porated for 20 years. Sec. 2. BE it further enacted, That as soon The com as such certificate shall be filed as aforesaid, pany incor the persons who shall have signed and acknowledged the said certificate, and their successors shall, for the term of twenty years next after the day of filing such certificate, be a body politic and corporate, in fact and in name, by the name stated in such certificate, and by that name they and their successors shall and may have succesșion, and shall be persons in law capable of suing and being sued, pleading and being im pleaded, answering and being answered unto, defending and being defended, in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever: and they and their successors may have a common seal, and the same may make, alter and change at their pleasure; and they and their successors, by their corporate name, shall in law be capable of purchasing, holding and conveying any lands, tenements, hereditaments, goods, wares and merchandise whatever, necessary to enable the said company to carry on their manufacturing operations, mentioned in such certificate. The stock & direction of trustees Sec. 3. Be it further enacted, That the stock, property to property and concerns of such company, shall be under the be managed and conducted by trustees, who, except those for the first year, shall be elected at such time and place as shall be directed by the by-laws of the said company, and public notice shall be given of the time and place of holding such election, not less than thirty days previous thereto, in the newspaper printed nearest to the place where the manufacturing operations of the said company shall or are to be carried on; and the election shall be made by such of the stockholders as shall attend for a that purpose, either in person or by proxy; and all elections shall be by ballot, and each stockholder shall be entitled to one vote for each share he may own below ten; for all above ten and not exceeding twenty, one vote for every two shares; and for every five shares above twenty, one vote; and the persons having the greatest number of votes shall be trustees; and whenever any vacancy.shall happen among the trustees aforesaid, by death, resignation or removal out of the state, such vacancy shall be filled for the remainder of the year, in such manner as shall be provided by the by-laws of said company: Provided always, That the Proviso number of trustees shall not exceed seven, and that they shall be stockholders in such company. Sec. 4. BE it further enacted, That in case dissolved for it shall at any time happen that an election of The com trustees be not made on the day when, by the Pany not by-laws of the said company it ought to have neglect in been done, the said company for that cause electing shall not be dissolved: Provided, They do on trustees ん any other day, within one year thereafter, hold an election for said trustees, in such manner as shall be directed by the by-laws of such company. } Sec. 5. Be it further enacted, That the capi- The capital tal stock of such company shall not exceed one stock not to hundred thousand dollars, and it shall be lawful exceed 100, for the trustees to call and demand from the 000 dellass stockholders, respectively, all such sums of. money by them subscribed, at such times and in such proportions as they shall deem proper, under the penalty of forfeiting all dividend or dividends of the net profits previously declared (on the share or shares of such stockholder or stockholders as may refuse or neglect to comply with such call or demand) and not previously Proviso Trustees may make by-laws The stock to be held as paid out, and all dividends which at any time may be subsequently declared previous to the payment of such sum or sums as may be required as aforesaid, on each share as aforesaid: Provided, That no such forfeiture shall accrue to the said company until after the expiration of sixty days from and after the publishment in some newspaper, current in the county where such company may have been established, of a notice to all concerned, specifying the amount of the money on each share required to be paid, and the time when such payment is to be made. Sec. 6. BE it further enacted, That the trustees of such company, for the time being, shall have power to make and prescribe such by-laws, rules and regulations as they shall deem proper, respecting the management and disposition of the stock. property and estate of such company, the duties of the officers, artificers and agents, by them to be employed, the election of trustees, and all such matters as ap pertain to the concerns of the said company, to appoint such and so many officers, clerks and agents, for carrying on the business of the said company, and with such wages as to them shall seem reasonable: Provided, That such by laws be not inconsistent with the constitution and laws of this state or of the United States. > Sec. 7. Be it further enacted, That the shares in the capital stock of such company shall be personal es deemed personal estate, and be transferable in tate and may such manner as shall be prescribed by the laws be transfer of the company; and that for all debts which shall be due and owing by the company at the time of its dissolution, the persons then composing such company shall be individually responsible to the extent of their respective shares of stock in the said company, and no further; red n and that it shall not be lawful for such company to use their funds, or any part thereof, in any banking transaction, or in the purchase of any public stock whatever, or for any other purposes than those specified in such instrument as afore. said. Sec. 8. And be it further enacted, That when such articles of association shall have been signed, executed, acknowledged and recorded, and a copy of such record deposited in the office of the secretary of state as is herein above provided, then such company shall be deemed a body corporate, and as such entitled to all the rights and privileges by this act intended to be granted. MATTHIAS CORWIN, THOMAS KIRKER, January 11, 1812. Speaker of the senate. CHAPTER CIII. An act to provide for holding special elections, in certain cases. how filled Sec. 1. Be it enacted by the general assembly of the state of Ohio, That whenever a vacancy Vacancy in shall happen in the office of representative in con- the office of gress in any of the congressional districts of the rep in con. state, from death, resignation or in any other manner than from the expiration of the term of service, the governor of the state for the time being shall, upon information thereof, issue a writ or writs of election to the sheriff or sheriffs of the several counties composing such election Duty of sheriffs Further duty state to open district, directing him or them to hold a special election within such county or counties on a day specified in such writ or writs, for the purpose of filling such vacancy. Sec. 2. Be it further enacted, That the said sheriff or sheriffs, having received said writ or writs of election, shall proceed in the usual manner to give not more than twelve nor less than six days notice of the time of holding said election; and all elections under the provisions of this act shall be held and conducted conformably to, and the returns thereof made to the clerks of the courts of common pleas, in the same manner as is provided by the act, entitled An act to regulate elections.? · Sec. 3. Be it further enacted, That the said sheriff or sheriffs shall, within six days after such election, attend at the seat of justice of his or their proper county or counties, and receive from the clerk of the court of common pleas, an abstract of the votes given in such county or counties, and within twenty days from the day of election shall transmit the same to the office of the secretary of state, and take his receipt therefor, upon the penalty of five hundred dollars to be recovered before any court having competent jurisdiction thereof in an action of debt; and it shall be the duty of the treasurer of the county for the time being, to sue for and recover the penalty aforesaid, to and for the use of the county. Sec. 4. BE it further enacted, That the seSecretary of cretary of state shall, on the twentieth day from the abstracts the day of holding said election or sooner, if all the returns shall be received, in the presence of the governor, for the time being, or in his ab. sence, in the presence of the auditor and treasurer, and such of the aforesaid sheriffs as shall think proper to attend, open the abstracts and |
