Stockholders

19. And be it enacled, That all the stockholders of every manufacturing company established under this act shall be liable for debts. jointly and severally liable for all debts and contracts made by such company, until the amount of the capital stock from timeto time fixed and limited by the company in manner aforesaid, shall have been paid in, and a certificate thereof shall have been made and recorded in the clerk's office and published, as prescribed in the following section.

Certificate of

paid in.

20. And be it enacted, That the president and directors, with the secretary and treasurer of each company, within amount of stock thirty days after the payment of the last instalment of the capital stock so fixed and limited by the company, shall make a certificate stating the amount of the capital so fixed and paid in; which certificate shall be signed and sworn, or affirmed to by the president, secretary, and treasurer and a majority of the directors, and they shall, within the said thirty days, cause the same to be recorded in a book to be kept for that purpose in the office of the clerk of the county wherein the manufactory is established, and also, to be published for three weeks in a newspaper circulating in said county.

Certificate of increase of capital stock.

Officers liable

21. And be it enacted, That if any of the said companies shall increase their capital stock, as before provided in this act, the officers mentioned in the preceding section, within thirty days after the payment of the last instalment of such additional stock, shall make a certificate of the amount so added and paid in, and sign and swear, or affirm, to the same, and cause it to be recorded and published in the manner provided in the preceding section.

22. And be it enacted, That if any of the said officers shall neglect or refuse to perform the duties required of them for debts in case in the two preceding sections, they shall be jointly and seveof neglect. rally liable for all debts of the company contracted after the expiration of the said thirty days, and before such certificate. shall be recorded as aforesaid.

tal stock.

23. And be it enacted, That every such company may, by Company may a vote at any meeting called for that purpose, reduce its capireduce its capital stock; and in such case a certified copy of the vote shall, within thirty days after the passing thereof, be recorded in the said book in the clerk's office for the county wherein the manufactory is established, and published for three weeks in a newspaper circulating in said county, and in default thereof, the directors of the company shall be jointly and severally liable for all debts of the company contracted after said thirty days, and before the recording of the copy of the vote as aforesaid.

24. And be it enacted, That if any part of the capital stock

be withdrawn

of said company shall be withdrawn and refunded to the No part of ea stockholders, before the payment of all the debts of the com- pital stock to pany contracted previously to the recording and publishing of before payment a copy of a vote for that purpose, as prescribed in the preced- of debts. ing section, all the stockholders of the company shall be jointly and severally liable for the payment of the said last mentioned debts.

lished.

25. And be it enacted, That every such company shall give Annual statenotice in the month of January, annually, in some newspaper ment to be pubcirculating in the county where the manufactory is established, of the amount of stock actually paid in, and the amount of existing debts, and amount of all the assets of said company deemed good, which notice shall be signed by the president and a majority of the directors, and verified by their oaths or affirmations; and if any of the said companies shall fail so to do, all the stockholders of the company shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be contracted before such notice shall be given.

when company

26. And be it enacted, That if the directors of any such Dividends not company shall declare and pay any dividend when the com- to be declared pany is unable to pay its debts, or any dividend, the payment is unable to pay of which would render it so unable, they shall be jointly and its debts. severally liable for all the debts of the company then existing and for all that shall be thereafter contracted, so long as they shall respectively continue in office; provided, that the amount for which they shall be so liable shall not exceed the amount of such dividend; and that if any of the directors shall be absent at the time of making the dividend, or shall object thereto, and, in case of being so absent or so objecting, shall file their objection in writing with the secretary of the company, and publish the same in a newspaper circulating in the county wherein the said company is located, such directors shall be exempted from the said liability.

27. And be it enacted, That no note or obligation given by No loan to be any stockholder, whether secured by any pledge or otherwise, made to stockshall be considered as payment of any part of the capital stock; and no loan of money shall be made to a stockholder therein; and if any such loan shall be made to a stockholder, the officers who shall make it, or who shall assent thereto, shall be jointly and severally liable, to the extent of such loan and interest, for all the debts of the company contracted before the repayment of the sum so loaned.

28. And be it enacted, That the whole amount of the Debts not to debts which any such company shall at any time owe, shall exceed amount of capital stock not exceed the amount of its capital stock actually paid in; paid in. and in case of any excess, the directors under whose admin

istration it shall happen shall be jointly and severally liable, to the extent of such excess, for all the debts of the company then existing, and for all that shall be contracted, so long as they shall respectively continue in office, until the debts shall be reduced to the said amount of the capital stock; provided, that any of the directors who shall be absent at the time of contracting any debt contrary to the foregoing provisions, or who, being present, shall object thereto, may exempt themselves from the said liability, by forthwith giving notice of the fact to the stockholders at a meeting, which they may call for that purpose.

29. And be it enacted, That every corporation created Office of secre- under the provisions of this act shall keep the office of its setary to be kept retary, together with its records and papers, at some place within this state.

in this state.

Parol contracts binding.

Three stockholders may call meeting in certain cases.

Penalty for

false representation.

