Chapter 176.
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CHAP. 176.— An act to incorporate the Maritime Canal Company of Nicaragua.February 20, 1889. Preamble.Whereas to facilitate commercial intercourse by water between the Atlantic and the Pacific States as well as with foreign nations, it is deemed desirable for the public interest of the United States that a ship-canal be constructed between the Atlantic and Pacific Oceans, on what is known as the Nicaragua route: Therefore, *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled*,Maritime Canal company of Nicaragua Incorporated.
Incorporators. That Frederick Billings, Charles P. Daly. Daniel Ammen. Francis A. Stout, Horace L. Hotchkiss, Edward F. Beale, Hiram Hitchcock, C. Ridgeley Goodwin, A. C. Cheney, J. F. O’Shaughnessy, H. C. Taylor, J. W. Miller. A. S. Crowninshield. A. G. Menocal, Charles H. Stebbins. T. Harrison Garrett. Jules Aldige. R. A. Lancaster. Alfred E. Mills. Gustav E. Kissell, Horace Fairbanks, George H. Robinson, Alfred B. Darling, Joseph E. McDonald. James Roosevelt, Christian Devries.
Frederick F. Thompson. Henry A. Parr, and such other persons as may be associated with them and their successors are hereby constituted and created a body corporate and politic in deed and in law, by the name, style and title of “The Maritime Canal Company of Nicaragua,” for the construction, equipment, management, and operationTo construct a canal from Atlantic to Pacific Ocean. of a ship-canal from the Atlantic to the Pacific Ocean either entirely through the territory of the Republic of Nicaragua or through Nicaragua and in part through the territory of the Republic of Costa Rica with such collateral, connecting, or cross canals as may be necessary to connect therewith, and to exercise such other powers as have been conferred by the Government of Nicaragua by the concession of that Republic to the Nicaragua Canal Association, through Mr.
A. G. Menocal, its representative, and dated the twenty-third day of March, anno Domini eighteen hundred and eighty-seven, and finally approved by the legislative and executive authority of the Re public on the twentieth, twenty-third, and twenty-fourth days of April, anno Domini eighteen hundred and eighty-seven, and such powers as the Republic of Costa Rica may confer of the same kind as those named in said concession: and the said Maritime CanalCorporate powers etc. Company of Nicaragua, by that name shall have perpetual succession; may sue and be sued, plead and be impleaded, defend and be defended in all courts of law and equity within the United States; may make and have a common seal; and shall have and possess the rights, powers, and privileges usually possessed by similar companies.
It may receive, purchase, hold, and convey such real and personal estate, property, and rights of property, or concessionary rights as may be necessary to carry into effect the purposes of this act; may issue stock to the amount of the just value ofIssuing stock. such estate, property and rights and for work and labor done or 674 materials provided in the execution of the work of constructing said ship-canal; and the stock issued for these purposes shall be deemed paid up stock and shall not be liable to any further calls or assessments: may do all lawful things to secure the full enjoyment of the powers, privileges, rights, benefits, and grants contained in any canal concession so made by the Republic of Nicaragua or to be made by the Republic of Costa Rica, as aforesaid: and to aid in the construction of said canal and to carry out the purposes of this act the said Maritime Canal Company of Nicaragua is hereby authorized Bonds.to issue its bonds, and to secure the same by mortgage on its property and rights of property of all kinds and descriptions real, personal, Principal office to be in New York.and mixed, including its franchise to be a corporation.
The principal office of said corporation shall be in the city of New York, and all legal process may be served upon the person who may at the time be in charge of said office or upon the attorney of said company, whose name and address shall be certified by the president of the company: and such certificate shall be filed in the office of the *Proviso*.Secretary of State of the United States: *Provided, however*, That nothing in this act contained shall be so construed as to commit the No pecuniary liability of the Government.United States to any pecuniary liability whatever for or on account of said company, nor shall the United States be held in any wise liable or responsible in any form or by any implication, for any debt or liability, in any form which said company may incur, nor be held as guaranteeing any engagement or contract of said company, or as having assumed, by virtue of this act, any responsibility for the acts or proceedings of said company in any foreign country, or contracts or engagements entered into, in the United States.
Sec. 2. Capital stock. That the capital stock of said company shall consist of not less than one million shares of one hundred dollars each, with the right to increase the capital stock to two million shares of one hundred dollars each, upon the vote of two-thirds of the stock of said company at any time outstanding, which shares shall in all respects be deemed personal property and shall be transferable in such manner as the by-laws of said corporation may provide. Five incorporators. who shall be chosen by a majority of the number from those Opening subscript ion booksnamed in this act, shall have power to open books of subscription to the capital stock of said company in the city of New York, and at such other places in the United States.
