of January as aforesaid, it shall be lawful to choose them on any other day, in the manner herein provided.

SECT. 4. Be it further enacted, That the directors, when President. chosen, shall meet as soon as may be after every election, and shall choose out of their body one person to be president, who shall be sworn or affirmed to the faithful discharge of the duties of his office, and who shall preside for one year. And in case of the death, resignation or inability to serve, of the president or any director, such vacancy or vacancies shall be filled for the remainder of the year in which they happen, by a special election for that purpose, to be held in the same manner as herein before directed respecting annual elections of directors.

business.

SECT. 5. Be it further enacted, That the president and Board for doing four of the directors, or five of them in his absence, shall be a board competent to the transaction of business, and all questions before them shall be decided by a majority of votes ; and they shall have power to make and prescribe such by-laws, rules and regulations as to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects of said company, and the transfer of the shares, and touching the duties and conduct of the several officers, clerks and servants employed, and the election of directors, and all such matters as appertain to the business of insurance, and shall also have power to appoint a secretary, and as many clerks and servants for carrying on the business, and with such salaries and allowances to them, and to the president, as to the said board shall seem meet provided, such by-laws and regulations shall not be repugnant to the constitution and laws of this Commonwealth.

SECT. 6. Be it further enacted, That any two or more of First meeting. the persons named in this act are hereby authorized to call a meeting of said company, by advertising the same in any newspaper printed in New Bedford, for two successive weeks, for the purpose of electing their first board of directors, who shall continue in office till the first Monday of January next, and until others shall be chosen in their stead provided, however, that this charter shall be void, unless put in operation agreeably to the terms of it, within one year from and after the passing of this act and provided, also, that the said company shall not take Risks. any risk, or subscribe any policy, by virtue of this act, until fifty thousand dollars of the capital stock of said company shall have been actually paid in, and they shall at no time take any one risk, by way of a policy of insurance, maritime loan or bottomry, or otherwise, to a greater amount than ten per cent. on their capital actually paid in.

SECT. 7. Be it further enacted, That said insurance com- Location. pany shall be located and kept in the town of New Bedford, and it shall be liable to be taxed by any general law providing for the taxation of all similar corporations. [June 9, 1831.]

Chap. 10.

porated.

An ACT to incorporate the Springfield Canal Company.

SECT. 1. BE it enacted by the Senate and House of Representatives, in General Court assembled, and by the authority of Persons incor- the same, That Benjamin Day, James Brewer, Samuel Henshaw, Edmund Dwight, Jonathan Dwight, Jr., Francis Stanton, Israel Thorndike, Harrison Gray Otis, Samuel A. Eliot, William H. Eliot, George W. Lyman, James K. Mills, Gorham Brooks and George Bliss, and their associates, successors and assigns, be, and they hereby are constituted a body politic and corporate, by the name of the Springfield Canal Company; and as such may sue and be sued, have a common seal, and alter and renew the same at pleasure; may from time to time choose a clerk, treasurer, directors and other needful officers, may make rules and by-laws provided, the same are not repugnant to the constitution or laws of this Commonwealth; and generally may do and execute whatever by law shall appertain to bodies politic and corporate.

Capital stock.

Assessments.

1829 ch. 53.

Real and personal estate.

May construct a

canal with locks.

First meeting.

SECT. 2. Be it further enacted, That the capital stock of said corporation shall not exceed three hundred thousand dollars, and the same may be divided into shares, and the said shares may be transferred in the manner prescribed by said corporation. And the said corporation shall have all the powers, in relation to assessments upon said shares, and the enforcement and collection thereof, which are contained in the fifth section of the act "defining the general powers and duties of manufacturing corporations," passed the twenty-third day of February, in the year of our Lord one thousand eight hundred and thirty.

SECT. 3. Be it further enacted, That said corporation shall have power to take and hold real estate, not exceeding in value the sum of one hundred thousand dollars, exclusive of such improvements as may be made thereon, and personal estate, not exceeding in value the sum of two hundred thousand dollars; and the said corporation may improve, sell or release their estates, as all other proprietors or owners of estates may lawfully do.

