1637] 



FAJIMERS' REGISTER. 



145 



call gonoral inootiiisrs of the stockholilers; to siij)- 

 plv vacancies in llieirown body — to appoint such 

 otHc.prs, agents ami cleri<3 as the stockholders in 

 general meetini; shall authorize — to take bonds 

 with snilicient surety lor the gooil conduct, fiilelity 

 and attention of such otlicers, aijreiits and clerks — 

 and to do all other acts and tlunu's touchin<]^ the 

 ad'airs ot' the company, not otherwise specially 

 providf'd tor. 



6. The presence of stockholders entitled to a 

 majority of the whole number of votes, in person 

 or by proxy, shalL-be necessary to the transaction 

 oi' business at any jjeneral meetiniij of the stock- 

 holders; and such meetings shail be organized by 

 the a|)|)ointment of a chairman and secretary; but 

 a smaller number may adjourn Jrom time to time. 

 And if there should be no election of tlirectors at 

 any annual meetimr, as herein belbre directed, the 

 directors then in olrice shall continue until the next 

 annual election by the stockholders in general 

 meeting, in which tlie major part of the. stock 

 shall be represented. 



7. If the whole amount of capital stock author- 

 ized to be raised by any act of incorporation shall 

 not have been subscribed fl)r belbre the company 

 incorporated by said act shall have commenced its 

 operations, it shall in such case be.lavvful ibr the 

 president and directors of said company, whenso- 

 ever they may deem it expedient, to cause books 

 of subscription to be opened from time to time, un- 

 til the whole amount of the capital stock author- 

 ized to be raised by said act shall have been sub- 

 scribed for; and also, if so to ihem it shall seem 

 proper, to fix the price of the additional stock at 

 such a premium as they may from time to time 

 direct — which premium shall be the common pro- 

 perty of all the stockholders of said company, in 

 proportion to the capital stock owned by them re- 

 spectively. 



8. So nmch of the price of each share subscrib- 

 ed, whether before or after the company shall have 

 been oriranized, as shall remain unpaid at the time 

 when the subscriber shall become a member of the 

 company, shall be afterwards paid by the subscri- 

 ber, his executors, administrators or assigns, in such 

 instalments and at such times as the president and 

 directors shall ti-om tmie to time require; and if any 

 subscriber, his executors, administrators or assigns, 

 shall fail to make payment of any sum so required 

 of him, after thirty days' notice of such requisition 

 shall have been given in some newspaper publish- 

 ed in the neishborhood, or by some other conve- 

 nient mode of notification, it shall be lawful for the 

 company to recover the same, or such part thereof 

 as shall not have been paid, with lawfljl interest 

 from the time when due, and costs, on ten days 

 previous notice, in any county or corporation court, 

 or in any superior court for any county or corpora- 

 tion within whose jurisdiction the defendant may 

 be found; or, if he be not found within the com- 

 monwealth, then, upon motion in any superior 

 court for any county or corporation in this com- 

 monwealth within which the cause of action may 

 have originated, on three weeks previous notice in 

 some newspaper published witiiin said county or 

 corporation, or contiguous thereto. And the com- 

 pany shall moreover have full power, in such man- 

 ner as their by-laws may prescribe, to sell at pub- 

 lic auction the stock of such delinquent to satisfy 

 any judgment recovered against hmi, or to satisfy 

 the amount, with interest, due from him and in ar- 



Voi. V— 19 



rear as aforesaid, though no judgment may havp 

 been recovered, and to transfer upon their books to 

 the purchaser, hi,s executors, administrators or as- 

 signs, the stock so sold; and if the nctt proceeds of 

 such sale, after deli'aying the costs and charges 

 thereof', sliall be more than snilicient to satisfy 

 what is due fiom the delinquent, they shall pay 

 over the balance to him or his order. 



9. If any stockholder shall sell and transfer the 

 stock held by him, before the payment of the full 

 amount subscribed lor, he shall be liable for the 

 ])ayment of the residuum of the amount due there- 

 after upon his subscription of stock, in case the per- 

 son to whom said stockholder shall have sold and 

 transferred his stock, shall fail to pay the same. 



10. The stock, and all other property of such 

 company as may be incorporated as aforesaid, 

 shall be deemed persona! estate, and as such shall 

 pass to the executors, administrators or assigns of 

 the stockholders. It shall be transferable only 

 upon the books of the company, in such manner 

 as the by-laws shall prescribe; and, until so trans- 

 ferred, the company shall be under no obligation 

 to recognize the right of any assignee, and in the 

 mean time may lawfully pay over the dividends 

 to him who shall appear upon their books to be 

 the stockholder, his executors or administrators, 

 without being in any manner held liable to any 

 other claimant. But real estate purchased by the 

 company shall be conveyed to them, and, when 

 sold by them, shall be conveyed to the purchaser 

 by deed, as real estate, and as such shall be held 

 liable to the payment of the debts of the company, 

 and to sale under execution o\' fieri facias, in like 

 manner as the lands of public debtors are sold. 



11. Certificates of stock, signed by the president 

 and countersigned by the secretary of the board of 

 directors, and authenticated under the seal of the 

 company, shall be delivered by the president and 

 directors to each stockholder, in such manner and 

 form as the stockholders in general meeting may 

 direct; 



12. The president and directors shall keep a re- 

 gular journal of their proceedings, recorded in well 

 bound books, and the proceedings of each day shall 

 be verified by the signature of the president. The 

 vote of each member, on every question decided 

 by them when a division shall have been called 

 for, shall be entered on the journal, if such entry 

 shall be demanded by any member of the said 

 board, which shall be laid before the stockholders 

 at their seneral meetings. 



13. The president and directors shall cause re- 

 gular books of account to be kept, and balanced at 

 least once in every year. And they shall cause 

 dividends of the nett profits of the company, or so 

 much thereof as they may deem it prudent to di- 

 vide, to be declared and paid to the stockholders, 

 at sucli time and in such manner as the by-laws 

 may prescribe. And should any portion of the 

 capital stock of the company be included in any 

 dividend so declared and paid, the directors, by 

 whom such dividend is declared, shall be liable, 

 respectivel}^, to all persons holding claims or de- 

 mands against said company at the period of de- 

 claring such dividend; and moreover, each stock- 

 holder, who shall participate in the dividend of 

 such capital stock, shall be liable to such creditors 

 to the extent of the capital stock so received by 

 him under such dividend. But such dividends of 

 the capital stock may be made, when there rfjall 



