Certificate of the Incorporation of the Lenox Furnace Company
It is hereby certified that the subscribers and such others as may associate with them, are desirous of forming a Company by the name of the Lenox Furnace Company for the purpose of manufacturing from Iron ore, Iron mongery, Mill-Iron and all other other kinds of castings in Iron, according to the act entitled "An Act relative to Incorporation for manufacturing purposes" passed the 22 day of March, Eighteen hundred and Eleven and the several acts amending and extending the same passed since;- with a capital of thirty thousand dollars, to be divided into four hundred shares of Seventy five dollars each;- the business of the said company to be carried on in the Town of Lenox in the county of Madison and State of New York;
and that the first Trustees consist of the following persons namely: Joseph Kirkland, Gardiner Avery and Steven Chapman who are to manage the concerns of the Company for one year.
NB the name of } Joseph Kirkland Stephen Chapman written on } Gardiner Avery erasure before execution } Wm Cobb In Presence of } Conrad G. Moot Calvin Avery } S. Chapman Charles P. Kirkland John Swetting;Madison County SS. On the 20th day of April 1835 before me James T. Wolley a Judge of the Court of Common Pleas in and for said County, came Gardner Avery, William Cobb, Stephen Chapman, and Conrad G. Moot to me know to be the persons who have subscribed the foregoing certificate, and severally acknowledged that they executed the same. I. T. Wolley a Judge of Madison County Common Pleas Oneida County SS. On this twenty seventh day of April 1835 before me Chester Hayden first Judge of said County Counsellor of Law in the Supreme Court came Joseph
Kirkland and Charles P. Kirkland to me known to be the persons of those above named or subscribed to the written instrument, and personally acknowledged that they had duly executed the same.
Chester Hayden first Judge of Oneida Co.State of New York SS. on this sixth day of May 1835 before me personally appeared John Swetting to me known to be one of the individuals described in and who executed the foregoing instrument, and he acknowledged that he executed the same
A. Davis Circuit Judge State of New York } Secretary's Office } I have compared the preceding with an original certificate of Incorporation on file in this Office (which certificate filed on the 14th of May 1835) and do certify that the same is a correct Transcript therefrom and of the whole of said original. Arch Campbell Albany June 8. 1835. Dep. Secretary
At a meeting of the Trustees of the Lenox Furnace Company at the office of the Company in Lenox June 24th 1835
Present Gardiner Avery } Stephen Chapman } Joseph Kirkland } TrusteesThe Trustees proceeded to elect a President, when Gardener Avery was duly elected.
Resolved, That the following be the standing rules and by-laws of the Incorporation.
1. The standing officers of the Company shall be a President and Treasurer - The President to be elected annually - and the Treasurer to hold his office until another be appointed.
2. That the Treasurers duty shall be to sign all the Scrip for stock and to make all the transfers, and to issue all stock that may be ordered by the Trustee or a majority of them, to keep the minutes of the Corporation, and to record all resolutions made by the Trustees, to file and keep all Deeds and conveyances and other evidence of debts or
property belonging to the Corporation - and provide all books necessary and suitable for the transaction of the business of the Company, and to report at the semi-annual meetings of the board to the Trustees, the state and condition of the Corporation, and to state as far as may be practicable the accounts of the Company. showing the profit and loss, and to affix the corporate seal to all such instruments, as may be ordered to be sealed by the board, and to have the custody and safe keeping of the seal - to notify all meetings of the stockholders for the election of Trustees or for any other purpose.
3. That there shall be a Corporate seal, with the device of a Pot & Lettered with the words Lenox Furnace Company.
4. That there shall be provided for the use of the Company a Scrip minute, Stock and transfer books and such other books as the Treasurer may find necessary for the accommodation of the business of the Office.
5. There shall be two stated meetings of the trustees in each year on the first Monday of November & May in each year.
6. The annual meeting of the Stockholders for the Election of Trustees shall be on the the first Monday in May in each year.
7. That all scrip issued for stock shall be signed by the Treasurer, and that no scrip issue unless by order of the board, and that no stock shall be transfered unless the old scrip is surrendered, unless by special order of the Board.
Resolved, That the instrument signed by the following persons to wit, J. Kirkland, J. N. Avery, Gardiner Avery, Wm. Cobb, Conrad G. Moot, Steven Chapman, Charles P. Kirkland and John Swetting the Stockholders in the Lenox Iron Company, and dated the 18th day of April 1835 be entered at large upon the minutes of the Book of Minutes of the Lenox Furnace Company.
