GENERAL ASSEMBLY,
May Session, A. D. 1863.

*Resolved by this Assembly,*

1. SEC. 1. That Eli Whitney, Jonathan Edwards, C. S. Hubbard, and such other persons as shall be associated with them, be, and they are hereby constituted a body politic and corporate, by the name of the "Whitney Arms Company," for the purpose of manufacturing every variety of fire-arms, and other implements of war, caps, cartridges, balls and like munitions of war, applicable to the use of fire-arms, and all kinds of machinery adapted for the construction thereof, or otherwise. And by that name they and their successors shall be, and they are hereby authorized and empowered to purchase, take, hold, occupy, possess and enjoy, to them, their successors and assigns, any goods, chattels and effects, of whatever kind they may be, the better to enable them to carry on said business to advantage. And also to

2

17 purchase, take, hold, occupy and enjoy any lands,
18 tenements or hereditaments, in the town of Ham-
19 den, that shall be necessary to carry out the purposes
20 of said corporation, and the same or any part thereof,
21 to sell, lease and dispose of at pleasure; also to sue
22 and be sued, plead and be impleaded, defend, and be
defended, answer and be answered unto, in any court
23 of record or elsewhere. And said corporation may
24 have and use a common seal, and may alter the same
25 at their pleasure.
26

1 **SEC. 2.** The capital stock of said corporation
2 shall be one hundred thousand dollars, with liberty to
3 increase the same to three hundred thousand dollars,
4 to be divided into shares of one hundred dollars each,
5 which shares shall be deemed personal property and
6 be transferable only on the books of said corporation,
7 in such manner as the by-laws of said corporation
8 shall prescribe. And said corporation may organize,
9 go into operation and commence business whenever
10 and as soon as seventy-five thousand dollars of said
11 stock shall be taken and subscribed for.

1 **SEC. 3.** The stock, property and affairs of said
2 corporation shall be managed by not less than
3 three nor more than seven directors, one of whom

3

4 shall by said directors be appointed president, and
5 the said directors shall hold their offices for one year
6 and until others are chosen; said directors shall be
7 the stockholders and shall be annually elected at
8 such times and places as shall be prescribed by the
9 by-laws of said corporation. A majority of said di-
10 rectors shall in all cases, when met in conformity
11 with the by-laws, constitute a board for the trans-
12 action of business, and a majority of the stockhold-
13 ers present at any legal meeting, shall be capable of
14 transacting the business of such meeting, each share
15 of stock entitling the owner thereof to one vote,
16 which vote may be given by said stockholder in per-
17 son or by lawful proxy. The first meeting of the cor-
18 poration hereby formed may be called by the person
19 or persons designated for that purpose, by the corpo-
20 rators named in the first section of this act, at such
21 time and place, and giving such notice of such meet-
22 ing as the person or persons, or a majority of them,
23 thus designated, shall deem reasonable and proper.

1 SEC. 4. The directors for the time being, or a
2 majority of them, shall have power to fill any va-
3 cancy which may happen in their board, by death,

4

4 resignation or otherwise, for the then current year,
5 and to appoint and employ from time to time a sec-
6 retary, treasurer, and such other officers, mechanics
7 and laborers, as they may think proper for the trans-
8 action of the business and concerns of said Com-
9 pany, and may require said secretary, treasurer and
10 other officers to give such security by bond or other-
11 wise, for the faithful discharge of their trusts and
12 duties as said directors shall deem proper; and also
13 to make and establish such by-laws, rules and regu-
14 lations as they shall deem expedient for the manage-
15 ment of the affairs of said corporation, and the same
16 to alter and repeal: *provided always*, that such by-
17 laws, rules and regulations be not inconsistent with
18 the laws of this State or of the United States. And
19 said directors shall and may as often as the interest
20 of the stockholders shall require, and the affairs of
21 said Company will permit, declare a dividend or divi-
22 dends of profits on each share, which shall be paid
23 by the Treasurer of said Company.

1 SEC. 5. If it shall so occur that an election of
2 directors shall not be made on any day appointed by
3 the by-laws of said company, said corporation shall

5

4 not for that cause be deemed to be dissolved, but
5 such election may be held on any day thereafter
6 which shall be appointed by the directors.

1 SEC. 6. The books of said corporation, contain-
2 ing their accounts, shall at all reasonable times be
3 open for the inspection of any stockholders of said
4 corporation. And as often as once in each year a
5 statement of the accounts of said Company shall be
6 made by order of the directors. And said directors
7 may obtain new subscriptions to the capital stock at
8 any time, not exceeding in the whole the sum of
9 hundred thousand dollars.

1 SEC. 7. The directors may call in the subscriptions
2 to the capital stock by installments, in such propor-
3 tions and at such times and places as they shall deem
4 proper, giving such notice thereof as the by-laws and
5 regulations of said company shall prescribe. And in
6 case any stockholder shall neglect or refuse payment
7 of such installment or installments for the term of
8 sixty days after the same shall become due and pay-
9 able, and after he, she, or they have been notified
10 thereof, the stock of such negligent stockholder or
11 stock-holders, or so much thereof as shall be neces-
12 sary, shall be sold by the directors at public auction,

2

6

13 giving at least thirty days' notice thereof in some
14 newspaper published in the town of New Haven;
15 and the proceeds of such sale shall be first applied
16 in payment of the installment called for, and the ex-
17 pense attending the call and sale, and the residue
18 shall be refunded to the owner thereof. And such
19 sale shall entitle the purchaser to all the rights of a
20 stockholder, to the extent of the shares so bought.

1 **SEC. 8.** The said corporation shall, within the
2 period of thirty days next after the same shall be-
3 become organized, lodge a certificate with the secre-
4 tary of this state, containing the amount of capital
5 stock actually paid in and belonging to said Com-
6 pany, which certificate shall be signed by the presi-
7 dent and secretary, and verified by their oath. And,
8 also, a like certificate of all installments subsequently
9 paid in, and new shares thereafter created, shall be
10 certified and lodged in like manner within thirty
11 days after the same shall have been paid in and
12 said stock shall have been created. And the amount
13 of capital stock thus certified shall not be withdrawn
14 so as to reduce the same below the amount stated in
15 said certificates. And if any part of the capital stock

7

16 paid in and certified shall be withdrawn without the
17 consent of the General Assembly first had and ob-
18 tained therefor, the directors ordering, causing or al-
19 lowing such withdrawal or reduction of capital, shall
20 be liable, jointly and severally, as traders in com-
21 pany, in case of the insolvency of said corporation,
22 at any period afterwards, for all debts owing by said
23 corporation at the time of or subsequently to the
24 reduction or diminution of the capital as aforesaid.

1 SEC. 9. This act shall be subject to be altered,

2 amended or repealed, at the pleasure of the General

3 Assembly.