An act to incorporate the New York Mining Company.
SECTION 1. Be it enacted by the General Assembly of Maryland, That Oroondates
Mauran, Barrett Ames, Robert B. Minturn, Jonathan Sturges, Charles Denison and Samuel M.
Semmes, their associates, successors and assigns, are hereby made a corporation, by the
name of the Incorporated New York Mining Company, for the purpose of purchasing, opening
and working mines of coal and iron, and for the manufacture of iron, and of all articles
of which iron is a component part, and for the vending of the products of the same, and as
such corporation shall have a
common seal, and shall be empowered to sue and be sued, plead and be impleaded, in any court of law or equity.
SECTION 2. And be it enacted, that said corporation shall have the power to hold and possess real and personal estate to the amount of five hundred thousand dollars, for the purposes aforesaid; provided, that said corporation shall at no time hold or possess in this State, more than five thousand acres of land exclusive of such lands as may be used for the purpose of a road or roads, and said corporation shall have the right to make by-laws and all other such rules and regulations as may be necessary for the proper management of its concerns; provided, the same are not repugnant to the laws of this State, or of the United States.
SECTION 3. And be it enacted, that the capital stock of said corporation, whether the same be real or personal, or both, shall amount to the sum of five hundred thousand dollars, which shall be divided into shares of one hundred dollars each, and said corporation shall hare power to increase said capital stock, if they should think it advisable so to do; provided, said capital stock shall not be increased so as to exceed at any time the sum of one million of dollars, which additional stock shall be divided into shares as aforesaid, and the lands and mines of the said Oroondates Mauran, Barrett Ames, Robert B. Minturn, Jonathan Sturges and Charles Denison, shall constitute a part of said capital stock at such a price as may be agreed upon between the said Mauran, Minturn, Sturges and Denison, and the said corporation.
SECTION 4. And be it enacted, that the said Oroondates Mauran, Barrett Ames, Robert B. Minturn, Jonathan, Sturges, Charles Denison and Samuel M. Semmes, or a majority of them, shall be authorized to receive subscriptions to the capital stock of said corporation, and shall designate the times and places at which said subscriptions shall be received; by giving notice in one or more newspapers printed in the city of Baltimore, in this State, and each subscriber shall pay at the time of subscribing as aforesaid, the sum of twenty dollars, upon each and every share so subscribed for, and shall by virtue thereof be taken and considered, and thereby become a member of said corporation, and at all meetings of the stockholders be entitled to one vote for each and every share so held by him, and all absent stockholders shall be allowed to vole by proxy, and all shares in said corporate property, shall be considered as personal property, and be transferable as such.
SECTION 5. And be it enacted, that the concerns of said corporation, shall be managed by a president, who shall be a director, and four other directors, to be chosen annually by the stockholders, and to serve for the term of one year, and until others are chosen, and that until such choice of a president and directors, the said Oroondates Mauran, Barrett Ames, Robert B. Minturn, Jonathan Sturges, Charles Denison and Samuel M. Semmes, or a majority of them, shall have the same power and authority as the said president and directors would have had if chosen as aforesaid, and a majority of said directors shall constitute a quorum for the transaction of business, and in case a vacancy shall occur in the presidency or directorship of said corporation, the remaining directors shall have power to fill such vacancy by appointing some stockholder to that office till the next meeting of the stockholders for the choice of directors.
SECTION 6. And be it enacted, that a meeting of the stockholders shall be held annually, at such time and place as shall be established by the by-laws, and it shall be the duty of the president and directors at said meeting, to make a report of the condition and affairs of said corporation, and a special meeting of said stockholders may be called at any time by a majority of the directors, or by one or more stockholders, who shall represent one-fifth part of said capital stock, of which meeting ten days previous notice staling the object of said meeting, shall be given in some newspaper printed in the said city of Baltimore, and at all meetings of the stockholders, the owners or representatives of a major part of the capital stock shall constitute a quorum for the transaction of business, and
shall have power to pass, amend, alter or repeal the by- laws, and to remove from office any director, officer or
agent, of said corporation, and to appoint others in their stead.
SECTION 7. And be it enacted, that the said corporation be, and it is hereby authorized to construct a rail road from any part of its own lands to some convenient point or points, at or near the town of Cumberland, so as thereby to secure the facilities of transporting the produce of its mines and manufactories, &c. afforded by the Chesapeake and Ohio Canal, and the Baltimore and Ohio Rail Road, or either of said works, or should it be thought advisable not to extend said rail road to the town of Cumberland or its vicinity, the said corporation is hereby authorized to construct the same to such point or points of intersection with the mil road, recently constructed by the Maryland and New York Iron and Coal Company, commonly known as the Mount Savage rail road, as the said corporation may in its wisdom and prudence deem expedient and proper, and that for the purpose of enabling said corporation to lay out and construct said rail road, it is hereby invested with all and singular the powers and privileges which were for a like purpose conferred upon the said Maryland and New York Iron and Coal Company, by its act of incorporation and the several supplements thereto, and with the respect to the use to be made of said rail road, the said corporation is hereby restricted to the same rates of toll, and subjected to all the duties and responsibilities, as well as clothed and invested with all the rights and privileges which are mentioned and specified and intended to be embraced in the charter of the said Maryland and New York Iron and Coal Company, and the several supplements thereto.
SECTION 8. And be it enacted, that any company hereafter to be formed, shall have the privilege of passing over the lands of said corporation, so as to connect any lateral road or roads which such company may make with the tail road which the said corporation is authorized to construct as aforesaid; provided however, that such company pay to
said corporation, such sum or sums of money for the lands to be occupied in making such lateral roads, or for such
other damages as may be done to the said corporation, by the construction of the same, as may be agreed upon by
three disinterested persons to be chosen to value such damage by the judges of Allegany county court, or by a majority of the judges thereof in the recess of said court.
SECTION 9. And be it enacted, that if any subscriber to the capital stock of said company, or any person or corporation, who may become entitled to any share or shares of such capital stock, shall fail or neglect to pay any assessment or installment which may be required or demanded to be paid by the president and directors of said company, or a majority of them, on the share or shares of stock subscribed for or owned by such subscriber, person or corporation, for the space of sixty days, next after such assessment or installment shall be demanded, and made due and payable the stock on which such assessment or installment is demanded, shall be forfeited to the said company, and may be sold by the said president and directors or a majority of them, for the benefit of said company, but the said president and directors or a majority of them, may remit such forfeiture on such terms as they shall deem proper.
SECTION 10. And be it enacted, that nothing in this act be so construed as to authorize the said corporation to issue any note, token, device, scrip or other evidence of debt, to be used as currency.
SECTION 11. And be it enacted, that this act shall commence, and be in force from
and after the passage thereof.
SECTION 12. And be it enacted, that this act shall continue in force for thirty years, and no longer, and shall at all times from the organization of the company, be liable to be amended or repealed, at the pleasure of the Legislature,
Passed Feb. 26, 1845.
Maryland State ArchivesVolume 609, Pages 156 to 160