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with the laws of this state or of the United States. And said directors shall and may, as often as the interest of the stockholders shall require, and the affairs of said company will permit, declare a dividend or dividends of profit on each share, which shall be paid by the treasurer of said company.
SEO. 5. If it shall so happen that an election of directors shall not be made on any day appointed by the by-laws of said company, said corpo
, ration shall not, for that cause, be deemed to be dissolved, but such election may be holden 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 di. rectors; and said directors may obtain new subscriptions to the capital stock at any time, not exceeding in the whole the sum of six hundred thousand 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 have been notified thereof, such negligent stockholder shall forfeit to said company all of his, her or their previous installments, together with all his, her or their rights, interests, whatever in said stock. Provided, that nothing herein shall be construed to authorize or empower said corporation to use their funds for any banking transactions.
Sec. 8. The said corporation shall, within the period of twelve months next after the same shall become organized, lodge a certificate with the secretary of this state, and with the town clerk of the town of Plainfield, containing the amount of capital stock actually paid in and belonging to said company, which said certificate shall be signed by the president and secretary, and verified by their oath. And the amount of capital stock thus certified shall not be withdrawn so as to reduce the same below the amount stated in said certificate. And in the event of any part of the capital stock paid in and certified, shall be withdrawn without the consent of the general assembly, 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. And whenever said company shall increase its capital stock, said company shall, within one month thereafter, lodge a certificate with said secretary of state, and with said town clerk, of the amount so added. •
SEC. 9. If the directors of any such corporation shall declare and pay a dividend when said corporation is insolvent, or any dividend, the payment of which would render it insolvent, knowing such corporation to be insolvent, or that such dividend would render it insolvent, the directors assenting thereto, shall be jointly and severally liable in an action founded on this statute for all debts due from such corporation at the time of such dividend.
SEC. 10. Said company shall annually, in the month of January or July, in each year, make a certificate of the amount of capital actually paid' in, the amount thereof invested in real estate, and the amount thereof invested in personal estate, so nearly as the same can be ascertained, with the names of each of the stockholders and the number of shares held by each at the date of said certificate, with the amount of the debts and credits of said company, which said certificate shall be subscribed by the president, secretary or one or more of the directors, and shall be sworn to by him or them as true, according to his or their best knowledge and belief, and shall be lodged with the town clerk of said town of Plainfield.
Sec. 11. This act shall be amended, altered or repealed at the pleasure of the general assembly.
AUTHORIZING THE WINDHAM COTTON MANUFACTURING COMPANY TO HOLD
ADDITIONAL QUANTITY OF LAND.
Resolved by this Assembly, That the “Windham Cotton Manufacturing Company” be and hereby are authorized and empowered to purchase, take, hold, occupy, possess and enjoy any such lands, tenements and hereditaments as may be necessary for the views and purposes of said corporation, not exceeding in the whole five hundred acres, in addition to the land which said corporation were entitled to hold by virtue of the original charter of said company, subject to the same rights, limitations, conditions and liabilities as apply to the land said corporation were empowered to hold by the terms of said charter, and said corporation are hereby empowered to unite with any other company in making such purchase or in purchasing, holding and using such water power as may be necessary for the purposes of said corporation, subject to the terms and stipulations aforesaid.
AMENDING THE CHARTER OF THE WINDSOR MANUFACTURING COMPANY.
Upon the petition of Samuel Williams and others, stockholders of the Windsor Manufacturing Company, a corporation established under the general law of this state, praying for reasons therein set forth, that a charter may be granted them by a resolve of this assembly, under which they may be permitted to reorganize :
Resolved by this Assembly, That the present stockholders of the Windsor Manufacturing Company, a corporation heretofore established under the general law of this state, passed A. D. 1837, with such persons as they may hereafter associate with them, and their successors and assigns, be and they are hereby constituted a body politic and corporate, under the name of “The Windsor Manufacturing Company,” to be located in the town of Windsor, in the county of Hartford, 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 hereditainents, chattels and effects of whatever kind they may be, as shall be necessary for the views and purposes of such corporation, and the saine to sell and dispose of at pleasure; also to sue and be sned, plead and be impleaded, defend and be defended, answer and be answered unto in any court of record or elsewhere; and said corpora
have and use a common seal, and may alter the same at their pleasure.
Resolved further, That the capital stock of said corporation shall be sixty-four thousand dollars, with liberty to increase the same from time to time to any amount not exceeding in the whole two hundred thousand dollars, and no additional stock shall be created except by a vote of the stockholders, 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 directors of said company shall prescribe ; and said company shall at all times have a lien upon all the stock of the members of said corporation invested therein for all debts due from them to said company.
Resolved further, That the stock, property and affairs of the 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 provided 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. 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.
