CHAP. 203.AN ACT to incorporate the Lansingburgh Dry Dock and Hydraulic Company.WHEREAS James, Dougrey, David Dale, Norman Squires, Preamble Richard Hanford, Eseck Hawkins junior, Marvill Hawkins, Nicho. las Weaver, John Stewart, Foster King, Robert D. Silliman and William Williams and others, associated for the purpose of providing one or more dry or wet docks, artificial basins and other conveniences for the more safe and commodious building and repairing of vessels, have prayed to be incorporated, the better to enable them to carry into effect the business of their association: Therefore,1. BE it enacted by the People of the State of New-York, rep-3." resented in Senate and Assembly, That James Dougrey, David Dale, Norman Squires, Richard Hanford, Eseck Hawkins junior, Marvill Hawkins, Nicholas Weaver, John Stewart, Foster King, Robert D. Silliman and William Williams, and their present and future associates, shall be, and hereby are created, constituted and declared to be a body politic and corporate, in fact, by the name of “The Lansingburgh Dry Dock and Hydraulic Company,” and by that name, they and their successors may have perpetual succession, and be capable in law of contracting and being contracted with, relative to the business of said corporation; and of suing and being sued, in all courts and places whatsoever; and may have a common seal, and by the name and style aforesaid, the said corporation shall have power and authority, at the mouth of the Piscoen Kill, near the state sloop lock in the county of Rensselaer, to construct and use one or more dry, and wet docks, or other artificial means or basins, and works and devices of such dimensions and materials and in such form and manner, as they may deem expedient for the purpose of building, receiving and repairing sloops vessels and other craft, and may construct any raceway or raceways, for the purpose of drawing waters from said basin for hydrulic purposes, and shall be capable in law of taking and holding by lease or purchase, either from the state or individuals, as the case may be, all such lands and waters as may be necessary for the accommodation and furtherance of their business connected with the said dry or wet docks or hydraulic works.2. And be it further enacted, That the capital stock of the said stock corporation shall not exceed fifty thousand dollars, and that a share in the same shall be fifty dollars, and that the subscriptions to said stock, or to such parts thereof as may from time to time, by the direction for the time being, be deemed proper and necessary, be opened by the appointment or under the direction of the directors hereinafter named, or their successors, or a majority of them, subject to such rules, limitations and conditions, as by them or their successors shall be prescribed. Transfers of:3. And be it further enacted, That the stock of said company stock "shall be deemed personal property and shall be transferable as such; but no transfer of any stock in said corporation shall be valid, until such transfer shall have been registered in a book or books to be kept by the directors thereof for that purpose; which book or books shall, at all reasonable times during the usual hours of transacting business, be open to the examination of any person having in his possession || any bond, bill or other evidence of claim against said company or || association, the payment of which shall have been refused; and in case any officer of said corporation having charge of such books | shall refuse to permit the same to be examined as aforesaid, he shall i for every such offence forfeit the sum of two hundred and fifty dollars, | the one moiety thereof to the people of this state, and the other, moiety to him who will sue for the same, by action of debt, in any court of record, together with the costs of such suit; and every transfer of stock shall be made subject to the payment of any debt || owing to said company by the stockholder, at the time of making such transfer, although not payable until afterwards. | Affair, how4. And be it further enacted, That the stock, property, affairs managed and concerns of the said corporation, shall be ordered, managed and conducted under the direction of eleven directors, being stockholders and citizens : that the said directors shall hold their offices from the third Monday of January inclusive, in every year, for one year, and shall be elected on the second Monday of January in each year, at such time and place within the village of Lansingburgh as a majority of the directors for the time being shall appoint, and that notice of the time and place of holding such election shall be published in at least one paper in the said village, not less than twenty days previous to the time of holding the said election, and that the poll shall remain open for the reception of votes for at least three hours; and that all elections for directors shall be by ballot, and shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy, and that each stockholder shall be entitled to one vote for each share which shall have stood in his, her or their names on the books of the said corporation at least fourteen days before the time for voting, and that the persons having the greatest number of votes shall be directors; and if it shall happen that two or more persons have an equal number of votes, the directors in office at the time shall by a plurality of votes given by ballot, determine which of these persons so having an equal number of votes shall be director or directors, so as to complete the whole number, and the directors so chosen shall as soon as may be thereafter, proceed in the like manner to elect one of their number by ballot, for their president; and if any director appointed by this