act it shall be the duty of the secretary of said company to file in the office of the secretary of the territory a list of the stockholders of said company, together with their names, and the number of shares by them respectively held; and from time to time whenever any of the stockholders of said company shall sell or dispose of the shares by them held, it shall be the duty of said secretary to give notice of the same to the secretary of the territory, and also the name or names of the person or persons to whom such shares shall have been sold, and the number of shares by such persons held, respectively. Sec. 2. That the stockholders of said company shall be held jointly and severally liable in their individual and natural capacity for all debts and liabilities heretofore contracted or incurred by said company, not only for the time when such stockholders shall be interested in said company, but for six months after they shall have disposed of their stock, and notice thereof shall be filed in the office of the secretary of the territory, as herein required. Sec. 3. That if the said company, after the passage of this act shall at any time for the space of ten days, fail or refuse, on demand made at their office during business hours, to redeem with gold or silver coin, the value of which is fixed by the laws of the United States, any check, certificate of deposite, or other evidence of debt that has been issued, or shill hereafter be issued by or on behalf of the said company, shall be deemed and taken as a forfeiture of the charter of the said company, and all franchises, powers and privileges conferred by its act of incorpora .tion. Sec. 4. The debts and liabilities of said company shall at no time exceed the amount of capital actually paid in; and should the debts or liabilities of said company at any time exceed that sum, it shall be considered a forfeiture of its charter, as provided in the second section of this act. Sec. 5. The secretary of said company shall, at the commencement of each annual session of the legislative assembly, lay before the same a statement of the situation, liabilities, and resources of said company, verified by the oath of said secretary; and the af fairs of said company shall be subject to examination by a committee of the legislative assembly. Sec. 6. This act shall take effect from its passage, and the said company are required, within two months of said time, to file with the secretary of the territory its assent and approval, under its corporate seal, of all the provisions of this act. (APPENDIX “B.") Communication of Alexander Mitchell, relating to the charter of the Wisconsin Marine and Fire Insurance Company. MADISON, 21st December, 1843. To the hon. the Legislative Assembly: I arrived at this place on Saturday evening last, and learned that the select committee appointed to examine into the affairs and situation of the Wisconsin Marine and Fire Insurance Company had recommended the repeal of its charter. By the resolution. appointing said committee, they were authorized to examine into the situation and method of doing business of said company, and to report what modification should be effected in its charter, which would more effectually protect the creditors of the institution. The company has been aware that, for some time past, fears have been entertained by many of the people of the territory unacquainted with the institution, as to its ultimate solvency, and a desire has been expressed that its charter should be so amended as to render them more secure in becoming its creditors. Knowing the firm ground upon which it stood, and that no state of affairs could possibly arise by which its credits could, in the most remote degree, ever sustain any loss, the company has regarded these fears as growing out of the evils arising from the depreciated currency with which the country was flooded within the last few years, and it trusted to time and the returning confidence of the people to do it justice. These fears, it is believed, have been strengthened by the previous action of the legislature, which has tended to embarrass the company in its operations, create unnecessary alarm in the minds of people at a distance, and, it may be, loss to some who are but ill able to bear it. The company has endeavored to remove and overcome these fears and prejudices by confining its operations to what, by its charter, it believed they were limited, and by so conducting its busi ness, that under no possible emergency could any possible loss fall upon a single creditor. It has at all times been willing and desirous to have its charter modified in such a manner as to give the most ample and satisfactory security for the payment of all its debts. Acting, as it has, with the utmost good faith towards the public, it has been willing to place at their disposal a greater degree of security than was ever before offered by any monied institution in the country. When the committee was appointed at the last session, it was hoped that some modification of its charter could be mutually agreed on, which would have satisfied the public mind, and have freed the company from the embarrassments and injuries attending a discussion of its powers