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McSpedon & Baker, Pkikters, 25 Pine Street. 




TltiysFEIt VAJ.L .SI. 
S. SMTH. Aj,M. 


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Formed under the General Law of the State of New York, regulating Mining 
Companies, &c. Passed February 17, 1848, with amendment of June 
8th, 1853. With the reports made by eminent Geologists and Mineralo- 
gists, who have examined the mines ; viz : 

Professor EMMONS, 

The property of the Vanderburg Mining Company is 
situated in the County of Cabarras, State of North Caro- 
lina, adjoining what is known as the Phenix Mine, distant 
twenty-two miles from Charlotte, the terminus of the Char- 
lotte and Columbia Railroad, and seven miles from Con- 
cord ; and consists of the following-named parcels or es- 

The Vanderburg Mine, containing 
" Barhart Mine and Estate, cont 



aining . . 



" Plunkett 


.. 90 


" Hagler 


.. 80 


" Barnhart Mine and Estate 


.. 50 


Total acres 


Being a tract, in the aggregate, equal to one square mile; 
these several parcels lying adjoining, and on the north, 
south, east, and west of the lands embraced in the property 
of the Phenix Mining Company, as will be seen by the ac- 
companying plan, made from actual survey ; a copy of 
which is hereto annexed. 

From the examinations and explorations that have al- 
ready been made, under the direction of the present pro- 
prietors, they have no doubt of the fact, but believe that 
they are in possession of the most conclusive evidence, that 
the property, embraced in the foregoing list, contains a 
very large amount of the most valuable minerals ; that the 
veins are of the same class and character as those which 
practical operations have developed and shown to exist on 
the Phenix Mine property. 

They believe their estates contain many veins of valua- 
ble minerals, which have not yet been opened; and that all 
the veins, crossing the Vanderburg Company's property, 
pass the entire length of the same; thus making, in extent, 
a much greater length than those now known to exist on 
the Phenix property. 

The following reports have been made by persons who 
have been employed to explore and examine the mineral 
indications and resources, as found upon the tract of the 
Vanderburg Mining Company. 

Professor Emmons, in his communication, under date of 
May 27th, 1853, says : — " In pursuance of my duties, con- 
nected with the geological survey of the State of North 
Carolina, I have examined the mine known as the Vander- 

burg Mine. This vein is a continuation of the vein of the 
well-known Phenix Mine, wliich has been well known for 
many years, and which, if it lias not paid a profit to the 
owners, the result is due to the unskillfulness of those un- 
der whose charge it has been worked. 

The Vanderburg property has not yet been worked so 
deep as the Phenix ; but it presents a much better prospect 
for copper than that does. 

It is located upon the western margin of the state-belt, . 
and is not likely to be cut off or injured by granite. Its W" 
width is from fourteen to twenty inches, and in the upper 
part is mixed and made up of brown ore. 

Its greatest depth is eighty-four feet, and, in the progress 
of descent, the copper has increased very perceptibly. It 
dips to the west, and has a strike of S. 75° W., and may 
be traced upon the surface half a mile. It is, therefore, , 
what miners call a strong vein or mine. My notes do not 
show what amount of gold this mine has furnished by the 
common process of working. . 

My opinion is that it is a very valuable mine, and one in 
which money may be safely invested ; as the copper has 
increased materially, there is a high degree of probability 
of its proving valuable for its copper mines." 

(Signed,) E. EMMONS. 

James T. Hodge, in his report, under date of June 10, 
1853, (from Concord, North Carolina,) says : " We spent 

yesterday on the Yanderburg and Phenix mines, and the 
sketch inclosed gives the correct outline, with the veins 
located very nearly as they are found : the Yanderburg or 
Phenix ' sulphur vein,' exactly as it is. 

