TITLE XVII.

FISHING COMPANIES

RESOLVE INCORPORATING BRIDGEPORT WHALING COMPANY,

PASSED, MAY 1833.

Sec. 1. Resolved by the Senate and House of Representatives, in General Assembly convened, That Eben Fairchild, Daniel Tomlinson, David P. Minot, Samuel F. Hurd, David Perry, and all such persons as may from time to time be associated with them and their successors and assigns, be, and they hereby are constituted and appointed a body corporate and politic, by the name of "The Bridgeport Whaling Company," for the purpose of pursuing the whale and other fisheries, in the Atlantic and Pacific Oceans, and elsewhere; and for the purpose of manufacturing oil and spermaceti candles, by which name they may sue and be sued, plead and be impleaded, in any court in this State.

Sec. 2. The capital stock of said company, shall consist of one hundred thousand dollars, to be divided into shares of one hundred dollars each, which shares shall be divided among the subscribers therefor, in such manner and proportion as Daniel Tomlinson, Eben Fairchild, David Perry, Samuel F. Hurd, and David P. Minot, shall think expedient for the best interests of said company, and they are hereby appointed for that purpose, and to procure and receive subscriptions to said capital stock; and no distribution of said stock shall be made until one half the amount thereof shall have been subscribed for, and ten per cent thereof paid in to the distributors aforesaid.

Sec. 3. The concerns of said company, shall be managed by a number of directors, not exceeding five, who shall be chosen by the stockholders of said company annually, and oftener if necessary, to supply vacancies made by death or otherwise, at such times as they by their by-laws shall desig nate, of which election, notice shall be given in a newspaper printed at said Bridgeport, ten days previous thereto; they shall in like manner choose a Treasurer and Secretary, and such other officers or agents as they may deem necessary for the purposes aforesaid; and one of said directors, shall be, by the board of directors annually chosen President of said company; all which officers shall be chosen by ballot, and shall continue in office till others are elected in their stead; and each share owned by any stockholder,

shall entitle him or her to one vote, which may be given personally or by proxy.

Sec. 4. The first meeting for the election of officers, shall be held at such time and place as the said Daniel Tomlinson, Eben Fairchild, David P. Minot, David Perry and Samuel F. Hurd, shall designate by a notice published in a newspaper, printed in said Bridgeport, ten days previous to such meeting.

Sec. 5. That the president and directors shall have power to levy instalments on the said stockholders at such times and in such amount as they may think proper for the purposes aforesaid, in proportion to their respective shares; provided the same shall not exceed the amount subscribed by such stockholder respectively, giving thirty days notice of said levy, in a newspaper printed in said bridgeport; and in case of failure of any stockholder to pay the same, the said president and directors may give notice to such stockholders, that unless such instalment shall be paid within sixty days after such notice, that his or her shares will be forfeited, and if such instalment shall not be paid within said sixty days, the share or shares of such stockholder, with all the payments made thereon shall be forfeited to said company.

Sec. 6. The said corporation may purchase and hold real estate to any amount not exceeding fifteen thousand dollars for the purposes aforesaid, and to convey the same.

Sec. 7. The said company shall effect an insurance to an amount not less than three fourths the value of every ship or brig, and the outfits thereof, which may be sent out by them on any whaling voyage, either before, at or within twenty days after the time of her departure from port on such voyage; and not less than three fourths of the sum actually expended in the fitting out of any ship or vessel for a whaling voyage, shall be paid in to the treasurer of said company before said ship or vessel shall sail on her voyage. Sec. 8. No foreigner shall be a stockholder, or in any way interested in said company; and this resolution may be at any time altered, or revoked. by the General Assembly.

AN ACT TO INCORPORATE THE DERBY FISHING COMPANY.

PASSED, OCTOBER 1806.

