same, and their successors shall be a body politic and corporate, by the name stated in such certificate and by that name may have succession, and shall be capable of sueing and being sued, Corporate Powand they may have a common seal, and may alter the same at era pleasure, and they shall by their corporate name be capable of purchasing, holding and conveying any real and personal estate whatever, which may be necessary to enable the said corporation to establish convenient offices in the several towns. through which their line of telegraph may pass. SEC. 4. The stock, property and concerns of such corporation shall be managed by a President, and not less than three, nor more than nine directors, including the President, who shall also be a director, and who shall respectively be stockholders in Management. such corporation, and who shall, except the first year, he annually elected by the stockholders, at such time and place as shall be directed by the by-laws of the corporation. SEC 5. Public notice of the time and place of holding such election shall be given, at least ten days previous thereto, by publication in such newspapers as shall be prescribed by the by-laws of the corporation. rectors. SEC. 6. All elections shall be by ballot, and each stockholder shall be entitled to one vote for each share held by him, and the person[s] receiving a majority of the votes shall be directors Election of Difor the ensuing year, and in case of the death, resignation or removal out of the State, the vacancy shall be filled as prescribed by the by-laws of the corporation. The directors when chosen shall elect one of their number President, who shall preside at all meetings of the board. SEC. 7. In case it shall happen at any time that an election of directors shall not be made on the day fixed for such election by the by-laws of said corporation, the corporation for that reason shall not be dissolved, but it shall be lawful on any other Special Eleoday to hold an election for directors, as shall be provided for by the by-laws of said corporation, and all acts of directors shall be valid and binding, as against such corporation, until their successors shall be elected. tions. SEC 8. The directors shall have power to make and prescribe such by-laws, rules and regulations, respecting the management, control and disposition of the stock, property and business of such corporation, as they may deem expedient and proper, not inconsistent with the laws of the Uni- Power of Directed States or of this State, and shall have power to employ officers, clerks and servants for conducting and carrying on the business of the corporation, and determine the duties and the salaries and wages to be paid them. SEC. 9. It shall be lawful for the directors to call in and de tors. Collection of Stock subscriptions. Stook, when transferable. ity. mand from the stockholders, respectively, all sums of money by them subscribed, at such times, and in such payments or instalments as the directors may deem proper, and if any stockholder shall fail to pay the amount so required to be paid, and at the times required for such payments, the stock of such delinquent stockholder, or such portions thereof as may be required to meet such payments, may be sold by the directors at public auction, after giving public notice of the time and place of such sale, at least twenty days previous thereto, by publication of such notice in some newspaper in the county where such delinquent stockholder or subscriber resides, or by giving such delinquent stockholder or subscriber a written or printed notice or leaving such written or printed notice at the usual place of business or residence of such stockholder or subscriber, at least twenty days before the time of sale, and the surplus arising from such sale of such stock over and above the amount due thereon, shall be paid by the directors to such delinquent stockholder or subscriber, and a transfer of the stock so sold, made by the directors or a majority of them in the name of the holder of the stock, shall vest a good and valid title thereto in the purchaser, or the said corporation may commence and prosecute in any court of competent jurisdiction, an action against any subscriber for stock in said corporation, and recover judgment for the amount due on his subscription, with costs and interest thereon from the (time) the same was required to be paid, and have execution therefor. SEC. 10. The stock of such corporation shall be deemed personal estate, and be transferable in such manner as shall be prescribed by the by-laws of the corporation, but no share shall be transferable until the full amount of such share shall have been paid, or have been sold as provided for in the prece ding section for non-payment of calls thereon; and it shall not be lawful for such corporation to use their funds in the purchase of stock in any other corporation. SEC. 11. The stockholders of any corporation organized Personal liabil- under the provisions of this act, shall be personally liable to the extent of their stock in such corporation for all debts which may be due and owing to their clerks, servants and laborers, for services performed for such corporation. SEC. 12. All stockholders shall be individually liable to the extent of their stock in said corporations, for all other debts of such corporation, after the corporate property shall have been sold, and execution returned unsatisfied in whole or in part, but such stockholder shall not be liable for debts contracted after he shall have transferred his stock. SEC. 13. No person holding stock in such corporation as # executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as a stockholder of such corporation, but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly. tation SEC. 14. Every such executor, administrator, guardian or trustee, shall represent the share of stock in his hands at mcet-stock represenings of the corporation, and may vote accordingly as a stockholder, and every person who may pledge his stock as aforesaid, may nevertheless represent the same at all such meetings, and may vote accordingly as a stockholder. SEC. 15. Any corporation formed under this act, may increase or diminish its capital stock, or extend indefinitely its telegraph lines, and every existing company, or association, heretofore formed, may come under and avail itself of the privileges and provisions of this act, by complying with the Provisions exfollowing