« AnteriorContinuar »
pleading and being impleaded, defending and being defended, in any court of competent Jurisdiction.
4129j. Books, shall keep. 8. The directors shall at all times keep, or cause to be kept, at some proper place agreed on by them, proper books of account, in which shall be entered all the trajsactions of the company; which books shall at all times be subject to the inspection of the stockholders.
4129k. By-laws. 9. The directors shall provide a code of by-laws for the government of the corporation; which by-laws when approved by a majority of the stockholders, shall be binding until altered or amended by a vote of the stockholders at any regular or special meeting.
41291. Vacancies in board. 10. The directors shall fill all vacancies which may occur in their body. They may sit on their own adjournments or on a call of the president, and when the president or secretary is absent the directors may appoint one of their members to fill the vacancy. The president may, if he deem it advisable for the interests of the company, or a majority of the directors may, call a meet. ing of the stockholders at any time.
4129m. Vote of stockholders. 11. At all elections of directors, and upon all propositions to amend the by-laws or to increase or decrease the stock, or to issue preferred stock, each stockholder shall be entitled to vote in person or by pross in the manner and form prescribed by the by-laws, and shall possess one vote for each share of stock appearing in his name on the books of the company.
4129n. Stock, when not transferable. 12. Three days before any meeting of stockholders the stock books of such companies shall be closed, for the parpose of transferring stock, and shall remain closed until after the adjournment of such meeting.
41290. Stock, certificates of. 13. Certificates of stock shall be given to the stockholders, which shall be evidence of the stock held and shall be signed by the president and secretary, over the seal of the company, the same to be transferable on tbe books of the company only in person or by attorney; but sucb stock shall at all times be held by the company for any delinquency in the payment of ans assessments ordered by the board of directors.
4129p. Liability for debts. 14. The stockholders of such company shall be individually liable, jointly and severally, for all debts owing mariners, boatmen, laborers and servants for services rendered.
4129q. Preferred stock. 15. Such company may at any time, by a vote of two-thirds of its stockholders, create and issue shares of preferred stock in any amount not exceeding double the common stock of the company.
4129r. Providing for preferred stock. 16. Such preferred stock may be provided for at the time of the incorporation of the company, in which case the amount shall be stated in the articles of association, and the number of shares Into which it is to be divided, together with the rate of interest to which dividends are limited,
4129s. Resolution certified to secretary of state. 17. In case such preferred stock be authorized subsequent to the incorporation of the company, the resolution providing for the issuance of the preferred stock shall be duly certified by the president and secretary of the company, over its corporate seal, to the Secretary of State, who shall be paid for the State, a fee of one dollar per thousand for all preferred stock’authorized to be issued by such resolution. Such certificate shall show the amount of the preferred stock authorized, the number of shares into which it is to be divided and the amount of each share.
4129t. Preferred stock Sale of. 18. Such stockholders may by a vote of the holders of a majority of the common stock, authorize and empower the board of directors to dispose of and issue such preferred stock, upon such terms and conditions as such board of directors may deem best.
4129u. Preferred stock, redemption of. 19. Such preferred stock shall be subject to redemption at par at such time or times, and upon such terms and conditions as shall be expressed in the certificate thereof, and the holders of such preferred stock shall be entitled to receive, and said company shall be bound to pay thereon, such semiannual sum or dividend as may be expressed in the certificates, not
exceeding tour per centum, before any dividend shall be set aside or paid on the comnon stock of such company, and in no event shall the holders of such preferred stock be individually, or personally liable for the debts or other liabilities of the company; but in case of insolvency, or upon the dissolution of such company, all debts and other liabilities shall be paid in preference to such preferred stock. Such preferred stock, however, shall at all times have priority in payment out of the assets of such company, over the common stock thereof, for the full face value, together with all arrearages of luterest or dividends due thereon.
