ing how

ed.

Election of

pany shall be called by a notice, signed by a majority of First meetthe persons named in the articles of association, designating and by the time and place and purpose of such meeting,; and such whom callnotice, for one week at least before the time of the meeting, shall be published in one or more newspapers of the county, where the company may be established, or, if no newspaper is published in the county, in a newspaper published in an adjoining county; at which first meeting there shall be elected a board of directors, president, secretary, and treas- Directors. urer, to hold their offices until the second Monday of January next succeeding such election, and until others are chosen in their stead; on the second Monday of January of each year, at such time and place as a majority of the directors may appoint, the stockholders shall meet for the purpose of electing a board of directors and other officers for the ensuing year; and public notice shall be given of the time and place of holding such election, by advertisements for ten days, in one or more newspapers, published as a foresaid.

be managed

7. And be it enacted, That the business of the company Business to shall be managed and conducted by the board of directors by Board of thereof, who shall not be less than three in number, and re. Directors. spectively stockholders thereof, a majority shall be residents of this state; and any vacancy in said board of directors Vacancies may be supplied by the survivors until the next annual how filled. election; all other officers, agents, and factors of the company, shall be chosen in such manner and hold office for such term as shall be directed by the by-laws.

officers.

8. And be it enacted, That the duties of all officers, agents Duties of and factors, shall be designated by the board of directors; the treasurer shall give a bond in such sum and with such Treasurer's sureties as the board of directors may require for the faithful discharge of his duties.

bond.

erty.

9. And be it enacted, That the shares of stock shall be shares perdeemed personal property, and transferable on the books of sonal propthe company in such manner as the by-laws may provide; the directors of such company, from time to time may assess Assessupon each share such sums of money, not exceeding in the aggregate the par value of each share, and shall direct the treasurer, to give thirty days notice of the time the payment thereof shall be due and payable.

ments.

10. And be it enacted, That whenever the owner or owners Failure to of such shares neglects to pay the sum or sums duly as- ments to

pay assess

feiture of

stock.

Proviso.

work for sessed thereon, for the space of thirty days after the time appointed for the payment thereof, the treasurer may sell at public auction such number of shares of the delinquent owner or owners, as will pay all the assessments then due from him or them, with interest, and all necessary incidental charges; provided, he shall give notice of the time and place appointed for such sale, and of the sum due upon each share, by advertising the same for three successive weeks in a newspaper, circulating in the county where such company is established; the treasurer, upon making such sale, shall transfer such shares to the purchaser, who shall be entitled to a certificate therefor.

Elections how conducted.

Certificate of amount of stock paid in, to be made.

No payment for

stock to be by note or

other obligation.

May in

reduce cap

11. And be it enacted, That all elections shall be conducted by ballot; such of the stockholders as shall attend for that purpose, either in person or by proxy, shall be entitled to one vote for each share of stock held by him; one-fourth of the whole number of shares of stock shall constitute a quorum for the transaction of business.

12. And be it enacted, That the president and directors, with the secretary and treasurer of such company, within thirty days after the payment of the last installment of the capital stock, so fixed and limited by the company, shall make a certificate, stating the amount of capital so fixed and paid in in cash; which certificate shall be signed, and sworn or affirmed to by the president, secretary, treasurer, and a majority of the directors; and shall within thirty days cause the same to be recorded in a book, to be kept for that purpose in the office of the clerk of the county, where the business of the company is conducted.

13. And be it enacted, That no note or obligation, given by any stockholder, whether secured by any pledge or otherwise, shall be considered as payment of any part of the capital stock; and no loan of money shall be made to a stockholder therein; and if any such loan is made to a stockholder, the officers who make it, or assent thereto, shall be jointly and severally liable to the extent of such loan and interest thereon, for all the debts of the company, contracted before the repayment of the sum so loaned.

14. And be it enacted, That such company, by a vote of crease or two-thirds in interest of the stockholders, or their legal repital stock. resentatives, at any meeting called for that purpose, may increase or reduce its capital stock, and in such case a certificate of the proceedings, signed and acknowledged as is pro

of increase

to be filed.

vided in section twelve shall, within thirty days after the Certificates passing thereof, be recorded in said book in the clerk's office or decrease of the county wherein the business of the company is con-" ducted; and if any such officers neglect or refuse to per- Penalty for form the duties required of them in this section of the act, they shall be jointly and severally liable for all debts of the company contracted after the expiration of the said thirty days and before such certificate is recorded as aforesaid.

neglect.

declared

pany is in

Penalty.

Proviso.

15. And be it enacted, That dividends of the profits of the Dividends company may be declared at any time by the board of di- shall not be rectors, and if they declare a dividend when the company is when cominsolvent, or wher the payment thereof would render it in- solvent. solvent, they shall jointly and severally be liable for all debts of the company then existing and for all thereafter contracted, so long as they respectively continue in office; provided, they shall be liable only in an amount not exceed ing the amount of such dividend; and if any are absent at the time of making such dividend, or object thereto at such time, and file their objections in writing, with the secretary of the company, and publish the same in a newspaper circulating in the county where the company is located, such directors shall be exempted from such liability; and the stockholders shall be liable to refund any dividend unlawfully made and received by them.

up capital.

