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Special meeting

ble.

the first day of April for the choice of directors as aforesaid upon a like notice to be given by the directors for the time being. At every such election and at every other meeting of said stockholders for whatever purpose called, each share of stock shall be entitled Who by voto. to one vole, and a majority of votes shall be necessary to determine any question. At every such meeting the said stockholders may vote in person or by proxy'duly authorized for that purpose, and in case it shall happen at any time that an election shall not be had when pursuant to this act it ought to be had, the said corporation Corporation

when not be dioshall not for that cause be dissolved; but it shall be lawful to hold solved. such election at any time thereafter pursuant to public notice to be given in manner aforesaid. Special meetings of said com- how called. pany may be called at any time by the board of directors upon giving thirty days notice thereof, specifying the purpose of such meeting.

Séc. 10. The stock of said company shall be transferrable and stock transfertaassignable in such manner as the director's shall prescribe, but no transfer shall be valid and effectual until the same shall be registered upon the books of the company, nor until the person making the same shall have previously discharged all debts due by him to said company.

Sec. 11. The owner or owners of property on the east side Water power of the Milwaukee river, whereon said dam shall be located, shall ws

when may be have the equal privilege of using the water power created by said on east side of dam, upon paying to said company one half of the costs and charges of erecting said dam and lock. Sec. 12. The business of said company shall be managed by a Business to be

managed by 9 board of nine directors who shall be stockholders, and shall be directors. elected by ballot on the day hereinbefore prescribed, which directors shall elect one of their number to be President, and shall Term of directrespectively serve one year and until others shall be chosen ; the said directors, shall exhibit to the stockholders at their annual Shall exhibit meeting aforesaid, a complete statement of the affairs and pro- nual meetings

and make divi. ceedings of the company for such year, and shall make dividends dends. of so much of the profits as they shall deem advisable for the interests of the company. Sec. 13. The said directors shall meet at such times and places Duties and pow.

ers of directors. and be convened in such manner as they shall hereafter decide ; five directors shall be a quorum for the transaction of business, and in the absence of the president, they may appoint a president pro. tem.; the said directors may appoint a secretary, treasurer, and such other officers as they shall deem expedient, shall define their duties, fix their compensation and may demand adequate security

used by persons

river.

ors.

statement at an.

ble for their debts.

ing execution and sale thereon.

for the performance of their respective trusts. They shall have full power to decide the time, manner and proportion in which the stockholders shall pay the money due on their respective shares, and to forfeit to the use of the company the share or shares of every person failing to pay any instalment so required at a reasonable period, not less than thirty days after the time by them appointed for the payment thereof; they shall have power to order and superintend all receipts, disbursements and other proceedings of said company under the power granted in this act of incorporation, and to make such by-laws, rules and regulations, as they shall deem needful and propér, touching all such matters as appertain to the business and

concerns of said company. Property of in. Sec. 14. The property of any individual member of said corpo dividuals vested in company lia..

ration vested in said corporate funds shall be liable in the same manner as other personal property is liable by the laws of this

Territory to the payment and satisfaction of his debts to any bonaManner of levy

fide creditor; and when any execution shall issue against the property of a member and the creditor is desirous that the same should be levied upon the property of such debtor, in the corporate funds, the officer to whom such execution shall be directed, shall levy the same by leaving with the president or secretary of said corporation an attested copy of such execution and a written notice that the said execution is levied upon the property of said debtor in the corporate funds; and such property thus levied upon shall be sold in the same manner as is provided for the sale of personal property taken in execution ; Provided, that no property in said corporate funds shall be thus sold until the debts due the said corporation by such debtor shall be first fully paid and discharged, and upon any execution being levied upon any share or shares in said corpotion, it shall be the duty of the president of said corporation to furnish the officer serving the same, with a certificate under his hand, in his official capacity, stating the number of shares the debtor or debtors hold, in said corporation, the amount of dividends thereon due, and the debts (if any) due to said corporation by said debtor or debtors.

Sec. 15. None of the powers and privileges herein contained Company not to shall be construed to supersede or interfere with the powers and Rock River Ca- privileges of an act entitled an act to incorporate the Milwaukee nal Company.

and Rock River canal companý approved January 5, 1838.

Sec. 16. The company shall expend two thousand dollars in

the construction of said dam within two years and shall within furfeited.

five years from the passage of this act complete the dam and lock so as to permit boats, vessels and other water craft to pass through

Proviso.

Charter when

ture.

said dam, and a failure in this shall be a forfeiture of th civueges of this charter.

Sec. 17. It shall be in the power of the Legislature of the Powers reserved Territory or future State of Wisconsin, so to alter or amend this by the Legisla act as to provide for the improvement of the navigation of said Milwaukee river in such manner as the Legislature may deem expedient. Sec. 18. The Milwaukee river is hereby declared to be a public Milwaukee river

a public highway highway and forever free for the passage of boats, barges, canoes, rafts and other water-crast, capable of navigating said river as high up as town twelve in range twenty-one east.

Sec. 19. This act to be in force from and after its passage, and Duration of continue in force for the term of fifty years, unless sooner annulled charter. or repealed, and shall not be construed as granting any banking privileges.

Approved, March 11th, 1839.

NO. 58.

AN ACT to incorporate the Mississippi Marine and Fire Insurance Company.

