any law of this State to the contrary notwithstanding; but this act shall not be so construed as to confer banking powers upon said corporation. SEC. 4. The property and affairs of said company Management. shall be managed and conducted by a board of not less than three nor more than nine directors, who shall respectively be stockholders in said company, and who shall be elected as aforesaid by the stockholders at such Elections, etc. time and place as shall be directed by the by-laws of the corporation, each share of stock being entitled to one vote, and may be cast by the holder thereof or by proxy duly authorized; all such elections shall be by ballot, and the persons receiving the majority of votes cast shall be directors, and when any vacancy shall happen from any cause, it shall be filled for the remainder of the year in such manner as shall be provided for by the by-laws of said corporation; the number of directors, and how many shall constitute a quorum for the transaction of business, shall be determined by said by-laws. SEC. 5. The said directors shall annually, after their President. election, elect one of their number president, whose duty it shall be to preside at the meetings of the board, and in case of his absence at any meeting the directors present may elect a president pro tem. The directors. shall have power to make and prescribe such by-laws, By-Laws. rules, and regulations respecting the management of the property, concerns, business and stock of said corporation as they may deem expedient and proper. All meetings for the transaction of business for the corporation shall be held at their office, which shall be located in the city of Racine, and the manner and times of calling meetings shall be prescribed in the by-laws of said company. The directors shall have power to appoint a treasurer and secretary, and such other officers as may Officers. be required for the business of said company, and may remove the same at pleasure, and fix the compensation and define the duties of all officers. They shall have the power to decide the time, manner, and proportions Payment on in which the stockholders shall pay the money due, or stock. an equivalent therefor, on their respective shares, and to make such rules respecting the forfeiture of stock and shares as they may deem advisable; they shall also have power to appoint a time certain each year for the election of directors, but such election shall always be held at the office of said company, upon due notice to Proviso. the stockholders of not less than thirty days before such election; Provided, That if, for any cause, such election shall not be held at the time appointed, the same may be held at any time, upon a like notice being given to the stockholders, and the directors of the preceding year shall in all cases continue to act until the election of their successors in office. SEC. 6. Books of subscription to the capital stock of Opening of said company shall be opened at the office of C. S. books of subscription. Chase, in the city of Racine, on the first Monday of June next, under the inspection of Isaac Taylor, Thos. Falvey, John Riley, C. S. Chase and Henry St. George, and a majority of whom may keep said books open from day to day until at least thirty thousand dollars of said stock be subscribed for, and twenty dollars on each share of stock subscribed actually paid in, when the said persons above named may deliver to such subscribers said books, and the said subscribers shall then proceed to elect the board of directors as herein provided for, and such directors when so elected, shall at their first meeting determine the amount of capital of said corporation, and shall in no case exceed two hundred and fifty thousand dollars, and if such capital shall be fixed at any less sum than the last named amount, the same may at any time thereafter be increased by a two third vote of said directors at a regular meeting thereof to any amount not in the whole, however, exceeding the said sum of two hundred and fifty thousand dollars. When to elect directors. When stockhold'rs become SEC. 7. Each stockholder shall be liable for the debts against the corporation to the full amount of stock in personally lia- said corporation held by him, but before he shall be ble. sued on such liability for debts against the corporation, an execution must have issued against said corporation and been returned wholly or in part unsatisfied. SEC. 8. This act shall take effect and be in force from and after its passage. Approved February 23, 1857. Chapter 47. An Act to authorize the Common Council of the city of Oshkosh, Wis- The people of the State of Wisconsin, represented in ized to loan SECTION 1. The mayor and common council of the The mayor and city of Oshkosh are hereby authorized to loan the credit council auth'rof said city, by issuing its bonds to an amount not ex- credit of city ceeding twenty-five thousand dollars to any contractor for gas works. or company of contractors, who shall upon terms deemed most favorable by the common council, propose to construct gas works in the city of Oshkosh. SEC. 2. Said bonds shall be signed by the mayor and Bonds. countersigned by the clerk of said city, under the corporate seal thereof; and shall be in sums of one thousand dollars each, for a term not less than ten nor more than twenty years, and shall bear interest at a rate not exceeding seven per cent. per annum, payable semi-annually. SEC. 3. Said bonds shall not be issued nor delivered, Ordinance for except by virtue of an ordinance to be duly passed by issue of bonds. a vote of a majority of the aldermen of said city, at a regular meeting of the common council. inhabitants of eity. SEC. 4. No bonds shall be issued in