Capital Stock and amount of real estate. Directors to be annually chosen, after public notice pear, prosecute and defend to final judgment and execution, and have a common Seal, which they may alter at pleasure; and may purchase, hold and convey any estate, real or personal, for the use of said Company, subject to the restrictions herein after mentioned. SEC. 2D. Be it further enacted by the Authority aforesaid, that the capital stock of said Company, exclusive of premium, notes, or profits arising from said business, shall never exceed four hundred thousand Dollars, nor be less than one hundred and fifty thousand Dollars; and shall be divided into one thousand shares; of which capital stock, twenty thousand Dollars only, shall be invested in real estate. SEC. 3D. Be it further enacted, that the stock, property, affairs and concerns of said Company, shall be manhas been given. aged and conducted by nine Directors, one of whom shall be the President thereof, who shall hold their Offices for one year; and untill others shall be chosen, and no longer; which Directors shall, at the time of their election, be stockholders, and citizens of this Commonwealth, and shall be elected on the first Monday in July in each and every year, at such times of the day, and at such place in the town of Salem as a majority of the Directors for the time being shall appoint; of which election public notice shall be given in one of the News-papers printed in the town of Salem, and continued for the space of ten days immediately preceding such election: And such election. shall be holden under the inspection of three Stockholders, not being Directors, to be appointed previous to every election, by the Directors; and shall be made by ballot by a majority of votes of the Stockholders present, allowing one vote to each share in the capital stock; provided that no Stockholder shall be allowed more than ten votes ; and the Stockholders not present may vote by proxy, under such regulations as the said Company shall prescribe: And if through any unavoidable accident the said Directors should not be chosen on the first Monday of July as aforesaid, it shall be lawful to choose them on another day, in manner herein prescribed. Directors to choose a President. SEC. 4TH. Be it further enacted, that the Directors so chosen, shall meet as soon as may be after every election, and shall choose out of their body one person to be President, who shall preside for one year, and be sworn faithfully to discharge the duties of his Office: And in case of the death, resignation or inability to serve, of the President or any Director, such vacancy or vacancies shall be filled, for the remainder of the year in which they may happen, by a special election for that purpose, to be holden in the same manner as herein before directed respecting annual elections for Directors and President. transaction of SEC. 5TH. Be it further enacted, that the President Board for the and four of the Directors, or five of the Directors in the business and absence of the President, shall be a Board competent for their powers. the transaction of business; and all questions before them shall be decided by a majority of votes, and they shall have power to make and prescribe such bye-laws, rules and regulations, as to them shall appear needful and proper touching the management and disposition of the stock, property, estate and effects of said Company, and the transfer of the shares, and touching the duties and conduct of the several Officers, Clerks and Servants employed, and the election of Directors, and all such matters as appertain to the business of Insurance; and shall also secretary and have power to appoint a Se[c]retary, and so many Clerks and Servants for carrying on the said business, and with such salaries and allowances to them and to the President, as to the said Board shall seem meet: Provided that such bye laws, rules and regulations shall not be repugnant to the Constitution, or Laws of this Commonwealth. clerks to be appointed. meetings of be appointed. insured specting poli SEC. 6. Be it further enacted, that there shall be stated Stated or special meetings of the Directors, at least once in every month, Directors to be and as often within each month, as the President and committee to Board of Directors shall deem proper; and the President, and a Committee of two of the Directors, to be by him appointed in rotation, shall assemble daily if need be, for the dispatch of business: And the said Board of Direct- What may be ors, or the Committee aforesaid, at and during the pleas- directions reure of said Board, shall have power and authority, on cles. behalf of the Company, to make insurance upon vessels, freight and goods, and against captivity of persons, and on the life of any person during his absence by sea, and in cases of money lent upon bottomry and respondentia, and to fix the premium and terms of payment; and all policies of Insurance by them made, shall be subscribed by the President, or in case of his death, sickness, inability or absence, by any two of the Directors, and countersigned by the Secretary; and shall be binding and obligatory upon the said Company, and have the like Semi-annual dividends to be made. Case of loss which shall lessen the capital stock. Dealing in merchandize &c. forbidden and the disposal of the capital stock directed. Payment of instalments. effect and force as if under the Seal of said Company; and all losses duly arising under any such policies so subscribed, may be adjusted and settled by the President and Board of Directors, and the same shall be binding on the Company. SEC. 7. Be it further enacted, that it shall be the duty of the Directors on the first Monday of June and December in every year, to make dividends of so much of the interest arising from their capital stock and the profits of said Company, as to them shall appear adviseable; but the monies received and notes taken for premiums on risques, which shall be undetermined and outstanding at the time of making such dividends, shall not be considered as part of the profits of the Company; and in case of any loss or losses, whereby the capital stock of the Company shall be lessened, each proprietor or Stockholder's estate shall be held accountable