Sec. 2. That the corporation herein and hereby created, shall have full power and lawful authority to insure all kinds of property against loss or damage by fire, or any other cause or risk; to make all kinds of insurance against loss or damages on goods and merchandise in the course of transportation, whether on the land or on the water; on any vessels or boats, wherever they may be; to make all kinds of insurance upon life or lives; and generally to do and perform all other necessary matters and things connected with, and proper to, promote these objects. Sec. 3. That it shall be lawful for said company to invest any part of their capital stock, moneys, funds, other property in any public stock or funded debt, created, or to be created, by or under any law or laws of the United States, or of this or any other particular State, or in the stock of any chartered bank in this State or of the United States; and the same to sell and transfer at pleasure, and again to invest the same, or any part thereof, in such stocks or funds, whenever and so often as the exigencies of said corporation, or a due regard to the safety of its funds shall require; or they may loan the same, or any part thereof, at a rate of interest not exceeding six per cent., to individuals or public corporations on real or personal security, for such periods of time, and under such restrictions and limitations, as the directors, hereinafter mentioned, for the time being, shall deem prudent and best for the interest of said company: Provided, That it shall not be lawful for said corporation to use or employ any part of their capital stock, money, or other funds in buying and selling goods, wares, or merchandise; nor in the trade or business of exchange brokers; nor shall said company issue or emit any bills of credit as a circulating medium of trade or exchange; nor in any manner engage in the business or operations of banking, otherwise than in the purchase and sale of bank stock as aforesaid; nor make any contracts in writing, except under the seal of said corporation, for the payment of money other than such as may be contained in their policies of insurance. Sec. 4. That the real and personal estate, business, property, funds, and prudential concerns of said company, and the administration of its affairs, shall be under the direction, management, and control of a board of nine directors, who shall be stockholders and residents within this State, and citizens of the United States; and after the first election, they shall be elected by the stockholders on the second Monday in April, annually, at such time of the day and at such place, in the city of Cincinnati, as the said directors for the time being shall appoint; they shall hold their offices for the term of one year, and until their successors shall be chosen; and notice of every such election shall be advertised and published for two weeks next preceding the same in two of the newspapers printed in said city; and such election shall be by ballot, and a plurality of votes to be received and counted in public, by and under the inspection of three stockholders, not directors at the time, nor at any time within the year next preceding, to be previously appointed by the board of directors for that purpose; and at every such election, and at all other meetings of the stockholders, held in pursuance of the provisions of this act, each share shall be entitled to one vote; and after the first election, no share shall confer a right of suffrage which shall not have been holden by the owner thereof, and so appearing on the books of said company at least three calendar months previous to the day of election; any stockholder not personally attending such election or other regular meeting of the stockholders, and having a right to vote, may vote by proxy, such proxy being granted to a stockholder present at such election or meeting; and in case it shall so happen that an election of directors should not be made on any day when, by this act, it ought to have been made, the said corporation shall not, lor such cause, be deemed to be dissolved; but it shall and may be lawful for said company to make an election of directors on any other day, in such manner as may be provided for by the by-laws and ordinances of said corporation. Sec. 5. That the directors duly chosen under the provisions of this act shall, as soon as may be after the first and every annual election, elect, from their own body, a president by ballot, who shall preside in the board until the next annual election; and in case of his death, resignation, or absence, the board shall appoint a president pro tempore; they shall fill all the vacancies which may occur in their own body during the time which they shall be elected; and shall appoint a secretary, and all subordinate officers, clerks, agents, and servants of said corporation, fix their compensation, define their powers, and prescribe their duties, who shall hold their several offices during the pleasure of the board, under such regulation, restriction, and limitations not inconsistent with the provisions of this act, and the by-laws, ordinances, rules, and regulations of said company, as the directors for the time being