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Sec. 3. When the certificate shall have been recorded and filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall, for the term agreed upon, not exceeding twenty years from the filing of such certificate in the office of the Secretary of the Commonwealth as aforesaid, be a body politic and corporate in fact and in law, by the name stated in such certificate, and by that name have succession, and be capable of suing and being sued, and shall, by their corporate name, be capable in law of purchasing, holding, and conveying any real or personal estate whatever, necessary or convenient to enable the said company to carry on the business or operations named in such certificate, not exceeding two thousand acres,
Sec. 4. The stock, property, and affairs of said company shall be managed by not less than five, nor more than thirteen directors, a majority of whom in all cases shall be citizens of this State, who shall respectively be stockholders therein, and who shall, except as provided in the first section of this act, be elected at a general meeting of the stockholders, to be held at such time and place annually as shall be directed by the by-laws of the company, of which time and place public notice shall be given for at least two successive weeks next preceding said general meeting and election, in at least two newspapers printed in the county where the operations of the company shall be carried on, if so many are printed therein, and if so many are not printed therein, then in papers having circulation in said county printed in an adjoining county; and the election shall be made by such of the stockholders as shall attend either in person or by proxy. All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in said company, but no person shall in any case be entitled to more than one-third of the whole number of votes to which the holders of all the shares in the capital stock of such company would be entitled. No stockholder, females excepted, residing within ten miles of the place appointed for such general meeting or election, shall vote by proxy, nor shall any person vote as proxy for more than two absent stockholders ; the persons receiving the greatest number of votes at any such election, shall be directors, and when any vacancy shall happen among the said directors by death, resignation, removal from the State, or otherwise, it shall be filled for the remainder of the year in such manner as may be provided by the by-laws.
Sec. 5. In case it shall happen at any time that an election of directors shall not be made on the day designated by the by-laws, the company for that reason shall not be dissolved, but it shall be lawful on any other day within the next succeeding sixty days to hold an election for directors, in such manner as shall be provided by said bylaws, and all acts of the directors in office, at the time of such omission to elect, shall be valid and binding upon the company until their successors are elected.
Sec. 6. There shall be a President of the company, who shall be designated from the directors of the company, and shall be elected or chosen in such manner as shall be provided by the by-laws, and there shall also be a Treasurer and Secretary, not of the number of directors, who shall
, in the first instance, be appointed by the directors, to serve until the next annual election, at which election, and annually thereafter, they shall be elected by the stockholders, in such manner as shall be provided by the bylaws, and shall hold their offices respectively during the pleasure of the stockholders, but may be removed for cause, to be assigned in writing by the directors, and entered on the minutes of their proceedings, and any vacancy in the office of Treasurer or Secretary shall be filled by the directors, until an election shall be had by the stockholders. The persons appointed to receive the amount paid in on the stock subscribed, as provided in the first section of this act, shall pay over the amount so received to the Treasurer, or to such other person as the directors may designate, and the said Treasurer, before he enters upon the duties, shall execute a bond, with such securities as may be deemed proper by the directors, conditioned for the faithful discharge of his duties, and to account for all moneys, books, papers, and effects he may receive as such Treasurer, which bond shall be renewed annually: Provided, That nothing herein contained shall prevent the offices of Treasurer and Secretary being filled by the same individual, if the company may so desire it.
Sec. 7. The capital stock of the said company shall be called in and paid in money, at such times and in such proportions or instalments as the directors may require, of which public notice shall be given for at least two successive weeks next preceding the time or times appointed for that purpose, in the newspapers herein before designated; and if any stockholder shall neglect to pay such proportion or instalment, or any part thereof, at the time or times appointed, he, she, or they shall be liable to pay
in addition to the amount so called for and unpaid, at the rate of 1 per cent per month for the delay of such payment, and if the same and the additional penalty or any part thereof, shall remain unpaid for the period of two months, he, she, or they shalí
, at the discretion of the directors, forfeit to the use of the company all right, title, and interest in and to every and all share or shares, on account of which such default in payment may have been made, or the directors may, at their option, cause suit to be brought for the recovery of the amount due, together with the penalty of 1 per cent per month as aforesaid. In the event of a forfeiture as aforesaid, the share or shares so forfeited may be disposed of at the discretion of the directors, is such manner as may be prescribed by the by-laws. No stock holder shall be entitled to vote at any election, or at any general or special meeting of the stockholders, on whose share or sbares
any instalment or arrearages may be due and unpaid for the period of thirty days.
