who shall receive the same compensation therefor as town clerks for recording deeds. Acts of Episco dens and vestry. SECT. 219. The acts which have been done by ecclesiastical 1842. societies of this state, organized under the Episcopal order accord-pal societies coning to the rules and customs of said society, shall be good and firmed, and wareffectual in law; and the wardens and vestrymen of said societies men constituted shall be a society's committee, and shall have all the powers in man- & committee. aging the affairs of said societies as are granted to the committees of religious societies in this state, by the statute law of this state. SECT. 220. The acts which have been done by ecclesiastical societies of this state, organized under the Methodist Episcopal order, Episcopal, and or under the Protestant Methodist order, according to the rules and Protestant Methdiscipline of said societies, shall be good and effectual in law as the acts of societies legally organized under the provisions of the statute law of this state concerning religious societies. 1843. Acts of Methodist odist societies, confirmed. trustees of valid. 1865. Trustees, how elected. ner of election. SECT. 221. All conveyances of property, that have been or shall 1854. be made to the trustees of the Methodist Episcopal church in this Conveyor Meth state, and to their successors in office, according to the usages, rules odist church, and discipline of said church, shall be good and effectual in law to convey such property to said trustees and their successors in office, for the uses and purposes in said conveyances expressed. SECT. 222. The trustees of any Methodist Episcopal church in this state shall be elected by ballot by the male members of said church of legal age. SECT. 223. The election of said trustees shall be on the first Time and manMonday of September of each year, at the usual place of worship of said church, of which public notice shall be given from the pulpit thereof, at least two Sundays preceding, or by posting notice thereof, by the clerk of the board of trustees, on the door of the place of worship, at least fifteen days next preceding the time of election. The polls of such election shall be open, at least, one hour after the time designated in the notice thereof, and in case of failure to elect on the day named in this section, the election may be held on any subsequent day of the same month by giving legal notice thereof. Trustees shall hold their office until others are elected; and if a Tenure of office. vacancy should occur by death, resignation or otherwise, said vacancy may be filled at any special meeting called for that purpose, by giving the notice provided in this section. SECT. 224. At each election there shall be appointed, by the Same subject. electors present, a chairman and clerk, who shall act jointly as inspectors of election, and who shall receive and count the votes for said trustees, and certify under oath who have received the majority of the votes, which certificate shall be deposited with and kept on file by the town clerk. SECT. 225. The number of trustees shall in no case be more than Number of trusnine, nor less than three, which shall be decided by a majority of tees. the electors at the first election, and before the votes for trustees are cast, and the number shall remain the same unless changed by two thirds present and voting at any subsequent election. SECT. 226. At the first election the inspectors shall determine Tenure deterby lot, and as near as practicable in equal numbers, who, of those mined by lot. elected shall serve for one, two or three years, and, at each election thereafter, the electors shall elect trustees for three years to fill the vacancy of those whose term of office has expired; and the same trustees may be re-elected. Trustees, how SECT. 227. At their first meeting, after each election, the trus- organized. Election confirmed. 1843. Conveyances made to trustees tual in law. tees shall, from their number, elect a president, a treasurer and a clerk, and shall meet thereafter at such times as they may designate, make their own by-laws and keep faithful records of their action, signed by the clerk; and they shall be a legal corporation in trust to receive, buy, hold, preserve, and sell and convey for the benefit of said church, according to the discipline and usages of the Methodist Episcopal church in the United States, any lands, church buildings, houses or other property, and shall be capable in law and equity of sueing or being sued. SECT. 228. The election of trustees of any Methodist Episcopal church, in this state, elected prior to the ninth day of June, 1865, according to the discipline and usages of said church, or by the members thereof, is hereby declared valid in law. SECT. 229. All conveyances of