"As to the number of veins, either upon the Yanderburg 
or Phenix tracts, it is impossible to obtain a correct esti- 
mate. There are enough on either, and new ones will, no 
doubt, be discovered for many years to come. It would be 
/( a work of many days to correctly plot down the different 
points where we have found vein stones on the top of the 
ground, or turned them up just below the surface. The 
main range of veins was a course about N. E. and S. W., 
or from that to E. N. E. and W. S. W. ; other veins cross 
this obliquely, and one vein, called the Hagler vein, was 
nearly a north and south course through the eastern side 
of the Yanderburg purchase. 

" There has not yet been enough done on this to ascertain 
its value. The ores on the Yanderburg and Phenix ap- 
pear well as gold ores ; the veins and cones show in their 
parallel courses or layers, a complete vein structure ; and 
the intermixture of quartz brown spar, (carbonate of iron 
or spathic iron,) and the sulphurets of iron and copper are 
features common to these and the best copper ores found. 
The wall rocks are favorable. Talcose slate makes the 
hanging, or north-west wall ; green stone slate the south- 
east, or foot wall. The vein (' sulphur ') dips, where 
worked, on the Yanderburg about 80^ north-west. Its 
high inclination makes it more favorable to work than if 
it lay flatter. The vein separates perfectly from the two 
walls. The hanging wall remains smooth, the foot wall 

rugged, though there is no clinging to it of the vein. The 
thickness of the vein varies from a few inches to two feet. 
It is as uniform as usual to veins of this character, and 
quite as great as is desirable to find. The greatest depth, 
where I could see it, was about ninety feet below the sur- 
face. The work is actively prosecuted on the Vander- 
burg at this depth for gold, though it is nearer the surface 
that the richest lumps are found, and are still sought for 
in shallow pits along the course of the vein. Numbers of 
specimens were shown me of great richness, and of similar 
appearance to the large specimen I saw in the of&ce of 
Samuel Smith, in the city of New York, though containing 
much more gold. 

" It is evident that the former owners of this property 
have worked their mines with confidence and with success ; 
and all this, notwithstanding a very injudicious * hand to 
mouth ' system of mining. They had adopted carrying 
their shafts and levels down together, or rather keeping 
the principal shaft about eight feet in advance of the level, 
thus preventing them always from stopping up. 

" The copper ores at these mines have not been a particu- 
lar object of search ; in my opinion they are to become 
of greater consequence than the gold. The veins are cer- 
tainly of a very promising character, and will warrant the 
laying out of an extensive system of mining operations, de- 
signed to reach the veins, at a much greater depth than 
they have yet been touched, and work them with more 
efl&cient machinery, than has ever been applied to them. 
The water is yet easily taken out by a horse-whim, and 
this will do for some time to come ; but a proper pumping 



engine should be provided, and the mines opened on a 
large scale. There are points where adits may be brought 
upon the course of the veins to drain about sixty feet ; as 
yet no one has been planned. There is room on the tract 
for several mining operations. The ground is favorably 
located, and the expense of working is not great, either 
for labor, provisions or horses, and the rock is easy of ex- 

" Transportation, which alone has been sufficient to pre- 
vent copper mining in this region, is now about to be re- 
duced by the railroad, Avhich is in process of completion, 
running within six miles of the mines. 

" The timber of the country is oak, of many varieties, and 
pine ; the soil is light, but well timbered ; farms are nu- 
merous, but poorly cultivated. 

" The principal vein of the Phenix is traced directly on 
to the Vahderburg, along a line of pits running N. 54*^ E. 
The orchard vein leads also directly into the Y anderburg 
tract, and what appears to be its continuation has been 
opened and worked for gold at many points on this tract. Its 
course is N. 64° E. and its extent on this tract about two- 
thirds of a mile. The most northern vein has a length of 
about one-third of a mile on the Vanderburg tract. 

" I located the orchard vein sixty rods south of the Phe- 
nix engine shaft. 

