Chapter XLV. *to incorporate the Loomis Aerial Telegraph Company*
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/statutes-at-large/vol-17/chapter-xlv-1816904·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
CHAP. XLV.— An Act *to incorporate the Loomis Aerial Telegraph Company*. Jan. 21, 1873. *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled*, Loomis Aerial Telegraph Company incorporated. That Mahlou Loomis. Alexander Elliott, and William N. Chamberlain, of Washington city, District of Columbia, P. R. Ammidon, of Boston, Massachusetts, and Isaiah Lukens, of Delaware, and their associates and successors, are hereby incorporated and made a body politic and corporate by the name of the Loomis Aerial Powers:Telegraph Company, and by that name may sue and be sued, plead and be impleaded, in any court of law or equity of competent jurisdiction, and may have and use a common seal, and be entitled to use and exercise all the powers, rights, and privileges incident to such corporation: *Provided*, not to be exercised in any State except by consent of, &c.That the corporate powers created by this act shall not be exercised by said company within any State except by the consent of the legislature of such State, and under such rules and regulations as such State may prescribe.
Sec. 2. Capital stock.That said company may have a capital stock of two hundred thousand dollars, with the privilege of increasing the same to two millions of dollars, if the interest of the said company shall require it. Sec. 3. Objects of corporation.That the business and objects of said corporation shall be to develop and utilize the principles and powers of natural electricity, to be used in telegraphing, generating light, heat, and motive power, and otherwise make and operate any machinery run by electricity for any purpose.
Sec. 4. Directors.That there shall be five directors who shall be elected annually by the stockholders of said company at the annual meeting, to be designated by the stockholders at their first meeting to organize and elect Officers and term of service.directors of the company. The officers of the company shall be elected from and by the directors of the said company, and they shall serve one year and until their successors are elected and qualified. There shall be a president, vice-president, secretary, and treasurer; the treasurer shall Quorum.give such bonds as the board may determine; a majority of the board shall constitute a quorum for the transaction of business.
Sec. 5. By-laws, &c.That the board of directors shall have power to make and prescribe such by-laws, rules, and regulations as they shall deem needful and proper for the disposition and management of the affairs, funds, property, and effects of the corporation not contrary to the laws of the United States or any State in or through which said company may operate any of its interests, and they shall have power to amend or alter the same as the interests of the corporation may require.
Sec. 6. Act may be altered.That this act may at any time be altered, amended, or repealed by the Congress of the United States. Sec. 7. Shares of stock and how transferable.That the capital stock of said company shall he divided into shares of one hundred dollars each, and shall be deemed personal property, transferable in such manner as the by-laws of said company may direct. FORTY-SECOND CONGRESS. Sess. III. Ch. 46. 1873. 413 Sec. 8. That each stockholder of said company shall be individuallyStockholders individually liable only to the amount of their stock. liable for all debts and liabilities of said company to an amount equal to the amount of stock held by said stockholder, and no further.
Sec. 9. That there shall be an annual meeting of the stockholders forAnnual meeting and report. choice of directors, to be holden at such time and place and under such conditions and upon such notice as the said company in their by-laws may prescribe; and said directors shall annually make a report in writing of their doings, to the stockholders. Sec. 10. That within thirty days after the approval of this act, theBooks of subscription to stock to be opened. corporators named in the first section of this act, or a majority of them, or if any refuse or neglect to act, then a majority of the remainder, shall cause I woks of subscription to the capital stock of said company to be opened mid kept open in some convenient place in the city of Washington, from nine o’clock in the forenoon until three o’clock in the afternoon, for a period to be fixed by said corporators, not less than three days, unless the whole stock shall sooner be subscribed; and subscribers upon said books to the capital stock of said company shall be held to be Stockholders: *Provided*, That every subscriber shall pay at the time ofPayment of ten per cent of stock subscribing ten per centum of the amount by him subscribed to the treasurer appointed by the corporators.
And when the books of subscription to the capital stock of the said company shall be closed, the corporators named in the first section, or a majority of them, or in case any of them refuse or neglect, then a majority of the remainder, shall, within thirty days thereafter, call a first meeting of the stockholders of said companyFirst meeting of Stockholders.Votes. Proxy. to meet within twenty days thereafter for the choice of directors, and in all meetings of the stockholders each share shall entitle the holder to one vote, to be given in person or by proxy.
Approved, January 21, 1873.