Whereas We whose names are hereunto subscribed as Stockholders in the Lenox
Iron Company for the following number of shares. Joseph Kirkland two hundred and
eight. Gardiner Avery fifty. William Cobb thirty five. Jared N. Avery forty.
Conrad G. Moot fifteen. John Swetting twenty five. Stephen Chapman twenty five.
Charles P. Kirkland two.
Whereas the charter of the said Company has expired, and Whereas the property of said Corporation has vested in the present Trustees Joseph Kirkland, Gardiner Avery and Jared N. Avery, by Cap. 18 of the Revised Statues title third, Sections 9+10, for the benefit of the Stockholders + Creditors of the Company. And Whereas we are desirous that the property should be employed in Manufacturing Iron as heretofore, And whereas we have signed a certificate bearing equal date with this instrument for the purpose of being incorporated as a Company under the act relative to Incorporations for Manufacturing purposes, by the name of the Lenox Furnace Company with a capital of $30,000, divided into 400 Shares of $75 each, business to be done at Lenox where the business of the late Company was carried on. Now Know Ye that we do request, empower and authorize the said Joseph Kirkland, Gardiner Avery
& Jared N. Avery the trustees of the Lenox Iron Co., or a majority of them, to bargain, sell, assign & set over (after paying the debts of the said Lenox Iron Co.) all our right, title, & interest, which we may or might, as stockholders of the said Lenox Iron Company, be in any manner entitled to, in Law or Equity, in the Estate and property of of the said Lenox Iron Co. both real and personal, unto the said Lenox Furnace Co. which is to be incorporated as- cording to our said certificate above mentioned, and as soon as the said certificate is filed in the Secretary's Office & the Company duly authorized according to Law. And we do hereby authorize the said Trustees of the Lenox Iron Company to make execute and deliver all such conveyances as may be necessary to vest in the said Lenox Furnace Company all the right, title & interest, which we have either in Law or equity to any of the estate real or personal of the Lenox Iron Company. And we do hereby engage, that on such conveyances and transfers being made by the said Trustees to the said Lenox Furnace Company of our interests & portions of property to which we might be entitled in the Lenox Iron Co. The Trustees of the said Lenox Iron Company shall be discharged from all claims & demands on which we may or might have on them for our
portions & parts of the Properties which we might be entitled on a division if one had been made. And we further agree that as a compensation for our portion on division to which we might be entitled as Stockholders in the Lenox Iron Company, we will take the same number of shares in the Lenox Furnace Company when Incorporated as we hold in the Lenox Iron Company as above stated , subject to the same additional calls as we were subject to in the Lenox Iron Company and no greater. Witness our hands & seals this 18th day of April 1835.
Joseph Kirkland (L.S.) Jared N. Avery by his attorney J. Kirkland (L.S.) Calvin Avery Gardiner Avery (L.S.) Wm. Cobb (L.S.) Conrad G. Moot (L.S.) Stephen Chapman (L.S.) Charles P. Kirkland (L.S.) John Swetting (L.S.)
Resolved. The the treasurer issue to the above named Stockholders in the Lenox Iron Company the same number of shares of stock in the Lenox Furnace Company which they respectively held in the Lenox Iron Company upon their Surrendering to him their scrip in the said Lenox Iron Company.
Resolved. That the Lenox Furnace Company will receive from the Trustees of the late Lenox Iron Company all such Deeds, assignments and conveyances as may be necessary to vest in the said Lenox Furnace Company all the right, title and interest which the said Trustees have in and to the estate, property, and effects both real and personal of the said Lenox Iron Company either in Law or equity: And it is further Resolved, That the Treasurer of the Lenox Furnace Company upon receiving such deeds, assignments and conveyances and upon the delivery to him of all the evidences of title either of personal or real estate, and all contracts, bonds, covenants, notes, and accounts due to the Lenox Iron Company, or which may in any wise belong or appertain to the estate and property of the Lenox Iron Company, give to the said Trustees an acknowledgement that he has received the same for the use of the Lenox Furnace Company.
Resolved that Joseph Kirkland be Treasurer of the company.
C. Avery J. Kirkland S. Chapman