for the instalments that may be due and unpaid on his share or shares, at the time of said loss or losses taking place, to be paid in to the said Company by assessments, or such other mode, and at such time or times, as the Directors shall order; and no subsequent dividend shall be made, untill a sum equal to such diminution shall have been added to the capital; & that once in every three years, and oftener if required by a majority of the votes of the Stockholders, the Directors shall lay before the Stockholders at a general meeting, an exact & particular statement of the profits, if any there be, after deducting losses and dividends. SEC. 8TH. Be it further enacted, that the said Company shall not directly, nor indirectly deal or trade in buying or selling any goods, wares, merchandize or commodities whatsoever; and the capital stock of said Company, after being collected at each instalment, shall, within one hundred and twenty days, be invested either in the funded debt of the United States, or of this Commonwealth, or in the stock of the United States Bank, or of any incorporated Bank in this Commonwealth, at the discretion of the President and Directors of said Company, or of other Officers which the Proprietors shall for such purpose appoint. SEC. 9. Be it further enacted, that fifty Dollars on each share in said Company shall be paid within twenty days after the first meeting of said Company, and the remaining sum within one year after said first meeting, at such equal instalments, and under such penalties, as the said Company shall direct; and no transfer of any share in said Company shall be permitted, or be valid, until all the instalments on such share shall have been paid. SEC. 10. Be it further enacted, that no person, being a Director of any other Company carrying on the business of marine insurance, shall be eligible as a Director of the Company by this Act established. A Director in pany not eligi another com ble in this. attachment, & prescribed. SEC. 11. Be it further enacted, that the property of Shares liable to any member of said Company vested in the stock of said the process Company, shall be liable to attachment, and to the payment and satisfaction of his just debts to any of his bona fide creditors, in manner following; viz. in addition to the summons prescribed by law to be left with the defendant, a like summons shall be left with the Secretary of said Company, and the debtor's shares in said Company's funds, together with the interest and profits due or growing thereon, or so much thereof as shall be sufficient, shall thereby be holden to respond said suit according to law; and all transfers of the debtors shares not noted in the books of the Company, previous to the delivery of such summons, shall be barred thereby, and execution may be levied upon the property of any Stockholder in said Company, and his share or shares therein exposed to sale in the same manner as is by law prescribed where personal estate is taken in execution; and it shall be the duty of the Officer who extends such execution, to leave an attested copy thereof, with his doings thereon, with the Secretary of said Company, and the purchasers shall thereupon be entitled to the reception of all dividends and stocks which the debtor was previously intitled to; and upon any attachment being made, or execution levied on any shares in said Company, it shall be the duty of the Secretary of said Company to expose the books of the Company to the Officer, and to furnish him with a certificate under his hand, in his official capacity, ascertaining the number of shares the debtor holds in said Company, and the amount of the dividends due thereon. the President & SEC. 12. Be it further enacted, that in case of any loss The estates of or losses taking place, that shall be equal to the amount Directors liable of the capital stock of the said Company, and the Presi- in certain case. dent & Directors, after knowing of such loss or losses taking place, shall subscribe to any policy of insurance, their estates jointly and severally shall be accountable for Statement to be submitted. Persons authorized to call first meeting. Gate to be erected when road is com pleted. the amount of any and every loss that shall take place under policies thus subscribed. SEC. 13. Be it further enacted, that the President and Directors of said Company shall, previous to their subscribing to any policy, and once in every year after, publish in one of the Newspapers printed in the town of Salem, the amount of their stock, against what risks they mean to insure, & the largest sum they mean to take on any one risk. SEC. 14. Be it further enacted that the President and Directors of said Company shall when, and as often as required by the Legislature of this Commonwealth, lay before them a statement of the affairs of said Company, and submit to an examination concerning the same under oath. SEC. 15. Be it further enacted, that George Dodge, Jacob Ashton and Joseph White, or any two of them, are hereby authorized to call a meeting of the members of said Company as soon as may be, in Salem, by advertizing the same for two successive Weeks in the Salem Gazette, for the purpose of their electing a first Board of Directors, who shall continue in Office until the first Monday of July, one thousand eight hundred and one. Approved June 9, 1800. 1800.- Chapter 3. [May Session, ch. 3.] AN ACT IN ADDITION TO AN ACT, INTITLED, "AN ACT FOR Be it enacted by the Senate and House of Representatives, in General Court assembled, and by the authority of the same, That as soon as the said Corporation shall one-third of the have made and completed one third part of the said road, beginning on the line between the towns of Westfield and Russell, according to the requisition of said Act, and the same shall have been duly approved by a Committee appointed by the Court of General Sessions of the Peace for the County of Hampshire, the said Corporation be, and hereby are authorized and empowered to erect a Turnpike Gate in such place as the said Committee shall judge necessary and convenient for collecting toll, and shall be entitled to receive of each traveller or passenger, the same rate of toll that they would have been by said Act, to which this |