5. And be it enacted, That no person shall be permitted to Amount of subscribe for more than two hundred shares of the capital capital stock stock of said corporation at any time.

to one person limited.

mont,

6. And be it enacted, That the said directors shall submit Annual stateto the stockholders at their annual meeting a written statement of the affairs of said corporation, setting forth the amount of capital stock paid in, the amount of property held, and the amount of money due unto, or by said corporation, and when required by any stockholder shall cause the same to be verified by the oath of one of their number or other proper officer, stating the same to be correct to the best of their knowledge and belief; and the books of the company shall at all times be open to the inspection of any stockholder. 7. And be it enacted, That dividends of so much of the pro- Dividends. fits of the company as the directors shall deem advisable may be declared at the annual meetings or semi-annually, at their option, and to be paid to the stockholders or their respective attorneys at such time as shall be directed.

8. And be it enacted, That as soon as the said corporation Directors how shall have been organized in pursuance of the provisions of elected. this act, the said stockholders may, at a meeting to be called by them, designate nine of their number to act as directors until the first Monday of October next, at which time the first annual meeting shall be held for the election of directors as herein before provided; and in case any vacancy or vacancies shall occur, by death, resignation or otherwise, such vacancy or vacancies shall be filled by the directors, or a majority of them, from among the stockholders; and in case it shall so happen that an election for directors shall not be made on such day as designated by the act of incorporation or the by-laws, said corporation shall not be dissolved thereby; but the stockholders may proceed and order and hold an election on any other day by giving thirty days' previous notice of such time and place.

ceived in pay

shail be taken

9. And be it enacted, That any wood, timber, land, pro- Property reperty, or other material used by said corporation, which may ment for stock be received in payment of subscription of stock, shall be taken at an approv at a valuation approved of by a majority of the board of di-ed valuation. rectors or stockholders named for such purpose.

10. And be it enacted, That this corporation shall be limited Limitation. to thirty years, and that the legislature may alter, amend or repeal this act whenever the public good may require.

11. And be it enacted, That this act shall take effect immediately. Approved April 7, 1868.

Corporators.

Name.

Capital stock.

Directors, and how elected.

CHAPTER CCCLXXIX.

An Act to incorporate the New York and Long Branch Railroad Company.

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Samuel Barrowe, Charles Gould, Jacob Herbert, E. Boudinot Colt, John Travers, Robert Rennie, Anthony Reckless, James H. Peters, William H. Hendrickson, Henry S. Little, Henry W. Johnson, Aaron Longstreet, Richard S. Conover, Robert Allen, junior, and William L. Terhune, and such other persons as may be hereafter associated with them, shall be and are hereby ordained, constituted and declared a body politic and corporate, in fact and in name, by the name of "The New York and Long Branch Railroad Company," and shall be capable of purchasing, holding and conveying any lands, tenements, goods and chattels whatsoever, necessary or expedient for the objects of this incorporation.

2. And be it enacted, That the capital stock of the said company shall be three hundred thousand dollars, with liberty to increase the same to six hundred thousand dollars, and shall be divided into shares of one hundred dollars each, which shall be deemed personal property, and transferable in such manner as the said corporation shall by their by-laws direct.

3. And be it enacted, That the above named persons, or a majority of them, shall be commissioners to open books to receive subscriptions to the capital stock of said corporation, at such time or times and place or places as they, or a majority of them, may think proper, and at the time of subscribing ten per cent. shall be paid on each share subscribed to the commissioners or some one of them; and as soon as seventy-five thou

sand dollars of the capital stock shall be subscribed, such commissioners, or a majority of them, shall give notice for a meeting of the stockholders, to choose nine directors, a majority of whom shall be residents of this state, and such election shall be held at the time and place appointed, by such of the stockholders as shall attend for that purpose, either in person or by proxy, each share of the capital stock entitling the holder thereof to one vote; and the above named commissioners or a majority of them, shall be inspectors of the first election of directors of the said corporation, and shall certify, under their hands, the names of those persons duly elected, and deliver over the subscription books to the said directors; and the time and place of holding the first meeting of directors shall be fixed by the said commissioners, or a majority of them.