" The Yanderburg and Phenix adjoin each other; the 
principal veins pass alike across both ; each will have 
some veins that the other has not — but being a larger tract, 


I should expect to liiid a imich i.n'oater iimiilMjr oii the 

"Both have little streams of water, sufficient and conve- 
nient for Avashing- and dressing ores, and so far as the 
mines have been opened, tlicre is no nniterial difrereiicc in 
the appearance of the ores. I did, liowever, remark a 
considerable larger proportion of good copper ores about 
the Yanderburg than about the Phenix shafts. 

(" Signed,) 


William B. Fahenstock, in his several reports and com- 
munications, under date of May 30th and June 12th, 1853, 

says : — 

" I have just returned from the mines ; with respect to 
the Yanderburg Mine, if I were to write twenty pages I 
could not tell you more than that I believe it to be the 
best in that region, because it lays better, is situated upon 
higher ground, and has all the veins upon it that passes 
through the Phenix ; more particularly the Orchard vein, 
which I consider the best. This passes through the Yan- 
derburg in much greater length, and will be found to be 
more fully developed there than upon the Phenix property. 

" The character of this vein is essentially gold-bearing 
quartz, which carries sulphuret of copper of most excellent 
quality (copper pyrites.) In depth, it will be copper and 
gold. The gold is very pure, and the specimens are ex- 
ceedingly beautiful. 

(" Signed,) 




" I have analysed a sample of yellow copper pyrites from the Vander- 
burg Mine, Cabarras county, North Carolina, for Mr. Samuel Smith, and 
find it to yield 29-27 per cent, of copper. 

"James E. Chilton', M.D., 

" Chemist. 
*' New York, June 1, 1853." 

The foregoing testimonials from persons of known intel- 
ligence and professional reputation, as geologists and 
mineralogists, cannot fail to convince the public of the 
very great value of these mines, and the sure result of 
profit to those who may invest their moneys in this en- 

Already some twenty tons of copper have been taken 
from the vein on this tract, in the course of sinking the 80 
feet shaft, Avhich will average 25 or 30 per cent., specimens 
of which may be seen at the office of Samuel Smith, No . 
35 Wall street. New York. 

We feel justified in stating, upon information in our pos- 
session, and from practical miners acquainted with the 
mine, that a respectable weekly shipment of copper may 
be made from the mine, to commence in one month from 
this date. Already there are mined three to four thousand 
bushels of gold ore, now worth from one to two dollars 
per bushel ; also some thirty tons of copper ore. 

We think the fact is established, upon indisputable au- 
thority, that the mines on the Yanderburg property con- 




tain not only- inexhaustible quantities of copper and gold 
ores, but that they arc of a richness equal to any other 
mines yet discovered in that xegion, possessing, also, the 
additional advantages of admirable location, with great 
facilities for working, and ready and convenient means of 
transportation to market. 

Heretofore only some six persons have been employed at 
these mines, but the Company have now increased the 
number to twenty, and propose forthwith to forward a 
suitable engine for the works, with the necessary machinery . 
for working both the gold and copper ores. 

The Company is formed on the following basis: 

The whole number of shares 120,000, at a par value of 
$10 each. 

Of this number 30,000 shares are reserved for a working 
capital; the balance of 90,000 shares is now held by those 
persons who have advanced the requisite capital to pur- 
chase the property and develop its resources, &c. 

It is proposed immediately to call a meeting of the 
stockholders, and organize the Company by a choice of 
Directors and Officers, under the general law of the State 
of New York, a copy of which is hereto annexed. 

When the Company shall have become fully organized, 
and on a more extended scale prosecute their operations 
in mining, we confidently believe the stock will be a first 
class stock, and worth as much or more than any other 
mineral stock in the State of North Carolina; and that 
within the period of four months after the machinery is 
in motion, a dividend can be declared to the stock- \ 


A portion of the stock reserved for working capital, is 
now offered for sale at less than par value, if applied for 
immediately at the office of the Company, No. 35 Wall 
street. New York. 

June 19, 1853. 








Sec. 1. Companies how to be formed. 

