NASSAU RAILROAD COMPANY: Articles of association filed March 3, 1865. NEW YORK NORTHERN CENTRAL RAILROAD COMPANY: NEWBURG AND NEW YORK RAILWAY COMPANY: NEW YORK, HOUSATONIC AND NORTHERN RAILROAD Co.: An act to enable this company to accept a grant for railroad purposes, made by the State of Connecticut: chap. 672, Laws of 1865. NORTHERN RAILROAD COMPANY: An act providing for the compensation of the trustees of the second mortgage bonds of this company: chap. 286, Laws of 1865. OSWEGO AND ROME RAILROAD COMPANY: An act in relation to this company: chap. 245, Laws of 1865. RONDOUT AND PORT JERVIS RAILWAY COMPANY: Articles of association filed January 31, 1865. ROCHESTER AND GENESEE VALLEY RAILROAD COMPANY: An act to amend chap. 389, of the Laws of 1851, relating to this company: chap. 181, Laws of 1865. ROCHESTER AND BRIGHTON RAILROAD COMPANY: An act to enable this company to make an assessment of twenty per cent on its stockholders, and to regulate its rate of fare: chap. 754, Laws of 1865. SCHOHARIE VALLEY RAILROAD COMPANY: SCHENECTADY AND UTICA RAILWAY COMPANY: Articles of association filed November 1, 1864. SHEEPSHEAD BAY AND SEA SHORE RAILROAD COMPANY: Articles of association filed January 7, 1865. An act for the relief of this company: chap. 769, Laws of 1865. UTICA AND SYRACUSE RAILWAY COMPANY: Articles of association filed December 21, 1864. WEST FARMS AND MORRISANIA RAILROAD COMPANY: An act to amend an act entitled "An act to authorize the construction of a railway and tracks in the towns of West Farms and Morrisania": chap. 715, Laws of 1865. WEST SHORE RAILWAY COMPANY: An act to facilitate the construction of this road in the county of Rockland: chap. 556, Laws of 1865. WILLIAMSTOWN AND REDFIELD COMPANY: An act to authorize the Delaware, Lackawanna and Western Railroad Company to purchase and hold in the city of New York such real estate as they may require for office purposes: chap. 406, Laws of 1865. Chap. 140. AN ACT to authorize the formation of railroad corporations, and to regulate the same. Passed April 2, 1850, "three-fifths being present." The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. Any number of persons, not less than twenty-five, may form a company for the purpose of constructing, maintaining and operating a railroad for public use in the conveyance of persons and property, or for the purpose of maintaining and operating any unincorporated railroad already constructed for the like public use; and for that purpose may make and sign articles of association, in which shall be stated the name of the company; the number of years the same is to continue; the places from and to which the road is to be constructed, or maintained and operated; the length of such road as near as may be, and the name of each county in this state through or into which it is made, or intended to be made; the amount of the capital stock of the company, which shall not be less than ten thousand dollars for every mile of road constructed, or proposed to be constructed, and the number of shares of which said capital stock shall consist, and the names and places of residence of thirteen directors of the company, who shall manage its affairs for the first year, and until others are chosen in their places. Each subscriber to such articles of association shall subscribe thereto his name, place of residence, and the number of shares of stock he agrees to take in said company. On compliance with the provisions of the next section, such articles of association may be filed in the office of the secretary of state, who shall endorse thereon the day they are filed, and record the same in a book to be provided by him for that purpose; and thereupon the persons who have so subscribed such articles of association, and all persons who shall become stockholders in such company, shall be a corporation by the name specified in such articles of association, and shall possess the powers and privileges granted to corporations, and be subject to the provisions contained in title three of chapter eighteen of the first part of the Revised Statutes, except the provisions contained in the seventh section of the said title. § 2. Such articles of association shall not be filed and recorded in the office of the secretary of state, until at least one thousand dollars of stock for every mile of railroad proposed to be made is subscribed thereto, and ten per cent paid thereon in good faith, and in cash, to the directors named in said articles of association; nor until there is endorsed thereon, or annexed thereto, an affidavit made by at least three of the directors named in said articles, that the amount of stock required by this section has been in good faith subscribed, and ten per cent paid in cash thereon as aforesaid, and that it is intended in good faith to construct or to maintain and operate the road mentioned in such articles of association, which affidavit shall be recorded with the articles of association, as aforesaid. § 3. A copy of