SEC. 8. The directors of such company, a majority of whom shall form a quorum for the transaction of business, shall keep minutes of their votes and proceedings in a suitable book to be kept for that purpose; they shall have power to make such by: laws as they shall deem proper for the management and disposition of the stock and business affairs of the company, subject, however, to the revision and approval of the stockholders, and not inconsistent with the laws of this Commonwealth, and provided for the appointment and prescribing the duties of all officers, agents, factors, artificers, and other persons that may be employed, and for carrying on all kinds of business within the objects and purposes of such company, but it shall not be lawful for any such company to use any part of its capital stock or other funds for any banking purposes whatever, nor in the purchase of any stock in any other corporation, nor shall the company make loans to any stockholder or officer of said company, or to any one, on security of its own stock.
Seo. 9. The stock of such company shall be deemed personal estate, and shall be transferable in a suitable book to be kept by the company for that purpose, in person or by attorney, duly authorized, in presence of the President or Treasurer, but no share or shares shall be transferable until all arrears or previous calls thereon shall have been fully paid in, or the said shares shall have been declared forfeited for the nonpayment of the calls thereon in the manner hereinbefore provided : Provided, That no such company shall commence operations until 50 per cent of the stock subscribed shall be paid. All the stockholders in any company incorporated under the provis on 3 of this act, shall be jointly and severally liable in their individual capacities for all debts and contracts made by such company, to the amount remaining unpaid on the share of stock by them respectively held, until the whole amount of the capital stock, as fixed and limited by the said company as in this act provided, shall have been paid in, and a certificate thereof shall have been made and recorded, as prescribed in the following section.
Sec. 1o. The President and directors, with the Treasurer and Secretary of every company incorporated under the provisions of this act, within thirty days after the payment of the last instalment on the first half of the amount of capital stock, as fixed and limited by the company, and of each subsequent instalment, shall make a certificate, stating the amount of the capital so paid in, which certificate shall be signed by said President, Treasurer, Secretary, and a majority of the directors, and verified by the oath or affirmation of said President and Treasurer, and they shall, within the said thirty days, cause the said certificate to be recorded in the office for recording deeds in the county where the chief business of the company shall be carried on as aforesaid.
Sec. 11. Every such company incorporated as aforesaid shall publish for two successive weeks, in the month of December, annually, in the newspapers before mentioned, a notice or statement showing the amount of its capital stock subscribed, the amount thereof actually paid in, and the amount of its debts, as they severally existed on the last day of November immediately preceding, which notice or statement shall be signed by the President, Treasurer, and Secretary, under oath or affirmation. Sec
. 12. In case of the dissolution, failure, or insolvency of any company incorporated under the provisions of this act, all debts due or owing to operatives or laborers for services performed for such company for any period, shall first be provided for and paid out of the effects or assets of said company.
Sec. 13. At each and every annual meeting of the stockholders of any company, to be held as hereinbefore provided, the President and directors for the year preceding shall lay before them a full and complete statement of the affairs of the company for
the twelve months immediately preceding, exhibiting, under the various appropriate heads, the amount of money received, and from what sources, the amount disbursed, and for what purposes, the amount of the debts of the company, and the balance remaining with the company.
SEC. 14. Dividends of so much of the profits of any such company as shall appear advisable to the directors shall be declared in the months of June and December, annually, and paid to the stockholders or their legal representatives at any time after the expiration of ten days from the time of declaring the same, but the said dividends shall in no case exceed the amount of the net profits actually acquired by the company, so that the capital stock shall never be impaired thereby; and if any dividend shall be declared and paid which shall impair the capital stock of said company, the directors consenting thereto shall be jointly and severally liable, in their individual capacities, for all the debts of the company then existing, and all that shall thereafter be contracted, so long as they respectively continue in office: Provided, That if any director shall be absent at the time of declaring such dividend, or shall object thereto, and shall, within the ten days above named, file a certificate of his absence or objection, in writing, with the Treasurer of the company, and cause a copy thereof to be recorded in the office for recording of deeds in the county in which the operations of the company are carried on, as aforesaid, he shall be exempt from said liability, except as stockholder.
Sec. 15. That within thirty days after the declaration of any dividend by any company incorporated under the provisions of this act, the amount of State tax to which the stock of such company may be liable, shall be paid into the State Treasury, and a statement under oath or affirmation of the President or Treasurer of such dividend shall be communicated to the Auditor General.
Sec. 16. The copy of any certificate of incorporation recorded and filed in pursuance of this act, duly certified by the Recorder of the proper county to be a true copy of such certificate, shall be received in all courts and places as evidence of the incorporation of such company, if the said certificate shall conform to the provisions of this act.