2. When to become bodies corporate. 

3. Trustees to be elected. 

4. Election may be held on any day. 

5. Officers. 

6. Trustees to make calls on stockholders, 

7. To make by-laws, 

8. Stock transferable. 

9. Copy of certificate to be evidence. 

10. Liability of stockholders. 

11. Certificate of the payment of stock to bo filed. 

12. Annual report to be made and published. 
1.3. Provision relative to dividends ; Proviso. 

14. Stock to be paid in cash. 

15. Provision respecting false certificate or report. 

16. Provision respecting stock held by executors. 

17. Executors, &c., to vote at meetings. 

18. Liability of stockholders. 

19. This act may be altered or repealed. 

20. Companies may increase or diminish stock, 

21. Notice thereof to be given, 

22. Meetings, how to be organized and conducted. 

23. Indebtedness of companies. 

24. Saving clause. 

25. Book containing the names of stockholders, to be kept, with amount 

of stock. 

26. General powers. 



The people of the State of Kew York^ represented in Senate 
and Assembly, do enact as follows: 

§ 1. At any time hereafter, any three or more persons 
who may desire to form a company for the purpose of car- 
rying on any kind of manufacturing, mining, mechanical or 
chemical business, may make, sign and acknowledge before 
some officer competent to take the acknowledgment of 
deeds, and file in the office of the clerk of the county in 
which the business of the company shall be carried on, 
and a duplicate thereof in the office of the Secretary of 
State, a certificate, in writing, in which shall be stated the 
corporate name of the said company, and the objects for 
which the company shall be formed, the amount pf the 
capital stock of the said company, the term of its exist- 
ence, not to exceed fifty years, the number of shares of 
which the said stock shall consist, the number of trustees 
and their names, who shall manage the concerns of said 
company for the first year, and the name of the town and 
county in which the operations of the said company are to 
be carried on. 

§ 2. When the certificate shall have been filed as afore- 
said, the persons who shall have signed and acknowledged 
the same, and their successors, shall be a body politic and 

orporate, in fact and in name, by the name stated in such 
certificate ; and by that name have succession, and shall 

e capable of suing and being sued in any court of law or 
equity in this state, and they and their successors may have 
a common seal, and may make and alter the same at 
pleasure ; and they shall, by their corporate name, be ca- 
pable in law of purchasing, holding and conveying any 
real and personal estate whatever, which may be necessary 

? -i- 


to enable the said company to carry on their operations J'' 
^yy^ named in siicli certificate, but shall not mor tp;afre the sa me / t-i^i 
M\. ,,y^— ©r giye any licn thcrco n. /T^^^^^ 

''^^^^^^■*^ § 3. The stock, property and concerns of such company 
^ shall be managed by not less than three, nor more than^^ 

nine trustees, who shall respectively be stockholders va/ 

^^^^\^_^^5-^such company, and citizens of the United States, and a ^;^,->y^*i/ 
/^^-^~_^^ majority of whom shall be citizens of this State, who shall ,^-^^-^^^14^ a.^ 
-^^ >/_/ except the first year, be annually elected by the stockhold- *I^3il^^^^^-^--y 
/^ ers, at such time and place as shall be directed by the by- A-^J*'^^^ X 
uA"--'---^*^-^ laws of the company; and public notice of the time and ^^ ^^j-JkJ 
/^■''^''■'''*^^^,;4l43lace of holding such election shall be published not lessor/ ^ — -^ 
^^^^~- than ten days previous thereto, in the newspaper printed ' j^^r::;:^^:^ 
"^ nearest to the place where the operations of the said com-/^ ^^^-^^^^ 

Tfjl^ '^^''^^^t^^ftny shall be carried on ; and the election shall be made 

oy such of the stockholders as shall attend for that pur- /-^-^'''''^ ""^ "" 
pose, either in person or by proxy. All elections shall be ^/^ ^T-'^^^^^^ 

by ballot, and each stockholder shall be entitled to as^^, 
many votes as he owns shares of stock in the said compa- 
ny, and the persons receiving the greatest number of votes 
shall be trustees; and when any vacancy shall happen *-J«--*f: 
among the trustees, by death, resignation or otherwise, i^MM^ «^* * 
shall be filled for the remainder of the year in such maix^ 
ner as may be provided for by the by-laws of the said^^^*^'* 

