Chapter XC. to incorporate a Fire Insurance Company in Georgetown, in the District of Columbia
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Chap. XC.— An Act to incorporate a Fire Insurance Company in Georgetown, in the District of Columbia. March 2, 1831. *Be it enacted, &c., * That the subscribers to this company, their Incorporation.successors and assigns, shall be, and they are hereby, created a body politic and corporate, by the name and style of the “Potomac Fire Insurance Company of Georgetown;” and shall by that name have succession, and shall be able to sue and be sued, implead and be impleaded, in all courts of law in the United States, and to make and use one common seal, and the same to alter and amend at their pleasure.
Sec. 2. Commissioners. *And be it further enacted, *That subscriptions be opened in Georgetown, in the district aforesaid, under the direction of Francis Dodge, Raphael Semmes, Walter Smith, John Kurtz, William S. Nicholls, L. G. Davidson, John Marbury, Joel Cruttenden, O. M. Linthicum, James Dunlop, William G. Ridgeley, Samuel Humphreys, and William Hayman, as Commissioners, or a majority of them, for raising a capital stock of two hundred thousand dollars, divided into eight thousand shares of twenty-five dollars each.
Sec. 3. Stock, how subscribed for, &c. *And be it further enacted, *That the said Commissioners after giving ten days’ previous notice of the time and place for receiving subscriptions of the said stock shall proceed to receive the same; and should the number of shares subscribed exceed the number of which the capital stock consists, then, and in such case, the said Commissioners are hereby authorized and directed so to apportion the shares subscribed among the several subscribers, by proportional reduction, as may reduce the whole to the aforesaid number of eight thousand shares.
Sec. 4. *And be it further enacted, *That, the sum of one dollar on TWENTY-FIRST CONGRESS. Sess. II. Ch. 90. 1831. 461 each share shall be paid to the Commissioners at the time of subscribing,Payments on stock. and a further sum of four dollars on each share of stock by instalments, after giving thirty days’ previous notice to the stockholders, in one or more newspapers printed in the District of Columbia, not exceeding two dollars on each share; and that the remainder of the said twenty-five dollars shall be secured by notes payable on demand, signed and endorsed to the satisfaction of the President and Directors.
The said notes shall be renewed whenever the directors may consider it proper; but the directors are hereby required to cause the same to be renewed at least once in every twelve months; and every stockholderForfeitures. neglecting or refusing to renew his note, or neglecting or refusing to pay any instalment, when required by the President and Directors so to do, shall forfeit all his interest in this company, and be held liable for his proportion of any loss which may have occurred previous to such neglect or refusal.
Sec. 5. *And be it further enacted, *That, should any forfeiture beRemission of forfeiture. incurred by any member of this institution, the same may be annulled, remitted, and made void by a majority of the whole board of directors present at the meeting at which the motion for such remission shall be made: *Provided,* That no remittance of any forfeiture under this actProviso. shall take place without the payment of the principal of said instalment, and interest thereon, or the renewal of his note, as required by the directors, as also the payment of his proportion of such loss as may have occurred previous to such forfeiture.
Sec. 6. *And be it further enacted, *That, as soon as two thousandDirectors. shares shall be subscribed for, the Commissioners hereby authorized to receive subscriptions shall call a meeting of the subscribers, after giving ten days’ notice in one or more of the newspapers printed in the District of Columbia; and the subscribers who shall assemble in consequence of such notice, or appear by proxy, shall choose by ballot from among the stockholders, by a majority of votes, twelve directors, who shall continne in office until the first Monday in August, in the year one thousand eight hundred and thirty-one; on which Monday in August, in every succeeding year thereafter, an election shall be held for twelve directors as aforesaid, who shall continue in office for one year from the time of their election, and until others be chosen in their stead: and the said directors, at their first meeting, shall choose fromPresident. among themselves, or from the stockholders at large, a president, and allow him a reasonable compensation for his services; and, in case of death, removal, resignation, or other disqualification of the president or any of the directors, the remaining directors may elect others to supply their places during the remainder of the term for which they were chosen.
