REGULATIONS
RESPECTING
THE ISSUE AND TRANSFER
OF
CERTIFICATES OF STOCK,
ISSUED BY THE STATE OF NEW-YORK.
and also respecting the payment of interest on
such certificates.
lUade by Ihe'Commissioners of tlie Canal Fund,
july 27, 1840.
ALBANY:
THURLOW WEEE, PRINTER TO THE STATE.
1840"
REGULATIONS
Respecting the issue and transfer of certificates of
stock, issued for any loan made in behalf of the
People of the State of New-York, at the transfer
office established by the Commissioners of the
Canal Fund of the said State, in the Bank of the
Manhattan Company in the city of New-York : and
also respecting the payment of interest on such
certificates.
The transfer office to wliich these regulations refer, has been
established under the authority of an act of the Legislature of
the State of New-York, entitled " An act respecting State
stocks, the Commissioners of the Canal Fund and the Canal
Board," passed May 13, 1840, the portions of which act hay¬
ing reference to the subject are hereto annexed.
I. No certificates of stock issued, either originally or upon
a transfer, or to supply the loss of a certificate, will be valid,
unless,
1st. It be signed by the Comptroller of the State, and seal¬
ed with his seal of office ;
2d. Be countersigned by the president or cashier of the
Manhattan Company in the city of New-York ; and
3d. Be sanctioned by the agent of the Commissioners of the
Canal Fund in the city of New-York, evidenced by his sig¬
nature in the margin of the leaf from which such certificate shall
be cut. But such signature will not appear on the certificate.
II. No original certificate can be issued for any portion of any
loan, without the written directions of the Commissioners of
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the Canal Fund, or of the Comptroller, by whom such loan was
effected.
III. All transfers of stock must be made at the transfer of¬
fice, in a book there provided for the purpose ; and none can be
made within the fourteen days preceding the'first day of Janua¬
ry, April, July and October, in each year.
IV. The certificate to be transferred, or any part of which is
to be transferred, must be produced at the transfer office, in or¬
der that the same may be cancelled, and that such new certifi¬
cates may be issued as the case may require. As no certificate
can in any case be issued for less than one hundred dollars,
parties should divide their stock accordingly.
V. The party in whose favor a certificate was issued may
appear in person at the transfer office and there execute an as¬
signment of the certificate, or any portion of the amount for
which it was issued, with directions to transfer the same to the
assignee. Where a certificate has been issued to any house or
firm, any one of such firm may execute a transfer thereof.
VI. Or such party may execute an assignment and power
of attorney, in one of the annexed forms marked A ; in which
case the attorney, or his substitute, is to appear in person at
the transfer office, file there the original authority under which
he acts, and execute the proper assignment.
VII. Where on the face of the certificate it is provided that
the same may be transferred by any particular persons, houses
or firms, the assignment and power of attorney will be sufficient,
if executed by the persons, firms or houses thus designated ;
and where a certificate is issued to any partnership or firm, the
power of attorney may be executed by any one of the partners.
VIII. The legal evidence provided by the laws of this State
to authenticate an assignment and power of attorney consists of
the acTinowledgment of such instrument, by the party executing
the same, or proof by a subscribing witness of such execution,
before some one of the following officers :
1. If by a resident of a foreign country, before a public nota¬
ry of such country ; or before any consul of the United States,
resident in any foreign port or country ; or before any minister
plenipotentiary, or any minister extraordinary, or any charge
des affaires of the United States, resident and accredited within
any state or kingdom in Europe, or in North or South America.
2. If the party to such instrument reside in Great Britain or
Ireland, before the mayor of the city of London, the mayor or
chief magistrate of the city of Dublin, or the provost or chief
magistrate of the city of Edinburgh, or before the mayor or
chief magistrate of Liverpool.