property which have been made, of Shakers, effec. Or shall be made, to the trustees of the community in Enfield, in this state, called Shakers, or to the trustees of any such community in said town, and to their successors in office, according to the forms and usages in like cases adopted, shall be good and effectual in law to convey such property to said trustees and their successors in office, for the uses and purposes in said conveyances mentioned. Also, convey ances made by such trustees. Suits may be brought by and against said trus tees. SECT. 230. All conveyances of property that have been made, or that shall be made by the trustees of said community, for the time being, duly executed by them in the manner prescribed by law, shall be good and effectual to convey the property therein described, to the purchaser thereof, and shall be as obligatory upon said trustees and their successors in office as similar conveyances are upon the grantors therein named. SECT. 231. All suits in law or equity, brought by said community to confirm any legal claim or demand, or to recover the possession of any property belonging to it, may be brought and prosecuted to final judgment and execution in the names of the trustees of said community for the time being; and any legal claim or demand against said community may be in like manner enforced by making said trustees, for the time being, defendants in such suits; and in for death or re- case any or all of said trustees, during the pendency of any such suit moval of trustee. should die or be removed from office, such suit shall not for that cause abate, but such death or removal being suggested upon the record, said suit may be prosecuted to final judgment and execution by or against their successors in office. Suit not to abate CHAPTER V. GENERAL PROVISIONS RESPECTING COMMUNITIES. 1849. Warnings to spe SECT. 232. The warning of every meeting of any borough, city, cify objects of ecclesiastical society, school society, school district, or other public community, shall specify the objects for which such meeting is to be held. the meeting. 1860. Agents of com. SECT. 233. In the absence of any special appointment, the first munities and cor- selectman of any town, and the first trustee or committee man of porations. any religious, ecclesiastial, literary, or eleemosynary society, and the committee of any school district, shall be the agent, ex-officio, of his respective community or corporation. SECT. 234. All towns, societies, and other communities, when Disturbance of lawfully assembled, shall have power to choose a moderator to pre- meetings, how punished. side in said meetings, unless a presiding officer for said meeting shall have been appointed in conformity to some other statutory provision, and if any person shall, by noise, tumult, quarreling, or by any other unlawful act, disturb such meeting, or prevent it from proceeding in an orderly and peaceable mannner, to the choice of a moderator, or after the appointment or choice of a moderator, shall vilify and abuse him, or interrupt him in the discharge of his duty, or, after he has commanded silence, shall speak in the meeting without liberty from the moderator, unless it be to ask reasonable liberty to speak, he shall forfeit to the treasury of the town where the offense is committed, a sum not less than one dollar nor more than seven dollars, according to the nature of the offense. fences. persons into cus SECT. 235. All offenses against the provisions of this chapter Aggravated of may be heard and determined by a justice of the peace, unless aggravated by some high-handed breach of the peace, in which case the offender shall be bound by such justice of the peace to the next superior court, to answer for the offense, which court may impose a fine upon him, according to the aggravation of the offense, not exceeding thirty-four dollars, to the use of the treasury of such county. SECT. 236. The moderator of such meetings, and the presiding Moderator may order disorderly officer in electors' meetings, whenever any disorders are committed in the meeting punishable by law, and the offender or offenders shall tody. refuse to submit to his lawful authority, shall have power to order any sheriff, deputy sheriff, or constable, to take the offender, or offenders, into custody, and, if necessary, to remove him or them out of such meeting, until he or they shall conform to order, or if need be, until such meeting shall be closed, and thereupon such officer shall have power to command all necessary assistance, as in to command ascases of preserving the peace and suppressing riots, and any person, refusing to assist when commanded, shall be liable to the same penalties as for refusing to assist sheriffs and constables in the execution of their offices; but no person commanded to assist shall be deprived of his right to act in the meetings, nor shall the offenders be so deprived any longer than they refuse to conform to order. Power of officer sistance. SECT. 237. All questions in such meetings shall be decided by a All questions to major vote of the qualified members present, and whenever there decided by a shall be an equal vote, the question shall be decided by the mod erator. major vote. SECT. 238. Borough bailiffs, within the limits of the boroughs to 1858. which they respectively belong, may serve all process, civil and Borough bailiffs criminal, which sheriffs and constables are empowered to serve. may serve process. CHAPTER VI. OF CERTAIN GENERAL PROVISIONS RESPECTING CORPORATIONS. 