SECT. 4. Be it further enacted, That said corporation shall have power to make and construct a canal, with locks, upon and through any estates which they may hereafter own, adjoining or near to Chickapee river, in Springfield, in the county of Hampden, and through and over any public highways or town ways, running through or adjoining such lands: provided, that when the same canal shall pass any such highway, or town way, the said corporation shall make and maintain, in good repair, a suitable bridge or bridges over the same. And the said corporation shall have power to take, own and improve any mills and water powers connected with their estates, to construct and sell machinery, and erect any building suitable therefor, and to construct, own and use any boats in the navigation of said canal and of said Chickapee river, or of the Connecticut river.

SECT. 5. Be it further enacted, That any three of the persons named in this act, may call the first meeting of said corporation, by giving notice of the time and place of meeting, in a

newspaper printed in said Springfield, twenty days before the time of meeting. [June 9, 1831.]

An ACT to incorporate the Firemen's Insurance Company in the city of Boston. SECT. 1. BE it enacted by the Senate and House of Representatives, in General Court assembled, and by the authority of

the same, That John S. Ellery, Ignatius Sargent, Thomas H. Persons incorPerkins, H. G. Otis, William Prescott, William Appleton, Jo- porated. seph Tilden, Samuel Appleton, Amos Lawrence, L. M. Sargent, Thomas C. Amory, James Barry, Jr., Elijah Clark, Edward G. Prescott, William G. Eaton, Henry Curtis, John Collamore, Jr., William Willett, and their associates, successors and assigns, be, and they hereby are incorporated into a company and body politic, by the name of the "Firemens' Insurance Company," with full power and authority to make insurance against fire on all buildings and property liable to be burned and damaged by fire, for and during the term of twenty years after the passing of this act, and by that name may sue and be sued, plead and be impleaded, appear, prosecute and defend to final judgment and execution, and have a common seal, which they may alter at pleasure, and may purchase, hold and convey any estate, real or personal, for the use of said company provided, Real estate. they shall not hold real estate exceeding the value of fifty thousand dollars, excepting such as may be taken for debt by said company, or held as collateral security for debts due to them.

SECT. 2. Be it further enacted, That the capital stock of Capital stock, said company shall be three hundred thousand dollars, and shall and shares. be divided into shares of twenty-five dollars each, of which no stockholder shall have more than three hundred; and fifty per centum of the capital stock shall be paid in money within sixty days from the first meeting of said company, and the residue also in money within two years from and after the first meeting of said company, in such instalments, and under such penalties, as the president and directors shall direct and appoint, and said stock shall be invested according to the laws of this Commonwealth regulating insurance stocks.

election of

SECT. 3. Be it further enacted, That the stock, property, Number and affairs and concerns of said company shall be managed and con- directors. ducted by twelve directors, one of whom shall be president thereof, who shall hold their offices for one year, and until others are chosen, and shall at the time of their election be stockholders of said company, and citizens of this Commonwealth, and shall be elected annually on the second Monday of July, at such time and place, in the city of Boston, as a majority of the directors for the time being may appoint, of which election public notice shall be given in any three of the newspapers printed in said city, ten days next preceding such election, and the election shall be made by ballot, by a majority of the votes of the stockholders present, allowing one vote to each share in the capital stock: but Right of voting. no stockholder shall vote at any election for directors, unless the share or shares, upon which he may claim to vote, shall have

Election of president and other officers.

Board for doing business.

Insurance and limitation of

risks.

been standing in his name in the books of the corporation, for at least two months previous to such election: provided, no stockholder shall have more than one hundred and twenty votes, and absent stockholders may vote by proxy, under such regulations as the company shall prescribe; and if from any accident the said directors should not be chosen on the second Monday of July as aforesaid, it shall be lawful to choose them on another day in manner herein prescribed.

