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purchase, take, hold, occupy and enjoy any lands, tenements or hereditaments, in the county of Hartford, as shall be necessary for the views and purposes of said corporation, and the same or any part thereof, sell, lease and dispose of at pleasure, or to take a lease or leases of any such lands and real estate for a term or terms of years; also to sue and be sued, plead and be impleaded, 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.
SEC. 2. The capital stock of said corporation shall be seven hundred and fifty thousand dollars, with liberty to increase the same from time to time to an amount not exceeding in the whole, one million dollars. And that a share of said stock shall be one hundred dollars, 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 corporation shall prescribe. And said company shall at all times have a lien upun the stock or property of the members of said corporation invested therein for all debts due from them to said company. And said corporation may organize, go into operation and commence business whenever and as soon as two hundred thousand dollars of said stock shall be taken up and subscribed for.
Sec. 3. The stock, property and affairs of said corporation shall be managed by not less than three nor more than seven directors, one of whom they shall appoint their president, who shall hold their offices for one year and until others are chosen; which said directors shall be stockholders, and shall be annually elected at such time and places as the by-laws of said corporation shall prescribe. A majority of said directors shall in all cases 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, which vote may be given by said stockholder in person or by lawful proxy. That the first meeting of the corporation hereby formed, may be called by the person or persons designated for that purpose by the corporators named in the first section of this act, at such time and place, and giving such notice of such meeting, as the person or persons, or a majority of them thus designated, shall deem reasonable and proper.
SEO. 4. The president and directors for the time being, or a major part of them, shall have power to fill any vacancy which may happen in their board, by death, resignation or otherwise, for the then current year; to appoint and employ from time to time, a secretary, treasurer, and such other officers, mechanics and laborers as they may think proper, for the transaction of the business and concerns of said company, and may require said secretary, treasurer and other officers, to give such security, by bond or otherwise, for the faithful discharge of their trusts and duties, as said directors shall deem proper; and also to make and establish such by-laws, rules and regulations as they shall deeni expedient for the better management of the concerns of said corporation, and the same to alter and repeal. Provided always, that such by-laws, rules and regulations be not inconsistent 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.
Sec. 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 the directors. And said directors may obtain new subscriptions to the capital stock at any time, not exceeding in the whole the sum of one million 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 his, her or their rights and interests whatever in said stock. Provided, that nothing herein shall be construed to authorize and 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, 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 any part of the capital stock paid in and certified, shall be withdrawn without the consent of the general assembly, the directors ordering, cansing 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.
SEC. 9. This act shall be subject to be altered, amended or repealed at the pleasure of the general assembly.
AMENDING THE CHARTER OF THE NORWALK MANUFACTURING COMPANY.
WHEREAS, the Norwalk Manufacturing Company, incorporated by a res
olution passed by the general assembly of this state, at the session thereof holden in May, 1832, omitted to elect their annual officers in the year 1841, and by reason thereof, their charter of incorporation is forfeited; and whereas the provisions of the general law of this state, passed in 1812, do not furnish them with an adequate remedy, therefore,
Resolved by this Assembly, The said charter of incorporation be restored, and that the same be and hereby is declared to be in full force; and that said company be and they hereby are invested with all the rights and powers given or granted by said charter; and that George St. John and Joseph W. Hubbel, or either of them, be anthorized to call the stockholders of said company together, some time in the month of June, 1843, at the house of David Stephenson in said Norwalk, for the choice of officers, and the transaction of other necessary business, by notice in writing, served personally on each stockholder, by a copy left at the usual place of abode of the several stockholders, at least three days before the day of meeting.
AUTHORIZING NORWICH AND NEW YORK MANUFACTURING COMPANY TO
CLOSE ITS AFFAIRS.