§ 4. In case it shall happen at any time, that an elec- 
tion of trustees shall not be made on the day designated 
by the by-laws of said company, when it ought to have 
been made, the company, for that reason, shall not be 
dissolved, but it shall be lawful on any other day to hold 



an election for trustees, in such manner as shall be provid- 
ed for by the said by-laws, and all acts of trustees shall be 
valid and binding as against such company, until their suc- 
cessors shall be elected. 

§ 5. There shall be a president of the company, who 
shall be designated from the number of the trustees, 
and also such subordinate officers as the company by its 
.. - by-laws may designate, who may be elected or appointed, 

i' and required to give such security for the faithful per- 

formance of the duties of their office as the company by its 
by-laws may require. 

^ § 6. It shall be lawful for the trustees to call in and de- 

,'■ mand from the stockholders respectively, all such sums of 

money by them subscribed, at such times, and in such pay- 
ments or installments as the trustees shall deem proper, 
r under the penalty of forfeiting the shares of stock sub- 

/^ scribed for, and all previous payments made thereon, if 

, payment shall not be made by the stockholders within 

sixty days after a personal demand or notice requiring 
such payment shall have been published for six successive 
weeks in the newspaper nearest to the place where the 
business of the company shall be carried on as aforesaid. 

. , ^^ -__ § T. The trustees of such company shall have power to 

K^'Zy^"^*-^ ^^^^ make such prudential by-laws as they shall deem proper 
/^TyptZ'^^'f^-^ for the management and disposition of the stock and busi- 
/tj^^^^>4yx/y ness affairs of such company, not inconsistent with the 
fM £ jf>n^tA/L^^^^ ^f ^^^'^ state, and prescribing the duties of officers, ar- 
\/ '/"——-^^^ tificers, and servants that may be employed; for the ap- 
pointment of all officers, and for carrying on all kinds of 
^Dusiness within the objects and purposes of such company. 


§ 8. The stock of sucli company ssliall Ik; (loomed per- 
sonal estate, and shall be transferal)le in such manner as 
shall be prescribed by the by-laws of the com[)any; Ijiit no 
shares shall be transferable until all previous calls thereon 
shall have been fully paid in, or shall have been declared 
forfeited for the non-payment of calls thereon: And it 
shall not be lawful for such company to use any of their 
funds in the purchase of any stock in any other corpora- 

§ 9. The copy of any certificate of incorporation, filed 
in pursuance of this act, certified by the county clerk or 
his deputy to be a true copy and of the whole of such cer- 
tificate, shall be received in all courts and places as pre- 
sumptive legal evidence of the facts therein stated. 

§ 10. All the stockholders of every company incorporated 
under this act, shall be severally individually liable to the 
creditors of the company in which they are stockholders, to 
an amount equal to the amount of stock held by them re- 
spectively for all debts and contracts made by such com- 
pany, until the whole amount of capital stock fixed and 
. limited by such company shall have been paid in, and a 
certificate thereof shall have been made and recorded, as 
prescribed in the following section; and the capital stock, 
so fixed and limited, shall all be paid in, one-half thereof 
within one year, and the other half thereof within two 
years from the incorporation of said company, or such cor- 
poration shall be dissolved. 

§ 11. The president and a majority of the trustees, with- 
thirty days after the payment of the last installment of 


the capital stock, so fixed and limited by the company, 
shall make a certificate, stating the amount of the capital 
so fixed and paid in; which certificate shall be signed and 
sworn to by the president and a majority of the trustees; 
and they shall, "within the said thirty days, record the 
same in the office of the county clerk of the county wherein 
the business of the said company is carried on. 