3. If the instrument be executed within the United States,
and out of this state, it is to be acknowledged or proved before
a justice of the supreme court, or a district judge of the United
States, or a judge or justice of the supreme, superior or circuit
court of any State or Territory or of the District of Columbia.
4. If executed within this State, before a judge of some court
of record, (except justices' courts and other local courts in ci¬
ties,) a supreme court commissioner, a commissioner of deeds,
or a justice of the peace of any town.
IX. Where powers have heretofore been acknowledged or
proved before any other officer than those above enumerated,
transfers will be made under them, until the first day of April,
1841 ; after which day they must be authenticated by some
one of the officers authorized by our laws to take acknowledg¬
ments and proofs in analogous cases, as above specified. But
in cases where a re-acknowledgment before the proper officer,
or proof by a subscribing witness, is impracticable, a transfer
will be directed by the commissioners, where the circumstances
may justify it.
X. In case of the decease of a stockholder, a transfer of his
stock must be made either by his executor or administrator, or
by the person to whom such stock has been devised, or who by
the laws of the country in which the stockholder resided at the
time of his death has succeeded to the ownership thereof, or
who, under such laws, has the right to take possession of such
stock.
XI. Where the stockholder was a resident of this State at
the time of his death, an exemplified copy of the letters testa¬
mentary or of the letters of administration, or a certificate un¬
der the hand and seal of a surrogate, that such letters have been
issued and are in full force, must be lodged by the executor or
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administrator in the transfer office, previous to a transfer of the
stock. The transfer is then to be made subject to the preced¬
ing regulations.
XII. In case the stockholder, at the time of his death, was
a resident of any other State in the United States, his executor
or administrator must, in like manner, produce an exemplified
copy of the letters of administration or the letters testamentary,
or a certificate of the fact of such letters having been issued,
by the officer from whose office the same were granted, under
his hand and seal, if there be a seal, accompanied by a certificate
of the Governor of such State, under its seal, that the certificate
or certified copy is given by the proper officer, and is in due
form. If the applicant claims the stock as devisee, or as hav¬
ing succeeded to the rights of the holder, he must produce the
decision of some competent tribunal to that effect, duly exem¬
plified and accompanied by the certificate of the Governor of
such State, under its seal, that the decree or judgment was ren¬
dered by the proper tribunal, and that the copy is certified by the
proper officer and is in due form. But a transfer can not be
made in the cases specified in this regulation without the spe¬
cial direction of the Commissioners of the Canal Fund.
XIII. In case the stockholder, at the time of his death, was
a resident of any foreign country, the person claiming the right
to direct the transfer of such stock, must produce the evidence
of such right, as follows :
1. If he claims as executor or administrator, or as having been
appointed to take charge of the personal estate of such de¬
ceased stockholaer, he must produce a copy of the instrument
giving him such authority, duly exemplified under the hand and
seal (if there be one) of the officer from whose office the ori¬
ginal was issued, accompanied by the certificate of one of the
officers, enumerated in regulation No. VIII, or by the certifi¬
cate of a consular agent of the United States in such country,
to the effect that the officer granting such authority had juris¬
diction of the subject by the laws of such country, and that
the exemplified copy is by the proper officer, and in due form.
2. If the claim be on the ground that the stock has been de¬
vised to the applicant, or that he has succeeded as a relative to
7
the rights of any deceased person in any certificate of stock,
a decision of the competent tribunal of the country establishing
the right of such applicant must be produced, duly exemplified
under its seal (if it have one) and by the signature of its offi¬
cers, and accompanied by the certificate of some officer enu¬
merated in the preceding Vlllth regulation, to the effect that
such decision was pronounced by a tribunal, which at the time,
by the laws of the country, had jurisdiction of the subject and
authority to make such decision, and that the copy of the de¬
cree or judgment of such tribunal is duly authenticated by the
proper officers. But a transfer cannot be made in any case
specified in this regulation without the special direction of the
Commissioners of the Canal Fund.