4129v. Preferred stock not voted. 20. Such preferred stock shall not be voted at any meeting of such company, por shall the holders thereof, as such, have any voice in the management of the affairs of such company, excepting, however, that such company shall not have authority to convey its real estate or mortgage any of its property without the written consent of the holders of a majority of the shares of such preferred stock; nor shall such company, without such cousent, declare any dividend upon its common stock that will impair its capital. Such preferred stock shall not entitle the holder thereof to any interest in the assets of such company beyond the par or face value of such preferred stock, together with all arrearages of interest or dividends due thereon. 4129w. Certificate of redemption of stock. 21. When
such company has redeemed the preferred stock issued by it, its directors shall, within thirty days thereafter, cause to be filed withthe Secretary of State, their certificate in writing as directors of such company, duly acknowledged, certifying that such preferred stock has been redeemed; for filing which certificate the Secretary of State shall receive, for the State, a fee of one dollar; and in default of tiling such certificate the directors of such company shall be jointly and severally liable for all debts of such company, contracted after said thirty days and before such certificate is filed. •
4129x. Tax on tonnage. 22. Such companies shall pay into the State Treasury annually, on or before the first day of June, a sum equal to three cents per net ton of the registered tonnage of all vessels owned by such companies, such payment to be received in lieu of all other taxes, except as hereinafter provided, and no further assessments shall be made by any officer upon any vessel, barge, boat or other water craft belonging to such companies.
4129y. Capital stock not taxed. 23. The method of taxation upon the net tonnage of vessels being in lieu of other taxation, the capital stock of such companies shall not be assessed or taxed, but such companies shall return for taxation at their home offices all personal property of every kind and description owned by said companies, excepting vessels and other actual tangible property outside the State of Indiana; which property shall be assessed to such companies as other personal property is taxed.
4129z. Taxation of vessels. 24. All ships and other vessels engaged in commerce and owned or registered under the navigation laws of the United States at any port in the State of Indiana shall be taxed as hereinbefore provided at the rate of three cents per net ton of the registered tonnage of the vessel, and all owners of such ships shall make returns as in this act provided.
4129aa. Return of vessels for taxation. 25. Every navigation company Incorporated under this act, and all owners of ships and other vessels registered in Indiana under the laws of the United States shall annually, on or before the first day of July, file with the Auditor of State a veritied statement in writing containing the name, port of hail, and the tonnage of every barge, boat or other water craft owner by such company, individual or partnership on the first day of May immediately preceding, and shall thereupon pay into the State Treasury a sum equal to three cents per net ton of the registered tonnage of such vessel, and the Treasurer shall thereupon issue his receipt therefor; which receipt shall show that such payment is in full for all taxes assessed against such vessel or vessels, and no other returns for taxation shall be required from navigation companies organized under this act than such as are hereinbefore provided for.
4129bb. Copies of registration certificates. 26. Every such company shall file with the Auditor of State, when it makes its first return for taxation, a certified copy of the most recent registration certificate of every vessel owned by said company, and registered in the State of Indiana, and annually thereafter shall file certified copies of all registration certificates issued to such navigation company during the previous year.
4129cc. Other ship owners. 27. Other owners of vessels shall file similar certified copies of registration certificates in order to avall themselves of the benefit of this act.
4129dd. Failure to make return. 28. In case any navigation company organized under this act shall fail, for thirty days after the first day of July in any year, to make a return as hereinbefore provided, and to pay the tax hereinbefore provided for, such fact shall be reported by the Auditor of State to the Attorney-General who shail imuediately proceed to institute proceedings against such company for the sequestratiou of its property and the forfeiture of its charter and its final dissolution. In any such action a penalty of five hundred dollars inay be recovered against such company in addition to whatever taxes may be found delinquent.
4129ee. Making false return. 29. In case any company shall make a false or fraudulent return of its net tonnage it shall be subject to a penalty of one thousand dollars, to be recovered by the Attorney-General in the name of the State in any court of Justice.
(1867, p. 183. In force March 11, 1867.] 4130. May be formed.
1. Any number of persons may form them. selves into a corporation for the purpose of establishing, maintaining, and operating steam-packet companies for the transportation of freights and passengers on the navigable streams of the State of Indiana, the rivers bordering thereon, and other navigable waters.
