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the president and secretary of said company and verified by their oaths. And also a like certificate of all subsequent installments paid in and new shares thereafter created shall be verified and lodged in the same manner within twelve months after the same shall have been paid in. And the amount of capital stock thus certified, shall not be withdrawn so as to reduce the same below the amount stated in the certificate. And if any part of the capital stock paid in and certified shall be withdrawn withou the consent of the general assembly, the directors shall be jointly and severally liable as traders in company in case of the insolvency of said corporation at any period afterward, for all debts owing by said corporation at the time of or subsequently to the reduction or diminution of the capital as aforesaid.
Sec. 9. This act shall be subject to be altered, amended or repealed at the pleasure of the general assembly.
AUTHORIZING A MEETING OF THE HOWE MANUFACTURING COMPANY, &C.
Upon the petition of the Howe Manufacturing Company, by their agent, John I. Howe, and of Jarvis Brush, Edward Cook, William Chauncey and others, stockholders thereof, showing that said company was duly organized as a corporation on the 25th day of April, 1838, under the provisions of the statute passed in the year 1837, entitled “ An act relating to Joint Stock Corporations,” for the purpose of engaging in, and carrying on the manufacture of pins at Derby, in New Haven county, with a capital of fifty thousand dollars: and that at the first meeting of the stockholders thereof, duly called and holden pursuant thereto, on the 21st day of May, A. D. 1838, the said John I. Howe, Jarvis Brush, Edward Cook, William Chauncey, Samuel Brown and William Dawson, were chosen directors thereof, by whom by-laws were passed for the government of said corporation, and the management of its affairs, prescribing the time and place of the annual meetings of the stockholders for the choice of directors, and other officers of the company; in pursuance of which by-laws, the affairs of the company have since been conducted and the meetings of the stockholders holden ; but that by mere inadvertence the said by-laws have never been submitted to the stockholders of said company for their adoption ; by reason whereof, inasmuch as by the 6th section of the said act, it is provided that the number of directors, and the time and place of the annual meeting of the stockholders, shall be prescribed by the by-laws of the company, the memorialists are
, advised, that it is doubtful whether any meeting of the stockholders can now be convened for the choice of new directors, or for the adoption of by-laws for the government of the corporation, without the sanction of the general assembly,--praying for relief as by their memorial on file, dated May 1st, 1843, will more fully appear :
This assembly having inquired into the truth of the allegations contained
in said memorial by a committee, on report of said committee do find the same to be true, and it is thereupon
Resolved by this Assembly, That any four of the petitioners, being stockholders of the Howe Manufacturing Company, may call a meeting of the stockholders thereof, to be holden at such time and place as they shall designate, by publishing notice thereof in any one or more newspapers printed in the county of New Haven, at least fifteen days before the time appointed for such meeting, for the purpose of adopting by-laws for the government of said corporation and the management of its affairs, and also for the choice of directors and other officers, or for the confirmation of the proceedings heretofore had in the affairs of said corporation as they may deem best; and that the said company when so convened may proceed to the transaction of the business for which such meetings shall be called, or for any other business proper to be transacted at any annual meeting thereof.
AUTHORIZING THE HUMPHREYSVILLE COPPER COMPANY TO CONSTRUCT A
Upon the petition of the Humphreysville Copper Company, a corporation located in the town of Seymour, in New Haven county, showing to this assembly, that they are owners of certain real estate situated in the town of East Haven, and bordering upon the easterly side of New Haven harbor, and that said company are extensively engaged in the business of smelting and refining copper upon said premises, and also in the importation of copper ore, which is landed at a wharf in front of said premises; and that vessels, while engaged in discharging their cargoes, are greatly exposed to danger from the surf and winds; therefore,
Resolved by this Assembly, That said Humphreysville Copper Company be and they hereby are authorized to construct a breakwater or breakwaters in front of their said premises and in the waters of said harbor, provided the same shall not extend more than two hundred and fifty feet into said harbor beyond low water mark.
VALIDATING CERTAIN ACTS OF HUMPHREYSVILLE COPPER COMPANY.
WHEREAS, the president and directors of the Humphreysville Copper
Company, a joint stock corporation located in the town of Seymour, in New Haven county, omitted by mistake to make oath to the certificates required by the two hundred and tenth section of the act, entitled “ An act concerning Communities and Corporations," although said certificates were duly deposited in all other respects according to law, and bave since been made and deposited under oath, pursuant to said law; and, whereas, there was informality in the notice of the first meeting of the stockholders, although said meeting was held and said company was organized in good faith by them, as a joint stock corporation:
Resolved by this Assembly, That said corporation shall be deemed to be and the same hereby is declared to have been duly organized, associuted and formed as a corporation under the provisions of said act, notwithstanding said omissions or informalities in the organization thereof; provided the said corporation has in other respects complied with the provisions of law relating to such corporations.
UNIV. OF MICH. LAW LIBRARY.
INCORPORATING “THE HUMPHREYSVILLE COPPER COMPANY."
