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directors.

provided also, that no subscription for less than four shares Proviso. of said stock shall be reduced by such apportionment.

4. And be it enacted, That the stockholders of this cornAct void if pany shall be residents of said township of Howell, Mon- not subscribmouth county, New Jersey; and if the number of shares years. herein before made necessary for the incorporation of said company, be not subscribed for within two years from the time of opening the said subscription books, this act, and all the subscriptions under it, shall be null and void, and the said commissioners, after deducting thereout the expenses incurred, shall return the residue to the respective subscribers, or their representatives, in proportion to the sums paid by them.

5. And be it enacted, That when all the shares of said Election of stock be subscribed for, the said commissioners shall call a meeting of the stockholders, giving at least twenty days' notice of the time and place of said meeting as hereinbefore mentioned, with regard to the opening of said books, at which meeting the subscription books shall be laid before the stockholders, who shall thereupon proceed to elect, by ballot, five directors, a majority of whom shall be citizens of the township of Howell, to manage the affairs of the said company for one year, of which election the said commissioners, or a majority of them, shall be judges, and at the expiration of that term, and annually thereafter, upon like notice to be given by the directors for the time being, the said stockholders shall elect, by ballot, the same number of directors, a majority of whom shall be citizens of the township of Howell as aforesaid; and at every such election, and in all other cases, in which the stockholders shall be entitled to vote, a vote may be given for each share by the holder or holders thereof, either in person or by proxy; provided, nevertheless, that no stockholder shall have more Proviso. than ten votes, although he or she may have a greater number of shares. 6. And be it enacted, That within twenty days after the Bloction of

president election as aforesaid, the said directors shall elect from their

Duties and powers of directors.

number a president of their said company, who shall be a citizen of Howell township, Monmouth county, New Jersey, who shall hold his office one year and until another shall be elected, and receive such compensation for his services as a majority of the said directors shall direct; and shall be presiding officer at all meetings of said directors, and shall have the casting vote when they shall be equally divided; he shall have charge of the seal of the company, and shall appoint the judge or judges of all elections of the stockholders, or in case of his death, absence, or inability so to do, the said directors shall appoint some other suitable person, who, for the time being, shall possess the same powers and authority, and perform all the duties herein prescribed.

7. And be it enacted, That the said directors, or a majority of them, may supply any vacancy occurring in the interval between the annual elections, by death, resignation, removal, or refusal to act of any president or director; and may appoint a treasurer, who shall be a citizen of the township of Howell, in the county of Monmouth, state of New Jersey; and all officers, agents, superintendents, and other servants, that may be required to transact business of the company, with such compensation as they may determine upon, and may exact from them such security for the due performance of their respective trusts as they may think expedient; they shall regulate the tolls and have the superintendence and direction of all receipts and disbursements, and all other affairs of the company; and may make and enforce such ordinances and by-laws as they may think expedient to regulate the transfers of the stock, and the general government of the company, and management of its affairs; provided, the same are not repugnant to the constitution and laws of this state or of the United States.

8. And be it enacted, That at the annual meeting of the stockholders, it shall be the duty of the president and di. rectors of the preceding year to exhibit to the stockholders, a complete statement of the affairs of the company during said term.

Proviso.

Annual statement to be made.

void for fail. ure to elect on day pre

9. And be it enacted, That special meetings of the stock - Special holders may be called by the order of the said president may be calland directors, or by the stockholders owning one-fourth of the whole stock of the company, by giving notice of the time and place of holding the same, as herein before directed, with regard to the annual meeting, which said notice shall specify the particular object of the meeting, but that no business of the company shall be transacted at such special meeting, unless a majority in value of the stockholders thereon, who may require the books, accounts, and all other papers and proceedings of the company to be exhibited to them by the president and directors.

10. And be it enacted, That if, from any cause, an election Charter not hereinbefore named shall not be held at the time specified in this act, the same may be held at any other time, on scribed. notice as aforesaid; and until such election be had, the officers of the preceding year shall continue to hold their respective offices until others be elected in their stead, and that this charter shall not be defeated nor avoided by reason of irregularity or want of such election.