XIV. In case of the loss, or casual destruction of any cer¬
tificate of stock, it will be renewed by the Commissioners of
the Canal Fund, upon the production of satisfactory proof of
such loss or destruction, made before any officer enumerated
in the preceding Vlllth regulation, and upon security being gi¬
ven to satisfy the lawful claim of any person to the original
certificate, or to any interest therein. The proof will, of
course, vary according to the facts, but it should be made as
full and satisfactory as the circumstances will permit.
XV. No charge is made at the transfer office for effecting a
transfer of any stock. The only expenses are those incurred
in authenticating the necessary papers previous to their presen¬
tation.
XVI. The new certificate issued upon a transfer of stock,
will bear interest from the first day of the quarter in which
such transfer is made, and interest will be paid to the holder
for the whole of that quarter. If any interest has accrued
prior to the first day of such quarter, it will be paid only to the
person who was the holder of the stock at the time it accrued,
or to his order.
XVII. The interest on all certificates of stock issued for
any loan made in behalf of the State of New-York, will be
paid in specie or its equivalent, at the transfer office, to all
stockholders residing out of the state, and to those residing in
the first and second Senate Districts, and to all others at the
8
New-York State Bank in the city of Albany, on the first days
of January, April, July and October in each year, or when
either of those days shall fall on Sunday, on the succeeding
Monday.
XVIII. To obtain the payment of interest it will not be ne¬
cessary to produce the certificate of stock.
XIX. Interest will be paid to the person entitled to receive
it on his signing a receipt therefor at the transfer office, or on
his order or letter of attorney, acknowledged or proved in the
same manner, and before one of the officers, enumerated in
regulation VIII, as authorized to take the acknowledgment of
powers of attorney to transfer stock. A form of such order
and letter is annexed, marked B.
BATES COOKE, Comptroller.
J. C. SPENCER, Sec'y of State.
WILLIS HALL, Atty-General.
0. L. HOLLEV, Surv^r-General.
JACOB HAIGHT, Treasurer.
Conûrs of the Canal Fund.
Albany, July 27, 1840.
SCHEDULE OF FORMS.
[It is not expected that the following forms will be followed
verhatim. They are furnished for the convenience of those
who may have occasion to use them, and exhibit what will be
required in substance.]
( A. )
No. 1.
Form of Assignment and Power of Attorney to transfer stock.
Know all men by these presents, that I Abraham Jackson,
[or, that we Abraham Jackson and John Stiles, constituting
the firm of Jackson <^- Stiles,] [or, that I Abraham Jackson,
one of the firm of Jackson 4" Stiles,] [or, that the president,
directors and company of the Bank of America in the city of
New-York,] having sold to Thomas Jones for a valuable consi¬
deration, ten thousand dollars of stock issued in behalf of the
people of the State of New-York for the enlargement of the
Erie canal, [or, as the stock may be] for which a certificate has
been granted to me, [or to the firm of Jackson Stiles,] [or
to us,] [or to the said Bank] dated the first day of July one
thousand eight hundred and forty- , and numbered 54. I,
[or we, or the said Bank,] do hereby constitute and appoint
George W. Heelas of the city of New-York my [or our] true
and lawful attorney for me [or us, or the said Bank,] to assign
and transfer the said stock to the said Thomas Jones, and to
do and perform whatever may be requisite to effect such trans¬
fer, and for that purpose one or more attorneys under him to
make and substitute ; hereby ratifying whatever ray [or our]
said attorney, or any substitute by him appointed, shall do by
virtue hereof. In witness whereof have hereunto set
hand and seal the day of 1840, [or, in witness where¬
of the president [or cashier] of the said bank has subscribed
his name and caused the seal of the said corporation to be
hereunto affixed this day of 1840,
Executed in the presenceof
2
10
No. 2.
Form of a general power to sell and transfer stock.