1862. Corporations 1845. Certain charters. alteration and SECT. 239. Every corporation, existing under the laws of this may appoint vice. State, may appoint a vice-president, who may exercise the powers president. of the president, and his acts, within his authority, shall be valid. SECT. 240. All acts and resolves creating corporations, or altermade subject to ing the charters of corporations previously existing, which have been or shall be passed by the general assembly, and the charters of all corporations heretofore granted, and under which no corporations have yet been organized, shall be subject to alteration, amendment, and repeal, at the pleasure of the general assembly, unless such acts and resolves, by the express terms thereof, are declared not to be subject to such alteration, amendment, and repeal.* repeal. The rights and powers of a corporation depend entirely upon its charter. N. York Firemen Ins. Co. v. Ely, 5 C. R. 560; Phoenix Bank of New York v. Curtis, 14 C. R. 437; City of New London v. Brainard, 22 C. R. 552. On petition of tax-payer, court of chancery will enjoin city against making from its treasury an appropriation not authorized by charter. Same. Corporation empowered to contract in a prescribed manner may, by its usage of making contracts in a different manner, render itself liable on contracts so made. Bulkley v. Derby Fishing Co., 2 C. R. 252; Witte . Same, 2 C. R. 260. Corporation cannot be held by a contract which under its charter it has no power to make, and cannot by its own acts estop itself to deny its capacity of making such contract. Hood v. N. Y. & N. H. R. R. Co., 22 C. R. 502. Annual officers of corporations may hold their offices until others are appointed. MeCall. The Byram Manufacturing Co., 6 C. R. 428; Spencer v. Champion, 9 C. R. 536. Meetings of the corporation and of the directors, how called. Stow v. Wyse, 7 C. R. 214; Savings Bank . Davis, 8 C. R. 191. Voting by proxy in corporate meeting allowable, when. State v. Tudor, 5 Day, 329. Directors may meet, and the secretary may reside in another state. McCall v. The Byram Manfg. Co., 6 C. R. 428. It seems that acts of meeting, irregularly held, are validated by vote at subsequent legal meeting, approving the minutes of first meeting. Howard Insurance Co. v. Hope Mutual Insurance Co., 22 C. R. 394. Vote, authorizing attorney to convey real estate of corporation, need not be under corporate seal, nor be recorded with the deed. Savings Bank v. Davis, 8 C. R. 191; Beckwith e. The Windsor Manufg. Co., 14 C. R. 594. An agent of a corporation may withdraw a suit without being authorized by vote. Union Manfg. Co. v. Pitkin, 14 C. R. 174, General agent cannot convey real estate of corporation, without special authority. Stow v. Wyse, 7 C. R. 214. Acts and admissions of individual members of a corporation, not admissible in evidence, its intention being ascertainable only by its corporate acts. Waterbury . Clark, 4 Day, 198: Fairfield Turnpike Co. v. Thorp, 13 C. R. 173; Bartlett v. Kinsley, 15 C. R. 327; Southington Eccl. Soc. v. Gridley, 20 C. R. 200. Transfers of stock must be made according to the by-laws. Marlborough Manufacturing Co. v. Smith, 2 C. R. 579; Northrop v. Newtown and Bridgeport Turnpike Co., 3 C. R. 544; Northrop . Curtis, 5 C. R. 246; The Oxford Turnpike Co. v. Bunnel, 6 C. R. 552; Richmondville Manufacturing Co. v. Prall, 9 C. R. 487; Dutton v. Connecticut Bank, 13 C. R. 493. If otherwise made, may, in certain cases, be good as against corporation. Richmondville Manufg. Co. v. Prall, 9 C. R. 487. Liability of original subscribers to the capital stock. The Hartford and New Haven Railroad Company . Kennedy, 12 C. R. 499; Same v. Boorman, 12 C. R. 530. Various points as to relation subsisting between stockholder and corporation, and liabilities of stockholder. Mann v. Cooke, 20 C. R. 178; Danbury and Norwalk Railroad Company v. Wilson, 22 C. R. 435. Water Construction of particular provisions in the charters of various corporations. bury v. Clark, 4 Day, 198; Marlborough Manfg. Co. v. Smith, 2 C. R. 579; Southmayd v. Russ, 3 C. R. 52; The New