Nicaragua, or elsewhere, as they may designate, who shall receive all subscriptions for stock; and no stock shall be transferable except upon the books of the Public notice.company provided for that purpose. The said incorporators shall give thirty days’ notice of the time and place of the opening of said books, by publication in one daily newspaper in New York City, and one newspaper in Managua. Nicaragua, and one in San Jose Costa Rica, if the said canal should be in part in the territory of that Republic.
Sixty days’ previous notice shall be given of the payment required of the time and place of payment by publication in one daily newspaper in the city of New York and in one newspaper in Managua. Nicaragua, and one in San Jose, Costa Rica, if the said canal should be in part in the territory of that Republic: and in case any stockholder shall neglect or refuse to pay. in pursuance of such notice, the stock held by him may be sold to the highest bidder for cash, according to the regulations to lie made therefor in the by-laws of said company.
The directors hereinafter provided for may By-laws, etc.adopt regulations and by-laws not inconsistent with the provisions of this act. All shares, stocks, bonds, certificates, or other securities which the company may issue to raise the corporate capital shall be executed and issued at the principal office in the city of New York. Sec. 3. Certificates not to be issued until ten per cent, paid in. That no certificates for stock, except as otherwise provided in this act. shall be issued till at least ten per cent um of the par value thereof shall be fully paid for, in money, and such money deposited 675 in the treasury of said company: and there shall be at least one million dollars in money paid on such subscriptions into the treasury of said company within one year from the passage of this act; and said company is hereby prohibited from returning or repaying any part of the money so paid.
No part of the capital stock paid in shall be at any time withdrawn or returned to the stockholders or in any manner diverted from the proper uses of the corporation. Any violation of the provisions of this section shall subject this charter to forfeiture. Sec. 4. That the affairs of the said company shall be managed byBoard of directors. a board of directors, fifteen in number, who shall hold their office for three years and until their successors are duly chosen and qualified. and a majority of whom shall be citizens and residents of the United States.
At the first election five shall be chosen by the stockholders for one year, five for two years, and five for three years, and at each annual election thereafter five shall be chosen by the stockholders for three years. The said board shall elect from its numberPresident. a president who shall be a citizen and resident of the United States, and one or more vice-presidents of the company, who shall also be citizens and residents of the United States, who shall hold office for such terms as the by-laws of said board may provide and until their successors are duly elected and shall have qualified.
Sec. 5. That for the management and disposition of the stock,Directors to make by-laws, etc. property, estate, and effects of the said company the board of directors may make such by-laws, rules, and regulation as may conform to the authority granted in such canal concession or concessions, and not be inconsistent with this act or the laws of the United States or the existing treaty stipulations of the United States with the Government of Nicaragua or of Costa Rica, if the said canal should be in part in the territory of that Republic: and may fix the time for election of directors, and in case of vacancy in said board, caused by death, resignation, or otherwise, may fill the same.
No person shallDirectors to be stockholders. be a director who is not a stockholder, and any one ceasing to be a stockholder shall cease to be a director. All meetings of stockholdersMeetings to be in New York City. shall be held at the office of the company in the city of New York, and at least one such meeting shall be held in each year; but failure to elect directors on the day appointed by said by-laws shall not be deemed to dissolve said company, but such election may be holden on any day appointed thereafter by the directors first giving thirty days’ notice thereof, in manner aforesaid.
The directors, of whom eight, including the president, shall be a quorum, shall have full power touching the election or appointment of all officers of the company. and said officers shall hold office at the will and pleasure of said board. Sec. 6. Said company shall make a report on the first Monday ofReports. December in each year, to the Secretary of the Interior, which shall be duly verified on oath by the President and Secretary thereof giving such detailed statement of its affairs, and of its assets and liabilities, as may be required by the Secretary of the Interior, and any wilfully false statement so made shall be deemed perjury and punishable as such.
And it shall be the duty of the Secretary of the Interior to require such annual statement and to prescribe the form thereof and the particulars to be given thereby. Sec. 7. Nothing in this act contained shall be deemed or construedTreaty rights not impaired. to in any wise restrict or impair any right of the United States under any treaty in force with the Republic of Nicaragua. Sec. 8. That Congress shall at all times have the power to alter,Amendment, etc. amend, or repeal this act. when in its judgment the public good may so require.
This act shall expire and be of no force or effect at the end of three years unless the construction of said canal shall beCommencement and prosecution. commenced and prosecuted in good faith within that time. Approved, February 20, 1889.