Resolved further, That the directors of said corporation for the time being, 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 the business of said company; and also to make and establish such by-laws, rules and regulations as they may deem expedient, and the same to alter or repeal; provided always, that such by-laws, rules and regulations be not inconsistent with the laws of this state or the United States; and said directors shall and may, as often as the interests of said company will permit, declare a dividend or dividends of profit on each share, which shall be paid by the treasurer of said company.
Resolved further, That it'it shall so happen that an election of directors
should not take place in any year at the annual meeting of the corporation, the said corporation shall not for that reason be dissolved, but an election may be had at any time within one year, to be fixed upon and public notice thereof to be given by the directors.
Resolved further, That the books of said corporation, 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 said company shall be made by order of the directors.
Resolved further, That for debts which may at any time be due from said company, the stockholders thereof shall not be responsible in their private capacity, but the property and estate of said corporation. Provided, that nothing contained in this act shall be construed to authorize or empower the said corporation to use their funds for any banking transactions; and also provided, that this grant shall be subject to be altered, amended or repealed at the pleasure of the general assembly.
Resolved further, That said corporation, within six months after the same shall be organized and go into operation under this charter, shall lodge a certificate with the town clerk of said town of Windsor, specify. ing the appraised value of the property constituting the capital stock of said corporation, and whenever said company shall increase its capital stock, said company shall within one month thereafter, leave a certificate with the said town clerk of the amount so added, and po part of the amount so certified and paid shall be withdrawn, unless a certificate of the amount so withdrawn shall be
forthwith lodged for record in the office of the town clerk of the town of Windsor.
Resolved further, That if any part of the capital stock so certified shall be withdrawn, and no certificate thereof lodged for record as aforesaid, the directors ordering, causing or allowing such withdrawal or reduction of the capital stock, in case of the insolvency of said corporation in consequence thereof, shall be liable, jointly and severally as traders in company, for all debts owing by said corporation at the time of or subseqnent to the reduction of the capital stock aforesaid.
Resolved further, That in case the said Windsor Manufacturing Company heretofore incorporated as aforesaid, under the general law of the state, shall on or before the first day of August next, at a legal meeting thereof, pass a vote declaring the said corporation to be dissolvəd, the same shall therenpon be dissolved accordingly.
Resolved further, That nothing in this act contained shall be construed in any way to impair or affect the claims which any creditor of the said Windsor Manufacturing Company, heretofore established under a general law of this state, may have against said company or against the officers or stockholders, or property thereof, but the said creditors may enforce their said claims in the same manner as if this act had not passed.
Resolved further, That Samuel Williams and Hezekiah Huntington, Jr., of Hartford, or either of them, be and they are hereby authorized to call the first meeting of the corporation hereby formed, by forwarding by mail or otherwise a written or printed notice of the time and place of said meeting, at least one week previous thereto, to each of the stockholders of the said Windsor Manufacturing Company, heretofore established under a general law of this state.
INCORPORATING THE CONNECTICUT BOTANICO-MEDICAL SOCIETY.
Resolved by this Assembly, Sec. 1. That Drs. I. J. Sperry, of Hartford, and Ebenezer Robinson and Selden Sprague, of New Haven, and all other physicians and surgeons now members of the Connecticut Thompsonian Botanic Society, and all physicians and surgeons who shall hereafter become associated with them in pursuance of the provisions of this act, shall be and remain a body politic and corporate, by the name of the “ Connecticut Botanico-Medical Society,” and by that name they and their successors shall and may have perpetual succession ;-shall be capable of suing and being sued, of pleading and being impleaded, in all suits of whatever name or nature; may have a common seal and may alter the same at pleasure; and may also purchase, receive, hold and convey any estate, real or personal, to an amount not exceeding fifty thousand dollars.
Sec. 2. The members of said society shall hold an annual meeting on the second Tuesday of May, at such place or places as may be designated by them; and being thus assembled shall elect from among their number a president, vice president, corresponding and recording secretaries, treasurer and a board of censors, of not exceeding five, who shall hold their offices one year or until others are chosen. Said society, when so assembled, shall have power to make by-laws for the regulation and government of the society, and for the promotion of the objects of the same, not repugnant to the laws of the United States or of this stateto lay a tax upon the members of said society, not exceeding five dollars per year, to be collected by the corresponding secretary and to be paid over to the treasurer of the society; to dispose of the moneys thus raised, and all other property of the society, in such a manner as they may think proper to promote the welfare and interest of the society.
Sec. 3. The society shall also have power to establish a school for the purpose of educating students for the Botanico-Medical practice, and the officers of the society shall constitute a board of trustees for the management of the same; to provide ways and means for its support, and to take any measures not contrary to the laws of the United States or of this state, to ensure its success.
Sec. 4. At all meetings of the society the president shall preside, or in case of his absence, the vice president shall preside, and in case of the