The Middlebury register. [volume] (Middlebury, Vt.) 1850-1882, 1851-12-17
NUMBER 81.

anil reuuir o such tecuritY LOT INC iainiu
performance OF their duties, a. they may
think proper.
SIC. Z. Before any company formed and
incorporated under this act ahali commence
business, the stockholders shall actually pay
Into sucb company such amount Of their
lca,itaI sock as shall be ordered by the judeee
| of the county court, at the time the articles
OF association shall 10 presented TO them
and such company shall. either in their ar'i,
lcles of association, or AT their first meeunP,
divide their capital into shares, which shaI
be numbered in progressive order, beginning
at number one (; and every stockholdrr shall
lhaye a certificate, under the seal OF the cor
lporstion, and signed by their treasurer, Ger.
Itifying his property in such shares a. shal
be expressed in the certificate.
SIC. 8. Il shall lie lawful for the diroo.
l,ors Of such compahy to call in and demand
from such stockholders such sums as they
may assess nn such shares respectively, not
e1ceedng tho nmount at which such shares
shall DO first limited, and take such meaos 10
lenferco the collection thereof as IS PROVIDED
lin the tenth section Of chapter eighty-three
of the Compiled Statutes, or IN such other
wav as they shall direct by their bylaws;
and said directors shall call in the whole
amount of their capital, II at any time u
shall become necessary to pay any debts of
1.-The corporation and for this purpose the
7 stockholders shall be personally LIABLE 10 me
/. full extent of their stock no, already paid
, in. and the directors may enforce pa!met
of the same against the stockholders, whethef
, any such provision is made in their bylaws
or not.
n SEC. g. All tho members or shareAoid.
era of such company shall DO jointly aho
severaly liable for all the debts or contracts
{ male by such company until the whole cap.
4 ital stock is paid in, and a certificate thereof
made and recorded, as is provided IN Tue
following section.
SEC. 10. The president and directors
together with the clerk and treasurer oi such
!, company, within thirty days after the az,
, ment o. the last instalmen, Of the captsi
stock, so fxed and limited by the company.
shall make q certificate, stating the amouns
I, OF capital stock so fixed and paid IN, whieh
certificate shall be signed and sworn 10 oy
the president. treasurer and clerk. and
majority OF the directors, and within the
said thirty days they shall havo the same re-
u corded in the office of tho county clerk Tor
y the county in which tho business ls carried
on.
, SEC II. No note or obligation glren oy
Il any sro:khoder, whoiher secured by pledge
is or otherwise, shall be considered as pa, men'
n of any part Of the capital stock and no loan
-. Of money shall ba made by any such con>
~ pany 10 any shareholders; and II any such
loan shall he made, the officers who made IT,
or assented thereto, shall be jointly and sew
orally liable to the extent OF such loan and
Interest, for all the debts Of the company
contracted before the repayment oil the sum
loaned.
SEC. H. No dividend shah bs made or
% declared by the directors Of such company,
u when they are insolvent, or any dividend
: which would render it insolvent, or diminish
o. the amount of the capital stock, and the di.
= reclors, who declare any such dividend, shall
he jointly and severnlly liable for all the
g. debts Of the company then existing, or THAI
shall ther eafter be contracted, while they
continue 10 Office, TO the amount Of the div
~ - ldend so declared: Proridsd, that il any Of
=, the directors shall object TO tie declaring Of
- - such dividend, at TIE time when it is de-
:, car ed, or before the time ffxe,l for tho pay.
y. ~ ment thereof and shall file certificate Of
W such objection in writing, with the clerk OF
said company, before the time fixed for the
- payment thereof, such director or directors,
u, y, so objecting, shall be exempt from such liA-
- bility.
q SEC. 10. II the indebtedness Of such
. company shall at any time exceed its capital
te stock the directors Of such company nssent>
u ~ ing thereto shall be jointly and severay
~ liable Tor such excess, TO the creditors Of such
30 company.
:. .e SEQ. IA. No person, holding stock in
:, such company, as executor, administrator
~ guardian or trustee, or holding stock rs col
~ lateral security, shall be personally subject
- 10 any liability as stockholdor OF such COM
pany; hut the estate and funds in the hands
r II -lll nj
~ trustee, shall be liable, in like manner, and
W. to the same extent as the tesistor. intestate.
N ward, or cesiui que trust would have been, II
.s living. or competent to act Tor himself, or
* held the same stock in his own name, and
q, Il the person plsdging any stocks as collateral
." security shall be considered as holding The
=" same, and shall be liable, as a Gockholdcr,
or accordingly.
VI SIC Is. Ever, such executor, admins
ho traitor. guardian or trustee shall represent
a the shares in his hands, at all meetings ol
~. the company, and uny vote acccrdinYly, and
.' no every person who shall pledge his stock Al
'n, @ aforesaid may nevertheless represent the
,r' same at all s,ch meetings, and msy vote
,o thereon es slockholder.
aw SEC. i6. Every corporation formed un
cal der this act may reduce or increase lis capl
es. tai stock. by vote OF not less than two
cir thirds in number and amount Of all The
ne, shares in said company but no such capita
cal shall be reduced to All amount less lhnn the
i've debts or liabilities Of such company.
ley SIC II. At any meeting specially no
md iiied for ths, purpose, by publication in on'
the or more newspaper, nearest the place OF bus
ih, iness OF such company, signed by The pres
ix- dent and q majority OF the directors, .ucl
ons company may extend or change its business
led to any other manufacturing bnsnrs', by
ms vote Of Iwo-ihrds in number and amount o
on the shares represented al such meeting, an
ged a notice Of such change shall be pnblishe'
and within one month thereafter. for three week
any successivelv. in the newspaper OF newspa
pers Aforesaid.
0. sKc. ia. No new stock shsll bc i'sse'
"o' % nv tho company al less sum per share iha
pe the original par value. without giving ih
os' s, original stockholders certificates, eniiilin
s,u- them 10 their stock At the same price (: mol
% II the capital il increased, shall any Of III
'uo' % original stockholders be compelled TO taS
~ any II the nav stock.
.ra- SIC 10. No stockhoder shall he persoI
, as ally liable for Ary debt ri the compan
in which is not 10 no paid within one year frol
.ba tho tune the debt is contracted. nor unless
. by suit is commenced against the compai
Y in therefor within ono wear afler the same sha
ces. have become dse and no suit shall b
oyi- brought against any sockhoder who shs
h,va naa..I 10 ba fnch for anv tl,. hi or III