Know all naen by these presents, that I, Abraham Jackson,
do hereby constitute and appoint George W. Heelas, of the
city of New-York, my true and lawful attorney, [or James G.
King, John f. Palmer, and William Bard, jointly and seve¬
rally, my lawful attorneys,] for me and in my name, to sell,
assign, and transfer to any person or persons, ten thousand dol¬
lars of the stock issued for a loan made in behalf of the State
of New-York, for the Genesee Valley canal, and for which
two certificates for five thousand dollars each have been grant¬
ed to me, dated the 16th day of July, in the year 1840, one of
them numbered 134, and the other numbered 220, and to per¬
form all lawful acts requisite to effect such transfer, and with
power to make and substitute one or more attorneys under him
[or them] for the said purpose ; hereby ratifying and confirm¬
ing all that my said attorney, or any substitute by him ap¬
pointed, shall do in the premises, by virtue hereof, dec. In
witness whereof, &c.
These powers of attorney are to be acknowledged or
proved as directed in the Regulations, and a certificate of such
proof or acknowledgment is to be endorsed on the power, in
the form hereinafter given.
A power by a corporation should be acknowledged by its
proper officer, and must be accompanied by a copy of the reso¬
lution of its board of directors or trustees, authenticated
under its seal, authorizing the transfer intended to be made.
( B. )
No. 1.
Forms of orders, ^c. to receive interest on stock.
The Commissioners of the Canal Fund of the State of New-
York, are requested and authorized to pay to Thomas Jones,
the interest due on the first day of July, 1840, upon ten thou¬
sand dollars of stock issued by the said state for the enlarge-
11
ment of the Erie Canal, for which a certificate was granted to
the subscriber, dated March 20, 1839, and numbered 225.
Dated June 15, 1840.
In the presence of
No. 2.
Know all men by these presents. That I, Abraham Jackson,
do hereby constitute and appoint Thomas Jones, of the city of
New-York, my true and lawful attorney for me, and in my
name, to receive of the Commissioners of the Canal Fund of
the State of New-York, and of such other ofi&cers and persons
as may be authorized to pay the same, the interest now due,
and which may hereafter accrue, upon ten thousand dollars of
stock issued by the said State for the enlargement of the Erie
canal, and for which two certificates have been granted to me,
each for five thousand dollars, dated March 20, 1840, and num¬
bered 223 and 224, and which certificates now belong to me ;
and to perform all acts requisite to obtain the said interest ;
and for that purpose one or more attorneys under him to sub¬
stitute ; hereby ratifying whatever my said attorney, or any
substitute appointed by him, may do in the premises, by virtue
hereof.
In witness whereof, I have hereunto set my hand and seal
this 1st day of August, 1840.
In presence of
( C. )
Form of certificates of acknowledgment or proof to he endorsed
on a power of attorney to transfer stock, and on an order
or power to receive interest.
No. 1.
Certificate of Acknowledgment.
To whom these presents shall come: Be it known, that on
this 10th day of August, 1840, the within named Abraham
Jackson, to me personally known, appeared before me, the sub¬
scriber, a notary public of the Kingdom of France, duly com¬
missioned and sworn, [or Consul of the United States for the port
of Havre, in the Kingdom of France—or whatever may be the
style of the officer,] and acknowledged that he had executed
the within instrument.
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In testimony whereof, I have hereunto affixed my seal of
office and subscribed my name, the day and year afore¬
said.
, Notary Public.
[Wherever the officer has a seal of office, it should be affix¬
ed. If he have none, the clause referring to it will of course
be omitted.]
If ffie party making the acknowledgment is not perso¬
nally known to the officer, then the expression, " to me perso¬
nally known," should be struck out, and the following added at
the end of the certificate : " at the same time appeared before
me, William Brown, who being duly sworn, deposed, that he
resided in Havre aforesaid, and that he knew the said Abraham
Jackson to be the same person described in and who executed
the within instrument."
No. 2.