§ 12. Every such company shall, annually, within twenty 

days from the first day of January, make a report, which 

shall be published in some newspaper, published in the 

Xj^y town, city or village ; or if there be no newspaper pub- 

y^-'^^L*^ lished in said town, city or village, then in some newspaper 

\,^p^ published nearest the place where the business of the said » 

//^^^~> company is carried on, which shall state the amount of 

' capital, and of the proportion actually paid in, and the 

amount of its existing debts, which report shall be sighed 

'by the president and a majority of the trustees; and shall 

be verified by the oath of the president or secretary 

^]^j^,,.,t;^^,».2^id, company, and' filed in the office of the clerk of t 

^ \ y-y^n^u*^ county where the business of the company shall be carri. 

/-t^'*-'^'^^^^ on; and if any of said company shall fail so to do, all th^. 

<^^,^_^^^.,,>^^^ trustees of the company shall be jointly and severally liabl 

' "* for all the debts of the company then existing, and for all 

that shall be contracted before such report shall be made. 

§ 13. If the trustees of any such company shall declare and 
pay any dividend when the company is insolvent, or any di- 
vidend the payment of which would render it insolvent, or 
which would diminish the amount of its capital stock, they 
shall be jointly and severally liable for all the debts of the 
company then existing, and for all that shall be thereafter 
contracted, while they shall respectively continue in office; 


Provided, Tliat if any of tlio trustees shall olyect to the 
declaring of such dividend, or to the payment of tlie same, 
and shall at any time before the time fixed for the payment 
thereof, file a certificate of their objection, in writing, with 
. the clerk of the company and with the clerk of the county, 
they shall be exempt from the said liability, 

x/. 1^14. Nothing but money shall be considered as pay- ^y^j 

a ' ^ ment of any part of the capital sto(5k, and no loan of money /2,i::^2r<?-- 
shall be made by any such company to 'any stockholder-^ '''**''''^"^ 
// ylfS'^ therein ; and if any such loan Shall be made to a stock 
h^ ^fcJaolder, the officers who shall make it, or who shall assent 
-^^fr^y^^j, thereto, shall be jointly and severally liable to the extent 
^ ^ V, y of such loan and interest, for all the debts of the company 
contracted before the repayment of the sum so loaned. 

§ 15. If any certificate or report made, or public notice 
given by the officers of any such company, in pursuance of 
the provisions of this act, shall be false in any materia 
representation, all the officers who shall have signed the 
* same, knowing it to be false, shall be jointly and severally 

liable for all the debts of the company contracted while 
they are stockholders or officers thereof. 

§ 16. No person holding stock in any such company, as 
executor, administrator, guardian or trustee, and no per- 
son holding such stock as collateral security, shall be per- 
sonally subject to any liability as stockholder of such 
company ; but the person pledging such stock shall be 
considered as holding the same, and shall be liable as a 
stockholder accordingly ; and the estates and funds in the 
hands of such executor, administrator, guardian or trustee, 
shall be liable in like manner and to the same extent as 


the testator or intfestate, or the ward or person interested 
in such trust fund would have been if he had been living 
and competent to act, and held the same stock in his own 

§ IT. Every such executor, administrator, guardian or 
trustee, shall represent the 6hare of stock in his hands at 
all meetings of the company, and may vote accodingly as 
a stockholder ; and every person who shall, pledge his 
stock as aforesaid, may nevertheless represent the same 
at all such meetings, and may vote accordingly as a stock- 

§ 18. The stockholders of any company organized under , 
the provisions of this act, shall be jointly and severally in- 
dividually liable for all debts that may be due and owing 
to all their laborers, servants and apprentices, for services 
performed for such corporation. 

§ 19. The legislature may, at any time, alter, amend or 
repeal this act, or may annul or repeal any incorporation 
formed or created under this act ; but such amendment or 
repeal shall not, nor shall the dissolution of any such com- 
pany take away or impair any remedy given against any 
such corporation, its stockholders or officers, for any lia- 
bility which shall have been previously incurred. 