Sec. 7. *And be it further enacted, *That every subscriber shall beVotes. entitled to vote by himself, his agent or proxy, appointed under his hand and seal, attested by two witnesses, at all elections made by virtue of this act; and shall have as many votes as he holds shares, as far as ten shares; one vote for every five shares which he may hold over ten shares as far as fifty other shares; and one vote for every twenty shares which he may hold over sixty shares. Sec. 8. *And be it further enacted, *That, the affairs of this institutionPowers of president and directors. shall be conducted by the president and directors elected as aforesaid; that the president shall preside at all meetings of the directors, and, in case of absence, his place may be supplied by one of the directors, appointed by the board; that the president and directors shall have power and authority to make all kinds of insurances against loss or damage by fire, and insurances on inland transportation of goods, wares, merchandise, and country produce, not exceeding ten thousand dollars in any one policy, and to invest the funds of the institution in 462 TWENTY-FIRST CONGRESS.
Sess. II. Ch. 90. 1831. stock, or dispose of the same in such manner as in their judgment may be most advantageous to the said institution; that they shall have full power and authority to appoint a secretary, and such other clerks and servants under them as shall be necessary for transacting the business of the said institution, and may allow them such salary as they shall judge reasonable; to ordain and establish such by-laws, ordinances, and regulations, as shall appear to them necessary for regulating and conducting the concerns of the said institution, not being contrary to, or inconsistent with, this act, or the laws and constitution of the United States; that the said president and directors shall conduct business in Georgetown, that they shall keep full, fair, and correct entries of their transactions, which shall be at all times open to the inspection of the stockholders; they shall also have power to hire or purchase a suitable building or buildings in Georgetown, for the purpose of transacting the affairs of the institution; that the president, or such other person as may be appointed in his place, and four directors, shall form a quorum for transacting business, and all questions which may come before them shall be decided by a plurality of votes.
Sec. 9. Policies. *And be it further enacted, *That, all policies of insurance made by this corporation shall be signed by the President, attested by the Secretary, and sealed with the common seal thereof; and all losses on any such policy or policies shall be adjusted by the president and board of directors, and paid, agreeably to the terms of the policy, out of the funds of the company. Sec. 10. Dividends. *And be it further enacted, *That, dividends of the nett profits arising on the capital stock, or so much thereof as to them may appear advisable, after reserving one-third of the nett profits as a surplus fund, until it shall amount to the sum of twenty thousand dollars, shall be made at such periods as the president and directors may judge proper, not oftener than once in six months, and the same shall be paid to the stockholders or their legal representatives; but if a dividend shall at any time be declared of a greater amount than the nett profits of the said company at the time of making the same, each and every director that consented thereto, shall, and is hereby declared to be liable for, in his individual capacity, and bound to contribute to make good the deficiency in the capital stock occasioned by such improper dividend.
Sec. 11. Liability of stockholders. *And be it further enacted, *That, no stockholder shall be answerable, in his person or individual property, for any contract or agreement of said company, or for any losses, deficiencies, or failures, of the capital stock of said institution, except in the case of a director declaring an improper dividend, as before provided for in the tenth section of this act; but the whole of the said capital stock, together with all property, rights, and credits, belonging thereunto, and nothing more, shall at any time be answerable for the demands against the said company.
Sec. 12. Legal nature of stock. *And be it further enacted, *That, the stock of this institution is hereby declared personal and not real estate, and may be assigned and transferred on the books of the company, in person or by power of attorney only; but no stockholder indebted to the company shall be permitted to make a transfer, or receive a dividend, until such debt is paid or secured to the satisfaction of the president and board of directors. Sec. 13. Limitation. *And be it further enacted, *That this act shall be and continue in force until the first day of December, in the year one thousand eight hundred and fifty, and until the end of the next session of Congress which shall happen thereafter; and on the dissolution or expiration of this charter, the president and directors for the time being shall take prompt and effectual measures for closing all its concerns; but no such dissolution or expiration shall operate so as to prevent any suits to be brought or continued by or against the said corporation, for any debt or TWENTY-FIRST CONGRESS.
Sess. II. Ch. 93, 94, 95, 96, 100. 1831. 463 claim due by or to, the same, and which arose previously to said dissolution or expiration; but for the purpose of closing its concerns, its corporate powers shall remain unimpaired. Approved, March 2, 1831.