payable. at the rate of six per cent per annum, from the twentieth day of February, eighteen hundred and forty-three, to the time of such payment, for the expenses incurred by the said city for excavating, clearing and cleaning out the basin opposite the said city at the termination of the Erie and Champlain canals, and also a further sum of thirty thousand dollars to be paid to the owners of the pier connected with said basin, in lieu of tolls as heretofore paid to the said pier owners. The said sum to be paid to such person or persons as the said pier owners, at a general meeting to be held by them shall direct; or if the said pier owners shall be incorporated, then to such person or persons as the said corporation shall authorise to receive the same, whenerve the conditions hereinafter specified shall be complied with. Loans when § 2. The said loan shall be payable in the discretion of the commissioners of the canal fund, at and after any period they may fix not exceeding twenty years, when in their judgment the Erie canal enlargement and the Black River and Genesee Valley canals will have been completed and after the said works shall have been completed, the principal sum thus loaned shall be paid out of the revenues of the Erie and Champlain canals. Certificates issued. § 3. Certificates of stock for the above loan in sums not less of stock to be than one hundred dollars shall be issued by the commissioners of the canal fund in the manner provide by law, bearing an interest not to exceed six per cent per annum, payable quarterly, and shall be disposed of at a rate not less than par for a six per cent stock, which interest shall be paid ont of the canal revenues, if at any of the periods when the same shall become due there shall be any of such revenues applicable to that purpose, and if there be none, then out of the general fund; but the general fund shall be reimbursed such advances with interest, out of the canal revenues whenever the completion of the Erie canal enlargement and of the Black River and Genesee Valley canals may permit such reimbursement. The money §4. The said sum of one hundred and twenty-one thousand how appro four hundred and sixty-two dollars and sixty-three cents, with inpriated and terest thereon, at the rate aforesaid, from the time in the first paid. section of this act specified, to the time of the payment thereof, to be obtained by the aforesaid loan is hereby appropriated and directed to be paid in the same manner as other expenses of the canals, to the mayor, aldermen and commonalty of the city of Albany, in full payment and discharge of all claims of the said corporation for any expenses incurred by them at any time previous to the passage of this act, for excavating, clearing and cleaning out of the said basin at the eastern termination of the Erie and Champlain canals, and of all interest of said city, and of the pier owners, in said basin. The sum of money appropriated and directed to be paid to the mayor, aldermen and commonalty of the city of Albany by the preceding sections of this act, shall be applied to and made a part of the "sinking fund" heretofore provided for the payment of the public debt of the city of Albany, and applied to the payment of the debt due by the city to the state, which may have been incurred or contracted prior to the first of May, one thousand eight hundred and fortyeight, and to no other purpose whatever: Provided that nothing in this act contained, shall be so construed as to create any liability on the part of the state to pay any damages that may have been sustained by any person or persons whomsoever, in consequence of any proceedings or acts done under or by virtue of the several acts of the legislature mentioned in the seventh section of this act, or any of the acts amendatory of the same. tent confirm ed. § 5. The letters patent granted under the fifth section of the Letters paact passed April 5, 1823, entitled "An act authorising the construction of a basin in the city of Albany, at the termination of the Erie and Champlain canals," are hereby confirmed. § 6. The ninth section of the said act, whereby certain tolls on Repeal. canal boats, craft and lumber are directed to be collected and to be paid over to the pier owners, is hereby repealed. But such repeal shall not affect the rights of said pier owners to any tolls heretofore collected, to which they were entitled under said act. be a final § 7. This act shall be a final settlement of all claims which may This act to exist against the state in favor of the city of Albany, or in favor settlement. of any citizens thereof, and also of the pier owners, under the several acts passed April 5, 1823, April 27, 1835, April 14, 1836, May 16, 1837, including all acts amendatory to the same, so far as all or any of the several acts relate to the Albany basin or the pier company. take effect. § 8. This act shall not take effect, unless the corporation of the When to city of Albany, in behalf of the city and citizens thereof, shall within six months from the passage thereof, file their consent to the terms and provisions of this act, and