shall prescribe; they shall make such by-laws, rules, and regulations for their own government, and the management and disposition of the stock, property, estate, funds, and business of said company, and all matters appertaining thereto, as shall be needful and proper, not contrary to the provisions of this act, and by-laws, ordinances, rules, and regulations adopted at any regular meeting or meetings of the stockholders; they shall hold stated meetings as often as once in every month, on such day of the month and at such hour of the day as they, from time to time, shall appoint, and at such other times as the president thereof, for the time being, shall order and direct; and a majority of the whole number shall constitute a quorum, and be competent to the transaction of any business within the scope of their powers, and connected with their official duty; and all questions before the board shall be decided, viva voce, by a majority of the directors present, any two of whom may require the yeas and nays to be taken on any proposition submitted, and entered and recorded in the journal of their proceedings; and no vote shall be reconsid ered by [a] less number than were present and voting when the original vote was taken; they shall have power, and it is hereby made their duty, in the first week of January and July, annually, to make and declare such dividends of the profits resulting from the business of said company, as shall not impair, nor in any wise lessen, the capital stock of the same, and cause the same to be paid to the several stockholders thereof: Provided, That no such dividend shall be paid on any stock that has not been fully paid, but shall be posted to the credit of such stock as part payment thereof. Sec. 6. That all policies or contracts of insurance which may be made or entered into by said corporation, shall be subscribed by the presi dent, or president pro tempore, or by such other officers as shall be designated for that purpose by its by-laws, and attested by the secretary; and being so signed and attested, shall be binding and obligatory on the said corporation without the seal thereof, according to the true intent and meaning of such policies or contracts; and all such policies or contracts may be so signed and attested, and the business of said corporation may be otherwise conducted and carried on without the presence of the board of directors, who, for that purpose, shall divide themselves into committees of not less than two directors each, who shall attend at the office of said company in weekly rotation, and who, with the president, shall have full power and authority to transact the current business of the corporation, subject always to the by-laws, ordinances, rules, and regulations of the stockholders, and to the orders and instructions of the board of directors; and the acts of such committee or committees shall be as binding and obligatory on said corporation as if done by the board of directors, to all lawful intents and purposes whatever; and the said directors shall, at every annual election or other general meeting of the stockholders, lay before them a correct and particular statement of the condition and affairs of said company; Provided, That said directors, the president, or any committee thereof, shall not be entitled to any pay, compensation, or emolument for their services unless voted and allowed at some general and regular meeting of the stockholders. Sec. 7. That the stock of said company shall be assignable and transferable on the books of the same or otherwise, according to such rules or by-laws, and subject to such restrictions and limitations, as the stockholders, at any general and regular meeting, may, from time to time, adopt and establish; and all such stock shall be held and considered in law as personal property. Sec. 8. That there shali be a general meeting of the stockholders annually, at the time and place appointed for the election of directors; and any number of stockholders, being the owners and proprietors of at least five hundred shares, may, at any other time, call a general meeting of the stockholders on business interesting to the company, by giving at least three week's previous notice of the time, place, and business of such meeting in two newspapers printed in Cincinnati; and the stockholders present or by proxy at any such meeting shall decide all questions proposed for consideration by a plurality of votes, each share counting one vote, and may make and prescribe such by-laws, ordinances, rules, and regulations as to them shall appear needful and proper in relation to the management of the stocks, moneys, estate, funds, property, and effects of said company, or the disposition or sale of the same, or the duties, powers, and conduct of its officers, agents, and servants, and all things appertaining thereto, which shall not be inconsistent with the provisions of this act. Sec. 9. That Erwin Singer, William Hawkins, Malcolm Murray, Philip Hinkle, Darius Blodget, Lewis Shawley, William Wood, Cyrus Kimball, Allen Wilson, Henry Miller, Benjamin Keeler, John Jackson, and James W. Yost, or any seven of them, be, and they are hereby authorized to open books of subscription