§ 20. Any corporation or company heretofore formed, 
either by special act or under the general law, and now 
existing for any manufacturing, mining, mechanical or 
chemical purposes, or any company which may be formed 
under this act, may increase or diminish its capital stock 
by complying with the provisions of this act, to any amount 


which may be deemed sufncient and proper for the purpo- 
ses of the corporation, and may also extend its business to 
any other manufacturing, mining, mechanical or chemical 
business, subject to the provisions and liabilities of this 
act. But before any corporation shall be entitled to di- 
minish the amount of its capital stock, if the amount of its 
debts and liabilities shall exceed the amount of capital to 
which it is proposed to be reduced, such amount of debts 
and liabilities shall be satisfied and reduced so as not to 
exceed such diminished amount of its capital ; and any ex- 
isting company, heretofore formed, under the general law, 
or any special act, may come under and avail itself of the 
privileges and provisions of this act, by complying with 
the following provisions, and thereupon such company, its 
officers and stockholders, shall be subject to all the re- 
strictions, duties and liabilities of this act. 

§21. Whenever any company shall desire to call ^ ^/^/^Lc i!^ 
meeting of the stockholders, for the purpose of availing ^ a--^^^ , 
itself of the privileges and provisions of this act, or-^^s-z-asn 
for increasing or diminishing the amount of its capital 
stock, or for extending or changing its business, it^ ^/^^^^^ 
shall be the duty of the trustees to publish a notice,^^-^^^^*^** ? ^ 
signed by at least a majority of them, in a newspaper in>*"^^*ty 
the county, if any shall be published therein, at least three ^. 
successive weeks, and to deposit a written or printed yl..^;^^^^^ 
copy thereof in the post office, addressed to each stock- 
holder at his usual place of residence, at least three weeks ^^^^^^ 
previous to the day fixed upon for holding such meeting; /^- ■^"'^-'^^ 
specifying the object of the meeting, the time and place^f^*^^*-^ •***^ 
when and where such meeting shall be held, and the^-*-^"- ^*^*rW/ 
amount to which it shall be proposed to increase or dimin^-^-^/^-'-^^-^il^ 


isli the capital, and the business to which the company- 
would be extended or changed, and a vote of at least two- 
thirds of all the shares of stock shnll be necessary to an in- 
crease or diminution of the amount of its capital stock, 
or til e extension or change of its business as aforesid, or 
to enable a company to avail itself of the provisions of this 

§ 22. If at any time and place specified in the notice 
provided for in the preceding section of this act, stock- 
holders shall appear in person or by proxy, Jn^number 
representing not less than two-thirds of all the shares of 
stock of a corporation, they shall organize by choosing 
one of the trustees chairman of the meeting, and also a 
suitable person for secretary, and proceed to a vote of 
those present, in person or by proxy and if on canvassing 
the votes it shall appear that a sufiicient number of votes 
has been given in favor of increasing or diminishing the 
amount of capital, or of extending or changing its business 
as aforesaid, or for availing itself of the privileges and pro- 
visions of this act, a certificate of the proceedings, showing 
a compliance with the provisions of this act, the amount of 
capital actually paid in, the business to which it is extended 
or changed, the whole amount of debts and liabilities of^the 
company, and the amount to which the capital stock shall 
be increased or diminished, shall be made out, signed and 
verified by the affidavit of the chairman, and be counter- 
signed by the secretary, and such certificate shall be ac- 
knowledged by the chairman, and filed as required by the 
first section of this act, and when so filed, the capital stock 
of such corporation shall be increased or diminished, to the 
amount specified in such certificate, and the business ex- 


tended or changed as aforesaid, and the company shall be 
entitled to the privileges and provisions and Ijc subject to 
the liabilities of this act, as the case may be. 

§ 23. If tiie indebtedness of any such company shall at 
any time exceed the amount of its capital stock, the trus- 
tees of such company assenting thereto, shall be person- 
ally and individually liable for such excess to the creditors 
of such company. 