Directors

liable for excess.

16. And be it enacted, That the whole amount of the debts Debts of which such company may owe at any time shall not ex-shall not ceed the amount of the capital stock actually paid in; in exceed paid case of excess the directors under whose administration it happens, shall be jointly and severally liable to the extent of the excess for all debts of the company then existing, and for all contracted so long as they respectively continue in office until the debt is reduced to said amount of capital stock; provided, any director absent at time of contracting Proviso. any debt contrary to the foregoing provision, or being present and objecting thereto, shall be exempt from such liability by forthwith giving notice of the fact to the stockholders at a meeting which they may call for that purpose.

tain cases

17. And be it enacted, That whenever for want of sufficient Meetings by-laws for the purpose, or officers duly authorized, or from may in cerimproper neglect or refusal of such officers, or from other be called by legal impediment, a legal meeting of the company cannot holders. be otherwise called, three or more stockholders thereof may

three stock

Officers may be elected

pro-tempore.

Liabilities

of officers.

How action shall be brought.

May be

bill in chan

cery.

call a meeting of the company by giving ten days' notice in a newspaper circulating in the county wherein the business of the company is conducted; and such meeting so called, shall be a legal meeting of the company; and if no officers of the company are present, whose duty it is to preside at a meeting, the stockholders present may elect officers for the meeting, and it shall be the duty of the secretary of the company to record the proceedings of such meeting in the book of minutes of the company.

18. And be it enacted, That when any officer of such company or the stockholders thereof are liable by the provisions of this act, to pay the debts of the company or any part thereof, any person to whom they shall be so liable may have an action on the case against one or more of such officers or stockholders, and the declaration in such action shall state the claim against the company and the ground on which the plaintiff' expects to charge the defendants personally; and such action may be brought notwithstanding the pendency of any action against the company for the recovery of the same claim or demand; and both of such actions may be prosecuted, until the plaintiff obtains the debt and costs of both actions.

19. And be it enacted, That when any of the said officers brought by or stockholders are liable, as mentioned in this act, for the debts of such company, or any part thereof, the person to whom they are so liable may, instead of the proceedings mentioned in this act, have his remedy against such officers or stockholders by a bill in chancery.

Officers or stockhold

ers may reCover

money paid

20. And be it enacted, That any officer or stockholder of such who has paid any debt of the company for company which he is liable under the provisions of this act, may refor debts of cover the amount so paid in an action against such company for money paid for their use, in which action the property of the company only shall be liable to be taken, and not the property of any stockholder.

company.

Names of officers

shall be

Buyer

21. And be it enacted, That every agent or other person having charge of any property of such company, on request furnished of any public officer having for service a writ of execution against such company, shall furnish the names of the directors and secretary, or stockholders thereof, and a schedule of all its property, including debts due or to become due to the company, so far as he may have knowledge of the same.

bearing a

writ of ex

ecution.

22. And be it enacted, That if any such officer holding an

ings if

not found

writ of exe

execution shall be unable to find other property belonging Proceedto such company liable to execution, he or the judgment suficient creditor may elect to satisfy such execution, in whole or in property is part, by any debts due such company, not exceeding the to satisfy amount thereof; and it shall be the duty of any agent or cution. other person having the custody of any evidence of such debt to deliver the same to the officer for the use of the creditor, and such delivery, with a transfer to the officer in writing for the use of the creditor, and notice to debtor, shall be a valid assignment thereof; and such creditor may sue for and collect the same in the name of such company subject to such equitable set-offs on the part of the debtor as may be in other assignments.

23. And be it enacted, That every such agent or other per- Penalty. son who shall neglect or refuse to comply with the provisions of the two preceding sections shall be himself liable to pay to the execution creditor the amount due on said execution with costs.

holding

24. And be it enacted, That every person holding stock in Persons such company, as executor, administrator, guardian or trus- stock as tee, may represent the share or shares of stock in his hands agent, &c., at all meetings of the company, and may vote accordingly it. as if a stockholder.

may vote on

which ex

to continue

order to

25. And be it enacted, That such companies which may ex- Companies pire by their own limitation, or be annulled by the legisla- pire or are ture or otherwise, shall nevertheless, be continued bodies annulled, corporate for the term of five years after the term when five years in they would have been so dissolved, for the purpose of prose- close up cuting and defending suits by and against them, and of business. enabling them to gradually settle and close their concerns, to dispose of and convey their property, and to divide their capital stock, but not for the purpose of continuing the business for which such company is established.

pany dis

chancellor shall ap

ceivers.

26. And be it enacted, That whenever any such company When com is dissolved, as mentioned in the preceding section, the chan- solved, cellor, on the application of any creditor or stockholder thereof, at any time within said five years, shall appoint one point reor more persons to be receivers of and for such company; and the chancellor shall have jurisdiction of such applica. tion, and of all questions arising in the proceedings thereon; and may make such orders, injunctions and decrees therein, as justice and equity shall require.

shall take

27. And be it enacted, That such receiver or receivers shall Receivers take charge of the estate and effects of such company, and charge of