A. D. 1892. Certificate of is increased a certified copy of the resolution increasing said capital stock shall be filed in the office of the Secretary of State. increase. And the said corporation may, by its laws, provide for the manDistribution. ner of raising and distributing such additional capital stock : Preference to Provided, That upon such increase every person then a stockholders. holder in said corporation shall have the option of subscription thereto in proportion of the amount of stock he or she may then hold, under such regulations as the said corporation may, by its by-laws, prescribe. existing stock Rights and limitations. SEC. 3. That said corporation shall have, and is hereby vested with, all the powers, rights and privileges, and is hereby subject to all liabilities and restrictions, contained in the Act entitled 19 Stat., 212. "An Act to provide for and regulate the incorporation of banks in this State," approved December 24th, 1885, except where the same provides that no more than an amount equal to one-half of the capital stock of said corporation shall be invested in mortgages of real estate at any one time, and except in so far as the said Act, or any part thereof, is inconsistent with the provisions of this Act or any part thereof. Exceptions. ers. Banking pow Loans. Exchange. SEC. 4. That the said corporation is hereby authorized to carry on, transact a general banking, savings and trust and other like business. And in the conduct of the same is hereby empowered to receive money on deposit, to allow interest thereon, and to Investments. invest such deposits, their capital stock and other funds, in such securities as may be deemed by the management of said corporation safe and desirable, including bank or other stocks, bonds, notes, bills, choses in action, and bonds and stocks of this or any other State, or the United States; to lend money on real or personal security of all or any kind; to receive and pay out the lawful currency of the country, and deal in exchange, gold and silver coin, bullion, uncurrent paper, public and other securities, and stocks of other corporations; to buy and sell on commission stocks, bonds, real estate, manufactories, mines, timber and mineral lands, and all kinds of real and personal property; to negotiate loans on commission; to receive deposits of trust money, securities, and other personal property, from any person May act as or corporation; to act as trustee under any mortgage, deed of trust or bond or other instrument in writing issued by any municipality, body politic or corporate, or individual, and to accept and execute any other municipal or corporate trust not inconsistent with the laws of this State or of the United States; Fiscal agents. to act as the fiscal or transfer agent of any State or other govern Brokerage. Deposits. Trustee. A. D. 1892. rusts for mar Trustee. ment, municipality, body politic or corporate, or individual, and in such capacity to receive and disburse money, and to transfer, register and countersign certificates of stock, bonds, or other evidences of indebtedness; to accept trusts from and execute trusts for or on behalf of married women in respect to their sepa- red women. rate property, whether real or personal, and to be their agent or trustee in the management of such property, or to transact any business in relation thereto; to act under the appointment of any Court of record as guardian or trustee of the estate of any minor Guardian or or other person under any disability, and the depository of any moneys paid into Court, whether for the benefit of any such minor or any other person, corporation or party; to be appointed and to accept the appointment of executor, or trustee under the Executor, &c. last will and testament, or administrator with or without the will annexed, of the estate of any deceased person; and to be appointed and to act as the committee or trustee of the estate of Committee. lunatics, idiots, persons of unsound minds and habitual drunkards; to take, accept and execute any and all such legal trusts, duties and powers in regard to the holding, management and disposition of any estate or property, real or personal, and the rents and profits thereof, or the sale thereof, as may be granted or confided to it by any Court of record in this or any other State, or by any person, corporation, municipality or other authority; to take, accept and execute any and all such trusts and powers of whatever nature or description as may be conferred upon or intrusted or committed to said corporation by any person or persons, or any body politic, corporation, or other authority, by grant, assignment, transfer, devise, bequest or otherwise, or which may be entrusted or committed or transferred to or vested in said company by order of any Court of record, and to receive, and take and hold, any property or estate, real or personal, which may be the subject of such trust; and, generally, to do and per- General powers form all acts connected with its said business. Other trusts. Voting by stockholder. SEC. 5. Each stockholder shall have one vote for each share of the capital stock of the said corporation he or she may own or represent at all elections and all meetings of the company, and the Board of Directors of said corporation are authorized to make such regulations as may be deemed proper for the representation by proxy of such stockholders as may be absent at such elections and Proxics. meetings. erty. SEC. 6. The capital stock of said corporation shall be deemed Personal proppersonal property, and the said corporation shall have authority A. D. 1892. Shares. Enforcement of by-laws. Actions. Deposits by married women and minors. Public Act. in its by-laws, or by the Board of Directors, to make all such SEC. 7. The said corporation shall have power to enforce upon SEC. 8. When any deposit is made by a person being a married woman or a minor, the said corporation may pay to such person such sum or sums so deposited on the check, order or receipt of such depositor, which said check, order or receipt shall be a lawful discharge therefor. SEC. 9. That this Act shall be deemed and taken as a public Act, shall be judicially taken notice of without special pleading, When to take shall take effect immediately upon its approval, and shall continue of force for fifty years, and until the final adjournment of the General Assembly meeting next thereafter. effect. Duration. Approved December 15th, A. D. 1892. No. 127. AN ACT TO INCORPORATE THE