Actions may be

maintained

30. And be it enacted, That parol contracts may be binding on any company created under the provisions of this act, if made by an agent duly authorized by a corporate vote or under the general regulations of the company; and contracts may be implied on the part of such corporation from their corporate acts, or those of an agent whose powers are of a general character.

31. And be it enacted, That whenever, for want of suffi cient by-laws for the purpose, or of officers duly authorized, or from the improper neglect or refusal of such officers, or from other legal impediment, a legal meeting of any company cannot be otherwise called, three or more stockholders thereof may call a meeting of the company, by giving ten days' notice in a newspaper circulating in the county; and such meeting. so called, shall be a legal meeting of the company; and if there be no officers of the company present, whose duty it is to preside at meetings, the stockholders present may elect officers for the meeting; and it shall be the duty of the secretary of the company to record the proceedings of such meeting in the book of minutes of the company.

32. And be it enacted, That if any certificate made, or any public notice given, by the officers of any manufacturing comin pursuance of the provisions of this act, shall be false pany in any material representation, all the officers who shall have signed the same, shall be jointly and severally liable for all the debts of the company contracted while they were stockholders or officers thereof.

33. And be it enacted, That when any of the officers of any manufacturing company shall be liable, by the provisions. against officers. of this act, to pay the debts. of such company, or any park

thereof, any person to whom they shall be so liable may have an action on the case against any one or more of the said officers; and the declaration in such action shall state the claim against the company, and the ground on which the plaintiff expects to charge the defendants personally; and such action may be brought notwithstanding the pendency of an action against the company for the recovery of the same claim or demand; and both of the said actions may be prosecuted until the plaintiff shall obtain payment of his debt and the costs of both actions.

34. And be it enacted, That when any of the said officers or Proceedings stockholders are liable, as mentioned in this act, for the debts may be had in chancery. of any such company, or any part thereof, the person to whom they are so liable may, instead of the other proceedings mentioned in this act, have his remedy against the said officers or stockholders by a bill in chancery.

Stockholders

35. And be it enacted, That any stockholder who shall, whether voluntarily or by compulsion, pay any debt of the compa- may recover of ny, for which he is made liable by the provisions of this act, company. may recover the amount so paid in an action on the case against the company, in which action the property of the company, only, shall be liable to be taken, and not the property of any stockholder of the company; or the stockholder who shall have so paid such debt of the company may file a bill in the court of chancery for contribution against any one or more of the stockholders who were originally liable with him for the payment of the said debts, and may recover against each of them their just and equitable proportion thereof, according to the number of their shares.

36. And be it enacted, That any officer of a manufacturing company who shall pay any debt of the company for which he is made liable by the provisions of this act, may recover the amount so paid in an action against the company for money paid for their use, in which action the property of the company, only, shall be liable to be taken, and not the property of any stockholder.

37. And be it enacted, That every agent or other person Agents to furhaving charge of any property of such company, on request nish schedule of any public officer having for service a writ of exccution of property, &ct against such company, shall furnish the names of the directors, stockholders, and secretary thereof, and a schedule of all its property, including debts due or to become due to such company, so far as he may have knowledge of the same.

case no pro

38. And be it enacted, That if any such officer, holding an Proceedings in execution, shall be unable to find other property belonging to perty can be such company liable to execution, he or the judgment creditor found.

may elect to satisfy such execution, in whole or in part, by any debts due such company, not exceeding the amount thereof; and it shall be the duty of any agent or other person having the custody of any evidence of such debt, to deliver the same to the officer, for the use of the creditor; and such delivery, with a transfer to the officer in writing, for the use of the creditor, and notice to the debtor, shall be a valid assignment thereof; and such creditor may sue for and collect the same in the name of such company, subject to such equitable set-offs on the part of the debtor as may be in other assignments.

39. And be it enacted, That every such agent or other perPenalty for reson who shall neglect or refuse to comply with the provisions fusal to comply of the two preceding sections, shall be himself liable to pay to with provisions the execution creditor the amount due on said execution, with

of act.

not liable for

ny.

costs.

40. And be it enacted, That no person holding stock in any Executors, &c. manufacturing company, as executors, administrators, guardians, or trustees, and no person holding such stock as collateral debts of compa- security, shall be personally subject to any liabilities as stockholders of such company, but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and the estates and funds in the hands of such executors, administrators, guardians, and trustees shall be liable in their hands, in like manner, and to the same extent, as the deceased testator or intestate, or the ward or person interested in such trust fund would have been if they had respectively been living and competent to act, and had held the same stock in their own names.

nay vote.

41. And be it enacted, That every such executor, adminis Executors, &c. trator, guardian, and trustee shall represent the share or stock in his hands at all meetings of the company, and may vote, accordingly, as a stockholder; and every person who shall pledge his stock, as aforesaid, may nevertheless represent the same at all such meetings, and may vote, accordingly, as a stockholder.

Time for settling up business after dissolution.

42. And be it enacted, That all corporations created under the provisions of this act, which shall expire by their own limi. tation, or shall be annulled by the legislature or otherwise, shall nevertheless be continued bodies corporate for the term of three years after the time when they would have been so dissolved, for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their concerns, to dispose of and convey their property, and to divide their capital stock, but not for the purpose of continuing the business for which such corporation may be established.