SECTION 1. Be it enacted by the Council and House of Representatives as follows:

There shall be and is hereby established in the town of Sinipee, in Grant county, an insurance company with a capital stock of one Capital stock. hundred thousand dollars, with the privilege of increasing the capital stock in the manner to be prescribed by the directors, to three hundred thousand dollars, to be divided into shares of one hundred dollars each, to be paid for by individuals, companies, or corporations, in manner hereafter specified, which stockholders and subscribers, and their successors, shall be, and are hereby created a body politic and corporate, with perpetual succession by the name and style of the “Mississippi Marine and Fire Insurance Company” Duration, stylo for the period of thirty years from and after the passage of this act; the corporation: and by that name shall be competent to contract and be contracted with, to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended in all courts and places and in all matters whatsoever, with full power and authority to acquire, hold, use, possess, occupy and enjoy, and the same to convey, sell and dispose of all such real estate as may be necessary and convenient for the transaction of its business, or

insured.

which may be conveyed to said company for the security, or in payment of any debt which may become due, and owing to the same, or in satisfaction of any judgment of any court of law, or any order or decree of any court of equity in their favor ; and may have and use a common seal, and the same alter and change at pleasure ; and may also make, ordain and establish and put in execution such by-laws, ordinances, rules and regulations, as shall be proper and necessary for the good government of said company, and the prudent and efficient management of its affairs; Provided, That no by-laws, ordinances, rules or regulations of said company, shall be

contrary to the laws and constitution of the United States. What may be

Sec. 2. Said company shall have power and authority to insure all kinds of property against loss or damage by fire, or any other cause or risk, to make all kinds of insurance against loss or damage on goods, merchandize and produce in the course of transportation, or otherwise; whether on land or on the water, and any vessels or boats wherever they may be ; to make all kinds of insurance upon life or lives; to lend money on bottomry or respondentia ; to cause themselves to be insured against any risk or loss they may have incurred in the course of their business, and against any maratime or other risk upon the interest they may have in any vessel, boat, goods, merchandize, or other property, by means of any loan or loans

which they may make on mortgage, bottomry and respondentia. May loan money.

Sec. 3. Said company may loan money to individuals, companies or corporations, whenever the business of the company may justify it, at an interest not to exceed ten per centum per annum, and take such security as the directors thereof shall deem prudent and safe for the interest and safety of the company.

Sec. 4. It shall be sufficient service of process on the compạny Process how served on the hereby created, to serve the writ or notice on the president or a

majority of the directors for the time being, and such service, shall authorize judgments in the same manner that judgments are taken against private individuals.

Sec. 5 The real and personal estate, business, property and concerns of said company, and the administration of its affairs, shall

be under the management, direction and control of a board of seven managed by 7 directors, who shall be stockholders, and citizens of the Territory

of Wisconsin, and after the first election, they shall be elected by Directors how the stockholders on the first Monday of September, annually, at such

place in the Territory of Wisconsin, as said directors for the time

being shall direct. They shall hold their offices for the term of one Term of office. year, and until their successors shall be chosen ; and notice of such Notice of election Election shall be published at least thirty days next preceding the

company.

Business to be

directors.

and when to be olected.

No stockholder

elected

same, in one or more newspapers ; such election shall be dy ballot, Election how

conducted and under the inspection of three stockholders who are not directors at the time, to be previously appointed by the board of directors for that purpose ; and at every such election, and all other meetings of the stockholders, held under the provisions of this act, each shall be entitled to ope vote for such share by them subscribed; Provided, That no stockholder shall be entitled at any time, to more than no twenty five votes, and any stockholder not personally attending to be entitled to

more than 25 such election or other regular meeting of the stockholders, may vote votes. by proxy, such proxy being made in writing to a stockholder present at such meeting; and in case it shall so happen, that there shall be no election on any day when by this açt it should be made, it shall and may be lawful for said company to make an election for directors on any other day, in such manner as may be provided for by the by-laws and ordinances of said corporation.

Sec. 6. The directors chosen under the provisions of this act, shallas soon as may be, after the first and every annual election, elect from their own body a president, who shall preside in the President how board until the next annual \election, and in case of his death, resignation or absence, the board shall appoint a president, pro tempore. They shall fill all vacancies that may occur in their own body, during the time for which they were elected, and shall

** General powers appoint a Secretary and all suhordinate officers, clerks, agents and of directors. servants, fix the compensation of the president and other efficers, define their powers and prescribe their duties, who shall hold their offices, during the pleasure of the board, under such regulations and restrictions as the directors shall prescribe. They shall make such by-laws, rules and regulations, for their own government and the management and disposition of the stock, property, funds, and business of said company, as shall be needful and proper. They shall hold stated meetings agreeably to their own regulations, and at such times as the president for the time being shall direct; a majority of the whole number of directors shall constitute a quorum and be competent to transact business; all questions before the board shall be decided viva voce, by a majority of the directors present, any two of whom may request the yeas and nays to be taken on any proposition submitted, and entered into the journal of their proceedings. They shall at least twice in each year,' make and declare such dividends of the profits resulting from their business as shall not impair or lessen the capital stock of said company, and cause the same to be paid to the stockholders, Provided, that no such dividend shall be paid on any stock (which]

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