4131. Articles of association. 2. The company or companies formed under this Act shall comply with the following requirements: They shall unite in articles of association, setting forth the names they assume, the points between which it is proposed to do business, the amount of capital. stock, and the number of shares into which it is to be divided. The names and places of residence of the stockholders, and the amount of stock taken by each, shall be subscribed to said articles of association; and the same, when drawn up and signed by the stockholders, shall be acknowledged before some officer authorized to take acknowledgments, and recorded in the office of the Recorder of each county in which the termini of said proposed lines of steam-packets are located.
4132. Increase of capital-stock. 3. It shall be lawful for any steampacket company which may be organized under this Act to increase its capital-stock, for the purpose of purchasing, building, or repairing steamboats and other boats used in its business, or for any other purpose necessarily incidental to and connected with the organization of said company; but before any such increase of the capital-stock is made, said company shall obtain the consent of so many of the stockholders thereof as shall be the owners, in the aggregate, of at least two-thirds of the original stock.
4133. Election of directors - Term. 4. Not less than three nor more than five directors shall be elected by the stockholders of such corporation, who shall hold their office for one year or until their successors are appointed. Notice of the election of directors shall be given by publication, for three weeks successively, in some newspaper published in the county in which the principal office of said company is located.
4134. Officers - Name. 5. Any board of directors elected under this Act may organize by choosing a president and a secretary (who may also be the treasurer and superintendent of said company), and such other officers as may be necessary to carry out the purposes of the incorporation, and from thence shall be known as the “ Company"; and in its corporate name shall be capable of suing and being sued, pleading and being impleaded, defending and being defended in any Court of competent jurisdiction.
4135. Seal — Powers. 6. Any corporation formed under this Act may have a common seal, and the same use, alter, or change at pleasure; and be capable of purchasing, holding, using, and conveying any estate, real or personal, that may, by said board of directors, be deemed necessary to the conduct and management of the business of said company.
4136. Books of account. 7. The directors shall, at all times, keep or cause to be kept, at some proper place to be agreed on by them, proper books of account, in which shall be entered all the transactions of the company; which books shall, at all times, be subject to the inspection of the stockholders.
4137. By-laws. 8. The officers so elected shall provide a code of bylaws for the government of the corporation; which by-laws, when approved by a majority of the stockholders, shall become law and binding until altered or amended by a vote of a meeting of the stockholders.
4138. Vacancies --Meetings. 9. The president and directors shall fill all vacancies that may occur in their body. They may sit on their own adjournments or on a call of the president; and when the president or secretary is absent, the directors may appoint one of their members to fill the vacancy. The president may, if he deem it advisable for the interests of the company, call a meeting of the stockholders at any time.
4139.' Vote of stockholders. 10. At all elections of directors, each stockholder shall be entitled to vote, in person or by proxy, in the manner and form prescribed by the by-laws, and according to the following scale: For each share, one vote.
4140. Stock. 11. Certificates of stock shall be given to the stockholders (which shall be evidence of the stock held), to be signed by the president and the secretary, under the seal of the company, the same to be transferable on the books of the company only. But such stock shall, at all times, be held by the company for any delinquency in the payment of any assessments ordered by the board of directors.
4141. Redemption of stock. 12. Every such company may, by a vote of its stockholders, at any meeting called for that purpose, redeem the amount of the capital-stock; and in such cases, a certified copy of the vote shall, within thirty days thereafter, be filed in the office of the Recorder of the county in which the original articles of association were filed; and the same shall, in like manner, be recorded.
4142. Individual liability, 13. The stockholders of such company shall be individually liable, jointly and severally, for all debts due and ow. ing mariners, boatmen, laborers, and servants, for services rendered; and to other creditors of the company they shall be liable to an amount equal to the stock held by them respectively.
NOTES TO CHAPTER 40.
4131. Articles of association. When articles of association are required to give the residence of subscribers thereto, such residence is sufficiently stated by double comma under a place already stated; Steinmetz o. V. &0. T. Co., 57–457; Miller e. W. C. G. R. Co., 52–51.
4142. Individual liability. The liability of the member of the corporation, for the debts thereof, is not for the judgment against the corporation assigned. It is for the original debt as individuals and not as corporators; Trippe v. Huncheon, 82–311.