and the Hackensack river, all the necessary yards, inclosures, buildings, structures, aqueducts and railway tracks, switches and turnouts for the reception, safe keeping, feeding, watering, marketing, killing and packing, and for the weighing, delivery and transfer of cattle and live stock of every description, and also dead and undressed animals that may be at or passing through the county of Hudson, and for the accommodation and transaction of the business of a general stock yard and market establishment for cattle and live stock, including the erection and establishment of one or more hotel buildings, and the right to use, keep, manage or lease the same for the accommodation of the public doing business at the said yards and otherwise, and shall have power to enlarge, re-locate within the limits aforesaid, sell or lease the said yards, structures and buildings, or any of them as shall become necessary or expedient from time to time, subject, nevertheless, to the restrictions above mentioned as to the location of the same, and shall have the right and power to purchase and sell and make advances of money upon such cattle and live stock for freight and other purposes, and for the care, subsistence and handling and for advances made upon stock, and for killing, packing and rendering the same, the said company may require to be paid compensation therefor; the said company shall also have power to manipulate and dispose of the offal or manufactured products therefrom. May purchase, 3. And be it enacted, That the said company shall have vey real estate power and authority for carrying out the purposes of said incorporation, to procure, hold, and use such personal property, and also to purchase, lease, hold, sell and convey so much real estate as may be necessary for the proper transactions of their business.

hod and con

Capital stock.

4. And be it enacted, That the capital stock of said company shall be three hundred thousand dollars, with the privilege of increasing the same to five hundred thousand dollars, which stock shall be divided into shares of one hundred dollars each, which shall be deemed personal property, and transferable on the books of the said corporation; the said company may commence operations when fifty thousand dollars shall have been paid in, in cash; the board of directors shall have power to require the payment for the stock subscribed, in the manner, at the time, and in such sums as they may direct, and to declare dividends upon profits earned by the said company; on the refusal or neglect of any stock

holder to make payment of any installment on the requisition of the board of directors, the share or shares of such delinquent, with all installments paid, may be forfeited, or may, after thirty days' public notice in the newspapers of Hudson county, be sold at public auction under such rules as the directors may adopt; or said company may issue and use their stock as full paid, in the purchase of real estate or other property, or for other purposes, on such terms as the respective parties may agree upon.

5. And be it enacted, That the said corporate powers of said company shall be vested in and exercised by a board of directors, to consist of seven in number, who shall be stockholders, holding not less than fifty shares of stock, and such other officers, agents, and servants as they shall appoint; the first board of directors shall consist of John Hedden, Marcus First directors Beach, Thomas E. Bray, Sylvanus Judd, Daniel Toffey, Elam Hurd and John R. McPherson, who shall hold their office until the first Tuesday of January, anno domini eighteen hundred and seventy, and until their successors are elected and qualified; vacancies in said board may be filled by a vote of two-thirds of the directors remaining; an annual election for directors shall be held on the first Tuesday in January of each year, at such place and in such manner as may be provided by the by-laws of said company.

how elected.

6. And be it enacted, That at any election of directors, Directors, and each share of stock shall be entitled to one vote, to be given either in person or by proxy, and the seven persons receiving the largest number of votes shall be elected, and hold their office until the next annual election, and until their successors shall be duly qualified; and if, for any cause, the annual election shall fail, the company shall not be dissolved, but the directors in office shall continue to hold their places as directors until an election shall be had and their successors duly elected and qualified.

7. And be it enacted, That the directors herein named officers. shall organize by electing one of their number president, and by appointing a secretary and treasurer; the said company shall have power to make, ordain and establish by-laws, rules, and regulations necessary to fulfil the purposes and carry into effect the provisions of this act, and for the well ordering and securing the affairs, business, and interest of the company.

8. And be it enacted, That the said company is hereby May borrow authorized, from time to time, to borrow such sums of money issue bonds.

money and

as may be necessary, and to issue and dispose of their bonds. therefor, in denominations of not less than five hundred dollars each, and to an amount which in the aggregate shall not exceed two hundred thousand dollars, bearing interest at the rate of seven per centum, and to secure the payment of the same may execute a mortgage or mortgages, or deed of trust, of all or any part of its property, real and personal.

9. And be it enacted, That the said corporation shall continue in existence for thirty years, and that this act shall take effect immediately, and the legislature may at any time alter, repeal, or amend the same.

Approved February 27, 1868.

Corporators.

May purchase and hold real state.

Directors, and how elected.

CHAPTER LXV.

An Act to incorporate the Reese, Staats and Melick Manufacturing Company.