Resolved by this Assembly, SEC. 1. That John W. Dwight, William Cornwall, George F. DeForest, Henry Bronson, Charles Durand, Sheldon Kinney, Samuel K. Satterlee, George R. A. Ricketts, Henchman S. Soule, and such other stockholders of the Humphreysville Copper Company, a corporation located in Seymour, in New Haven county, and other persons as shall be associated with them, be and they hereby are constituted a body politic and corporate, by the name of “The Humphreysville Copper Company,” to be located in Seymour in said county, for the purpose of purchasing and dealing in copper and other metals and ores, and of smelting or rolling the same, and of manufacturing copper, brass, yellow metal, zinc, lead and other metals, in any manner or form which they may deem expedient and advantageous, and for the purpose of trade in the same and of doing all things connected with or incidental to said business. And by that name they and their successors shall be and they are hereby authorized to purchase, take, hold, occupy, possess and enjoy, to them, their successors and assigns, any goods, chattels and effects of whatever kind they may be, the better to enable them to carry on said business to advantage; also to purchase, take, hold, occupy and enjoy such lands, tenements and hereditaments, as shall be necessary for the accomplishment of the purposes of the corporation, and the same or any part thereof to sell, lease and dispose of at pleasure, or to take a lease or leases of any such land and real estate for a term or terms of years; also to sue and be sued, plead and be impleaded, defend and be defended, answer or be answered to in all courts of record or elsewhere. And said corporation may have and use a common seal, which they may alter at pleasure.
Sec. 2. The capital stock of said corporation shall be seven hundred and fifty thousand dollars, which may be increased from time to time to an amount not exceeding in the whole one million dollars. Said stock shall be divided into shares of not more than one hundred dollars each, and shall be deemed and considered personal estate, and be transferable on the books of the company, in such form as the by-laws of said company shall prescribe. And said company may organize, go into operation and commence business whenever and as soon as four hundred thousand dollars of said stock shall be taken and subscribed for.
Sec. 3. The stock, property and affairs of said corporation shall be managed by a board of not less than three nor more than nine directors, one of whon shall be chosen president by them, and all of whom shall hold their offices for one year and until others are chosen. Said directors shall be stockholders, and shall be annually elected at such times and places as the by-laws of said corporation shall prescribe. A majority of said directors shall in all cases, when met in conformity with the by-laws, constitute a board for transacting 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, which vote may be given by said stockholder in person or by lawful proxy. The first meeting of the corporation hereby formed may be called by any two of the corporators designated for that purpose by the persons named in the first section of this act, at such time and place and giving such notice as shall be deemed reasonable and proper by a majority of said corporators named in said first section.
Sec. 4. The directors, or a majority of them for the time being, shall have power to fill any vacancy in their board which may happen by death, resignation or otherwise, for the then 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 for the transaction of the business and concerns of said company, and may require said secretary, treasurer and other officers to give such security by bond or otherwise for the faithful discharge of their trusts and duties, as said directors shall deem proper; and also to make and establish such by-laws, rules and regulations as they shall deem expedient for the management of the affairs of said corporation, and the same to alter and repeal ; provided always, that such by-laws, rules and regulations be not inconsistent with the laws of this state or of the United States. And said directors shall and may, as often as the interests of the stockholders shall require, and the affairs of said company will permit, declare a dividend or dividends of profits on each share, which shall be paid by the treasurer of said company.
Sec. 5. If it shall so occur that an election of directors shall not be made on any day appointed by the by-laws of said company, said corporation shall not for that cause be deemed to be dissolved, but such election may be held on any day thereafter, which shall be appointed by the directors.
Sec. 6. The books of said corporation containing their accounts shall, at all reasonable times, be open for the inspection of any of the stockholders of said corporation. And as often as once in each year, a statement of the accounts of said company shall be made by order of the directors. And said directors may obtain new subscriptions to the capital stock at any time, not exceeding in the whole one million of dollars.
Sec. 7. The directors may call in the subscriptions to the capital stock by installments, in such proportions, and at such times and places as they shall deem proper, giving such notice thereof as the by-laws and regulations of said company shall prescribe. And in case any stockholder shall neglect or refuse payment of such installment or installments, for the term of sixty days after the same shall become due and payable, and after he, she or they shall have been notified thereof, the stock of such negligent stockholder or stockholders, or so much thereof as shall be necessary, may be sold by the directors at public auction, giving at least thirty days notice thereof in some newspaper published in the town of New Haven, and the proceeds of such sale shall be applied first in payment of the installments called for, and the expense attending the call and sale, and the residue shall be refunded to the owner thereof. And such sale shall entitle the purchaser to all the rights of a stockholder to the extent of the shares so bought.
SEC. 8. The said corporation shall, within the period of thirty days next after the same shall become organized, lodge a certificate with the secretary of state, and with the town clerk of the town of Seymour, containing the amount of the capital stock actually paid in and belonging to said company, which certificate shall be signed by the
president and secretary and verified by their oath. And also a like certificate of all installments subsequently paid in, and new shares thereafter created, shall be certified and lodged in like manner, within thirty days after the same shall have been paid in, and said stock shall have been created. And the amount of capital stock thus certified shall not be withdrawn so as to reduce the same below the amount stated in said certificates. And if any part of the capital stock paid in and certified shall be withdrawn without the consent of the general assembly first had and obtained therefor, the directors ordering, causing or allowing such withdrawal or reduction of capital shall be liable, jointly and severally, as traders in company, in case of the insolvency of said corporation, at any period afterwards, for all debts owing by said corporation, at the time of or subsequently to the reduction or diminution of the capital as aforesaid.
Sec. 9. And the said corporation shall have power to purchase of the said present Humphreysville Copper Company, on such terms as shall be mutually agreed upon, all the real and personal estate of said present Humphreysville Copper Company; provided such contract of sale shall be ratified and approved by a vote of two-thirds of the number of shares of said present Humphreysville Copper Company, at a meeting of the stockholders thereof, duly called for that purpose, and may pay for the same, by issuing to the stockholders thereof, certificates of stock equal to the value of their stock respectively in said present Humphreysville Copper Company, which stock so issued shall be deemed to be paid in full
. And said company hereby chartered shall be held liable to pay all the outstanding indebtedness and fulfill all the contracts of the said present