Sec. 1. Be it enacted by the Governor and Council and House of Rep resentatives, in General Court assembled, That James Lewis, Leman Stone, Canfield Gillet, and Philo Bassett, and such other persons as shall hereafter associate with them, be, and they hereby are created a corporation and body politic by the name of "The Derby Fishing Company," for the purpose of prosecuting the cod and other fisheries from the town of Derby; and by that name shall be and hereby are made capable in law, to have, purchase, receive, possess, and enjoy to them and their successors, real and personal estate of every kind; and the same or any part thereof may sell, grant, and alien; may sue and be sued, plead and be impleaded, defend and be defended in all courts whatsoever; may have and use a common seal, may ordain and put in execution such by-laws and regulations as shall be deemed necessary and convenient for the well ordering and governing said

corporation; and do and execute all acts and things to them appertaining, subject to the rules, restrictions and provisions hereinafter provided.

Sec. 2. The capital stock of said company shall consist of a sum not less than fifty thousand dollars, to be divided into shares of twenty-five dollars each, which shall be transferable in such manner as the president and directors shall direct: and shall be paid in the following manner, viz. five dollars on each share within thirty days from the time of subscribing, provided the whole subscription shall at that time amount to fifty thousand dollars; five dollars more on each share shall be paid by the note of hand of the stockholder subscribing such share, payable within sixty days from the time of subscribing; and the remaining fifteen dollars on each share shall be paid by such stockholder's note of hand, payable if demanded, in whole or in part, at the expiration of four months from the time of subscribing, or at any time afterwards, if demanded by the president and directors, they giving thirty days notice that such payment is wanted; and all notes given for the payment of any of the instalments aforesaid, shall be payable to the company, with surety to the satisfaction of the president and directors. And in case any subscriber shall neglect to pay either of said instalments at the time the same shall become due as aforesaid, such subscriber shall forfeit all right acquired by his or her subscription aforesaid; and also all such sum or sums as such subscriber shall have paid prior to such delinquency. And if at any time the president and directors shall deem it expedient, they shall have liberty, and liberty is hereby granted, to extend the capital stock of said company to a sum not exceeding two hundred thousand dollars; and for that purpose shall have power to open a new subscription in such way and manner as they shall judge expedient. And no person shall at any time hold or own more than three hundred shares; and in case more than fifty thousand dollars shall be subscribed at said first subscription, an average deduction shall be made upon all subscriptions of the amount of ten shares.

Sec. 3. That for the well ordering and managing the business and affairs of said corporation, there shall be seven directors chosen from the stockholders of said company, four of whom shall be residents in Derby, who shall be chosen by ballot by a majority of the votes of the stockholders then present; the directors so chosen shall hold their office until others are chosen in their place; and said directors shall have power to appoint from their own number a president, assistant and secretary, to manage the affairs of said corporation with the advice of said remaining four directors. And the president, assistant, and secretary shall have such compensation for their services as the board of directors shall determine: but the other four directors shall have no compensation for their services. The president, assistant, and secretary, shall continue in office for the term of three years; and the other four directors shall be chosen annually on the second Monday in January; and the whole of the directors shall be chosen once in every three years on the second Monday in January. And in case any vacancy shall happen in the directors of said corporation in any manner whatever, the same may be filled by the directors until the next annual meeting. And af ter the first year there shall be annually such dividends of profits (if any there be) as the president and directors shall judge most conducive to the good of said company: Provided, that if at any time the capital stock of said company shall be diminished by any loss or losses, in such case no subsequent dividend shall be made, until a sum equal to such diminution arising from the profits of said company, shall have been added to the capital stock.

Sec. 4. The stockholders of said company shall not be liable to any loss, damage, or responsibility in their persons or property, other than the property they may have vested in the capital and funds of said corporation. The business of said corporation shall be confined to the cod and other fisheries, and in exporting and disposing of the same, and in providing all things necessary for carrying on said business in all its various branches.

Sec. 5. The president, or in his absence the assistant, shall have power at any time to call a special meeting of the stockholders, giving ten days notice thereof in some public newspaper printed in New-Haven. And at any meeting of the stockholders of said company, any stockholder may be represented by his agent or attorney duly authorized and empowered; and all questions at any meeting of the stockholders, shall be decided by a majority of votes, allowing one vote for each share.

Sec. 6. The president and directors of said corporation shall have power to appoint one or more clerks, and to take such bonds for the faithful performance and discharge of his or their duty and trust as they shall judge necessary.

