Unlawful acts of how pun S 11. If any officer, clerk or servant, or other person employees, in the employment of said corporation shall take, embezished. zle or convert to his own use, or make away with, or secrete with intent to take, embezzle or convert to his own use, any property, goods, wares or merchandise delivered to said corporation or in or under their possession, custody or control, or shall, with intent to defraud the said corporation or any other person or persons, issue, or cause, or suffer, or in any way or manner procure to be issued, any receipt, warrant or warehouse certificate for any property, goods, wares or merchandise not actually delivered to or in or under the possession, custody or control of said corporation, or shall, with like intent, issue, or cause, or suffer, or in any way or manner procure to be issued, any receipt, warrant or warehouse certificate as aforesaid, for any property, goods, wares or merchandise in the custody, possession or control of said corporation, except on the cancellation and surrender of the original receipt, warrant or warehouse certificate issued therefor, he shall, upon conviction, be punished in the manner prescribed by law for feloniously stealing property of the value of the articles so taken, embezzled, converted, made way with, or secreted, or mentioned, or described in the said receipts, warrants or certificates. S 12. This act shall take effect immediately. Corpora Chap. 405. AN ACT to incorporate the United States Warehouse Company. Passed April 16, 1859. The People of the State of New York, represented in Senate and Assembly, do enact as follows : SECTION 1. Charles D. Mathews, C. N. S. Rowland, tion created James Green, Robert H. Ogden, Edward L. Mathews, their associates, and all other persons who may hereafter. be holders of the stock hereinafter mentioned, are hereby constituted a body politic and corporate, by the name of the "United States Warehouse Company," for the purpose of owning, leasing, holding, erecting and maintaining 30 years. docks, bulkheads, piers, basins and warehouses, and for the carrying on the business of warehousemen and forwarders, within the limits of the port of New York. The To exist for corporation hereby created shall exist for thirty years, with power to sue and be sued, to make and use a common seal, and alter the same at pleasure. Real or leasehold personal S2. The corporation hereby created, in and by their corporate name, shall have power, in and about the pro- estate, or secution of their aforesaid business, to hold and acquire property. any real or leasehold estate or personal property, and the same, from time to time, sell, assign, transfer, convey, or otherwise dispose of; but this corporation is hereby expressly prohibited from buying or selling any goods, wares or merchandise or other property as dealers, or on commission, and from engaging in business of forwarding goods, wares or merchandise, or other property, from port to port or from place to place. May collect for dockage usual rates &C. $3. The said corporation is hereby authorized to receive and collect the usual customary rates of dockage, wharfage, storage and lighterage for the use of their docks, quays, wharves and warehouses, and the machinery or elevators therewith connected, or the lighters by them employed, together with all charges and expenses incurred for labor or otherwise, in the receipt, delivery or custody of merchandise received by or stored with them, and such advances as may be by said corporation made on goods, wares and merchandise received by or stored with them, with interest and commissions at the usual and customary rates; all of which charges, expenses, advances, interest Charges to and commissions, as above specified, shall be a lien on said merchandise; and in case the same shall be in arrear and unpaid, or the goods be unclaimed for one year, the said goods, or so much thereof as may be sufficient to satisfy the amount due thereon, may be sold at public auction, thirty days public notice of the time and place of such sale being given by publication in at least three of the daily newspapers printed in the town or city where the operations of this corporation may be carried on. be a lien. stock, S4. The capital stock of said corporation shall consist Capital of three hundred thousand dollars, divided into three thousand shares of one hundred dollars each, which shall be deemed personal property, and be transferable as such Affairs to be managed trustees. in the manner the by-laws may prescribe; and the same may be hereafter increased, in case a majority of the trustees for the time being so determine, to an amount not exceeding one million of dollars. The said corporation may commence business and shall be deemed fully organized when the sum of one hundred thousand dollars towards the capital stock shall have been subscribed for and the whole amount of said subscrption paid in, in cash. 5. The affairs, concerns and business of the corporaby board of tion hereby created, shall be managed and conducted by and under the direction of nine trustees, who shall respectively be stockholders, and who shall, in the first instance, be elected to serve for one year, at a general meeting of the stockholders of this corporation, which the persons named in the first section of this act are authorized to call as soon as the sum of fifty thousand dollars shall be subscribed, as provided in the preceding section, and thereafter the said trustees shall be elected annually, at such time and in the manner as the by-laws of the corporation may prescribe. By-laws. Commissioners to scription. $6. The persons chosen as hereinbefore specified shall have power to make all such by-laws, not inconsistent with the laws of this state or the United States, as