also a release to the people of this state of all interest of said city in said basin, under the common seal of the said city, in the office of the secretary of state, and unless also the proprietors of the said pier shall within the same time, at a general meeting to be duly called for that purpose, (or if the said pier proprietors shall be incorporated, then at a legal meeting of the said corporation,) consent thereto by the vote of the owners of a majority of the said pier lots, represented in person, or by their duly constituted attorney, such consent to be duly acknowledged and filed in the office of the secretary of state, and also a release of all their interests in said basin. toll. § 9. The same rates of toll shall hereafter be charged and col- Rates of lected for said basin as on the canals of this state, computing the same in all cases as one mile in length, and which shall be considered as forming part of the canal revenues, and not be diverted therefrom, and the said basin shall remain free for canal boats and canal craft, from any charge for wharfage or dockage, and the said basin shall be owned by and remain the property of this state, and be under the care and charge of the canal commissioners. The owners of the said pier shall forever hereafter keep the said pier in good repair, to the satisfaction of the canal commissioners. Corporation created. Capital stock. Subscriptions to stock. Election of directors. Chap. 201. AN ACT to incorporate the New-York and Havre Steam Navigation Company. Passed April 4, 1849. The People of the State of New-York, represented in Senate and Assembly, do enact as follows: § 1. Samuel M. Fox, Mortimer Livingston, Matthew Morgan, Francis Cottenet, James Foster, Jr., and their associates and successors are hereby constituted a body corporate, by the name of "The New-York and Havre Steam Navigation Company," and so to remain and continue for twenty years next ensuing, for the purpose of building, equipping, furnishing, fitting, purchasing, chartering, and owning vessels, to be propelled solely or partially by the power or aid of steam or other expansive fluid, or motive power, and to be run and propelled in navigating between the city of New-York and the city of Havre, in the republic of France, and between such other ports and places as the government of the United States may direct, and of purchasing, owning and navigating such auxiliary sailing vessels as may be requisite to provide fuel and other necessaries, and for such purpose all the necessary and incidental power is hereby granted to said corporation. § 2. The capital stock of said corporation shall be seven hundred and fifty thousand dollars, with liberty to increase the same at any time to a sum not exceeding one million five hundred thousand dollars; said stock shall be divided into shares of one thousand dollars each, and shall be deemed personal property, transferable in such manner as the by-laws of the said corporation shall direct. The said corporation may commence operations when four hundred thousand dollars shall have been subscribed, and five per cent on each share subscribed for paid in. § 3. The said Samuel M. Fox, Mortimer Livingston, Matthew Morgan, Francis Cottenet, and James Foster, Jr., shall be commissioners to receive subscriptions for the said capital stock, at such time and place in the city of New-York, as they shall appoint, by giving ten day's public notice thereof in one or more newspapers published in the said city; and if the whole capital stock shall not be subscribed for at the time first appointed, other subscriptions may be at any time received, until the whole amount shall be subscribed under such rules and regulations as the board of directors of the said corporation shall prescribe. § 4. As soon as four hundred thousand dollars shall have been subscribed, the said commissioners shall call a meeting of the stockholders by giving ten day's public notice thereof in one or more newspapers published in the city of New-York, and said stockholders shall elect by ballot at such meeting, or at any subsequent general meeting, five directors, being stockholders, to man age the concerns of the said corporation, who shall hold their office for one year, and until other are chosen in their places. The directors, except for the first year, shall be annually chosen, at such time and place as shall be directed by the by-laws of the said corporation. In all meetings of the stockholders, each share shall entitle the holder to one vote, to be given in person or by proxy. In case it should at any time happen that an election of directors shall not be made on the day appointed by the by-laws of the said corporation, the said corporation shall not for that cause be deemed to be dissolved, but such election may be held on any day which shall be appointed by the directors of said corporation. § 5: The directors (of whom three shall constitute a quorum By-laws. for the transaction of business) shall appoint one of their number to be president, and may appoint such other officers and agents as they shall deem necessary, and may make and establish