Haven and East Haven Toll Bridge Co. v. Bunnel, 4 C. R. 54; Middletown Bank v. Magill, 5 C. R. 28; The N. Y. Firemen Ins. Co. v. Ely, 5 C. R. 560; Fuller v. Plainfield Academic School, 6 C. R. 532; Spencer v. Champion, 9 C. R. 536; State v. Norwalk and Danbury Turnpike Co., 10 C. R. 157; Deming e. Bull, 10 C. R. 400; Kellogg e. Union Co., 12 C. R. 7 Turnpike Society v. Hosmer, 12 C. R. 361; Williams v. Hart. and N. II. R. R. Co., 13 C. R. 110. Fairfield County Turnpike Co. v. amended. SECT. 241. Whenever any amendment or alteration of the char- How altered and ter of any corporation shall be made, if it be not otherwise specially provided in the resolve making such alteration or amendment, the same shall not become operative, unless within six months after the passage thereof it shall be accepted at a meeting of said corporation, legally warned for that purpose, and unless an attested copy of said acceptance shall be lodged on file in the office of the secretary of this state, to be recorded by him in a book kept for that purpose, for which recording he shall be entitled to receive the sum of twentyfive cents; and such acceptance shall operate to make the original charter, and all resolutions amending and altering the same, subject to amendment, alteration and repeal, at the pleasure of the general assembly. 1860. ital stock, not SECT. 242. Whenever any persons named in any act of incorpo- Commissioners raton as commissioners or corporators, to receive subscriptions to must reject subthe capital stock of the corporation created by such act, shall be scriptions to capsatisfied, upon due examination and inquiry, that any subscription made in good to such capital stock is not made in good faith by the party so sub- faith. scribing, they shall, as such commissioners, reject or disallow such subscription, and return, to the person subscribing, such installment as may have been paid by him. hold annual SECT. 243. Whenever any joint stock corporation, or any company How failure to incorporated by or under the laws of this state, or any associated meeting may be proprietors of common fields, shall have failed to hold their annual remedied. meeting, pursuant to the requirements of their charter, or articles of association, and no provision shall be contained therein for thereafter convening and holding meetings of such corporation or association, such meetings may be held at such time and place as shall be agreed upon and appointed, in and by a writing subscribed by all the members of such corporation or association, or their attorney, or attorneys, thereto duly authorized. SECT. 244. In case the members of such corporation or association Same subject. shall not thus unite in calling such meeting, either judge of the supreme court of errors, or any judge of the superior court, may, upon Thorp, 13 C. R. 174; Philadelphia Loan Co. v. Towner, 13 C. R. 249: Hooker ". N. H. and Northampton Co., 14 C. R. 146; Same v. Same, 15 C. R. 312; The City of Bridgeport. The Housatonic R. R. Co., 15 C. R. 475; Denslow v. N. H. and Northampton Co., 16 C. R. 98; Hartford Bridge Co. v. East Hartford, 16 C. R. 149; Ward v. The Griswoldville Manfg. Co., 16 C. R. 593; State v. Bull, 16 C. R. 179; The Enfield Toll Bridge Co. e. Hart. and N. H. R. R. Co., 17 C. R. 40 and 454; Washington Bridge Co. v. State, 15 C. R. 53; Bradley v. N. Y. and N. H. R. R. Co., 21 C. R. 204; Warner v. Middlesex Mutual Assurance Co., 21 C. R. 444; Nicholson v. N. Y. and N. H. R. R. Co., 22 C. R. 74: Mutual Benefit Life Ins. Co. v. Jarvis, 22 C. R. 133; Thumes Bank v. Commissioners of Norwich Channel Co., 22 C. R. 196; Danbury and Norwalk R. R. Co. v. Wilson, 22 C. R. 45; Peck . N. L. Co. Mut. Ins. Co., 22 Č. R. 575. Verbal direction from directors, without a corporate vote, sufficient authority to guide cashier in application of moneys received by him. Stamford Bank v. Benedict, 15 C. R. 47. Agreement by majority of directors among themselves, privately and unofficially, that they shall be paid per centage for executing bond, not binding upon corporation. Butler . Cornwall Iron Co., 22 C. R. 335. Action for vexatious suit will lie against a corporation. Goodspeed v. East Haddam Corporations may be created by joint action of two legislatures. Bishop v. Brainard, 23 C. R. 289. Attorney of corporation cannot accept service. Same. Corporations cannot make contracts not authorized by their charter. The Naugatuck Railroad Co. e. The Waterbury Button Co., 24 C. R. 46. Stockholders cannot witness deed of corporation. Winsted Savings Bank e. Spencer, 26 C. R. 295. Corporations not liable for services rendered before organization. N. Y. and N. H. When a party may be estopped from denying the existence of a corporation. People's When the records of the corporation are admissible in evidence. Same v. Brainard, 30 C. R. 166. |