they may deem necessary for the conduct and management of the business and affairs of the corporation, the holding of elections, the transfer of stock and of subscriptions thereto; which by-laws, from time to time, may be amended, added to or altered, by the trustees for the time being. A majority of the said trustees shall constitute a quorum for the transaction of business, and shall have power to appoint and remove at pleasure, all officers, clerks or servants necessary or requisite to carry on the business of the said corporation, and to fill all vacancies in their own number occasioned by death, resignation or otherwise. $7. C. N. S. Rowland, James Green and Charles D. receive sub. Mathews are hereby appointed commissioners to receive subscriptions to the capital stock of this corporation, at such time and place as they may appoint, by giving one week's public notice thereof, by publication in two daily papers printed and published in the city of New York, and said subscriptions shall be payable at such time and in such manner and installments as the said commissioners may determine; and in case of default, the corporation may enforce the payments of such subscription by action, or the stock, with all the payments which may have been or be made thereon, shall be forfeited to the use of said corporation. stockhold S8. The stockholders of such corporation shall be, Liability of jointly and severally, individually liable for all the debts ers. that may be due and owing to all the laborers and servants of such corporation, for service performed for such corporation; but no action or proceeding shall be brought or maintained against any stockholder for any such debt until the same shall have been due and unpaid for the space of thirty days. holding $9. Each and every stockholder shall be individually Ibid. liable to the creditors of said corporation for all debts and liabilities of said corporation, to an amount equal to the amount of stock held by him, until he shall have paid in full the amount of such stock so held; but no stockholder shall be personally liable for the payment of any debt contracted by such corporation, which is not to be paid within one year from the time when the debt was contracted, unless a suit for the collection of such debt shall be brought against the said corporation, within two years after the debt shall become due; and no suit shall be brought against any stockholder in said corporation, until an execution against the corporation shall have been returned unsatisfied in whole or in part. No person Persons holding stock in such corporation as executor, adminis- stock in trator, guardian or trustee, and no person holding such liable as stock as collateral security, shall be personally subject to any liability as a stockholder of said corporation; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estate 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 intestate, or the ward or person interested in such fund, would have been if he had been living or competent to act, and held the stock in his own name. Every such executor, administrator, guardian or trustee shall represent the shares of stock owned by him as such, at all meetings, and may vote as a stockholder; and trust, not stock holders. Papers to be signed, registered every person pledging his stock as aforesaid may, in like manner, represent the same, and vote accordingly. $10. The receipts, warrants, or warehouse certificates issued by this corporation, for goods, wares and merchanand attested dise in their possession or under their control, shall in all cases be signed by the president or vice-president and secretary of the corporation, and attested by the corporate seal, and copies thereof shall be registered in two books kept for that purpose, one of which books shall be kept by each of the officers whose signatures are to be affixed as aforesaid, which books shall be at all times open for Transfer. the inspection of dealers with said corporation. The said receipts, warrants or certificates may be transferred by indorsement thereof, and any person to whom the same may be so transferred shall be deemed and taken to be the owner of the goods, wares and merchandise therein specified, so far as to give validity to any pledge, lien or transfer made or created by such person or persons; but no property shall be delivered except on surrender and cancellation of said original receipt, warrant or certificate. Every such receipt, warrant or warehouse certificate shall contain on its face a notice, that the property mentioned therein is held by this corporation as bailees only, and is not insured by this corporation. Unlawful acts of how pun $11. If any officer, clerk or servant, or other person employees, in the employment of said corporation shall take, embezzle ished. or convert to his own use, or make way with, or secrete with intent to take, embezzle or convert to his own use, any property, goods, wares or merchandise delivered to said corporation, or in or under their possession, custody or control; or shall, with intent to defraud the said corporation, or any other person or persons, issue or cause or suffer, or in any way or manner procure to be issued, any receipt, warrant or warehouse certificate for any property, goods, wares or merchandise not actually delivered to or in, or under the possession, custody or control of said corporation; or shall, with like intent, issue or cause, or suffer, or in any way or manner procure to be issued, any receipt, warrant or warehouse certificate as aforesaid, for any property, goods, wares or merchandise in the custody, possession or control of said corporation, except on the cancellation and surrender of the original receipt, warrant or warehouse certificate issued therefor, he shall, |