359 



FARMERS' REGISTER 



[No. G 



he shall forleit for iho use of said company, his 

 said stock, and ail paytrn-iilf^ iiiadt; thereon. 



Sec. 7. Jie it ILirtiier eiKicloii, that the capital 

 stocU, property and atlairs of said company, shall 

 be managed by three trustees to be annually 

 chosen by the said stockholders, alter the vvhole 

 amount of the capital stock shall have been paid 

 in as aforesaid, and that the first election lor said 

 trustees shall be held at such lime and place as a 

 niajorty of said trustees shall by publication for 

 one month in some newspaper published in said 

 territory direct, within three months alter the said 

 capital stock shall have been paid in as aforesaid. 



Sec. 8. Be it further enacted, that Henry Per- 

 rine, James Webb and Charles Howe, shall be 

 the trustees from the date of this act until the 

 time appointed for said first election and until 

 others are elected, and ail elections shall be holden 

 under the inspection of two managers to be 

 appointed by the trustees for the time being, and 

 ehall be by ballot, and a plurality of the votes 

 given at such election shall constitute a choise; 

 but all absent stockholders shall be allowed to vote 

 by pro.xy, and for each share shall be entitled to 

 one vote. 



Sec. 9. Be it further enacted, that no person 

 ehall be elected a trustee of said company, unless 

 he be at the ti.me, a resident in the territory of 

 Florida, and the owner of at least twenty shares 

 of the capital stock of the same ; and if at any 

 lime after the election of any trustee as aforesaid 

 he shall cease to be a resident of said territory, 

 or the owner of twenty shares of the said stock, 

 his situation as trustee shall be considered as va- 

 cant, and another trustee shall be appointed in the 

 manner hereinafter pointed out. 



Sec. 10. Be it further enacted, that if from any 

 cause an election of the trustees shall not be 

 made at such time or limes as is provided lor by 

 this act, the said corporation shall not for that 

 cause be dissolved, but it shall and maybe lawful, 

 to hold and make an election of trustees, at such 

 other times as the by-laws and ordinances of said 

 corporation shall prescribe, and in case any va- 

 cancy should occur in said board of trustees, by 

 death, resignation, or otherwise, the remaining 

 trustees are hereby authorized, by appointment 

 to fill such vacancy, and the person so a[)poiiited, 

 shall hold his ollice imtil the next election in the 

 same manner, and shall possess ail the powers and 

 authority, which he would have been invested 

 with, had he been duly elected by the stockholders. 



Sec. 11. Be it further enacted, that trusiees 

 for the time being, or a majority of them, shall 

 form a quorum loathe transaction of all business 

 of the company, one of whom sliall be selected 

 by the others, as president of the board of trus- 

 tees, and they shall have power to make all such 

 by-laws, rules and ordinance*, as to tliem shall 

 appear needful and [)roi)er, toui-liinii: the manage- 

 ment and disposition oi' the property, estate, and 

 eHects of the said coiporalion, and all such mat- 

 ters as appertain to the concerns of the association; 

 but all such by-laws, rules, and ordinances, made 

 as aforesaid, may be reviewed by the stockhold- 

 ers of said company, and upon the concurrence 

 of two-thirds thereof; shall be rescinded, and no by- 

 law of said company, which is repugnant to the 

 laws, of this territory or the laws and constitution 

 of the United States, shall have any force or ef- 

 fect whatsoever. 



Sec. 12. Be it further enacted, that the stock 

 of said company shall be assignable, and trana- 

 lerable, according to the rules whicfi may be es- 

 tablished by said trustees, but no stockhoder in- 

 debted to said company, shall be permitted to make 

 a transtisr of his stock, or receive a dividend, until 

 such debt be paid to the satisfaction of the trustees. 



Sec. 13. Be it further enacted, that the trus- 

 tees shall at all times keep, or cause to be kept, 

 at the office lor transacting the business of said 

 company, proper books in which shall be regularly 

 entered, all the transactions of said company, 

 which books ehall be subject at all times to the 

 inspection of the stockholders, and all trustees 

 on going out of office, shall account to their suc- 

 cessors, and pay over all monies of the company 

 which remam in their hands, unappropriated. 



Sec. 14. Be it further enacted, that it shall be 

 the duty of the trustees, to call or appoint meet- 

 ings, and notify the stockholders of the same, in 

 the manner before mentiotied, when retjuired by 

 stockholders owing one-fourth of the stock, and at 

 all such meetings, absent stockholders may be 

 represented to the extent ol their stock, by attor- 

 nies or proxies, dul}' constituted and appointed. 



Sec. 15. Be it further enacted, that the said 

 Henry Perrine, shall have the selection of the 

 place deemed by him most suitable in soil and cli- 

 mate, for the establishment of a botanical garden 

 and nursery for acclimating tropical plants, li-uits, 

 and flowers, provided, in making selection, he in- 

 terferes with no private rights previously existing, 

 nor with the laws and rights of" the United Srates 

 in relation to the public lands in said territory, and 

 the said Henry Perrine, shall be the manager and 

 superintendent of said garden and nursery, until 

 he shall voluntarily relinquish the same, or remove 

 Irom said territory, unless he shall be removed 

 from the management and superintendence of the 

 same, by a vole representing at least three-fourths 

 of said stock ; and the said Henry Perrine, shall 

 be entitled to receive as a compensation for his 

 services, the sum of twelve hundred dollars per 

 annum, out of the profits accrueing from said 

 stock, and if the said profits shall at any time 

 amount to the sum of twelve per centum, or more 

 on the capital invested, the said salary may be 

 increased to any sum, not to exceed two thousand 

 dollars per annum, at the discretion of the trus- 

 tees for the time being. 



Sec. 16. Be it further enacted, that if at any 

 time, there should occur a vacancy in the office of 

 superintendent and manager, it shall be the duty 

 of the trustees for the time beintr, to appoint some 

 otlie"- suitable person to fill said vacancy, which 

 appointment shall be of force until the next regu- 

 lar election for trustees of said company, at which 

 said election, there shall be a superintendent and 

 manager chosen, by the holders of a majority of 

 said stock, or their representatives ; but no person 

 shall be appointed or elected to said office, who is 

 not the owner of at least twenty shares of said 

 stock, and who is not a resident of said teritor}^ 



Sec. 17. Be it further enacted, that the said 

 trustees shall at all times, have the power and 

 authority, to appoint all such other officers and ser- 

 vants as they may deem necessary for the trans- 

 action of the business of said corporation, and to 

 displace them at pleasure, and shall allow them 

 such compensation for their services, as they may 

 deem right and proper. 



