Chapter LVI. to incorporate the Washington, Alexandria, and George Town Steam Packet Company
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Chap. LVI.— An Act to incorporate the Washington, Alexandria, and George Town Steam Packet Company. March 3, 1829. *Be it enacted, &c., * That from and after the passing of this act, all Members of the limited partnership made a body corporate, &c.those persons who have already associated and formed, or may hereafter join, a company or limited partnership, under the name and title of the Washington, Alexandria, and Baltimore Steam Packet Company, and their successors, shall be, and they are hereby, incorporated, and made a body corporate, and politic, by the name and style of the Washington, Alexandria, and George Town Steam Packet Company; and, as such, shall continue until the first day of January, one thousand eight hundredPrivileges. and forty-nine; and by that name may sue and be sued, implead and be impleaded, answer and be answered, defend and be defended, in courts of records, and any other place whatsoever; and by that name may have and hold, purchase, receive, possess, enjoy, and retain, lands, rents, tenements, hereditaments, goods, chattels, and effects, of what nature, kind or quality, soever, necessary for the objects of this incorporation; and the same may sell, grant, demise, alien, and dispose of; and by that name shall have, during the continuance of this act, succession; and may make, have, and use a common seal, and the same may break, alter, and renew, at pleasure; and shall have power to ordain, establish, and put in execution, such by-laws, ordinances, and regulations, as shall seem necessary and convenient for the government of the said corporation, not being contrary to law, nor the Constitution thereof; and, generally, to do and to execute all acts, necessary or proper for the objects of said incorporation, subject to the rules, regulations, restrictions, limitations, and provisions, herein described and declared.
Sec. 2. Capital. *And be it further enacted, *That the capital stock of the said Company shall consist of not exceeding seventy-five thousand dollars, money of the United States, to be divided into shares of one hundred dollars each. Sec. 3. President and directors. *And be it further enacted, *That the affairs of the said Company shall be conducted by four Directors and a President, whose place, if chosen from among their number, shall be supplied by that body. Quorum.Two of the Directors, with the President, shall form a board or quorum, for transacting all the business of the Company.
In case of the Absence of the President.sickness of the President, or his necessary absence, his place may be supplied by any Director, whom he, by writing, under his hand, may nominate for that purpose; or, in case of his not making such nomination, the Board may appoint a President to act during his sickness or absence. The President and Directors, who may be in office at the TWENTIETH CONGRESS. Sess. II. Ch. 56. 1829. 399 time of the passage of this act, shall continue in office under and by virtue of this act of incorporation, until others shall be duly chosen in their stead.
No person shall be a Director or President, who is not aQualification of Directors and President. stockholder; and a Director ceasing to be a stockholder, shall cease to be a Director. Every stockholder shall be entitled to vote by himself, his agent, or proxy, appointed under his hand and seal, at all elections, in virtue of this act; and shall have as many votes as he shall have shares. Sec. 4. *And be it further enacted, *That a general meeting of stockholdersMeetings. of the said Company shall be holden on the first Monday of January next, after the passing of this act, and on the first Monday of January in every year thereafter, at such place within the District of Columbia as the President and Directors shall appoint, by giving two weeks notice in one or more of the newspapers of the District, for the purpose of electing Directors for the ensuing year; who shall meetElection of Directors.Of President. speedily after their election, and choose a President; and the President and Directors, for the time being, shall continue in office until others shall be duly elected in their places, and be organized, by the assembling of a quorum, and the choice of a President.
At all elections, theRules of elections. persons having the greatest number of votes shall be deemed to be chosen : all elections shall be held under the superintendence of the President of the Company, for the time being, and four Stockholders, not being, at the time, Directors, appointed by the Board of Directors, any three of whom shall be the judges thereof; and who shall immediately thereafter notify the persons elected, and make a return thereof to the Directors, at their first meeting; should two or more persons have the same number of votes, the other individuals elected Directors shall determine, by ballot, from among said persons, who shall be the Director or Directors.
All elections shall be opened at ten o’clock in the forenoon, and close at three in the afternoon. Sec. 5. *And be it further enacted, *That the President and DirectorsPowers of the President and Directors. shall have full power to make, revise, alter, and annul, all such rules, orders, by-laws, and regulations, for the government of the said Corporation, and that of its officers, servants, and affairs, as they shall, from time to time, think expedient; and to use, employ, and dispose of the funds and property of the said Company, for the interest and benefit of the stockholders, and agreeably to the objects of the said incorporation.
Sec. 6. *And be it further enacted, *That the books, correspondence,Transactions of comp’y open to Directors. and papers, of the Company, shall, at all times, be subject to the inspection of the Directors. Sec. 7. *And be it further enacted, *That the President and DirectorsAppointment and compensation of officers, &c. shall have power to appoint all officers or servants requisite for executing the business of the said Company, and to establish the compensation to be made to the President and to the other officers or servants of the said Company, respectively; but no compensation shall be given to a Director, for his services, except by a vote of the stockholders, in a general meeting.
Sec. 8. *And be it further enacted, *That the President and DirectorsPower to call general meeting. shall have power to call a general meeting of the stockholders, for the purposes concerning the interests of the Company, giving at least two weeks notice in one or more newspapers of the District. Sec. 9. *And be it further enacted, *That the shares of the capitalTransfer of shares. stock, at any time owned by any individual stockholder, shall be transferable only on the books of the Company, according to such rules as may, conformably to law, be established in that behalf, by the President and Directors; but all debts actually due to the Company by a stockholder, requesting a transfer, must be satisfied before such transfer shall be made. 400 TWENTIETH CONGRESS.
Sess. II. Ch. 58, 59, 60. 1829. Sec. 10. Dividends to be declared half-yearly. *And be it further enacted, *That the dividends of the profits of the Company, or so much of said profits as shall be deemed expedient and proper, shall be declared half yearly, in the second week in January and July, in each year; the amount of said dividend to be, Not to exceed nett profits.from time to time, determined by the President and Directors, and in no case to exceed the amount of the nett profits actually acquired by the Company, so that the capital stock of said Company shall never be impaired by dividends.
Sec. 11. Consequences of declaring a greater dividend. *And be it further enacted, *That, if the said Directors shall, at any time wilfully and knowingly, make or declare any dividend which shall impair the said capital stock, all the Directors present at the making or declaring of said dividend, and consenting thereto, shall be liable, in their individual capacities, to the Company, for the amount or proportion of said capital stock, so divided by the said Directors; and each Director who shall be present at the making or declaring of such dividend, shall be deemed to have consented thereto, unless he shall immediately enter, in writing, his dissent, on the minutes of the proceedings of the Board.
Sec. 12. Vacancies. *And be it further enacted, *That if any vacancy shall, at any time, happen among the Directors, by death, resignation, or otherwise, the rest of the Directors, for the time being, shall elect a Director to fill the vacancy. Sec. 13. Failure of election. *And be it further enacted, *That in case it should, at any time, happen that an election of Directors should not be made on any day when pursuant to this act it ought to have been made, the said Corporation shall not, for that cause, be deemed to be dissolved; but it shall be lawful, on any other day, to hold and make an election of Directors at a meeting to be called in such manner as shall be prescribed by the laws and ordinances of said Corporation.
Approved, March 3, 1829.