11. And be it enacted, That it may be lawful for the said Description company to construct and make a turnpike road, from the terminus of the Freehold and Howell Plank and Turnpike Company's road, on the main road leading from Freehold to Our House tavern, in the township of Howell, being three miles more or less; said turnpike road shall be at least thirty-two feet in width, and shall be sufficiently arched and drained to make and keep the same dry, and at least sixteen feet thereof shall be sufficiently bedded and faced with stone, gravel, or other material, to make a solid, firm, and even road at all seasons of the year; and it shall be so graded that in its progress no part of said road shall rise above an angle of five degrees with the plane of the horizon; and the said company shall construct, keep in repair, maintain, and make good and sufficient bridges along the line of said road, not less than twenty feet in width; provided, the bridge over Long Brook shall remain Proviso. as now built until such time as it needs to be rebuilt, then

of road.

Proviso.

Procoedings in case company and owners can

to be made the width of the other bridges on the road; and whenever the said road shall be raised so much at the margin or side as to render carriages passing thereon liable to overset, the said company shall cause good and sufficient railing to be erected and maintained on the side, so as to prevent horses and carriages from running off; provided, that before the said company shall construct the said turnpike road as aforesaid, they shall pay to the respective owners of the lands over which the same may pass, all damages which the said owners will sustain by reason of the construction of said turnpike road; and in case the said company and the said owners cannot agree upon

the amount of said damage, then the damages shall be ascertained and determined as may be in the manner hereinafter provided for ascertaining and determining the damage which any land owner or owners may sustain by taking his lands for the construction or maintaining of said turnpike road.

12. And be it enacted, That it shall be lawful for the said

company, their officers, superintendents, engineers, and not agree workmen, with carts; wagons, and other carriages, and with

beasts of burthen and draft, and all necessary materials, tools, and implements, to enter upon all lands contiguous or near to the route of said road, doing as little damage thereto as possible, repairing any breach they might make in the enclosures thereof, and to make all ditches and underdrains across and through such lands necessary for properly draining said road; and that when the said company, or its agents, cannot agree with the owner or owners of such required lands, for the use or purchase thereof, or when, by reason of the legal incapacity or absence of such owners, no such agreement can be made, a particular description of the land or material so required for the use of the said company in the construction of the 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 occupants, if any there be, and of the owner or owners, if known, and their residence, if the same can

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be ascertained, to one of the justices of the supreme court of this state, or to one of the judges of the court of common pleas of the county of Monmouth, who shall cause the said company to give notice thereof to the persons interested, if known and in this state, or if unknown, or out of this state, to make publication thereof as he shall direct, for any term not less than twenty days, and to assign a particular time and place for the appointment of 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, commissioners to examine and appraise the said lands and materials, and to assess the damages upon such, to the persons interested as shall be directed by the justice or judge making such appointment to be expressed therein, not less than twenty days, and it shall be the duty of the said commissioners, having first taken and subscribed an oath or affirmation before some person duly authorized to administer an oath, or affirmation, faithfully and impartially to examine the matter in question, and make a true report according to the best of their skill and understanding; to meet at the time and place appointed, and proceed to view and examine the said lands and make a just and equitable appraisement of the value of the same, and assessment of damages to be paid by the said company for such lands, and damages aforesaid, and to make a report thereof, under the hands and seals of the said commissioners, or any two of them, and file the same within ten days thereafter, together with the aforesaid description of the lands or material, and the appointment, and oaths or affirmations aforesaid, in the clerk's office of the county of Monmouth, to remain of record therein, and shall be recorded by the said clerk, which report, or a copy thereof, certified by the clerk of said county, shall at all times be considered as plenary evidence of the right of said company to have, hold, use, occupy, possess, and enjoy the said land or materials after payment of the value and damages so assessed, and of the right of

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