certain

cated in a structed on the line of Morris street, between Greenwich street and Broadway in the city of New York.

street.

Powers of corporation.

Board of directors.

Business quorum.

Annual election.

tors.

office.

§ 2. The corporation hereby created shall, by the name of the "Fire Proof Warehousing Company," possess, enjoy and exercise all the rights, powers and priv ileges, incident to conducting and carrying on the business in this act authorized, and shall have perpetual succession; the right to sue and be sued in any court whatsoever; the right to contract and be contracted with; to make and use a common seal, and to alter the same at pleasure; and may acquire, have, hold, possess, use and enjoy any real, leasehold or personal property neeessary to be used in and about the prosecution of its business; and may convey, lease and mortgage, or otherwise dispose of the same at pleasure.

§ 3. The power of the said corporation, and the management of its property, business and affairs shall be vested in and exercised by a board of directors, to consist of nine members, who shall be stockholders, a majority of whom shall, at all times, constitute a quorum competent to transact business, and who shall be elected annually by the stockholders in such manner and at such time and place as shall be designated in the byFirst direc- laws (at least thirty days prior to such election), and the nine persons first herein named shall constitute the first board of directors, and they and their successors to Terms of be elected as aforesaid, shall hold office as such directors, for the term of one year and until their successors are elected; and the said corporation shall be organized when the directors aforesaid shall have elected a president, vice-president, treasurer and secretary. And said board of directors shall annually, after the first organization, be reorganized by the election of successors to the officers aforesaid, to hold office as such officers respectively, for the term of one year and until their successors are elected; and each stockholder shall, upon each share ers to vote of stock in said corporation held or owned by him, as shall appear upon the books of said corporation, be entitled to one vote, to be cast either in person or by proxy, upon any election held by said corporation; and officers by the directors shall have power, by ballot, to elect their

Officers.

Right of stockhold

at elections.

Directors may elect

ballot.

officers, and to fill any vacancy that may happen in the board either of directors or officers.

§ 4. The board of directors shall have power to make By-laws. and enforce all such by-laws, rules and regulations, not inconsistent with the Constitution of this State or of the United States, as may be deemed necessary for the management of its affairs, in prescribing the duties of its officers, employees and agents, and the mode and manner of conducting its business.

tion may

chandise on

safe keep

vance mo

interest.

§ 5. The corporation hereby created shall have power Corporato receive upon consignment, sell upon commission and take mertake upon deposit as bailees, for safe keeping, transpor- deposit as tation, lightering and storage, cotton and other merchan- bailees. dise and personal property generally, and to assure the May assure safe keeping and prompt delivery thereof in as good ing. condition as when received, and to insure the owners thereof against loss by fire or other cause whatever; and May adto advance money, securities and credits under and upon ney, etc. letters, certificates, bonds and memoranda issued upon the faith, credit, security and value of any of said property so deposited, and the assurance and insurance thereon, at a rate of interest not exceeding seven per Rate of centum per annum; and may make, execute and issue for any or all of the purposes aforesaid, and of the several purposes of this act, in and about the proper transaction of its business, all necessary contracts, certificates, May make agreements, bonds or memoranda, which shall be execu- agreeted and signed in such manner and form as the board of tificates, directors may prescribe, but nothing herein contained etc. shall be construed to confer banking privileges, or to Not to allow or authorize the insurance of any merchandise, or banking the advancing of any money thereon, unless said mer- Upon what chandise shall have been first received by said corpora- merchantion and stored or placed on storage in fire-proof build- dismay ings of the character described under the first section of this act, and shall, at the time, be owned or leased by the corporation hereby created, and all the time be in the actual possession of said corporation.

contracts,

ments, cer

possess

powers.

conditions

be insured.

Rates of

storage,

6. The board of directors of the said corporation shall fix upon the several rates or prices to be charged lighterage, for the storage, insurance, handling, cartage, lighterage,

insurance,

etc., upon

merchandise.

be a lien

upon merchandise.

Proceedings, in cases of depreciation in value of

fraud.

Notice to

such pro

perty.