in said city for the capital stock of said company on the third Monday of April next, and to keep them open every day between the hours of nine o'clock in the forenoon and six o'clock in the afternoon (Sundays excepted) for twenty days, and until at least two thousand five hundred shares shall be subscribed for; after which time, it shall be lawful for the subscribers to meet, fifteen days notice of the time and place of such meeting being first given in two newspapers printed in the city, and choose their first board of directors, who shall continue in office until the next annual election; which directors, or their successors in office, when authorized for that purpose by the stockholders at any general meeting, may, at any time, by giving ten days' notice thereof in two newspapers printed in said city, cause the subscription books of said company to be re-opened for such further amount of the capital stock as they may deem proper; and if at any time, more than fifteen thousand shares shall be subscribed for, including what may have been previously subscribed, the same shall be apportioned among those applicants for said stock whose subscriptions are for the greatest number of shares. Sec. 10. That the payments of said stock shall be made and completed by the subscribers, respectively, at the times and in the manner following, to wit: at the time of subscribing, there shall be paid on each share one dollar; immediately after the first election of directors, and before the company shall go into operation, there shall be paid on each share the further sum of two dollars; and the balance due on each share shall be subject to the call of the directors; and the said company shall not be authorized to make any policy or contract of insurance with any person as insured, until the whole amount of shares subscribed for shall be paid, or satisfactorily secured to be paid, on demand, by endorsed notes, hypothecated stocks, or other property. Sec. 11. That this act shall be taken and received in all courts, and by all judges, magistrates, and other public officers as a public act, and all printed copies of the same which may be printed by or under the authority of the General Assembly, shall be admitted as good evidence thereof, without any other proof whatever. C. ANTHONY, March 15, 1838. Speaker of the Senate. AN ACT To amend the act entitled "An act to incorporate the Cincinnati Water Company." Sec. 1. Be it enacted by the General Assembly of the State of Ohio, That the second section of the act to which this is an amendment be, and the same is hereby so amended, as that the board of trustees of said company for the time being may, from time to tine, as they deem necessary, increase the capital stock of said company to any amount not exceeding the sum of three hundred thousand dollars, by the creation and disposal of new stock in shares of not less than one hundred dollars each, in such manner as the said board of trustees may, in their discretion, deem most advisable for the interest of said company. C. ANTHONY, Speaker of the House of Representatives. March 15, 1838. Speaker of the Senate. AN ACT For the relief of Caleb Atwater. Sec. 1. Be it enacted by the General Assembly of the State of Ohio, That the Treasurer of State be, and he is hereby authorized to pay Caleb Atwater the sum of five hundred and thirty-four dollars and ninety-six cents, on the order of the Auditor of State, out of any moneys in the treasury not otherwise appropriated. C. ANTHONY, Speaker of the House of Representatives. March 15, 1838. AN ACT To incorporate the First Congregational and Presbyterian Society of Braceville, in the county of Trumbull. Sec. 1. Be it enacted by the General Assembly of the State of Ohio, That Elisha Shepard, Sheldon Stow, Calvin Stow, Samuel P. Ingraham, and Erastus Hinman, and those who may be hereafter associated with them, be, and they are hereby created a body politic and corporate, by the name of the "First Congregational and Presbyterian Society of Braceville," agreeably to an act passed March 5, 1836, entitled "An act in relation to incorporated religious societies;" and shall hold their first meeting for the election [of] officers by the persons named in this act, or a majority of them, giving ten days' notice in writing, posted up in three public places, of the time and place of holding the same. C. ANTHONY, Speaker of the House of Representatives. March 15, 1838. AN ACT To incorporate the town of Massillon. Sec. 1. Be it enacted by the General Assembly of the State of Ohio, That so much of the town of Massillon and its additions, in the county of Stark, as is comprised in the following limits be, and the same is hereby created a town corporate, and shall henceforth be known and distinguished by the name of the "Town of Massillon," commencing on the east bank of the Tuscarawas river, at the west end of North street; thence eastwardly along the north line of said street to the Ohio canal; thence northwardly along the said canal, to a point where the continuation of the north line of Cherry street would strike the same; thence eastwardly along said north line the entire length of said Cherry street; thence southwardly along the Le L.-39. |