Sec. 7. James Lewis, Leman Stone, Canfield Gillet, and Philo Bassett, or any three of them, are hereby authorized to open a subscription for the capital stock of said company, at such time and place as they shall appoint: to notify the time and place of the first meeting of said company, and to appoint one of their number to preside at said first meeting. And at such meeting the stockholders shall have power to choose directors in the same manner as is provided for at their annual meeting. And the directors so chosen shall hold their offices, with all the powers given to directors by this act, until the next annual meeting. And the president, assistant, and secretary shall hold their offices until the annual election of directors, after their first appointment.

Sec. 8. All notes and contracts signed by the president, and countersigned by the secretary, shall be binding on said corporation, according to the terms and tenor thereof: Provided that said corporation shall not execute their notes or contracts to an amount exceeding fifty per cent in the whole, over and above the capital stock of said company. Provided also, the first meeting for the choice of officers, be notified by advertisement in one or more of the newspapers printed in New-Haven, at least ten days before such meeting. Provided also, that this act may at any time be altered, amended, or revoked, by the General Assembly.

IN ADDITION-PASSED, MAY 1807.

Sec. 1. Be it enacted by the Governor and Council and House of Representatives, in General Court assembled, That in addition to the fisheries, the said company be, and they hereby are authorized and empowered to pursue the business of Marine Insurance; and all policies of insurance made by said company, signed by the president, or in his absence by the assistant, and countersigned by the secretary, shall be binding on said company according to the terms and tenor thereof; and shall contain a clause declaring the capital stock of said company alone holden for any loss or losses which shall or may be incurred.

Sec. 2. All promissory notes which shall be made and signed by any person or persons, his, her or their servant, or agent who is usually entrusted

by him, her or them, to sign such notes for him, her or them, and given for the payment of money only, and made payable to any person, or persons, his, her or their order, or to bearer, and endorsed over to said company, shall be assignable, and endorsable over, in the same manner as inland bills of exchange are, or may be by the custom of merchants; and said company to whom the same shall be so endorsed, shall and may maintain their action thereon, for the money promised in such note or notes, against the person or persons who, or whose agent as aforesaid shall sign the same, or any person who shall endorse the same in like manner as in the case of inland bills of exchange.

Provided nevertheless, that this act may at any time be altered, amended, or repealed, by the General Assembly.

IN ADDITION--PASSED, MAY 1808.

Be it enacted by the Governor and Council and House of Representatives, in General Court assembled, That whenever from an interruption of commerce or other special cause, the capital stock of said company cannot be profitably used in the fisheries and in marine insurance, said company shall be, and they are hereby authorized to loan such capital stock or any part thereof, and to take security therefor; or may place and hold the same in the stock of any incorporated bank, or in the funds of the United States; and all notes or bills of exchange for money only, drawn by said company, in pursuing the business of the fisheries or marine insurance, and made payable to any person or persons, his, her, or their order, shall be assignable and negotiable in the same manner as inland bills of exchange are, according to the custom of merchants; and the capital stock of said company, except in the cases before specified, shall be used in, and confined to the business of the fisheries and marine insurance.

Provided, that this act may at any time be altered, amended, or revoked, by the General Assembly.

IN ADDITION-PASSED, MAY 1810.

Be it enacted by the Governor and Council and House of Representatives in General Court assembled, That the president and directors of said company, be, and they hereby are empowered to appoint such agents and attornies as shall be necessary to transact any business for, and in behalf of said company; and all such appointments made as aforesaid, signed by the president, or in his absence by the assistant, and countersigned by the secretary, shall be binding on said corporation, according to the terms and tenor thereof.

AN ACT TO ALTER THE ACT ENTITLED "AN ACT TO INCORPORATE THE

DERBY BANK”-passed, ocTOBER 1812.

Sec. 1. Be it enacted by the Governor and Council and House of Rep resentatives, in General Court assembled, That any of the directors of said bank in office and resident in Derby, not exceeding three, may be eligible as directors of said bank an any annual election; and that the debts of said