Sec. 17. Persons holding stock in any such company, as executors, administrators, guardians, or trustees, shall not be personally subject to any liability as stockbolders of such company, and the estates and funds in the hands of such executors, administrators, guardians, and trustees, shall be liable in their hands in like manner and to the same extent as the testator or intestate, or the ward or person interested in such trust fund would have been, if they had respectively been living and competent to act, and held the same stock in their own names: Provided, That nothing herein contained shall be construed as authorizing investment by trustees, executors, or guardians, in such stock.
Sec. 18. Every such executor, administrator, guardian, or trustee may represent the shares of stock in his hands at all meetings and elections of the company, and may vote accordingly as a stockholder.
Sec. 19. Whenever any company, embraced in the provisions of this act, shall dosire to call a meeting of the stockholders for the purpose of increasing or diminishing the amount of the capital stock, or for extending its business, it shall be the duty of the directors to publish a notice, signed by at least a majority of them, in the newspapers hereinbefore mentioned, at least three successive weeks, and to deposit a written or printed copy thereof in the post-office, addressed to each stockholder at his usual place of residence, at least two weeks previous to the day designated for holding such meeting, which notice shall specify the object of meeting, the time and place, when and where such meeting shall be held, the amount to which it is desired to increase or diminish the capital, and the business to which it is proposed to extend the operations of the company.
Sec. 20. If, at the time and place specified in the notice provided for in the preceding section, stockholders shall appear in person or by proxy, representing not less than two-thirds of all the shares of the stock of the corporation, they shall organize by choosing one of the directors, if present, and if not, then one of the stockholders, as chairman of the meeting, and some suitable person as secretary, and the chairman shall appoint two of the stockholders present to act as tellers, when they shall proceed to a vote of those present in person or by proxy, as provided in the fourth section of this act, and if, on canvassing the votes given, it shall appear that the holders of two-thirds of all the shares composing said capital, have voted in favor of increasing or diminishing the amount of the capital stock, or of extending its business, as the
case may be, then and not otherwise, a certificate of the proceedings shall be made out, showing a compliance with the provisions of this act, the amount of capital actually paid in, the business to which it is extended, the whole amount of the debts and liabilities of the company, and the amount to which the capital shall be increased or diminished, which certificate shall be signed by the said chairman, secretary, and tellers, and verified by their respective oaths or affirmations. The said certificates, when so signed and verified, shall be recorded, and a certified copy thereof filed in the office of the Secretary of the Commonwealth, as provided in the first section of this act, and when so recorded and filed, the capital stock of such corporation shall be increased or diminished to the amount specified in such certificate, and the business extended according to the vote of the stockholders as aforesaid.
Seo. 21. Every such company so increasing or diminishing its capital stock as aforesaid, shall have power to receive and hold such real estate as may be necessary or convenient for the objects and purposes of the corporation, and no more.
Sec. 22. The total amount of the debts and liabilities of any such company, shall never exceed three times the amount of its capital actually paid in; and if any debts or liabilities shall be contracted exceeding said amount, the directors and officers contracting the same, or assenting thereto, shall be jointly and severally liable, in their individual capacities, for the whole amount of such excess.
Seo. 23. In any action brought to enforce any liab ity under the provisions of this act, the plaintiff may include as defendants any one or more of the stockholders of such company claimed to be liable therefor, and if judgment be given in favor of the plaintiff for his claim, or any part thereof, and any one or more of the stockholders, so made defendants, shall be found to be liable, judgment shall be given against him or them; the execution upon each judgment shall be first levied on the property of such company, if to be found in the county where the chief business of the company is carried on, and in case such property as is sufficient to satisfy the same, cannot be found in said county, the deficiency, or so much thereof as the stockholder or stockholders, defendants in such judgment, shall be liable to pay, shall be collected of the property of such stockholder or stockholders, on the payment of any judgment aforesaid, or any part thereof, by one or more stockholders, the stockholder or stockholders so paying the same shall be entitled to have such judgment, or so much thereof as may have been paid by him or them, assigned to him or them for his or their benefit, with power to enforce the same in manner aforesaid, first against the company; and in case the amount so paid by him or them, shall not be collected of the property of the company, then rateably against the other stockholders, if any such there be, originally liable for the claim on which such judgment was obtained, but no stockholder shall be personally liable for the payment of any debt contracted by such company, unless suit for the collection of the same shall be brought against such company within six years after such debt shall have become due.