WHEREAS, the stockholders of the Norwich and New York Manufacturing
Company, of Norwich, in said state, are desirous of liquidating and of closing up the concerns of said company, but have not a legal board of officers to effectuate this object, having heretofore failed to hold their annual meetings and give notice thereof, agreeably to the requirements of their charter; therefore it is
Resolved by this Assembly, That a meeting of the stockholders of said company, for the choice of directors, may be convened at the town hall in said Norwich, on the 20th day of June next, at 10 o'clock A. M., by a notice in writing, specifying the object of said meeting, signed by the secretary or acting president of said company, and published in a newspaper printed in said Norwich, also in Boston and New York, twelve days at least before said 20th day of June, and said stockholders when so convened shall have the power by a vote of a majority of the stockholders to ratify and confirm all and every act, vote or proceedings done or passed at any former meeting of said company, though informally held; also all acts heretofore done by persons claiming to have acted as directors or officers of said company; provided such acts, votes and proceedings be not inconsistent with the charter of said company, or the laws of this state, and that said new board of directors chosen at said meeting, shall have all the powers given directors of said company by the charter of incorporation.
INCORPORATING THE QUINEBAUG MANUFACTURING COMPANY.
Resolved by this Assembly, That Henry Hall, Charles W. Rockwell and Hezekiah Lord, their associates, successors and assigns, be and they hereby are constituted a body politic and corporate for manufacturing purposes, with a capital of five hundred thousand dollars, with liberty to increase the same to twelve hundred thousand dollars, and said corporation shall 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 Quinebaug Manufacturing Company.
Provided, that this resolution may be altered, amended or repealed at the pleasure of the general assembly.
INCORPORATING THE QUINEBAUG COMPANY.
Upon the petition of William B. Tobey and others, praying for an act of
Resolved by this Assembly, SEC 1. That William B. Tobey, Jacob Dunnell, Amos D. Lockwood, Rhodes B. Chapman, Nathaniel W. Brown, Peleg A. Rhodes, Henry Lippitt, Robert L. Lippitt, Thomas L. Dunnell and Moses B. Lockwood, 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 Quinebaug Company, to be located in the town of Brooklyn and Killingly, in the county of Windham and state of Connecticut, for manufacturing muslin-de-laines and other articles composed wholly or in part of wool, cotton, flax or silk, also for manufacturing machinery and for grinding grain and for mercantile purposes, and by that name they and their successors and assigns shall be and hereby are authorized and empowered to purchase, take, hold, use, occupy, possess and enjoy, to them, their successors and assigns, any and all goods, lands, tenements, hereditaments, chattels and effects of what kind soever they may be, which shall be necessary or convenient for the purposes and management of such corporation and the business and concerns thereof, and the same 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 adopt, have and use a common seal, and may alter the same at their pleasure.
SEC. 2. The capital stock of said corporation shall be one hundred and seventy-five thousand dollars, with liberty to increase the same, from time to time, to an amount not exceeding in the whole the sum of three hundred thousand dollars; and no additional stock shall be created, except by a vote of the stockholders of said corporation, at a meeting thereof specially called for that purpose; and the shares of said capital stock shall be one hundred dollars, and each share shall entitle the holder thereof to one vote, which may be given either personally or by proxy.
SEC. 3. The affairs of said corporation shall be managed ; its officers chosen ; assessments called in ; quorums of stockholders and directors constituted and vacancies filled, in conformity to sections 200, 202, 203, 204, 205, and 206, of an act entitled an “Act concerning Communities and Corporations," of the “ revised statutes” of this state; and said corporation shall be subject to the provisions of sections 207, 209, 214 and 215 of said act, all which sections herein enumerated are hereby made and constituted a part of this charter.
SEC. 4. The said company, within two months after the same shall be organized and go into operation under this charter, shall lodge a certificate with the secretary of state and the town clerks of the towns of Brooklyn and Killingly, specifying and containing the amount of capital stock actually paid in and belonging to said company, together with the names of the stockholders and the number of shares owned by each. And whenever said company shall increase its capital stock, said company shall, within one month thereafter, lodge a certificate with said town clerks of the amount so added, and shall also, in the months 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, as 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, and before the expiration of thirty days after the times herein named for making said certificate, deposit the same with the town clerks of the towns of Brooklyn and Killingly aforesaid, also with the secretary of state a like certificate, embracing the debts and credits of said company; which said certificates so to be made and lodged as aforesaid, shall be signed by the president and one or more directors, and verified by their oaths; and said town clerks, respectively, shall record the same at full length, and shall receive for recording every certificate the sum of twenty-five cents. And said company shall also on the first day of January, April, July and October, or within ten days next thereafter, lodge with the town clerks of said towns a certificate showing the transfer (if any) of the capital stock of said company, made