Certificate of proof by a subscribing witness.
To whom these presents shall come : Be it known, that on
this 10th day of August, 1840, William Brown, to me perso¬
nally known, appeared before me the subscriber, a notary pu-
lic, &;c. [as before] and being by me duly sworn, deposed, that
he saw Abraham Johnson execute the within instrument, who
was at the time known to him to be the same person described
in, and who executed the same : that he subscribed his name
thereto as an attesting witness, and that he resides in Marseilles,
in France.
In witness whereof, I have hereunto affixed my seal of office
and subscribed my name, the day and year aforesaid.
XlCr' If ffie witness is not personally known to the officer,
the statement of that fact in the certificate should be omitted, and
the following should be added at the end of it ; "And I further
certify, that at the same time appeared before me William Lam¬
bert, who being by me duly sworn, deposed, that he resides in
the city of London, in England, and that he knows the said
William Brown to be the same person who was a subscribing
witness to the execution of the within instrument.
In witness, dec.
[The following sections of Chapter 288 of the laws of 1840,
relating to the issue and transfer of State stocks, are publish¬
ed for the information of those concerned.]
AN ACT
Respecting State stocks, the Commissioners of the Canal Fund
and the Canal Board.
[Passed May 13, 1840.]
The People of the State of New-York, represented in Se¬
nate and Assembly, do enact as follows :
§ 1. The commissioners of the canal fund are hereby au¬
thorized to contract, in behalf of the people of this state, with
any bank in the city of New-York, to establish an office in
such bank for the issue and transfer of certificates of any stock
authorized by the laws of this state, for any loans made in its
behalf by the Comptroller or the said commissioners, and tO'
allow such compensation as shall be reasonable for conducting
the said business. The said commissioners may change or
terminate any such contract, and make other like contract with
any bank in the city of New-York.
§ 2. The bank with which any such contract shall be made,
shall be responsible to the people of this state for the faithful
and safe conducting the business of the said office, for the
fidelity and integrity of the officers and agents of the bank em¬
ployed in such office, and for all loss or damage which may re¬
sult from any omission to discharge their duties, and for any
improper or incorrect discharge of those duties.
§ 3. All certificates of stock, heretofore or hereafter issued
under the authority of this state for any loan made in its be¬
half, by the Comptroller or the said commissioners, shall be
transferable only at the office so established, according to the
regulations which shall be prescribed by the said commis¬
sioners, which regulations shall be obligatory on all persons
having any interest in such certificates.
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§ 4. Certificates of stock which shall be hereafter issued
for any loan authorized in behalf of the people of this state,
shall be prepared, numbered, signed and issued in the manner
provided by chapter three hundred and twenty of the laws of
eighteen hundred and thirty-one, except that the same may be
in any sums not less than one hundred dollars, as the commis¬
sioners of the canal fund may direct ; but in addition to the
signature of the Comptroller he shall cause such certificate to
be sealed with his seal of office, and the same shall be counter¬
signed by the president or cashier of the bank in which such
transfer office shall be established, who shall also countersign
the memorandum in the margin of the book from which any
certificate shall be cut.
§ 5. The commissioners of the canal fund may prescribe
such further and other regulations as they may deem necessary
to guard against the issue or transfer of any stock without au¬
thority, and for the keeping and rendering the accounts of the
transactions of the transfer office, and for requiring vouchers of
all transfers made ; and upon the rendering of such accounts
and vouchers, to furnish the bank with which such contract shall
be made proper evidences thereof ; and they, or any one of them,
or any person deputed by them for that purpose, may, during
the usual hours of business, inspect the books, papers and ac¬
counts in the said office.
