company. And the said president and directors may thereupon proceed to sell such stockholder's securities, or negotiate his notes, as the case may be, upon giving twenty days' notice in a newspaper printed in New Haven, and may remunerate said company from loss by said stockholder, out of the proceeds thereof, and for any installments that may have been called in thereon, and also for the expenses attending said sale. The balance, if any, they shall apply to indemnify the indorser of said notes in case his stock is secured by indorsed notes-otherwise, they shall pay over said balance to such delinquent stockholder or his representatives; and no stockholder of said company shall, in any event, be liable in his private capacity for the debts and liabilities of said corporation.

SEC. 3. Hermanus M. Welch, Frederick Croswell, John C. Palmer, Nathaniel F. Tuttle, and Henry G. Lewis, or a majority of them, are hereby authorized and appointed to receive subscriptions to the capital stock thereof, and when three hundred shares of said capital stock shall have been subscribed for, upon the call of the above named persons or a majority of them, by a notice published in some newspaper printed in the city of New Haven, three weeks before the time of said meeting, the said subscribers may meet together at the time and place named in said call, and adopt such by-laws, rules and regulations as may be necessary and convenient for carrying on business under this act. They may also at the same or some subsequent time choose a board of directors, in the manner herein provided, who shall hold their offices, with all the powers given to directors by this act, until others are chosen to supply their places; and when the by-laws have been adopted, and the directors have been chosen, as aforesaid, and when the board of directors shall have been organized by the choice of a president and secretary, the said corporation may exercise all the powers and privileges conferred by this act.

SEC. 4. The office of said company shall be located in the city of New Haven, and the stock, property and affairs of said corporation shall be managed and conducted by not less than seven nor more than seventeen directors, a majority of whom shall be inhabitants and residents of this state, the number of said directors to be determined by the by-laws of said company, and they are to be chosen by ballot from among and by the stockholders; which directors first chosen shall hold their office until the first Wednesday in April next ensuing their election, and until others are chosen to supply their places. The annual meeting for the choice of directors shall, after the first election, be holden in the city of New Haven, on the first Wednesday of April, or such other day in the month of April as shall be determined by the by-laws of said corporation. In the choice of directors as aforesaid, each stockholder present or represented by his attorney, shall be allowed one vote for each and every share of stock by him then held; and none but stockholders shall be eligible to the office of director. And the stockholders may determine what number of directors may constitute a quorum for the transaction of business.

SEC. 5. If it shall so happen that an election of directors of said corporation shall not take place at the time of the annual meeting thereof, in any year, said corporation shall not be dissolved thereby, but an election may be had at any time within one year thereafter, the time to be fixed upon, and notice thereof given by the directors last chosen. And public notice, by order of the directors, shall always be given at least ten

days previous to any meeting of the stockholders, in a newspaper printed in New Haven, and in such other way as may be deemed expedient. The president shall have power to call special meetings of the stockholders, whenever thereto requested by a majority of the directors.

SEC. 6. The directors may choose a president, vice president and secretary of their corporation, and appoint such other officers, clerks, and agents, and establish such agencies in this state and elsewhere, as shall be by them deemed advisable for conducting the business of the company, fix their compensation, and take bonds from all of them for the faithful performance of their duties; and make such covenants and agreements as may be deemed necessary. The president and vice president shall be chosen from among the directors and may hold their appointments for one year, and until others are chosen; the other officers and servants of said company may be displaced and new ones appointed at the pleasure of the directors. In the absence or disability of the president, the vice president shall preside; and if both are absent or disabled, the directors may choose a president pro tempore, and in case any vacancy shall occur in the board of directors, the remaining directors may choose a director or directors from among the stockholders, to fill such vacancy, who shall hold the appointment until others are chosen in their places.

SEC. 7. The said corporation are hereby authorized and empowered to make insurance predicated upon the lives of persons, grant or purchase annuities, confer endowments and make contracts upon any and all conditions appertaining to or connected with life risks, and generally to transact all such business as is usually undertaken by life insurance companies.

SEC. 8. The capital stock of said corporation shall be transferable according to the rules and regulations of the company, and shall in all cases be considered personal property.

SEC. 9. All policies of insurance or other contracts authorized by this act may be made with or without the seal of said corporation, and shall be signed by the president and secretary, or agent duly authorized, and being so signed and executed, shall be binding and obligatory upon said corporation, according to the true intent and meaning of such policies and

contracts.

SEC. 10. It shall be the duty of the directors of said company to cause to be made semi-annually, viz: on the first Wednesday of April and September in every year, a true statement of its income, expenses, profits, losses and investments for the previous six months, and a like statement annually shall be made to the general assembly by said directors, under the oath of one or more of them; and the said directors may, out of said profits arising from the business of the corporation, declare such dividends. as they judge proper.

SEC. 11. This act may be altered, amended or repealed at the pleasure of the general assembly.

50

GIVING CERTAIN POWERS TO DIRECTORS OF UNITED STATES ANNUITY AND LIFE INSURANCE COMPANY.

PASSED 1856.

WHEREAS, the United States Annuity and Life Insurance Company suspended the transaction of business in the year 1851, and have since that time failed to hold their annual meetings and to elect directors; and whereas said company are the owners of certain stock notes, and it has become necessary for said corporation to make an assessment on said notes for the purpose of discharging certain debts and liabilities now outstanding against said company; therefore,

Resolved by this Assembly, SEc. 1. That the several persons elected directors of said company at the last annual meeting of the stockholders thereof, be and they hereby are authorized and empowered to act as directors of said corporation, in the same manner as if said corporation had not suspended business, and as if they had been regularly re-elected from time to time by the stockholders of said corporation.