4. And be it enacted, That the directors chosen at such President. meeting, and at the annual election of said corporation shall, as soon as may be after every election, choose out of their number a president, who shall hold office until after the next succeeding election and until another shall be appointed, and they shall have power to fill any vacancy which may at any time exist in their board by death or otherwise until the next succeeding annual election.

by fallure to

5. And be it enacted, That annual elections for directors Not dissolved shall be held at such times and places as the board of di- elect directors rectors shall hereafter direct, of which elections public notice shall be given at least two weeks in a newspaper published in each of the counties of Monmouth and Middlesex, and such elections shall be made as hereinbefore directed; and in case it shall happen that an election of directors shall not be made during the day when, pursuant to this act, it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved, but the said election shall be held as soon thereafter as possible, and public notice shall be given as before directed, and the directors for the time being shall continue to hold their office until others shall have been chosen in their places; five directors shall be a quorum to transact all business of the said corporation, and the directors shall be Capital, how authorized to call in the remaining capital stock of said com- forfeited for pany, by such installments and at such times as they may direct; provided, that such payments shall not exceed twenty Proviso. dollars on each share per month; and in case of the non-payments of said installments or any one of them, they shall have

paid in, and

non-payment.

May lay out and construct

route.

Proviso.

power to forfeit such share or shares upon which such default shall arise to and for the use of said corporation, and also to make and prescribe such by-laws, rules and regulations as to them shall appear needful and proper touching the management and regulation of the stock, property, estate and effects of the said corporation, and also to appoint such officers, clerks and servants as to them shall seem meet, and to establish and affix such salaries to them and also to the president as to said directors shall appear proper.

6. And be it enacted, That the president and directors of a railroad and the said company be, and they are hereby authorized and invested with all the rights and powers necessary and expedient to survey, lay out and construct a railroad from any point at or near the village of South Amboy, in the county of Middlesex, to any point on the line of the Raritan and Delaware Bay railroad, north of Eatontown, with the privilege of ex.ending the same to Long Branch, in the county of Monmouth, said road to run by the way of the villages of Matawan and Red Bank; provided, that the land taken for said railroad shall not exceed one hundred feet in width, except in such places where from the depth of the excavation or height of the embankment it is necessary to take more land for the slope and protection of the side banks of said railroad, in which case so much land as will be necessary for the purpose, and no more, shall be taken, with as many sets of tracks and the rails as the company may deem necessary; and it shall and may be lawful for the president and directors, their agents, engineers, superintendents or others in their employ, to enter at all times upon all lands and waters for the purpose of exploring, surveying, levelling or laying out the said route of the said railroad, and of locating the same, and to make and erect all necessary works, buildings and appendages thereof, doing no unnecessary injury to private or other property; and when the route of said railroad shall have been determined upon and a survey of the same deposited in the office of the secretary of state, then it shall be lawful for the said company, by its officers, agents, engineers, superintendents, contractors, workmen and other persons in their employ, to enter upon, take possession of, hold, have, use, occupy and excavate any lands, and to erect embankments, bridges, and all other works necessary to lay rails, and to do all things which shall be suita ble or necessary for the completion or repairs of said road, subject to such compensation as hereinafter provided; pro

vided always, that the payment or tender of payment of all Proviso. damages for the occupancy of lands through which said railroad may be laid out, shall be made before the said company, or any person under their direction and employ, shall enter upon or break ground in the premises, except for the purpose of surveying and laying out said road, unless the consent of the owner or owners of such land be first had and obtained; and also further provided, that in case of an appeal from the Proviso. decision of any commissioners who may be appointed to estimate or appraise the value of any land or materials taken for the construction of said railroad, and the damages which the owner or owners will sustain thereby brought by such owner or owners, it shall be lawful for said company to proceed with the construction of their railroad, and to take said land and materials by depositing the sum awarded by said commissioners, with the costs, with the clerk of the circuit court, to which said appeal may be made to be applied to the payment of any judgment that may be obtained upon such an appeal in said circuit court, or to the payment of such owner or owners in case the said appeal should be withdrawn, abandoned or otherwise discharged.

when the com

owners of pro

agree.

7. And be it enacted, That when said company or its agents Proceedings cannot agree with the owner or owners of such required land pany and or materials for the use or purchase thereof, or, when by the perty cannot legal incapacity or absence of such owner or owners no such agreement can be made, a particular description of the land or materials so required for the use of said company in the construction of said road shall be given in writing, under the oath or affirmation of some engineer or proper agent of the company, and also the name or names of the occupant or occupants, if any there be, and of the owner or owners, if known, and their residence, if the same can be ascertained, to one of the justices of the supreme court of this state, who shall cause the said company to give notice thereof to the person interested, if known and in this state, or if unknown and out of this state, to make a publication thereof as he shall direct for any term not less than ten days, and to assign a particular time and place for the appointment of the commissioners hereinafter named, at which time, upon satisfactory evidence to him of the service or publication of such notice aforesaid, he shall appoint under his hand and seal, three disinterested, impartial and judicious freeholders, residents in the counties. of Monmouth and Middlesex, respectively, commissioners to