SECT. 4. Be it further enacted, That the directors so chosen shall meet as soon as may be after every election, and shall choose out of their number one person to be president, who shall be sworn faithfully to discharge the duties of his office during the period for which he is elected, and the said directors shall establish such compensation for his services as to them shall seem fit; and in case of the death, resignation, or inability to serve, of the president, or any director, such vacancy or vacancies shall be filled, for the remainder of the year in which they may happen, by a special election, at a meeting of the stockholders to be notified and held as is herein before directed in case of annual elections, and that the directors of said corporation, for the time being, seven of whom shall form a quorum, shall have power to appoint a secretary, and such clerks, agents, servants, and other officers, as shall be necessary for the conducting and executing the business of the said corporation, and to allow the said persons so appointed such compensation for their services respectively, as they shall deem reasonable, and to take security from any of the said officers, for the faithful discharge of their duties.

SECT. 5. Be it further enacted, That the president, and six of the directors, or seven of the directors in the absence of the president, shall be a board competent for the transaction of business, and all questions before them shall be decided by a majority of votes; and they shall have power to make and prescribe such by-laws, rules and regulations, as to them shall appear needful and proper, in respect to the disposition and management of the stock, property, estate and effects of said company, and the transfer of shares therein, and the powers, duties and conduct of the several officers, clerks and servants employed in the service of the company, and the election of the directors, and the making of policies, and all such matters as appertain to the business of insurance provided, such by-laws, rules and regulations be not repugnant to the constitution and laws of this Commonwealth; and they shall also have power and authority, in behalf of said company, to make insurance on any property or building, against damage to the same by fire, originating in any cause except design in the assured, for such time, and on such conditions, and for such premiums, as the parties may agree to, and to accept notes or other security for the premium: provided, that the said company shall not insure on any one risk more than ten per centum on the amount of the capital stock paid in and all policies of insurance by them made shall be subscribed by the president, or two of the directors, and countersigned by the secretary, and

shall be binding and obligatory upon the said company, when so signed, and have the like effect and force, as if under the seal of the company; and all losses, duly arising under the policies so subscribed, may be adjusted and settled by the president and board of directors, or such agent as they shall authorize, and such adjustment shall be binding on said company.

merchandize.

SECT. 6. Be it further enacted, That the said company shall Shall not deal in not directly nor indirectly deal or trade in buying or selling any goods, wares, merchandize or commodities whatever.

SECT. 7. Be it further enacted, That, once in each year, Statement of and oftener if required by a majority of the votes of the stock- affairs. holders, the directors shall lay before the stockholders, at a general meeting, an exact and particular statement of the profits, if any there be, after deducting losses, and dividends, and also of the losses which shall have happened, and of the property and affairs of the corporation; and the president and directors of said company shall, when, and as often as required by the Legislature of this Commonwealth, lay before them a statement of the affairs of said company, and submit to an examination concerning the same under oath.

SECT. 8. Be it further enacted, That it shall be the duty Dividends. of the directors to make semi-annual dividends of the interest arising from the capital stock, and of the profits of said company, if it should appear to them adviseable, and annually to set aside one tenth part of the net income, over and above six per centum, to be appropriated to the use and benefit of the Boston fire departiment, in such manner as they shall see fit; but monies received and notes taken for premiums of risks, which shall be undetermined and outstanding at the time of making any dividend, shall not be considered as part of the profits of said company: and in case of any loss, whereby the capital stock shall be lessened, no subsequent dividend shall be made, until a sum equal to such diminution shall have been added to the capital.

SECT. 9. Be it further enacted, That any three of the persons named in the first section of this act, are hereby authorized to call a meeting of said company in Boston, by advertising the same for two weeks successively in any three newspapers printed in said Boston, for the purpose of electing the first board of directors, who shall hold their offices until the second Monday in July, A. D., one thousand eight hundred and thirty-two, or until another board shall be chosen.

First meeting.

SECT. 10. Be it further enacted, That the shares of the Transfer of capital stock of the said corporation shall be assignable and trans- shares. ferable according to such rules and regulations, as the president and directors shall, for that purpose, ordain and establish, and not otherwise.

sold for one

year.

SECT. 11. Be it further enacted, That the capital stock of Stock not to be said insurance company, or any part of it, shall not be sold or transferred during the term of one year after the charter shall be put in operation as aforesaid: and in case the same shall not be put