SEC. 2. That the directors of said corporation are hereby authorized and directed to call in and collect the installments on the stock notes of said company necessary for the payment of all its just debts and liabilities, and having paid and discharged said debts and liabilities, to surrender said stock notes to the several stockholders by whom the same were respectively issued.

SEC. 3. That after having paid and discharged all its just debts and liabilities, and surrendered its stock notes as aforesaid, the rights, privileges and franchises of said corporation shall forever cease, and said corporation shall be dissolved.

AMENDING CHARTER OF WINDHAM COUNTY MUTUAL FIRE INSURANCE

COMPANY.

PASSED 1856.

Resolved by this Assembly, SEc. 1. That the eleventh section of the charter of the "Windham County Mutual Fire Insurance Company" be and the same is hereby repealed, and that the following provision be substituted therefor and made a part of said charter, to wit: That every person who may become a member of said company by effecting insurance therein, shall, before he receives his policy, pay in cash a sum to be agreed upon by the parties and established by the directors for the purpose of discharging the incidental expenses of the company, and constituting a fund for the payment of losses, which fund may be loaned on interest or be otherwise safely invested, at the discretion of the directors,

and the insurer shall also deposit his promissory note, payable on demand, for such sum as shall be agreed upon by the parties, reference being had in fixing the amount thereof to the amount of the said cash payment and the length of time the insurance is to run. And the said note shall be paid in part, or the whole, at any time when the board of directors shall deem the same necessary, for the payment of losses or other expenses, and at the expiration of the term of insurance, the said note, or such part of the same as shall remain unpaid after settling all losses and expenses accruing during said term, shall be relinquished and given up to the drawer thereof.

SEC. 2. Said company shall have power to effect insurance on either buildings or personal property for any period of time not exceeding the term of five years, instead of the term of five years only.

SEC. 3. That the fourteenth section of said charter be and the same is hereby amended, as follows, to wit: by striking out the words "three per cent." wherever the same occurs in said section, and inserting in lieu thereof the words "cash payment."

SEC. 4. This resolution may be altered, amended or repealed by the general assembly.

TITLE XVIII.

MANUFACTURING COMPANIES.

INCORPORATING THE BROAD BROOK COMPANY.

PASSED 1849.

Upon the petition of George Beach and others, praying for a grant of certain corporate rights, as per petition on file, dated May , A. D. 1849, this assembly having inquired into the allegations contained in said petition, do find the same to be true; therefore,

Resolved by this Assembly, SEc. 1. That George Beach, Lawson C. Ives, Austin Dunham, Bryan E. Hooker, George Beach, Jr., Erastus Smith, with all others who now are or hereafter may be associated with them, and their successors and assigns, be and they are hereby constituted a body politic and corporate, under the name of the "Broad Brook Company," to be located in the town of East Windsor, in Hartford county,

for manufacturing purposes, and by that name they and their assigns and successors shall be and hereby are authorized and empowered to purchase, take, hold, occupy, possess and enjoy, to them and their successors, any goods, lands, tenements or hereditaments, chattels and effects of whatever kind they may be, which shall be necessary for the views and purposes of said corporation, and the same to sell and dispose of at pleasure; also, to sue and be sued, defend and be defended, answer and be answered unto, in any court of record or elsewhere, and said corporation may have and use a common seal, and may alter the same at their pleasure.

SEC. 2. The capital stock of said corporation shall be two hundred thousand dollars, with liberty to increase the same from time to time to an amount not exceeding in the whole three hundred thousand dollars, and no additional stock shall be created except by a vote of the stockholders at an annual meeting, or at a meeting specially warned for that purpose. The shares of said capital stock shall be twenty-five dollars each, and shall be deemed and considered personal estate, and be transferable only on the books of said company, in such form as the by-laws thereof shall prescribe; and said company shall at all times have a lien on all the stock and property of the members thereof invested therein, for all debts due from them to said company.

SEC. 3. The stock, property and affairs of said corporation shall be managed by not less than three nor more than twelve directors, who shall be chosen annually by the stockholders at such time and place as shall be prescribed by the by-laws of said company, which directors shall be stockholders, and shall hold their offices for one year, and until others shall be chosen in their stead.

SEC. 4. A majority of the directors shall on all occasions, when met, constitute a board for the transaction of business, and a majority of the stockholders present at any legal meeting shall be capable of transacting the business of such meeting, each share entitling the owner thereof to one vote, and such vote may be given personally or by proxy.

SEC. 5. The directors, or a major part of them, shall have power to fill any vacancies in their board, which may happen by death or otherwise, for the current year, and to appoint and employ from time to time a secretary, treasurer and such other officers, mechanics and laborers as they may think proper, in the prosecution of their business, and as often as the business of the company will admit may declare a dividend of the profits on each share, which shall be paid by the treasurer of said company; and the stockholders may from time to time make and establish such by-laws, rules and regulations as they may deem expedient, and the same may alter and repeal; provided the same be not inconsistent with the laws of this state or of the United States.

SEC. 6. If it shall so happen that an election of directors shall not take place in any year at the annual meeting of the company, the same shall not for that reason be dissolved, but an election may be had at any time. within one year, the place and time to be fixed upon, and public notice thereof to be given by the directors.

SEC. 7. The books of said company containing their accounts shall at all reasonable times be open for the inspection of any of the stockholders, and as often as once in each year, a statement of the affairs of the company shall be made by the order of the directors.