its canal and banking operations, in said act mentioned, and the same to change, alter, repeal, annul and reenact; Provided, The same should not be contrary to the constitution or laws of the United States, or of the state of New Jersey; and by the said act it was amongst other things enacted, that the management of the concerns of said company should be, and it was thereby vested in fifteen directors, to be selected from the stockholders; that the directors should choose by plurality of voices, a president, from among themselves; that the said directors should be elected in such manner and hold their office for such time as in the said act is mentioned.

And this complainant further shows unto your excellency, that by the said act it was further declared and enacted, that it should be lawful for said company to make, construct and execute a canal or artificial navigation to connect the waters of the Delaware river near Easton, with the tide waters of the Passaic river, and passing through the county of Morris, with all the Locks, works, devices, wharves, toll houses and offices, necessary for the use of said canal, and in the said act, divers provisions and regulations are contained, in respect to the location of said canal, and of the works incident to the same, and in relation to the said company's acquiring the right of way for the same, and the lands, waters and streams useful for the said canal, and prescribing the manner in which compensations to the owners of such lands, waters and streams should be ascertained and made, as in and by said act, reference thereunto being had, may and will more fully and at large appear.

And this complainant further shows unto your excellency, that the capital stock of said company, authorized by said charter for the aforesaid canal, was one million of dollars, but the said company was by said act authorized to increase their capital stock for the purpose of banking operations, under the following conditions, restrictions and limitations, viz: that as soon as said company should have actually paid, laid out and expended the sum of two hundred thousand dollars in the purchase of lands, waters and water privileges necessary for the construction and use of said canal, and in constructing, making and building the same, it should and might be lawful for the president and directors to call from the stockholders, respectively, of said company, for the time being, in proportion to their respective shares, the sum of two hundred thousand dol lars or any less sum, in the discretion of said president and directors, towards a capital for banking purposes, as aforesaid, and so often thereafter as the said company should have paid, laid out and expended other like sum of two hundred thousand dollars, in the purchase of lands as aforesaid, and in constructing, making and building the said canal as aforesaid, it should be lawful for the president and directors, as aforesaid,

to increase the capital stock of said company for banking purposes, to such further amount of two hundred thousand dolfars: Provided, That the said increased capital of the company for banking purposes, should not exceed in the whole one million of dollars; and by the aforesaid act it is further enacted, that the said company should and might use any part of their capital stock paid in, for banking purposes, for the following additional purposes, that is to say, in buying and selling bills of exchange, or the stock of any body or bodies corporate and politic, and in loans upon bonds and mortgages, and that they might bind themselves by contract not under seal, and receive and take by deed or device and effects, and property, both real and personal, which might be left or conveyed to said company in trust, and to assume, perform and execute any trust which might be created by any deed, bequest or device as aforesaid, and they were also by said act authorized and empowered to receive, take, possess, stand seized of, and execute any and all such trust and trusts, in their corporate capacity and name, in the same manner and to the same extent as any private trustee or trustees might or could lawfully do, and no farther.

And this complainant further shows unto your excellency, that by the aforesaid act, it is further provided, that if at any time thereafter the president and directors should deem it expedient to increase the capital stock for the canal aforesaid, it should be lawful for them so to do, and to obtain subscriptions for the same, and to manage and direct the same according to the provisions, true intent and meaning of the said act; and that all the stockholders of such additional shares and their assigns, should be thenceforward incorporated into the said com. pany, provided that a preference of subscription should always be given to actual stockholders in proportion to the shares they should respectively hold, and that such additional stock should not exceed five hundred thousand dollars.

And this complainant further shows, that it was further enacted by the said act, that the funds of the said company should never be employed in any other operations, nor for any other purposes than those provided for in said act, but as to the powers and privileges of the said corporation, and the several matters and things contained in the said act incorporating said company, the title whereof is hereinbefore mentioned; this complainant, for greater certainty, prays leave to refer to the said act, and which when produced, will more fully and at large appear. And this complainant further shows, that by a supplement to said act, passed December 31, 1824, the said company were authorized at any time after one million of dollars should be subscribed towards the capital stock of said company, and ten per cent thereon paid in as mentioned in said act,

to call in one hundred thousand dollars, to be used for banking purposes as directed in said act, but that they should not call in any more moneys for said purposes, except in conformity to the said act, as by reference to said last mentioned acts will more fully appear. And this complainant further shows unto your excellency, that by another act of the legislature of the state of New Jersey, entitled "An act to authorize the Morris canal and banking company to extend the Morris canal to the waters of the Hudson," passed January 26, 1828, it was, amongst other things, enacted that it should be lawful for the said company to continue the Morris canal to the waters of the Hudson, at or near the city of Jersey, as by the said last mentioned act, reference being thereunto had, will more fully and at large appear.

