Numbers of lots, &c.

Property of company.

shares owned by him, but no installment shall be required to be paid upon any share sooner than three months after the same shall have been voted. And if any stockholder shall refuse or neglect to pay an installment at the time and place required, to the president, there shall be deducted from his dividends double the amount of such installment and the interest thereon unless at the time such installment is required to be paid, such a stockholder has a dividend equal in amount to such installment in the hands of the president in which event it shall be the duty of the board of directors to apply the same, or so much thereof as may be necessary, to the payment of such installment.

Each share shall be entitled to one vote on all questions to be determined by the stockholders; and stockholders may vote by person or proxy, such proxies being stockholders.

ART. 2. It is hereby agreed by the said parties that lots numbered one, two, three, and four, the south half of the southeast quarter, and the west half of the southwest quarter of section number three, in township fifteen north, of range seventeen east, situated at the Fond du Lac of Winnebago Lake, and the northwest and southeast quarter of section ten, and the west half of the northeast quarter, and the east half of the southwest quarter of the said section number ten in the said township, and the east half of the southwest quarter, the southeast quarter, and the north half of section number fifteen in said township, and the north half of section numbered twenty-two, and the east half of the southeast quarter of said section twenty-two in the said township, and also the southeast quarter of section twenty-seven in the said township, together with all lands and other property heretofore acquired by said company or conveyed or delivered to their president shall be and is hereby acknowledged and delivered to be the property of the said company, to be owned and held by the proprietors thereof, in proportion to the number of shares of stock held by each of them as the capital stock of said company, and to be managed and disposed of as is provided in and by this instrument.

ART. 3. There shall be a president and four directors of said

tenure of.

filled.

company elected by the stockholders, who shall form a board and Officers, and shall hold their offices for one year and until others are elected and qualified in their stead. If any vacancy shall occur the remainder Vacancies how of the board shall appoint some other stockholder to fill such vacancy. The president shall give a bond to the directors with sufficient securities, to be approved by them, in the penal sum of twelve thousand dollars, for the faithful performance of his duties and of the execution of the trusts for which he is appointed, according to these articles. He shall at any time when required by To give additional security. the directors, give such other or additional security as they may deem expedient; and if he shall fail so to do, his office shall be deemed vacant. All deeds conveying property to the said company shall be made to the president for the time being, and his successor in office, in trust, for the use and benefit of the said company, and with a limitation, that the same or any part thereof shall only be disposed of or conveyed by him, according to these articles, and when authorized and directed so to do by the said board upon sales made by them; and the said board, or a majority of them, are hereby authorized and required to manage the estate of the said company, and to cause the said lots and tracts of land to be accurately surveyed and divided into town and other lots, Land to be surand a plat thereof made and acknowledged and recorded, and to veyed make sale of the said lots, or of so many as may be deemed expedient, at any time, at the best advantage for the said company.

receivemoney,

The president shall receive all moneys paid on the sale of any of President to the said property, and hold the same, to be divided every six months, among the stockholders, in proportion to the number of shares held by them, after defraying the expenses of the said company; but he shall receive nothing for his services, unless the same is previously allowed him by the stockholders. The directors shall not be allowed any compensation for their services as such. ART. 4. No work to improve the property of the company, shall be undertaken, or expense incurred, or paid for, unless by a unanimous vote of the said president and directors. The presi- Meetings, how dent shall call a meeting of the stockholders at the request of a majority of the board; and any five of the stockholders may call such meeting at the place where the last meeting of the stockholders was held, stating in their notice, the object thereof: Provided, the board shall have refused, or from any circumstance are unable

and when call. ed.

Notice.
Stated meet-

ings.

to do so. Four weeks previous notice shall be given of any meeting of the stockholders. Stated meetings of the stockholders shall be held on the first Mondays of January and July, annually, at such place (four weeks previous notice being given thereof) as the board may appoint; and dividends shall be declared on the said days; and meetings of the board of directors shall be held at such time and place as the president and directors may appoint. The officers elected at the time of signing these articles, shall hold their Tenure of of offices until the first Monday in January, one thousand eight hun

fice.