§ 24. No stockholder shall be personally liable for the 
payment of any debt contracted by any company formed 
under this act, which is not to be paid within one year 
from the time (he debt is contracted, nor unless a suit for . 
the collection of such debt shall be brought against such'v 
company within one year after the debt shall become due 5 
and no suit shall be brought against any stockholder who 
shall cease to be a stockholder in ariy such company, for 
any debt so contracted, unless the same shall be com- 
menced within two years from the time he shall have ceased 
to be a stockholder in such company, nor until an execution 
against the company shall have been returned unsatisfied 
in whole or in part. 

§ 25. It shall be the duty of the trustees of every such 
corporation or company, to cause a l)ook to be kept by the 
treasurer or clerk thereof, containing the names of all per- 
sons alphabetically arranged, who are or shall, within six 
years, have been stockholders of such company, and show- 
ing their places of residence, the number of shares of stock 
held by them respectively, and the time when they respect- 
ively, became the owners of such shares ; and the amount of 


stock actually paid in ; which book shall, during the usual 
business hours of the day, on every day except Sunday 
and the fourth day of July, be open for the inspection of 
stockholders and creditors of the company, and their per- 
sonal representatives, at the office or principal place of 
business of such company, in the county where its business 
operations shall be located; and any and every stockholder, 
creditor, or representative, shall have a right to make ex- 
tracts from such book; and no transfer of stock shall 
be valid for any purpose whatever, except to render the 
person to whom it shall be transferred liable for the debts 
of the company, according to the provisions of this act, 
until it shall have been entered therein as required by this 
section, by an entry showing to and from whom trans- 
ferred. Such book shall be presumptive evidence of the 
facts therein stated, in favor of the plaintiff in any 
suit or proceeding against such company, or against 
any one or more stockholders. Every officer or agent 
of any such company, who shall neglect to make 
any proper entry in such book, or shall refuse or ne- 
glect to exhibit the same, or allow the same to be in- 
spected, and extracts to be taken therefrom, as provided 
by this section, shall be deemed guilty of a misdemeanor, 
and the company shall forfeit and pay to the party injured, 
a penalty of fifty dollars for every such neglect or refusal, 
and all the damages resulting therefrom : And every com- 
pany that shall neglect to keep such book open for inspec- 
tion as aforesaid, shall forfeit to the people the sum of fifty 
dollars for every day it shall so neglect, to be sued for and 
recovered in the name of the people, by the District Attor- 
ney of the county in which the business of such corpora- 
tion shall be located ; and when so recovered the amount 


shall 1)0 i)ai(l into the trcasui'v of siiel) county for the use 

§ 2(3. Every corporation created under this act .shall 
possess the general powers and privileges and he suhject 
to the liabilities and restrictions contained in title third of 
chapter eighteen of the first part of the Revised Statutes. 

§ 27. This act shall take effect immediat(.']y. 



CHEMICAL PURPOSES. Passcd February 17, 1848. 
Passed June 7th, 1853. 

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

§ 1. Any certificate hereafter filed under the provisions 
of the above entitled act, may designate one or more places 
where the company may carry on their business. 

§ 2. The trustees of such company may purchase mines, 
manufactories, and other property necessary for their busi- 
ness, and issue stock to the amount of the value thereof, in 
payment therefor ; and the stock, so issued, shall be de- 
clared and taken to be full stock, and not liable to any 
further calls; neither shall the holders thereof be liable for 
any further payments under the provisions of the tenth 
section of the said act; but in all statements and reports 
of the company, to be published, this stock shall not be 


stated or reported as being issued for cash paid into the 
company, but shall be reported, in this respect, according 
to the fact. 

§ 3. This act shall take effect immediately. 

State of New York, ) 

Secretary's Office. \ I have compared the pre- 

ceding with the original law, on file in this office, and do 
certify that the same is a correct transcript therefrom and 
of the whole of said original. 

Given under my hand and seal of office, 
at the city of Albany, this eighth day of 
(copy.) June, in the year of our Lord one thousand 
eight hundred and fifty-three. 


Deputy Secretary of State. 

[L. S.]