provisions, and thereupon such company, its officers and stockholders shall be subject to all the restrictions, duties and liabilities of this act. tended. SEC. 16. Whenever any company or association shall desire to avail itself of the privileges and provisions of this act, or shall desire to extend its telegraph lines, a meeting of the stockholders shall be called by its proper officers, whose duty it shall be to publish a notice of such meeting according to the requirements of the by-laws of such company, or serve a written or printed notice upon each stockholder, at least twenty days pre- Notice of invious to such meeting, specifying in such notice the object of sion. the meeting and the amount to which the capital stock is proposed to be increased and the extent to which the telegraph lines is proposed to be extended. crease or exten SEC. 17. At the time and place specified in the notice provided for in the preceding section, the stockholders present in persons or by proxy, shall organise by choosing a Chairman and Secretary, and proceed to vote, and if on canvassing the votes it shall be found that votes representing at least one half of all the shares of stock of such company, or association, have been given in favor of extending said line of telegraph, or increasing its capital stock, or availing itself of the provisions and privi leges of this act as aforesaid, a certificate of the proceedings, Proceedingsurshowing a compliance with the provisions of this act, the extent to which the capital stock is to be increased, and the telegraph line extended, shall be made out, signed and verified by affidavit of the Chairman and Secretary, and such certificate shall be acknowledged by the Chairman and Secretary and filed as required by the first section of this act, and when so filed, the capital of such corporation shall be increased or diminished, and der notice. Penalty. the telegraph line extended as specified in such certificate as aforesaid, and the company shall be entitled to the privileges and provisions and subject to the liabilities of this act as the case may be. SEC. 18. The books of the company shall at all times be open to the inspection of stockholders and to all persons having demands against said corporation past due. SEC. 19 If any operator, clerk, messenger boy, or other person in the employ of said telegraph company, shall reveal the contents of any private message, to any other person than the one to whom it is directed, or to his attorney, or agent, it shall be deemed a misdemeanor, and such person so offending shall be subject to a fine, not exceeding five hundred dollars, or to imprisonment in the county jail, not exceeding one year or both, at the discretion of the court. SEc. 20. The Legislature may at any time alter, modify, or repeal this act. FREDERICK W. HORN, Speaker of the Assembly. SAMUEL W. BEALL. Lt. Governor and President of the Senate. Approved, February 21st, 1851. NELSON DEWEY. Chap. 93. 'An Act to establish the Baraboo Academy. The People of the State of Wisconsin represented in Senate and Assembly, do enact as follows. SECTION 1. That James Maxwell, John D. Perkins, R. H. Davis, Charles Armstrong, Ralph G. Camp, Albert G. Tuttle, James A. Maxwell, Marvin C. Waite, Benjamin L. Purdy and D. K. Noyes and their associates together with such persons as may hereafter be associated with them be and are hereby crea ted a body corporate and politic with perpetual succession to be Incorporation. styled by the name and title of the "Baraboo Academy," by which name they and their successors shall be ever known and shall have power to sue and be sued, to contract, and to be contracted with, plead and be impleaded, defend and be defended in all courts of law and equity; said corporation shall have a common seal, and shall have power to purchase, receive, pos sess, hold and enjoy property real and personal, and to sell and convey the same, rent or otherwise lawfully dispose of, at pleas Stook ure. SEC. 2. The stock of said company shall be divided into shares of twenty-five dollars each, which shall be deemed per sonal property and shall be transferable on the books of said cor poration in such manner as shall be directed by the by-laws of said corporation. SEC. 3. Any three of the above named persons shall have power to call a meeting of said association by giving ten days Meetings. notice thereof by posting up notices in at least three public places in said village of Baraboo where said corporation is hereby located. SEC. 4. At the first legally notified meeting the stockholders shall have power to elect by ballot nine Trustees, three of whom shall be elected for one year, three for two years, and three for three years, and after the first election three Trustees Election of Trus may be elected annually: Provided always, That all Trustees shall hold their offices until others are elected in their places. SEC. 5. At all elections and meetings of the company cach stockholder shall be entitled to one vote for each share of stock owned by him. tees. SEC. 6. The Trustees shall have power, First: To elect from their number a President, Secretary, and Treasurer, also to elect all other officers of the corporation. Second: To call special meetings of the stockholders to fill vacancies in the board of Trustees. Third: To sell, lease, mortgage or otherwise dispose of any real or personal property of said corporation in such manner as shall be directed by the stockholders: also to erect and keep in repair all necessary buildings for the use of said corporation. Fourth: To employ suitable teachers and prescribe and direct the course of study and discipline to be ob served in said Academy. Fifth: To prescribe the duty and were or Frusfix the salaries of all the officers of said corporation and remove and suspend them from office for incapacity, immoral conduct or misbehavior in office and to appoint others in their places. Sixth To make all rules, regulations and by-laws necessaryand proper to carry into effect the powers herein granted and not inconsistent with the constitution and laws of this State. SEC. 7. No religious test or qualification shall be required of any Trustee or officer of said corporation nor of any student of said Institution. SEC. 8. This act may be amended or altered by any future Legislature. FREDERICK W. HORN, Speaker of the Assembly. SAMUEL W. BEALL, Lt. Governor and President of the Senate. Approved, February 21st, 1851. ten. NELSON DEWEY. |