SEC. 24. It shall be the duty of the directors of every such company, to cause a book to be kept by the treasurer or secretary thereof, at the office or principal place of business of the company, which shall contain the names of all persons, alphabetically arranged, who are, or who shall, within one year have been stockholders of such company, showing their places of residence, the number of shares of the stock held by them respectively, and the time when they respectively became the owners thereof, and the amount paid on such shares, and the total amount of capital stock paid in, which book shall
, at the end of the year, be carefully preserved in the office of the company for future reference, and shall, during the usual business hours of the day, on every business day, be open for the inspection of all persons who may desire to inspect the same, and any and every person shall have the right to make extracts from such book, and no transfer of stock shall be valid for any purpose whatever, except to render the person to whom it is transferred liable for the debts of the company, according to the provisions of this act, until it shall have been entered therein as required by this section, by an entry showing by and to whom the same has been transferred; such book shall be prima facie evidence of the facts therein stated in favor of the plaintiff in any suit or proceeding against such company, or against any one or more stockholders; and if any such company shall peglect or refuse to keep such book, or to make, or cause to be marle, any proper entry therein, or shall, on application made to any director or officer thereof, neglect or refuse to exbibit the same, or to allow extracts to be taken therefrom, as hereinbefore required, such company shall forfeit and pay to the party aggrieved, fifty dollars for each and every day it shall so neglect or refuse as aforesaid, recoverable by eaid party as in other cases of claims against such company.
Sec. 25. Special meetings of the stockholders in any such company shall be held at the request of the president, or at the request of any number of stockholders representing not less than one-fourth of the whole number of shares in the capital stock of such company, giving at least two weeks' public notice in the newspapers hereinbefore mentioned, of the time and place designated for holding the same, and stating specifically the objects of such meeting, and the objects stated in such notice, and no other, shall be acted upon at such meeting, nor shall any business be transacted at any such special meeting, unless a majority of all the shares in the stock of such company shall be there represented, but the meeting may adjourn from time to time, or until such majority shall be present.
Šec. 26. The Legislature reserves the right to amend, alter, or repeal this act, in such manner, however, as shall do no injustice to the corporators, but such amendments, alteration or repeal, shall not take away or impair any remedy given against any company created in pursuance of the provisions of this act, its stockholders or officers, for any liabilities which shall have been previously incurred.
CONNECTICUT COPPER MINES. We learn from the “ Farmer and Mechanic," that the copper mines of Bristol are exciting a good deal of interest among capitalists and scientific men at this time. Their product, and the number of men employed, has greatly increased within a brief period. A gentleman from Bristol has stated that not less than 300 were now at work in them. They are regarded by many as the most profitable mines now worked in the United States, not excepting the copper mines of Lake Superior, or the gold diggings of Georgia and North Carolina. The most distinguished scientific man in the State, Professor Silliman, has expressed the confident opinion that they extend from Bristol in a southerly direction toward Hampden, for a distance of more than thirty miles, and if thoroughly worked would be sufficient to give profitable employment to 30,000 miners. These mines already furnish a large amount of tonnage to the Canal Railroad, and will doubtless afford at least an equal amount to the Hartford and Bristol Railroad, when that work is completed, which it will be by the 1st of November, 1849.
James L. Miller, of New York, says, in a letter addressed to Messrs. Starr and Alburtis, the editors of the “ Farmer and Mechanic,” that he has recently "visited the copper mines now opening in the town of Plymouth, Litchfield county, Connecticut, and much to my surprise fiud a large strong vein at the depth of 35 feet, producing good specimens of copper ore, with every indication that the code contained in the vein will yield a copper ore of as good quality, and as large a quantity, as the mine DOW wrought at Bristol has ever produced. The vein runs from east to west, with a vertical dip, cutting the geological formation of the mountain at right angles, forming what is called a rake vein.”
IMPROVED MACHINERY FOR SPINNING YARN. Mr. George H. Dodge, of Attleborough, Mass., has invented a valuable improvement in machinery for spinning winding yarn, being a combination of the self-acting mule and throstle, and having many advantages over the common method of spinning, and equally applicable for tilling and warp. In the room usually occupied for 1,000 mule spindles, 1,500 may be placed, which will do the work of 3,000 spindles. It occupies the usual space required for warp spinning, but will, it is said, spin 50 per cent more yarn to the spindle than the best ring bobbin spindle in use, and with a saving of two-fifths of the power. It is estimated to spin 100 per cent more yarn than the flyer spindle, and with one-half the power compared to the quantity. The spindle is more durable than the common one in use, being tapered to the top, and their being no bobbins or check pins used, it maintains its balance at any speed required. It is not liable to get out of order, and is much more convenient to piece up the ends when broken, than the bobbin frame. Messrs. Dodge & Suns have their entire mill upon this method of spinning, and say that from twenty-nine years' practical experience with other spinning, they believe it to be the best in use, and know that it is worthy the attention of manufacturers.
They are daily producing more yarn from 2,320 spindles, than they were able to do from about 4,600 spindles of the old plan commonly used, and have averaged the product of the above 2,320 spindles for nineteen successive weeks, without making VOL. xxi.-NO. 1.