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Sec. 2. Be it further enacted, That as soon Tho com as such certificate shall be filed as aforesaid, pany incor porated for

the persons who shall have signed and acknow. 20 years, ledged the said certificate, and their successors

shall, for the term of twenty years next after the day of filing such certificate, be a body politic and corporate, in fact and in name, by the name stated in such certificate, and by that name they and their successors shall and may have succesșion, and shall be persons in law capable of suing and being sued, pleading and being im. pleaded, answering and being answered unto, defending and being defended, in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever: and they and their successors may have a common seal, and the same may make, alter and change at their pleasure; and they and their successors, by their corporate name, shall in law be capable of purchasing, holding and conveying any lands, tenements, hereditaments, goods, wares and merchandise whatever, necessary to enable the said company to carry on their manufacturing operations, mentioned in

such certificate. The stock &

Sec. 3. Be it further enacted, That the stock, property to property and concerns of such company, shak be under the be managed and conducted by trustees, who, direetion of

except those for the Srst year, shall be elected trustces

at such time and place as shall be directed by the by. Jaws of the said company, and public notice shall be given of the time and place of holding such election, not less than thirty days previous thereto, in the newspaper printed nearest to the place where the manufacturing operations of the said company shall or are to be carried on; and the election shall be made by such of the stockholders as shall attend for

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that purpose, either in person or by proxy;
and all elections shall be by ballot, and each
stockholder shall be entitled to one vote for each
share he may own below ten; for all above
ten and not exceeding twenty, one vote for
eyery two shares; and for every five shares
above twenty, one vote; and the persons having
the greatest number of votes shall be trustees;
and whenever any vacancy.shall happen among
the trustees aforesaid, by death, resignation or
removal out of the state, such vacancy shall be
filled for the remainder of the year, in such
manner as shall be provided by the by-laws of
said company: Provided always, That the Proviso
number of trustees shall not exceed seven, and
that they shall be stockholders in such company:

Sec. 4. Be it further enacted, That in case
it shall at any time happen that an election of The com
trustees be not made on the day when, by the pany not
by.laws of the said company it ought to have neglec: in
been done, the said company for that cause electing
shall not be dissolved : Provided, They do on trustees
any other day, within one year thereafter, hold
an election for said trustees, in such manner as
shall be directed by the by-laws of such com-
pany:

Sec. 5. Be it further enacted, That the capi. The capital tal stock of such company shall not exceed one stock not to hundred thousand dollars, and it shall be lawful exceed 100; for the trustees to call and demand from the 000 dollass stockholders, respectively, all such sums of. money by them subscribed, at such times and in such proportions as they shall deem proper, under the penalty of forfeiting all dividend or dividends of the net profits previously declared (on the share or shares of such stockholder or stockholders as may refuse or neglect to comply with such call or demand) and not previously

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paid out, and all dividends which at any time may be subsequently declared previous to the payment of such sum or sums as may be re.

quired as aforesaid, on each share as aforesaid: Proviso

Provided, That no such forfeiture shall accrue to the said company until after the expiration of sixy days from and after the publishment in some newspaper, current in the county where such company may have been established, of a notice to all concerned, specifying the amount of the money on each share required to be paid, and the time when such payment is to be made.

Sec. 6. Be it further enacted, That the Trustees trustees of such company, for the time being, may make shall have power to make and prescribe such by-laws

by-laws, rules and regulations as they shall deem proper, respecting the management and disposition of the stock, property and estate of such company, the duties of the officers, artificers and agents, by them to be employed, the election of trustees, and all such matters as appertain to the concerns of the said company, to appoint such and so many officers, clerks and agents, for carrying on the business of the said company, and with such wages as to them shall seem reasonable: Provided, That such by. laws be not inconsistent with the constitution and laws of this state or of the United States. !

Sec. 7. Be it further enacted, That the shares The stock to be held as

in the capital stock of such company shall be personal es deemed personal estate, and be transferable in tate and may such manner as shall be prescribed by the laws be transfer of the company; and that for all debts which red

shall be due and owing by the company at the time of its dissolution, the persons then composing such company shall be individually responsible to the extent of their respective shares of stock in the said company, and no further ; and that it shall not be lawful for such company to use their funds, or any part thereof, in any banking transaction, or in the purchase of any public stock whatever, or for any other purposes than those specified in such instrument as afore. said.

Sec. 8. And be it further enacted, That when such articles of association shall have been sign. ed, executed, acknowledged and recorded, and a copy of such record deposited in the office of the secretary of state as is herein above provided, then such company shall be deemed a body corporate, and as such entitled to all ihe rights and privileges by this act intended to be granted.

MATTHIAS CORWIN,
Speaker of the house of representativës.

THOMAS KIRKER,

Speaker of the serate. January 11, 1812.

CHAPTER CIII.

An act to provide for holding special elections, in

certain cases.

Sec. 1. Be it enacted by the general assemblv of the state of Ohio, That whenever a vacancy Vacancy in shall happen in the office of representative in con. the office of gress in any of the congressional districts of the rep in.con.

how filted state, from death, resignation or in any other manner than from the expiration of the term of service, the governor of the state for the time being shall, upon information thereof, issue a writ or writs of election to the sheriff or sheriffs of the several counties composing such election

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district, directing him or them to hold a special
election within such county or counties on a day
specified in such writ or writs, for the purpose

of filling such vacancy.
Duty of Sec. 2. Be it further enacted, That the said
sheriffs sheriff or sheriffs, having received said writ or

writs of election, shall proceed in the usual man.
ner to give not more than twelve nor less than
six days notice of the time of holding said elec-
tion; and all'elections under the provisions of
this act shall be held and conducted conformably
to, and the returns thereof made to the clerks of
the courts of common pleas, in the same manner
as is provided by the act, entitled. An act to re-

gulate elections.
Further Sec. 3. Be it further enacted, That the said
duty sheriff or sheriffs shall, within six days after such

election, attend at the seat of justice of his or
their proper county or counties, and receive from
the clerk of the court of common pleas, an ab-
stract of the votes given in such county or coun-
ties, and within twenty days from the day of
election shall transmit the same to the office of
the secretary of state, and take his receipt there.
for, upon the penalty of five hundred dollars to
be recovered before any court having competent
jurisdiction thereof in an action of debt; and it
shall be the duty of the treasurer of the county
for the time being, to sue for and recover the
penalty aforesaid, to and for the use of the county.

Sec. 4. Be it further enacted, That the sa-
Secretary of
Hate to open

cretary of state shall, on the twentieth day from the abstracts the day of holding said election or sooner, if all

the returns shall be received, in the presence of
the governor, for the time being, or in his ab.
sence, in the presence of the auditor and trea.
surer, and such of the aforesaid sheriffs as shall
think

proper to attend, open the abstracts and

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