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Provided, that this resolution may be altered, amended or repealed at the pleasnre of the general assembly.

INCORPORATING THE ENFIELD MANUFACTURING COMPANY.

PASSED 1845.

Upon the petition of Henry Schoonmaker and others, praying for an act

of incorporation, as per petition on file:

Resolved by this Assembly, That Henry Schoonmaker and Henry A. Grant, their associates, successors and assigns, be and they hereby are constituted a body politic and corporate, for manufacturing purposes, with a capital of three hundred thousand dollars. And said corporation shall be organized in the manner, possess all the powers and be subjected to all the duties provided by an act, entitled “An act relating to Joint Stock Corporations," passed in 1837. And the name of said corporation shall be The Enfield Manufacturing Company.

Provided, that this resolution may be altered, amended or repealed at the pleasure of the general assembly.

INCORPORATING ENFIELD MANUFACTURING COMPANY.

PASSED 1848.

Upon the petition of H. A. Grant and others, praying for a grant of cer

tain corporate rights, as per petition on file, dated the 24th day of April, A. D. 1848 ;-this assembly having enquired into the allegations contained in said petition, do find the same to be true; therefore,

Resolved by this Assembly, That H. A. Grant, Henry G. Thomson, Samuel Parsons, F. S. & D. Lathrop, John Worthington, Henry Schoonmaker, George Burgess, George W. Betts, Condit & Scott, Joseph Blackwood, Joseph Steele, H. J. Sanford, Reune Martin, R. S. Cooke, Pierard & Ellis, Nathan Trotter, Thomson & Co., Annette A. Ellis, D. Stanton, Mrs. Cornelia A. Suydam and Doremus & Nixon, with all others who are or shall hereafter be associated with them, and their successors and assigns, be and they are hereby constituted a body politic and corporate, under the name of the “ Enfield Manufacturing Company,” to be located in the town of Enfield, in Hartford county, 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, occnpy, possess and enjoy, to them and their successors, any goods, lands, tenements or hereditaments, chattels and effects, of whatever kind they inay be, which shall be necessary for the views and purposes of such corporation, and the same · to sell and dispose of at pleasure; also, to sue and be sued, defend and be defended, answer and be answered unto, in any court of record or elsewhere; and said corporation may have and use a common seal, and may alter the same at their pleasure.

The capital stock of said corporation shall be one hundred ninety-nine thousand, two hundred dollars, with liberty to increase the same from time to time to an amount not exceeding in the whole four 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 by-laws thereof shall prescribe; and said company shall at all times have a lien upon all the stock and property of the members thereof invested therein, for all debts due from them to said company.

The stock, property and affairs of said company 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 prescribed 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 holder thereof to one vote, and such vote may be given either personally or by proxy. The directors, 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 as often as the business of the company will admit, may declare a dividend of profits on each share, which shall be paid by the treasurer of said company; and the stockholders may from time to time make and establish such by-laws, rules and regulations as they may deem expedient, and the same may alter or repeal, provided the same be not inconsistent with the laws of this state or the United States. If it shall so happen that an election of directors shall not take place in any year at the annual meeting of the company, the same 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.

The books of said company 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 the affairs of the company shall be made, by order of the directors. For the debts which may at any time be due from said company, the stockholders thereof shall not be re. sponsible in their private capacity, but the property and estate of said

company; and nothing contained in this act shall be construed to authorize or empower the said company to use their funds for any banking transactions. The said company, 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 the town of Enfield, specifying the appraised value of the property constituting the capital stock of the company. And whenever said company shall increase its capital stock, said company shall within one month thereafter lodge a certificate with said town clerk, of the amount so added, and no part of the amount so certified and paid in shall be withdrawn, except by consent of this assembly. If any part of the capital stock so paid in and certified, shall be withdrawn without the consent of this assembly, the directors and stockholders ordering, causing or allowing such withdrawal or reduction of the capital stock, in case of the insolvency of the company in consequence thereof, shall be liable, jointly and severally, as traders in company, for all debts owing by said company at the time of, or subsequent to, such reduction of the capital stock. Immediately upon the organization of the company hereby created, all the real and personal estate of every description, including rights of action, belonging to the association heretofore known as the Enfield Manufacturing Company, shall become vested in the company hereby created, its successors and assigns; and the company hereby created may sustain suits on all such rights of action, in the same manner as if such rights of action had originally accrued to said new company; and said new company shall be liable for all debts and claims of every description that may exist against the association heretofore known as the Enfield Manufacturing Company, and may be sued thereon in the same way as if such debts and claims had orignally accrued against said new company. Provided, that nothing herein contained shall in any way affect or impair the claims which any person may have against the association heretofore existing, known as the Enfield Manufacturing Company, its officers, stockholders or property : but such persons may sue, prosecute and enforce their claims against said association, its officers and property, in the same manner as if this resolve had not passed. That H. A. Grant, of Hartford, and Samuel Parsons, of Durham, 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 such meeting, at least one week previous thereto, directed to each of the persons and firms named as corporators in this resolve.

This resolve may be altered, amended or repealed at the pleasure of the general assembly.

