The Caledonian. [volume] (St. Johnsbury, Vt.) 1837-1867, 1851-12-20

not, for that Teafon, b. dissol vod, bur they
NAV make the ele 'tiOn IN such other day ~
shall be provided for by the by laws or " M
such provision bo niRda, the judges af tho
county court for tho eoanfy in whish tho OPP
eraiions Of the eomr9pyHre ch-rie on, may
appoint meeting II tho company 20 make
choice of such direrb-. tho me and pace
of which shall be- notified by aaid Judges. bv
publication, az least tin days proviot9s thor,
20, In srct nrwspAIers AZ the said judge' shall
direct.
Sec. q. The company may designate IN
eher bylaws tho qualification Of the president.
director, and all the subordinate alIirersand
require such security Coz the faithful perform
Ance of their duties as they may think prop.
Soc. T. Brlnre any company formed and
incorporated under this act fhhll commanca
business the sto kholdrrs shall actually pay
into such company such amonnt of their zap
ital stock A. shall b. ordered by the Judges
OF tho county court AZ the time the articles
Of association shall be presenied To thom: and
such company shall, either In thoir Arii lies
| Of asaociation, or ~ their 6Fst meeting. divide
! their capital into shares. which shall ho num-
bcrcd IN progressive ordor, beginning a, nom-
one; and every siockboldcr shall have q eSgs
tifcAte, under the scal OF tho corporation. .snd
signed by their treasurer, certifying biA prop
ertyin such shares as shall bo expressed Ia
the certificate. .I.
Sec. .. II shall DO lawful for the diroe-
tors Of such company To call an domnwI
frou such stockholders such sums a. they may
assess on such shares rcspectivcl mot excocd-
ing the amount az which such shares shalt bo
first limited, and take such means 10 enfor
the collection thureof Rr Is provided in tho
tanth sections Of chapter oighiy-thrco OF tho
? Complied Statutes, or IN such oihGr way 30
, they shall direct by their by l-lAws and aaid
directors shall call in the whole amount OF
their capital, if at any iime IL shall become
necessary b pay any debts Of the corporation;
and for this purpose the stockholders shall
he personally liable, 20 the full extent OF
thoir stock not already paid in, and the di-
roctors tnhy enforce payment OF the same n
gainst the stockholders, whether any such
: provision is made in their bylaws or not
Sec. .. All the members or shareholders
of such company shall be jointly and sever
ally liable for all the debts or contracts made
by such company. until tho whole cNpff1l
stock Is paid in,and certificate thereof nadA
and recorded, as is provided in the following
section.
Sec, 10. The president and directors. to-
gcihcr with the clerk and treasurer of Euch
company, within thirty days after the pay
> ment OF tho last installment OF the capital
stock, 30 fixed an1 limited by tho compahy,
shall make certificate, Ftatng the amount
OF capital stock 90 fixed and paid in, which
certificate shall be signed and sworn 10 by
thr president, treasurer and clcrki and mn
| iority of the directors, and within the said
tl.izia- days they shall have the same record
cd in the Office Or the county efCTtt f1r the
county in which the business is carried on,
Sec. II. No note or obligation given by
any Ssockholder. whether secured by pledge
or otherwise, shall 10 considered aspayment
Of AnsS part OF the capital stock; and no loan
: Of money slall bc made by any such compa-
| A.. u. 4.
: shall bo mado, the officers who made IL, or as
scntod thereto, shall be jointly and severally
liable 20 tho extent Of such loan and interest,
for all the debts OF the company contracted
before the repayment Of the sum loaned.
, See ~ No dividend shall be mAdo or
declared by the directors OF such company,
when they are inSolvcnt, or any dividend
which would render il insol vent, or diminish
l the amount Of the capital stock, and tho di-
: rectors, whS declare any such dividend, shall
be jointly and severally liable for all the
= debts Of the company then existing. or that
shall thereafter DC contracted while they
e continue in Office, TO the amount OF the divid.
: end so declared; Provided, that ifhny Of tho
% directors shall object 10 the declaring Of such
|, dividend at the time when il is declared, or
: before the time fixed for the payment there
: OF, and shall file certificate Of such objoe-
G ton in writing,with the clerk Of said compa-
y ny, before the time fixed for the payment
!, thereof, such director or directors, so object
y ing shall be exempt from such liability,
$ Sec. IS. II tho Indebtedness ofsuch com.
: pany shall nt any time exceed its capital stock,
: the directors OF such company asserting
= thoreto shall be jointly and sevcrally hahIS
=, for such excess, TO the creditors Of such COM
n pany.
e Sec -. No person, holding stock in such
= company, rs executor, administrator, guArdi-
y an or trustee, or holding stock as collateral
y security, shall be personally subject to any
e liability as stockhoIder of such company; but
l. tho estate and funds in the hands OF such eE-
d ocntor, guardian or truS.ec shall be liable, in
y like manner, and 20 tie same extent, rs tho
4 testator intcstate ward cesiui que trLu would
y have been u living, or competent 20 act for
NJ himself, Or held the same stock in his own
y; name, and the porson pledging any stocks as
Al colAteraE security shall bc considered as hold
lie ing the same, and shall be liable, as stock
s; holder, accordingly.
y Sec. is. Every such executor, admins
nj traitor, guardian trustee shall represent the
y shares in his hands, at oil meetings Of the
" company, and may vote nccordingly,& every
CT person who shall pledge his stock as aforesaid
d, may nevertheless represent the same at all
Ia such meetings. and may vote thereon as a
er Sec. 10. Every corporation formed un-
e. der this act mHy reduce or increase its capi-
tai stock, by n vote Of not less than two thirds
MS in number and amount of all the shares 10
ne said company; but no such capital shall be
h reduced 10 an amount less Than the debts or
u liabilities ofsuch company.
Sec. ~. Al any meeting specially noti-
IN fed for that purpose, by publication IN ouc
We or more -seazpanerA nearcst the place of bus
n ncss OF such company, signed by the presi-
OF dent and majority Of the directors, such
ID company may extend it's business, by voto
v OF two-thirds in number and amount OF the
b. shares represented at such meeting, and a
o, notice Of such chanreshaIl be published with
r in one month thereafter for three Ssoeks sue
o; cessively, in the newtpapcr or newspapers q
" forcSaid.