such bylaws, rules and regulations as they may think proper and expedient, touching the disposition and management of the property, estate, and effects of the said corporation, the transfer of shares, the duties and conduct of their officers and servants, the election and meeting of directors, and all matter whatsoever which may appertain to the concerns of said corporation. When any vacancy shall happen among the directors, it may be filled by the remaining directors, and the directors may remove all officers appointed by them, and appoint others in their places, and fill all vacancies in the offices. stockholders. § 6. The directors may require payment of subscriptions to the Calls on stock, at such time and in such proportions as they may deem proper under the penalty of forfeiting all stock and previous payments made thereon, and may sue for and recover all such subscriptions. Notice of the time and place of such payments, shall be published for four weeks previous to such time, at least once in each week, in one or more newspapers published in the city of New-York. how to be § 7. The said corporation may have and use a common seal Contracts and the same may alter or renew at pleasure, and all contracts made. made may be either verbal or under the signature of the president, and secretary of the said corporation, and with or without the corporate seal. The said corporation may purchase, hold and convey such real estate as may be required for its purposes to an amount not exceeding fifty thousand dollars. to laborers. § 8. The stockholders of the said corporation shall be jointly Liability of and severally individually liable for all debts that may be due stockholders and owing to all their laborers and workmen for services performed for said corporation. ration. § 9. The stockholders of said corporation shall be severally To creditors individually liable to the creditors of said corporation, to an of the corpoamount equal to the amount of stock held by them respectively for all debts and contracts made by said corporation, until the amount of the capital stock of said corporation shall have been payment of made. paid in, and a certificate thereof shall have been made and recorded as prescribed in the following section. Certificate of § 10. The president and a majority of the directors of the corstock to be poration within thirty days after the payment of the last instalment of the capital stock of said corporation shall make a certificate stating the amount of the capital stock of the corporation and that the same is paid in, which certificate shall be signed and sworn to by a majority of the directors; and they shall, within the said thirty days record the same in the office of the clerk of the city and county of New-York. Time limited ment of debts. § 11. But no stockholder shall be personally liable for the payfor the payment of any debt contracted by the said corporation, which is not to be paid within one year from the time the debt is contracted, nor unless a suit for the collection of such debt shall be brought against said corporation within one year after the debt shall become due: And no suit shall be brought against any stockholder in said corporation, for any debt so contracted, unless the same shall be commenced within two years from the time he shall have ceased to be a stockholder in said corporation, nor until an execution against the corporation shall have been returned unsatisfied in whole or in part. Provisions stock held by Names of stock holders to be entered in a book. § 12. No person holding stock in said company as an executor, administrator, guardian or trustee; and no person holding such stock as collateral security, shall be personally subject to any liability as a stockholder of said company, but the person pledging such stock, shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estate and funds in the hands of such executor, administrator, trustee or guardian, shall be liable in like manner and to the same extent as the testator or intestate, or the ward or person interested in such fund would have been if he had been living and competent to act, and held the stock in his own name. Every such executor, administrator, guardian or trustee, shall represent the shares of stock owned by him as such administrator, guardian or trustee, at all meetings of the company, and may vote as a stockholder; and every person pledging his stock as aforesaid, may in like manner represent the same, and vote accordingly. § 13. It shall be the duty of the said corporation to cause a book to be kept by some officer or clerk thereof containing the names of all persons who are or shall within two years have been stockholders in said corporation and showing their places of residence, the number of shares of stock held by them respectively, and the time when they became respectively the owners of such shares, which book shall at all reasonable times be open for the inspection of the creditors and stockholders of the said corporation at the office or principal place of business of said corporation. § 14. This act shall take effect immediately. |