be subscribed and paid, or secured to be paid, as mentioned in the second section of this act, the commissioners shall call a meeting of the stockholders, by an advertisement published at least ten days previously in some newspaper published and circulating in the county of Hudson, stating the time and place at which such meeting of the stockholders shall

Proviso.

Affairs of corporation by whom

be held, and they shall by ballot, elect the first directors of said company; said commissioners shall appoint three inspectors, being stockholders, of said election; but it is provided, nevertheless, that if there should be any deaths or resignations among the commissioners above appointed, then the remainder shall elect others to supply the vacancies so occasioned.

4. And be it enacted, That the stock, property and affairs of said corporation shall be managed and conducted by fif managed. teen directors, two-thirds of whom shall be citizens of this state, who shall divide themselves into three classes; the term of the first class shall expire on the second Monday of February succeeding their election, or as soon thereafter as others are elected in their stead; the term of the following classes shall expire, successively, on the second Monday of February of the following years, or as soon thereafter as others are elected in their stead; the annual election for directors shall be held on the second Monday of February in each year, at such time and place in Hudson county as the directors shall appoint, of which, notice shall be given in some public newspaper published and circulating in the county of Hudson, at least ten days previous to said election; such election shall be held under the direction of three stockholders, to be appointed by the directors; and such election shall be by ballot and by a plurality of the votes of the stockholders and their proxies, allowing one vote for every share of the said stock.

Directors

o choose

&c.

5. And be it enacted, That it shall be the duty of the president, directors to choose out of their number a president; and they may also elect a vice president; and the vice presi dent shall perform the duties of the president in case of his death, absence or inability to act; they shall have power also to appoint one or more secretaries, a surveyor, a coun sel, and such other officers, agents and clerks as may be deemed necessary, and to fix, and at pleasure to change the salaries and compensation of them; seven of the directors shall constitute a quorum of the board for the transaction of business, and the board may delegate power to transact any of its business to a committee of directors, or to officers or agents, as it shall deem proper; and the board may by a majority of their whole number, make such by-laws, not inconsistent with the constitution and laws of this state, as may be deemed necessary for the management of the prop

erty, the government of the officers, the regulation and conduct of the affairs of the company, and for the transfer of its stock, and may adopt a corporate seal of and for this company, and may at pleasure change the same.

6. And be it enacted, That the said company shall have company s power; first, to make insurance upon vessels, freights, goods, powers, &c. wares and merchandise, and to make all and every insurance connected with marine risks, and the risks of transportation and inland navigation; second, to make insurance upon dwelling-houses, stores, and all kinds of buildings, and upon household furniture, merchandise, and other property against loss or damage by fire, lightning or tornadoes; third, to cause themselves to be re-insured when deemed expedient.

or policies

either un

7. And be it enacted, That all policies of insurance or other Contracts contracts authorized by this act, which shall be made and may be entered into by said corporation may be with or without the der or withseal thereof, and shall be subscribed by the president or out seal. vice president and attested by the secretary, and being so signed, executed, and attested, shall be binding and obligatory upon the said corporation according to the true intent and meaning of said policies and contracts; and all such policies and contracts may be so made, signed, executed and attested without the presence of the board of directors; the board of directors may permit the insured to participate in the profits of the business of the company to such extent, in such manner and under such provisions as shall be provided for in the by-laws of the company.

chase and

8. And be it enacted, That it shall and may be lawful for May purthe said company to take and hold any real estate or secur- hold real ities, bona fide mortgaged, or pledged to the said company, estate, &c. or to secure the payment of any debt which may be contracted with the said company, and to foreclose the same; and also to purchase, on sales made by virtue of any judgment at law, or any order or decree of any court of equity, or any other legal proceedings, or otherwise to receive and take any real estate in payment or towards satisfaction of any debt previously contracted and due to the said company, and to hold the same until they can conveniently sell and convert the same into money or other personal property.

stock how

9. And be it enacted, That the capital stock of said corpo- Capital ration shall be transferable according to the rules and reg- transferred ulations prescribed by the directors; and any subscriber of any share or shares of said stock, who shall neglect to pay

Directors to make divi

dends.

Act to continue in force thirty years.

the installments aforesaid, or to secure the residue of the share or shares by him subscribed, shall forfeit the same to the said corporation, and all payments made thereon, and all profits that may have arisen thereon.

10. And be it enacted, That it shall and may be lawful for the directors of said company to make dividends of so much of the profits of the said company as shall appear advisable; and the said dividends shall be paid to the stockholders or their representatives, but the dividends shall not at any time exceed the amount of clear profits made by the company, but the capital stock shall be and remain unimpaired; and it the said directors shall at any time knowingly make a dividend of the capital as aforesaid, they shall be individually liable for the proportion of the stock so divided, and an action of debt may be brought against them, their heirs, executors or administrators, or any of them, in any court of record of this state, by any creditor of said company, and may be prosecuted thereon to judgment and execution; and each director present when such dividend shall be declared, shall be adjudged to be consenting thereto, unless he forthwith protest against such dividend and request his protest to be entered on the minutes of the company, and give further notice to the stockholders of the declaring of such dividend, by advertising his said protest, within ten days thereafter, in a newspaper published and circulating in the county of Hudson.

11. And be it enacted, That this act shall continue in force for the term of thirty years, and the said corporation shall possess the general powers, and be subject to the restrictions and liabilities contained in the act entitled "An act concerning corporations," approved the fourteenth day of February, one thousand eight hundred and forty-six, so far as the same are applicable.

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

Approved March 27, 1874.

CHAPTER CCCCLXXXIX.

A supplement to the act to incorporate the Caldwell and Milburn Railway Company, providing for a change in the name of the same, and for other purposes.

name

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That the Caldwell and Milburn Rail- Corporate way Company is hereby authorized to change the name of changed. said corporation to the "New Jersey and New England Railway Company," and shall have authority to consolidate and connect their present authorized line with a corporation of like name in the county of Rockland, in the state of New York, so as to form a continuous line to the Hudson river at or near Fort Clinton, in said state.

stock.

2. And be it enacted, That the capital stock of said cor- Capital poration shall not exceed fifty thousand dollars per mile of road built, and may be issued in payment of right of way and for service rendered the company by employees or for debts owing by the company, as the directors may order.

3. And be it enacted, That the said corporation shall have Empowerpower to issue bonds not to exceed thirty thousand dollars ed to issue per mile, in such manner and for purposes as provided for

in section fourteen of the act of incorporation.

4. And be it enacted, That this shall be deemed a public act, and shall take effect immediately.

Approved March 27, 1874.

bonds.