§ 6. Any person, firm or company, or any number of per¬
sons, firms or companies, holding or intending to hold and own
.any certificate of stock heretofore or hereafter issued under the
authority of this state, may, by an instrument in writing, sign¬
ed by them and duly acknowledged or proved, in the manner
required by law to entitle any conveyance of land to be record-
ad, designate and depute the person or persons who shall exe¬
cute powers of attorney, authorizing the transfer of any such
certificates of stocks, then or thereafter to be held and owned
by such person or persons, firm or firms ; and may, in like
manner, modify or revoke such instrument ; and all transfers
of such certificates of stock, made pursuant to powers of attor¬
ney executed by the persons so designated, shall be valid and
effectual to pass the interest of all the parties who executed
15
such instrument, in any certificates of stocks of which the said
parties shall be, or shall thereafter become the legal owners,
until such instrument of modification or revocation, duly ac¬
knowledged or proved in manner aforesaid, shall be served at
the transfer office established under this act.
§ 7. If any such certificate of stock shall be held by any
firm or company, in hypothecation, pledge or deposite, or in
trust for the benefit of others, and the purpose of holding the
same shall be expressed in the instrument, designating persons
to authorize the transfer of the said certificates, such instrument
shall not be deemed revoked by the death or withdrawal from
such firm of any member thereof, so long as such firm or com¬
pany shall continue to exist.
^ 8. Powers of attorney to transfer any certificates of stock,
acknowledged or proved before any officer authorized to take
the proof of conveyances of land in this state, in the manner
required to entitle such conveyance to be recorded, or acknow¬
ledged by a resident of any foreign country, before a public no¬
tary of such country, by the party holding such certificate, or
his agent empowered or designated for that purpose, shall au¬
thorize the transfer of such stocks, subject to the regulations
that may be prescribed as herein before provided.
§ 9. When it shall satisfactorily appear, on due proof, to the
commissioners of the canal fund, that any certificate of stock
issued for any loan made in behalf of this state, has been lost
or casually destroyed, they may authorize the issuing to the
lawful owner of such stock a new certificate, corresponding in
date, numbers and amount with the certificate so lost or de¬
stroyed, but expressing on its face that the same is a renewed
certificate ; but no such renewed certificate shall be issued un¬
til good security be given to satisfy the lawful claim of any
person or persons to the said original certificate, or to any in¬
terest therein. The proofs on which such renewed certificates
are issued shall be filed with the clerk of the said commis¬
sioners, and they shall report annually to the legislature the
number and amount of the renewed certificates so issued.
§ 10. In case of the death of any person in any other state
or foreign country, who at the time of such death was the lawful
16
owner of any certificate of stock issued for any loan made in
behalf of this state, if it shall appear, by the decision of any tri¬
bunal of competent jurisdiction in the country of which such
person was a resident at the time of his death, that such certifi¬
cate has been devised to any person or persons, or that any re¬
lative of such deceased person has, by the law of such country,
succeeded to his right and interest in such certificate, the com¬
missioners of the canal fund may, in their discretion, authorize
the issuing of new certificates of stock to the person or persons
so entitled, on the delivery to them of the original certificates,
and on security being given, if they shall require the same, to
satisfy the lawful claim of any person or persons to the said
original certificate, or any interest therein. The death of the
grantor of any power of attorney in any other state or country
shall not be deemed a revocation of such power, as against any
bona fide assignee of such stock, until actual notice of such
death.
§11. Where letters testamentary shall have been granted on
the personal estate of any person who, at the time of his death^
was a resident of any other state or foreign country, and was
the lawful owner of any such certificate of stock, by the com¬
petent tribunal of the country in which such person died, or
where judicial evidence of the appointment, by any such per¬
son, of an executor of his personal estate, or of the appoint¬
ment of any person having, by the laws of such country, the
• right to take possession of such personal estate, shall be given
to the commissioners of the canal fund, they may authorize the
issuing of new certificates of stock to such executor or person,
in place of such original certificate, upon the surrender to them
of such original certificate ; and on such security being given
to them as they may require to satisfy the lawful claim of any
other person or persons to the said original certificate, or to any
interest therein.