and solvency at each session of the legislature. In this hope the committee was disappointed; in consequence of the absence of one of the members of the committee, no modifications were proposed or agreed upon. The company was not prepared to expect a recommendation for an unconditional repeal of its charter, and I need not occupy the time of the legislature in pointing out the injurious results which would flow from the adoption of that recommendation. To show the desire of the company to act in the utmost good faith to the public and the legislature, I submit here with certain modifications in its charter, which it is believed will remove all the objections which have heretofore existed against it. If security for its creditors be required, it is here offered. I offer these terms without consultation with the directors of the company, but should they be acceptable to the legislature, I have no doubt they would be readily assented to by the directors and stockholders, in the hope that as long as they confine themselves to their charter they would be left in the quiet enjoyment of all their rights and privileges. Standing alone, as I do here, but a secondary officer in the company, is would be my wish that any action affecting the company, should be deferred until I shall be enabled to confer with the president and directors. I do not desire this postponement for the purpose of embarrassing or preventing the action of the legislature, but that I may be able to protect the interests of the stockholders, and in the hope and belief that, after consultation with the directors, such terms and modifications of the charter may be agreed upon as will fer ever satisfy the public and the legislature. The business of the company requires my presence at Milwaukee, and it is of materi al consequence to its interests that I should return at as early a day as possible. I would, therefore, respectfully request that the resolution now before the house, and all further action in relation to the compa ny, may be postponed until the sixth day of January next-that being, I think, as early a day as I shall be able to return to this place. I trust I shall not be considered as having trespassed on the rights and duties of the legislature, in making this request, and whatever the determination may be as to the final disposition of the company, I believe that a due regard will be paid to its rights and interests, and that the same facilities will be afforded by the legislature for the proper adjustment of all matters, that have heretofore been afforded it by the company for the proper understanding of its situation and affairs. ALEXANDER MITCHELL, Secretary. (APPENDIX "C.”) (COPY.) HOUSE OF REPRESENTATIVES, ALEXANDER MITCHELL, Esq., Sec'y of the Wisconsin Marine and Fire Insurance Company: Dear Sir:-The committee on corporations of the house of representatives, to whom was referred Mr. Darling's resolutions and report, together with your communications, have agreed to the following interrogatories, to be propounded to you, and request your answer in writing at your earliest convenience, to wit: 1st. In addition to the stockholders becoming liable in their individual capacities to secure the public against the liabilities of the company, will the stockholders also give the territory good and sufficient securities to the full amount of the capital stock paid in? 2d. To what extent will the company consent to be limited, if any, in its deposite business? 3d. Do the certificatos of deposite issued by the company, cor respond in amount, with the sums deposited by any one individ ual at one and the same time? or does the institution issue sever al small certificates to make up the amount? if so, in any case, is it the common mode of doing business by the company? 4th. Is the deposite business, carried on by George Smith & Co. with the institution, a company operation, or does he do it exclusively on account of his own firm? 5th. Is any portion of the 115,000 dollars item, (mentioned in your statement,) in the hands of agents, made up of certificates of deposite? if so, to what amount? 6th. In preparing and issuing certificates of deposite, or evidences of debt, do you, or do you not, design them for circul tion? 7th. Do you personally know, or do you not, that their issues are in circulation in the community? 8th. Has the company, or has it not, any interest in the funds deposited with them by George Smith & Co. of Chicago? 9th. When money is loaned to individuals by the company, do the persons borrowing the same deposite it, and take therefor cer tificates of deposite? 10th. In what manner do the certificates of deposite obtain circulation? 11th. Are the certificates of deposite accounted "western funds?" 12th. When money is loaned by the company to individual borrowers, does the company charge, in addition to the lawful interest, any thing for the difference in exchange between eastern and western funds? 13th. Are the agents of the company engaged either in or out of the territory, in making advances on produce or merchandize! 14th. If so, in what funds are advances made? Whether certi ficates of deposite or otherwise? Respectfully your obedient servant, [Signed.] A. G. ELLIS. |