President to make deeds.

dred and thirty-seven, and until others are elected in their place; but thereafter they shall be elected on the first Monday of January, annually. The president is hereby authorized and empowered to make and acknowledge deeds, according to law, of any estate owned by the company, and sold as aforesaid, conveying such interest therein as has been acquired by the company. It shall be his duty to keep the account of stock and other accounts of the company, and exhibit a statement thereof at each stated meeting. Accounts, how In books of the company separate accounts shall be opened with kept.

each stockholder, who shall be credited his share of the estate at this time owned by the company; that is to say, the sum of thirty dollars upon each share of stock held by him, and shall hereafter also be credited with any and all interest paid by him. The said books shall at all times be open to the inspection and examination of a majority of the directors. The president shall present his accounts to the directors for settlement; and no account shall be paid by him until it shall have been audited by the directors. The president shall issue to each stockholder script, or a certificate signed by him, stating the number of shares of stock held by him, Certificate of and whenever any transfer is made he shall issue a new certificate to the person to whom the transfer is made, and shall file the certificate surrendered by the transferee in his office.

stock.

Articles,when altered.

ART. 5. These articles shall only be amended at some stated meetings, (four weeks previous notice of such proposed amendment having been given,) and no amendment or addition shall be made thereto unless four-fifths of all the votes of the stockholders present in person or by proxy, shall be given therefor. If at any stated meeting of the stockholders the office of president shall be Vacancies how vacant, they shall proceed to elect some stockholder to fill such filled, vacancy as may be required by the directors; and in case of the

death of the president, or of a vacancy occurring in any other manner in the office of president, his successor shall execute the trust, and make deeds of the estate conveyed to his predecessor in the same manner as if the same had been conveyed to him.

And whereas, doubts are entertained of the legality of such conveyance, and also as to the nature and degree of the estate which the members of an incorporated joint stock company may have therein, Therefore, for the purpose of perfecting the title of purchasers and tó prevent difficulty and litigation in relation thereto,

Be it enacted by the Council and House of Representatives of the Territory of Wisconsin:

§ 1. That Samuel Ryan, Henry S. Baird, David Jones, John P. Arndt, and all such persons as now are or may hereafter be stockholders in the said corporation, shall be and they are hereby declared to be a body corporate and politic, under the name and style of the Fond du Lac Company; and as such corporation are hereby declared capable of suing and being sued, answering and being answered unto, pleading and being impleaded, defending and being defended, in all courts and places, and in all actions, suits, matters and causes whatever; and said company shall have a continued succession for the term of five years, and have a common Term and seal. seal and change the same at pleasure.

stock.

§ 2. The capital stock of said company shall not be increased Amount of beyond its present amount, to wit: Three hundred and forty-two shares of one hundred dollars each. Neither shall the said company hereafter purchase or own any other land or real estate whatever, except such as are now owned by said company: Pro- · vided, however, that nothing herein contained shall be so construed as to prevent or prohibit the said company from building upon or May improve otherwise improving the lands and estate now owned by it, or for exchanging the real estate or lands for other lands or estate of a like value.

lands.

§3. The stockholders of said company, or a majority of them, Bye-laws. shall have power to form bye-laws, rules and regulations for the government of said company, and the conveyance of its estate,

both real and personal; and all such bye-laws, rules and regulations for the government of said company, and the conveyance of its

Bye-laws to be estate, both real and personal, and all such bye-laws, rules and binding. regulations, after having been duly submitted to, and approved of, and adopted by the said stockholders, or a majority of them, at a meeting to be called upon a previous notice for that purpose, shall be binding upon said company; and all conveyances of the real estate or other property of said company, made in pursuance of said bye-laws, rules and regulations, shall be valid and effectual in the law for the conveyancing of the same, and for vesting in the grantees and their heirs and assigns, as good and perfect estate, in fee. or otherwise, as may be had by said company therein: Provided, that nothing contained in said bye-laws, rules and regulations, shall be repugnant to the Constitution or Laws of the United States or of this Territory.

Conveyances heretofore made to be binding.

contracts.

§ 4. That all conveyances of lands or of other property heretofore made on all contracts or agreements entered into by the said company in relation to its estate, in conformity to the existing bye-laws of the said association, shall be and are hereby declared to be binding upon the company hereby incorporated.

Not to impair § 5. That this act shall not be so construed as to impair the liabilities of the company, or the present liabilities of any member thereof, for the fulfilment of any obligation growing out of any contract heretofore made, or that shall hereafter be made by said company, or to prejudice the rights of any stockholders in said company.

§ 6. This act may be altered, amended or repealed, by any future Legislatute of this Territory or of the State of Wisconsin, APPROVED, February 9, 1842.