any articles of association filed and recorded in pursuance with this act, or of the record thereof, with a copy of the affidavit aforesaid endorsed thereon or annexed thereto, and certified to be a copy by the secretary of this state, or his deputy, shall be presumptive evidence of the incorporation of such company, and of the facts therein stated. § 4. When such articles of association and affidavit are filed and recorded in the office of the secretary of state, the directors named in said articles of association may, in case the whole of the capital stock is not before subscribed, open books of subscription to fill up the capital stock of the company, in such places and after giving such notice as they may deem expedient, and may continue to receive subscriptions until the whole capital stock is subscribed. At the time of subscribing, every subscriber shall pay to the directors ten per cent on the amount subscribed by him, in money; and no subscription shall be received or taken without such payment. § 5. There shall be a board of thirteen directors of every corporation formed under this act, to manage its affairs. Said directors shall be chosen annually, by a majority of the votes of the stockholders voting at such election, in such manner as may be prescribed in the by-laws of the corporation, and they may and shall continue to be directors until others are elected in their places. In the election of directors, each stockholder shall be entitled to one vote for each share of stock held by him. Vacancies in the board of directors shall be filled in such manner as shall be prescribed by the by-laws of the corporation. Every corporation formed under this act shall be subject to the regulations concerning the election of directors of moneyed corporations, contained in article second of the second title of the eighteenth chapter of the first part of the Revised Statutes. The inspectors of the first election of directors shall be appointed by the board of directors named in the articles of association. No person shall be a director, unless he shall be a stockholder, owning stock absolutely in his own right, and qualified to vote for directors at the election at which he shall be chosen. At every election of directors, the books and papers of such company shall be exhibited to the meeting, provided a majority of the stockholders present shall require it. § 6. The directors shall appoint one of their number president: they may also appoint a treasurer and secretary, and such other officers and agents as shall be prescribed by the by-laws. § 7. The directors may require the subscribers to the capital stock of the company to pay the amount by them respectively subscribed, in such manner and in such installments as they may deem proper. If any stockholder shall neglect to pay any installment as required by a resolution of the board of directors, the said board shall be authorized to declare his stock, and all previous payments thereon, forfeited for the use of the company; but they shall not declare it so forfeited, until they shall have caused a notice in writing to be served on him personally, or by depositing the same in the post-office, properly directed to him at the post-office nearest his usual place of residence, stating that he is required to make such payment at the time and place specified in said notice; and that if he fails to make the same, his stock, and all previous payments thereon, will be forfeited for the use of the company; which notice shall be served as aforesaid, at least sixty days previous to the day on which such payment is required to be made. § 8. The stock of every company formed under this act shall be deemed personal estate, and shall be transferable in the manner prescribed by the by-laws of the company, but no shares shall be transferable until all previous calls thereon shall have been fully paid in; and it shall not be lawful for such company to use any of its funds in the purchase of any stock in its own, or in any other corporation. § 9. In case the capital stock of any company formed under this act, is found to be insufficient for constructing and operating its road, such company may, with the concurrence of two-thirds in amount of all its stockholders, increase its capital stock from time to time, to any amount required for the purposes aforesaid. Such increase must be sanctioned by a vote in person, or by proxy, of two-thirds in amount of all the stockholders of the company, at a meeting of such stockholders, called by the directors of the company for that purpose, by a notice in writing to each stockholder, to be served on him personally, or by depositing the same, properly folded and directed to him, at the post-office nearest his usual place of residence, in the post-office, at least twenty days prior to such meeting. Such notice must state the time and place of the meeting, and its object, and the amount to which it is proposed to increase the capital stock. The proceedings |