act or hereafter to be chosen shall die, remove out of the state, cease to be a stockholder, or shall resign, his office shall be vacant, and whenever any vacancy shall in any manner occur, the same shall be filled by the remaining directors, by plurality of votes, until the next annual elecFilm direct tion ; and that James Dougrey, David Dale, Norman Squires, ors Richard Hanford, Eseck Hawkins junior, Marvill Hawkins, Nicholas Weaver:John Stewart, Foster King, Robert D. Silliman and William Williams, shall be the first directors, who shall hold their officesrespectively, until the third Monday of January inclusive, which will be in the year of our lord one thousand eight hundred and twenty-seven, and until others are chosen in their places, and shall proceed to chouse their president, at such time and place as they or a majority of them shall determine.5. And be it further enacted, That in case it shall happen at pay of isany time that an election of directors shall not be made on the day tionappointed by this act for the purpose, the said corporation shall not for that cause be dissolved; but it shall and may be lawful to hold any election for directors on any day subsequent to the day hereby appointed, (provided the same be done within thirty days thereafter,) which a majority of the directors for the time being, or in case of their neglect or omission, any stockholders having a majority of the stock of said corporation shall appoint for that purpose, giving due notice thereof, in one or more public newspapers, for at least twenty days previous to the time of such election.6. And be it further enacted, That the directors for the time By-lawsbeing shall form a board; and they, or a majority of them, shall be a quorum for transacting the business of the said corporation, and shall have power to make such by-laws, rules and regulations, not repugnant to the constitution or laws of the United States, or of this state, or any provision of this act, as to them shall seem needful and proper, touching the government of the said corporation, the management and disposition of the stock, property, estate and effects thereof, the duties of the officers, clerks and servants employed therein, the election of directors, and all other matters that may appertain to the concerns of the corporation, and shall also have power to appoint as many officers, clerks and servants for carrying on the business thereof, with such salaries and allowances as to them shall Seem meet.7. And be it further enacted, That it shall and may be lawful Payments for the directors, or a majority of them, to require payment of the sums to be subscribed, at such time, and in such proportions, and on such conditions, as they or a majority of them shall deem fit, under the penalty of the forfeiture of all previous payments thereon; and that previous notice of the instalments required after the first, and of the time when the same are to be paid, shall be published at least fourteen days in one or more of the public newspapers printed in the village of Lansingburgh. .*[ocr errors]8. And be it further enacted, That it shall be the duty of the Dividendsdirectors to make dividends of so much of the profits of the said corporation arising from tolls and other sources of revenue of said company, at such time as they, or a majority of them, shall deem advisable. * * * *9. And be it further enacted, That if any person whatsoever penaltie.shall wilfully and knowingly do any act or thing whatsoever, whereby the said dry or wet docks and basins, or any of the works or devices connected therewith, shall be injured or damaged, he, she or they so offending, shall forfeit and pay to the corporation double the damages so sustained, together with costs of suit in that behalf expended, to be recovered by action of debt, in any court having jurisdiction thereof.10. And be it further enacted, That if the corporation herebyTo be inademade and created by this act shall not, within the term of five years,”to be computed from the first day of May next, complete the said dry or wet docks and basins, and other works and devices to be con- || nected therewith, in the manner contemplated by this act, then this act, and the rights and privileges hereby vested in said corporation, shall cease and become null and void, any thing herein contained to the contrary notwithstanding. h Responsibili11. And be it further enacted, That the stockholders of said 't ty corporation shall be holden responsible in their individual capaci- || ties, jointly and severally, for the payment of all debts contracted || by the said company, to the nominal amount of the stock held by such stockholders respectively; and any person having any demand against the said company may sue any stockholder thereof singly, or any two or more stockholders thereof jointly, and recover in any court having cognizance thereof; but such suit shall not be main- | tained without proof that such demand had been presented to the is president or treasurer of said company for payment, and the payment thereof neglected or refused; and the said company shall be liable to be prosecuted as a corporation for any such demand. someo,12. And be it further enacted, That nothing in this act contain- || hibited”" ed shall be so construed as to authorise any banking or insurance operations, or the purchasing, selling, discounting or loaning of any bonds, bills, notes, checks, or any negotiable paper whatsoever, nor in the purchasing or hypothecating of any bank or public stocks. Public act13. And be it further enacted, That this act shall be deemed a public act; but the rights and privileges hereby granted shall be deemed to be taken subject to the right of the legislature hereafter to alter, modify or repeal the same.