pursuance of this Vote on issue act until a majority of the legal voters of said city of of bonds by Oshkosh, voting upon said question, shall vote in favor of the same, at an election which shall be called by the common council of said city for that purpose, to be held at the usual places of holding elections in the several wards of said city. At such elections, those voting in favor of the loan shall vote a ballot with the words, "for the gas works loan" inscribed thereon, and those voting against shall vote a ballot with the words, "against the gas works loan" inscribed thereon; twenty days notice shall be given of said election in two newspapers in said city, and this act shall be published in connection therewith. Said election shall be conducted and returns thereof made and canvassed in the same manner as at the general elections of said city. ་་ SEC. 5. This act shall take effect and be in force from and after its passage. Approved February 23, 1857. President and Chapter 48. An Act to authorize the village of Menasha to aid in the construction The people of the State of Wisconsin, represented in SECTION 1. For the purpose of aiding in the constructrustees may tion of the Wisconsin and Superior railroad, the presisubscribe to dent and trustees of the village of Menasha, are hereby capital stock certain authorized to subscribe to the capital stock of said railroad. railroad company for said village, an amount not exceeding one hundred thousand dollars, on the terms and conditions hereinafter mentioned. of a * In case the SEC. 2. The president and trustees may by resolution president neg- to be entered on the village records, authorize the presilect to subscribe. dent to subscribe for the village the amount of stock aforesaid, to issue the bonds herein provided for; and in case the president shall neglect or refuse to perform such service, the board of trustees may by like resolution appoint some one of their number who will perform the same. Issue of bonds. holders. SEC. 3. The president and board of trustees shall have power to issue the bonds of the said village, on not exceeding twenty years time, with coupons or interest warrants attached, drawing an annual interest of eight per cent, to be paid semi-annually at the office of said railroad company in the city of New York, or at any solvent bank in said city, of which due notice shall be given to pay for the stock so subscribed, and shall have power to levy a special tax on the taxable property in said village to pay the interest on such bonds, and also the principal when the same shall become due. Village subject SEC. 4. When such stock shall be subscribed as aforeto same liabil- said, said village shall have the same powers and priviities as stock leges, and shall be subject to the same liabilities as other stockholders in said company, excepting only the reservations and agreements which may be made by and between the president and board of trustees of said village and such railroad company.. Upon issue of SEC. 5. Upon the execution and delivery of one hundred thousand dollars or any less amount in the bonds pany shall ex- of said village of the denomination of not exceeding bonds the com one thousand dollars each, with coupons, or interest ecute to village warrants attached as aforesaid, the said railroad com- bonds, indemnifying village pany shall execute and deliver to the president and etc. trustees of said village a bond or bonds, to be approved by said president and board of trustees, obligating said railroad company to save said village harmless from all claims or demands against said village on account of any interest which may accrue or become due upon said bonds or any portion thereof, until such railroad or portion of road for the construction of which, such stock shall be subscribed, shall be in operation, and also to apply, and faithfully expend the avails of said. bonds in building said road, or portion thereof as aforesaid. And so long as such railroad company shall actually and punctually pay the accruing interest on such bonds, said railroad company shall be entitled to and receive all dividends declared on said stock. SEC. 6. Before the issue or delivery of any bonds, or Vote on issue subscriptions of stock by the president and trustees, in of said bonds. pursuance of this act, an ordinance for that purpose shall be submitted to and be approved by the legal voters of said village, at an election for that purpose, to be called by the board of trustees, of which at least two weeks notice shall be given by publishing the same, together with a copy of such ordinance, in some newspaper published in said village, which election shall be held at the usual place of holding village elections, and shall be conducted, and the votes returned and canvassed in the same manner as at other village elections; the votes at such election shall be by ballot, on which shall be written or printed the words, "for the railroad ordinance," or the words, "against the railroad ordinance," and if a majority of the whole number of votes cast at such election, shall be for the railroad ordinance, the bonds whose issue and delivery shall be provided for in such ordinance, may be issued and delivered and not otherwise. SEC. 7 The board of trustees shall have power and To further seauthority to make, conclude and enter into any agree- cure village, ment with said railroad company which they may ment of perand appointdeem necessary for the protection and security of said sons to reprevillage on account of taking such stock and issuing the sent village. bonds of said village in payment thereof as aforesaid, and the board of trustees of said village shall also have power, and it shall be their duty to appoint such per |