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Adam R. Reese, Peter V. Staats, George Sweeny, John W. Dean, Christopher S. Melick, Rufus Sliker, Andrew P. Kinney, John G. Hillegass, Andrew J. Farrand, and the survivors of them, and all such persons as may hereafter be associated with them or the said surviviors, their successors and assigns, shall be and they are hereby constituted a body corporate and politic, in fact and in name, by the name of "Reese, Staats and Melick Manufacturing Company," for the purpose of carrying on the foundry and machine business, and the manufacture of agricultural implements in the town of Phillipsburg, in the county of Warren, and in the village of Raritan, in the county of Somerset.

2. And be it enacted, That the said corporation may purchase, hold, sell, convey, mortgage, lease and dispose of such real and personal property as may be needful and proper for use in carrying on said business, or may accrue to them in the course thereof.

3. And be it enacted, That the stock, property and concerns of said corporation shall be managed and conducted by five or more directors, as the by-laws may designate, of whom

a majority shall be residents of the state, being stockholders, one of whom shall be presiden', who shall hold their offices for one year; and that the said directors shall be chosen on the first Monday in November in every year, at such time and place as shall be directed by the laws of said corporation, and public notice shall be given of the time and place of holding every such election, not less than ten days previous, in one or more newspapers published in each of the said counties of Warren and Somerset, or upon such notice as the by-laws of the said corporation shall direct, by such of the stockholders as shall attend for that purpose, either in person or by proxy, and each stockholder shall be entitled, in person or by power of attorney, to as many votes as he shall hold shares in the capital stock of the said company; and the persons having the greatest number of votes, being stockholders, shall be directors; and the directors chosen at one election shall be capable of serving by virtue thereof until another election. shall have been had; and the directors so chosen shall appoint clerks and superintendents, and assign such compensation as they shall think fit, not less than a majority of the whole number of directors being present when the same shall be done; and if it shall at any time happen that any vacancy or vacancies occur, by death, resignation or otherwise among the directors named in this act, or those hereafter to be elected, such vacancy or vacancies shall be filled by such person or persons as the remainder of the directors for the time being, or a majority of them, shall appoint, and until other directors are chosen from the stockholders; and the first directors shall be Adam R. Reese, Peter V. Staats, George Sweeny, John W. Dean, Christopher S. Melick, Rufus Sliker, Andrew P. Kinney, John G. Hillegass, Andrew J. Farrand, and the survivor or survivors of them, who shall hold their office until the first Monday in November, anno domini eighteen hundred and sixty-eight, or until others are legally chosen. 4. And be it enacted, That the capital stock of said com- Capital stock. pany shall be two hundred thousand dollars, and may be increased to two hundred and twenty-five thousand dollars, divided into shares of one hundred dollars each; and as soon as a transfer and conveyance shall be made to the " Reese, Staats and Melick Manufacturing Company" by the said persons above named, of the property, effects, assets and buildings now owned, occupied and used by them in the foundry and machine business and manufacture of agricultural implements

Stock personal property.

Proviso.

Not dissolved for failure to

in Phillipsburg and Raritan, which together represents their said capital of two hundred thousand dollars, it shall be lawful for the said company to commence their business, and with that capital, eonduct and carry it on until they shall deem it necessary to extend their operations and increase their capital for that purpose, which a majority of the directors are authorized to do, to the amount herein before mentioned; and it shall be lawful for the directors, or a majority of them, to call and demand from the stockholders respectively, all sums of money by them subscribed of the said capital stock or of the increased capital above the said sum of two hundred thousand dollars, at such time and in such proportions as they shall think proper, under pain of forfeiting the shares subscribed, and all previous payments thereon, if such payments shall not be made in thirty days after a notice shall have been published for the space of fifteen days in one or more newspapers published in said counties of Warren and Somerset.

5. And be it enacted, That the stock or property of the said corporation of whatsoever nature or kind, shall be deemed personal estate, and be transferable in such manner as shall be prescribed by the by-laws of said corporation; provided, that no dividends shall be made to and among the stockholders, except from out of the net profits of the said corporation, except as is hereinafter provided in case the capital stock of said corporation shall be reduced.

6. And be it enacted, That in case it should at any time elect officers. happen that an election should not be made on the day that pursuant to this act the same should be made, the said corporation shall not for that cause be deemed to be dissolved, but it shall and may be lawful to hold such election on such other day, in the manner provided by law in such cases, in the manner aforesaid as shall be prescribed by the by-laws and ordinances of said corporation.

Powers of directors.

Proviso.

7. And be it enacted, That a majority of the directors for the time being, shall form a board for the transaction of the business of said corporation, and shall have power to ordain, establish and put into execution, such by-laws, ordinances and regulations, as shall seem necessary and convenient for the government, management and disposition of the stock effects, profits and concerns of the said corporation; provided, that the same are not contrary to the constitution and the laws of the United States, or of this state.