And this complainant further shows unto your excellency, that by another act of the legislature of the state of New Jersey, entitled "An act to authorize the Morris canal and banking company to borrow money, and for other purposes," passed the twenty-third day of February, in the year of our Lord, one thousand eight hundred and twenty-nine, it was, among other things, enacted, that it should and might be lawful for the Morris canal and banking company to borrow the sum of five hundred thousand dollars, and to issue therefor their post notes, bearing an interest of six per cent per annum, payable to the owners or bona fide holders thereof: Provided, That no such post notes should be issued of a less denomination than three hundred dollars, and by said last mentioned act, it was further enacted, that for the purpose of securing the punctual payment of the interest and the redemption and payment of the principal sums so to be borrowed, as aforesaid, the said company was authorized to execute and to deliver to any person or persons, body politic or corporate, an assignment, conveyance or transfer of the said Morris canal, with its appendages and appurtenances, and of all the lands, tenements and premises belonging to the said company; and of the chartered rights and privileges of the same, and conditioned as aforesaid, that such assignment or transfer should be entered on record in the office of the secretary of the state of New Jersey, and should be valid and effectual as a collateral security for the payment of the principal and interest of said post notes, according to the tenor and effect thereof; but as to the contents of said last mentioned act, this complainant prays leave, for greater certainty, to refer to the same, and by which, when produced, will more fully and at large appear.

And this complainant further shows unto your excellency, that by another act of the legislature of the state of New Jersey, entitled "An act to amend an act, entitled 'an act to form an artificial navigation between the Passaic and Delaware

rivers,' passed thirty-first December, one thousand eight hundred and twenty-four, and for other purposes," passed the twenty-eighth day of January, one thousand eight hundred and thirty, it was, amongst other things, enacted that the said company might, from time to time, borrow all such sums of money as to the board of directors of said company should appear necessary and proper; and for securing the due payment of the sums so borrowed, with the interest thereof, that it should and might be lawful for the said company to pledge or hypothecate by way of mortgage, trust or otherwise, howsoever, the Morris canal, with its privileges, appendages and appurtenances, and all the chartered rights and property of the said company, and that such pledge, hypothecation, trust or mortgage might be valid for the due payment of any sum or sums of money, with the interest thereof, which the same might be given to secure, as by reference to the said last mentioned act, and to which this complainant, for greater certainty, prays leave to refer, may and will more fully and at large appear.

And this complainant further shows unto your excellency, that by another act of the legislature of the state of New Jersey, entitled "An act further supplementary to an act, entitled an act to incorporate a company to form an artificial navigation between the Passaic and Delaware rivers,' passed thirtyfirst December, 1824,' passed the nineteenth day of January, eighteen hundred and thirty-five," it was enacted that the capital stock of said company be increased for the purpose of completing the said canal and paying the debts and claims then already incurred, by reason of the construction thereof, ten thousand shares, and the president and directors of said company were thereby authorized and empowered to obtain subscriptions for said shares in the manner directed by the said original act of incorporation, and to issue certificates for the same, giving preference to original stockholders still holding their stock, and all stockholders of such additional shares and their assigns, should be thenceforward incorporated into the said company, and that from and after the passing of said last mentioned act, the par value of each and every of the shares in the said company, as well those theretofore authorized as those created by said last mentioned act, should be one hundred dollars, and that all holders of existing shares, representing two hundred dollars each, might surrender the same and should be thereupon entitled to receive new certificates for double the number of shares by them surrendered: Provided, That no part of the money arising from the subscription autho rized by said last mentioned act, be applied to the exercise of any banking or trust powers whatsoever, but solely and exclusively to the completion of said canal, and to the payment of its debts, as in said act stated, as in and by the said last men

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tioned act, and to which this complainant, when produced, prays leave, for greater certainty, to refer, may and will more fully and at large appear.

And this complainant further shows unto your excellency, that by another act of the legislature of the state of New Jersey, passed the fifth day of March, in the year of our Lord, one thousand eight hundred and thirty-six, entitled "An act to amend an act, entitled 'An act to incorporate a company to form an artificial navigation between the Passaic and Delaware rivers,"" passed December 30, 1824, it was, amongst other things, enacted, that in order to enable said company to procure the requisite lands and premises and to construct the several basins, reservoirs and feeders, authorized by the said act of incorporation and the amendments thereto, the said company was thereby authorized to increase their capital stock to an amount not exceeding six hundred thousand dollars, in shares of one hundred dollars each, for which they might obtain subscriptions and issue certificates in the manner prescribed in said act of incorporation, and that all holders of such additional shares should, from thenceforward, be incorporated into the said company: Provided, That no part of the said sum of six hundred thousand dollars should be used for banking purposes, should be applied exclusively to the objects last hereinbefore mentioned; and by the said last mentioned act it was, amongst other things, further enacted, that the corporate powers of the said company should be exercised by a board of directors, to consist of twenty-three persons, who should elect a president annually from their body, and possess the other privileges and powers already conferred by law; to be elected in the manner, to hold their offices for the several periods, and subject to be removed from office, as prescribed by the last mentioned act and the original act of incorporation. As in and by the said last mentioned act, and to which, when produced, this complainant prays leave, for greater certainty, to refer, may and will, amongst divers other things therein contained, more fully and at large appear.

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And this complainant further shows unto your excellency, that after the passage of the said original act of incorporation, herein before mentioned and in part recited, the said the Morris canal and banking company became organized according to the provisions of said act, and became and were and have ever since continued to be, and stil! are a body corporate and politic, and have the privileges, powers and immunities in the said act of incorporation, and the several other acts supplemental, amendatory and in addition there to mentioned; that they have made, erected and built the canal or artificial navigation between the Passaic and Delaware rivers, and have continued the same to the Hudson at or near Jersey city; and have also Vol. I. 36