COMMERCIAL MANUFACTURING COMPANY. SECTION 1. Be it enacted by the Senate and House of Representatives of the State of South Carolina, now met and sitting in Incorporation. General Assembly, and by the authority of the same, That Francis J. Pelzer, William B. Whaley, Andrew Simonds, John S. Murdoch, Francis S. Rodgers, Paul S. Felder, and their associates and successors, be, and they are hereby, made and created a body Name and politic and corporate, under the name and style of the Commer location. Purposes. cial Manufacturing Company, to be located at or near the city of Charleston, in this State, for the purpose of digging, mining and importing marl, lime, coal and minerals of any and every kind, whether of like nature to those above enumerated or not, and selling from minerals, or dealing in the same; of grinding and manufacturing goods and Manufacture 1 A. D. 1892. articles of every kind which can be manufactured from minerals of any kind, either alone or in conjunction with any other materials, or in which the said minerals or any of them may form a part, and any other article of any nature or kind whatsoever which they may from time to time desire, and the using or selling the Merchandising. same, selling merchandise, producing and making all machinery, tools and implements necessary to or used for such purposes; with power also to develop power by electricity, and utilize the same; to erect such mills, buildings, machine shops, stores, dwellings Buildings. and other works as may be required or necessary to carry out any or all of such branches of manufacture and business, and also for the transaction of any and all business connected with the purposes so recited. Electricity. Other powers. Motive power. SEC. 2. The said corporation may purchase and hold all such Property rights. real estate or personal property of any and every kind as they may from time to time deem proper, or such as they may be obliged or may deem for its interest to take in settlement of any debts due to said corporation, and may dispose of the same in such manner and on such terms as it may deem proper; may sue and be sued; may have and use a common seal; shall have full power to lay off its lands into lots and parcels, and to lease, sell, donate or convey the same; to make sales, donations or loans of its lands or other property, money or effects to individuals or other corporations; to build and construct railroads, tramways or Railroads. dummy lines not exceeding twenty miles in length, and operate the same, taking for such carriage or transportation reasonable fare or tolls, and using such motive power, steam, water or electrical, as may be deemed best for the purpose of reaching other lines of transportation, or in the conduct and management of the business of the company, or in the construction or operation of mills, factories, work shops, machine shops, and all other industrial enterprises of all kinds, of like nature to those enumerated; to invest the whole or any part or parts of its capi- Investments. tal, funds or property in the capital stock or bonds of, or become a stockholder by subscription, either in cash or in property, real or personal, or by purchase of stock in any other corporation, formed or to be formed, and to retain or dispose of such stock, in whole or in part, at pleasure, exercising, while holding the same, all the rights, powers and privileges of stockholders in such corporations; to lease, construct and operate, or to assist other Leasing and persons or corporations, in such manner as the said corporation powers. may deem desirable, in leasing, constructing, owning and oper construction A. D. 1892. Buildings and lands. mortgages. stock. ating mills, factories, work shops or other industrial enterprises of like character to those above enumerated; to construct, own, rent and sell houses and other improvements, and to improve its Bonds and lands in such manner as it may deem fit; to issue bonds from time to time in such amounts as it may deem proper for the payment of money borrowed, or for its indebtedness, with or without security, and to secure the same by mortgage or mortgages on the whole or any part of its property, if it so deem proper; and Conversion into to make such bonds convertible into stock of the corporation, common or preferred, under such regulations and conditions as it may deem advisable; to make such by-laws for the regulation and government of the said corporation in any and all matters whatsoever not inconsistent with the Constitution and laws of the United States and of this State as may be deemed necessary, and may add to, alter or amend the same from time to time as General powers. may be desired; and shall have also all the rights, powers and privileges in law incident or appertaining to corporations under the general incorporation laws of this State. The principal office of the said corporation shall be and remain fixed at or near the city of Charleston. By-laws. Location. Capital stock. Increase. SEC. 4. The parties aforesaid shall have power to raise by subscription a capital for the said corporation of five hundred thousand dollars ($500,000), in five thousand (5,000) shares of one hundred dollars ($100) each: Provided, however, That a majority of the Board of Directors of the said corporation shall have the power, from to time time, and as occasion may require, to increase the said capital stock to any extent not exceeding fifteen million ($15,000,000) dollars, whenever they deem proper so to do; and Distribution, the said corporation shall, by its by-laws, provide for the manner of raising and distributing such additional capital stock; and the said corporation shall have power to issue so much of its capital Preferred stock, stock as preferred stock as it may deem proper, with such preferences over the common stock, either as to dividends or final distribution, and with such rights to convert the same into common stock, as they may deem advisable. Liability of stockholders. Provisoes. SEC. 5. Each stockholder in the said corporation shall be jointly and severally liable to the creditors thereof in an amount, besides the value of his share or shares therein, not exceeding five per cent. of the par value of the share or shares held by him at the time the demand of the creditor was made: Provided, That such demand shall have been payable within one year: Provided, also, That proceedings to hold such stockholder liable therefor shall be commenced within one year after such debt may have |