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Upon the petition of Edmund G. Howe and others, praying for a grant of

certain corporate rights to the Greenwoods Company, as per petition

on file, dated May 1st, 1850;—this assembly, having considered the allegations in said petition contained and found the same to be true, therefore,

Resolved by this Assembly, SEC. 1. That Edmund G. Howe, Julius Catlin, David F. Robinson, John C. Smith, James Goodwin and Sanford Brown, with such others as now are, or hereafter may be associated with them, and their successors and assigns, be and they hereby are constituted a body politic and corporate, under the name of “ Greenwoods Company," to be located in the town of New Hartford, in Litchfield county, for manufacturing purposes, and by that name they and their successors shall be and hereby are empowered to purchase, take, hold, occupy, possess and enjoy property of all kinds, real, personal and mixed, which may be necessary and convenient for the due management of said company's concerns, and the same to sell, transfer and dispose of at pleasure; also to keep a manufacturers' store; also to sue and be sued, defend and be defended, answer and be answered unto, in any court of record or elsewhere; also to make and execute all needful rules and by-laws for their own regulation; and said corporation may adopt and use a common seal, and alter the same at discretion; provided, that no by-law of said company shall be contrary to the laws of this state or the United States.

SEC. 2. As soon as the said company shall be organized according to the subsequent provisions of this act, all the estate, effects and property of every description, including rights of action, belonging to the association, heretofore known as the Greenwoods Company, shall become vested in the company hereby constituted, its successors and assigns; and the company hereby incorporated may maintain suits on all rights of action which have accrued and are still outstanding in favor of tbe former association aforesaid, as if the same had accrued to the new company in its own right; and said new company shall be liable upon all debts and claims which do now or hereafter shall lawfully exist against the former association aforesaid, and may be sned thereon in the same way as if the said new company had, by acting in its own behalf, incurred said debts or become liable on said claims. Provided, that nothing herein contained shall be held to exempt the former association aforesaid, or its stockholders, or its property, from its or their liability to legal process founded upon any debt or claim heretofore contracted or incurred by the said former association, and provided that all persons holding such claims shall be able to pursue their lawful remedy against said former association, as if this act had not been passed.

SEC. 3. The capital stock of said corporation shall be two hundred thousand dollars at least, with liberty to increase the same from time to time to an amount not exceeding five hundred thousand dollars, and such increase or addition shall be made only by a major vote of the stockholders present at an annual meeting or a meeting specially warned for that purpose; and the shares of said capital stock shall be twenty-five dollars each, which shall be deemed personal property, and be transferable only on the books of said company in the form prescribed in the company's by-laws; and said company shall have at all times a lien on any and every stockholder's share or shares for all debts due from such stockholder to

the company; but nothing in this act contained shall be held to authorize the said coinpany to use their funds for banking transactions.

SEC. 4. The affairs of said corporation shall be managed by not less than three or more than twelve directors, who shall be chosen from among and by the stockholders annually, at such time and place as shall be prescribed by the company's by-laws, and shall continue in office until their successors are chosen ; provided, that the said company shall not be dissolved by reason of a failure to elect directors at any annual meeting, and that an election may be had at any time within one year, of which the time and place shall be appointed, and notice whereof shall be given by public advertisement by the directors.

Sec. 5. A majority of the stockholders present at any legal me shall be capable of transacting the business of such meeting, and each share of stock shall entitle the owner thereof to one vote, which may be given in person or by proxy; and a majority of the directors, at any meeting, shall constitute a board for the transaction of business.

SEC. 6. The directors, or a major part of them, shall have power to fill any vacancies in their board, which may occur 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 shall deem expedient for the prosecution of their business, and may declare from time to time dividends of the profits of said company, which shall be paid by the treasurer.

Sec. 7. The books of account of said company shall be open at all reasonable times for the inspection of any of the stockholders, and as often as once a year a statement of the affairs of the company shall be made by the order of the directors; and no stockholder shall be liable in his individual capacity for the debts of said company, but only the property and estate of said corporation.

SEC. 8. The said company, within six months after the same shall have been organized under this act, shall lodge a certificate with the town clerk of the town of New Hartford, specifying the amount of the capital stock of said company; and whenever any addition is made thereto, a certificate of the amount so added shall be left and lodged with the said town clerk within one month after the same is paid in; and the secretary of the company shall make a certificate, under oath, of the amount of stock subscribed, of the names of the stockholders, and the amount held by each ; which certificate shall be made once a year, and filed in the office of the secretary of state of the state of Connecticut.

Sec. 9. If any part of the capital stock, duly certified to have been paid in, shall be withdrawn without the consent of the general assembly, the directors and stockholders who shall order, cause or allow such reduction of the capital stock, in the event of the insolvency of the company in consequence thereof, shall be liable, jointly and severally, as partners or joint traders, at the time of such reduction, or subsequently thereto.

Sec. 10. Edmund G. Howe, Julius Catlin and John C. Smith, or either of them, are hereby authorized to call the first meeting of the corporation hereby constituted, by forwarding by mail or otherwise a written or printed notice of the time and place of such meeting, at least one week previous thereto, directing the same to each person and firm now

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