transportation, repacking, cooperage and, severally, for each and every proposed charge in connection with the receipt and storage of merchandise or property by said Charges to corporation, and all charges, expenses, advances and interest due or to become due upon the merchandise or property so deposited with and held upon storage by the said corporation, shall be a lien thereon and upon the assurance and insurance thereon; and in case the same or any part thereof shall be in arrears and unpaid, or, in case said merchandise or property deposited or stored with the said corporation, upon which advances shall have been made by them, shall, before maturity of the contract, from any cause decrease in value from the price originally fixed, or be unclaimed for one year, or, property or upon the discovery of any fraud, misrepresentation or concealment in regard to the ownership, character or value of the property mentioned in or affected by said owners of contract, said corporation shall give notice in writing to the owner of such property, or to his agent or consignee, personal service of which notice shall be made on such owner, agent or consignee to perform the conditions of the contract or to make good the deficiency caused by such decrease in value; and in default thereof, and upon the expiration of ten days from the service of such notice, may sell and dispose of such property (or so much thereof as may be necessary to satisfy the amount due thereon) at public sale, after six days' publication and personal service upon the owner, agent or consignee of such property, of notice of the time and place of sale; Disposition and out of the proceeds of such sale may reimburse of such themselves for the moneys due them, with interest, reasonable charges and expenses, and may indemnify themselves for any loss they may have sustained through the non-fulfillment of the said contract, decrease in value of property or misrepresentation; provided, however, that nothing in this section contained shall be construed to prevent the said corporation from entering into any contract or agreement in writing relative to the receipt and storage of merchandise; or from making any sale at such time and in such manner as may be provided for, in any written contract or agreement made by any person or persons with said corporation.

Sale of

of property

in cases of

failure to

make good

deficiencies.

of proceeds

sales.

Proviso.

tion may

for pro

perty ne

in

Stock to be

stock.

How

deemed

been

Corpora

§ 7. In payment for any property, purchased or leased Corporaby said corporation for the transaction of its business, issue stock the directors shall have power to issue stock of said corporation to the amount of the value of such property its busibought, or of such lease by the corporation, at not less ness. than the par value thereof, which stock so issued, shall full paid be declared and taken to be full paid stock, and shall not be subject to any further calls or assessments, and the same shall be deemed to have been issued for a subscription to the amount thereof towards the capital stock to have of said corporation, with the like effect as if the same issued. had been actually subscribed and paid for in full, in cash by the party or parties to whom the same shall be issued. Said corporation may also, from time to time, tion may borrow such sums of money as may be necessary for the honey purposes of this act, but shall, at no time owe for loans, issue in the whole, an amount exceeding the capital stock Loans not actually paid in, and may issue and dispose of their bonds capital for any amount so borrowed; and they may mortgage May mortany part of their corporate property to secure the pay-per ment of such bonds; and the directors confer on may the holders of any bonds they may issue, the right to When convert the principal and interest due thereon into stock bonds may of said corporation at any time within five years from same into the date of said bond, under such regulations as the stock. directors may adopt; provided, however, that nothing stock not in this act contained, shall authorize any increase of the creased capital stock of said corporation beyond the amount thorized specified in the eighth section of this act.

and

to exceed

paid in.

gage pro

to secure bonds.

holders of

convert

Capital

to be in

beyond au

amount,

stock.

§8. The capital stock of said corporation shall consist Capital of one million five hundred thousand dollars, divided into fifteen thousand shares, of one hundred dollars each, which shall be deemed personal property, and be Stock to be transferable in such manner as the by-laws may pre- personal scribe, and the same may be increased in case a majority property. of the stockholders so determine, to an amount not Maybe inexceeding five millions of dollars.

deemed

creased.

to receive

tions to

stock.

§ 9. The directors herein named, shall have power to Committee appoint, from their own number, a committee of not less subscripthan three, to receive subscriptions to the capital stock of said corporation, at such time and place, and in such manner and upon such terms as the said directors may

Corporation may enforce

payment of subscrip

tions to stock.

Liability of stockhold

ers.

Corporators.

determine and specify in their contract of subscription; and in case of default, said corporation may enforce the payment of such subscription, by action; or the stock, with all payments which may have been made thereon, shall be forfeited to the use of the said corporation.

§ 10. The stockholders of said corporation shall be jointly and severally liable to the creditors thereof, to an amount equal to the amount of stock held by them respectively in said company, for all debts and liabilities of said company; but shall not be liable to an action therefor before an execution shall be returned unsatisfied, in whole or in part, against said company, and then the amount due on such execution shall be the amount recoverable with costs against such stockholders. § 11. This act shall take effect immediately.

Chap. 807.

AN ACT to incorporate a Seininary of Education under the name of "The Clifton Springs Female Seminary."

Passed May 11, 1868.

The People of the State of New York, represented in Senate and Assembly, do enact as follows:

SECTION 1. J. Richmond Pratt, Clara E. Hahn, Anna D. Hahn, Henrietta M. Hahn, Emma J. Hahn, and their assigns, are hereby declared and constituted a corporation with succession, by their trustees, in number not less than five, to be duly appointed by their last will Corporate and testament, by the name and style of "The Clifton Springs Female Seminary," to be situated in the village seminary. of Clifton Springs, for the purpose of establishing, maintaining and conducting a seminary of education.

name.

Location of

General powers of corporation.

§ 2. The corporation hereby created shall possess the powers and be subject to the provisions contained in the fourth article of the first title of the fifteenth chapter, and the third title of the eighteenth chapter of the first part of the Revised Statutes, so far as the same are applicable, and so far as is consistent with the present Constitution.