VIII. And be it further enacted, That this Act shall be taken and deemed A. D. 1847 as a public act in all Courts of Justice and shall continue in force for three years, and until the end of the next session of the Legislature thereafter. In the Senate House, the seventeenth day of December, in the year of our Lord one R. F. W. ALLSTON, President of the Senate, pro. tem. Term of Char ter. AN ACT TO DEFINE THE TERMS UPON WHICH MANUFACTURING COMPANIES No. 3028. SHALL HEREAFTER BE INCORPORATED. I. Be it enacted, by the Senate and House of Representatives, now met and sitting in General Assembly, and by the authority of the same, That all Manufacturing Companies which shall hereafter be incorporated in this State, shall have all the powers and privileges, and be subject to all the duties, liabilities, and other provisions contained in this Act; unless the said eorporation be specially exempted therefrom by their respective charters. II. Books for subscriptions to the stocks of such Companies hereafter to be Book to be opened incorporated, shall be opened by such Commissioners, and in such manner as their respective charters may appoint. The Commissioners shall proceed in such manner, and discharge such duties as shall be specified for the purpose of receiving subscriptions, disposing of the first payments made therein, reducing shares subscribed for in case of over subscription, and taking other measures for the formation of the Company. As soon as the requisite number of shares shall be subscribed for, the Company shall be considered as formed, the Act of Incorporation shall attach and become effectual, and the Company shall proceed to complete its organization. To this end the Commissioners shall appoint a convenient time and place for the meeting of the subscribers, and give to them at least a fortnight's notice either by writing, or by public advertisement in some Gazette in the District where such corporation is to be located. At this meeting the Stockholders may proceed to elect such President, Directors and Election of Offiofficers as they may deem necessary for conducting the affairs of the Company; and such directors or their successors shall have power to dispose of any remainder of stock which may not have been subscribed for. cers. A. D. 1847. ital Steck to be paid in. III. The said Corporations shall not go into operation until one half of the One half of Cap- capital stock required by their respective charters shall be paid in gold or silver, or the notes of specie paying Banks of this State, and an oath or affirmation to that effect shall have been made by the President, Treasurer, and a majority of the board of Directors which shall be recorded in the Secretary of State's office for that division of the State in which such corporation shall be located, and published in at least two respectable newspapers in the State, one as near the establishment as circumstances will admit, the other in the city of Charleston: the oath or affirmation required as above, shall be repeated after the payment of each instalment, until the whole capital shall have been paid in Members liable. Debts not to exceed amount of Capital. No part of Cap ital to be used for Banking Powers. Privileges. IV. The members of such corporation shall be liable jointly and severally for all debts and contracts made by such corporation, until the whole amount of capital stock shall have been actually paid in, and no note, bond or obligation given by any stockholder, whether secured by a pledge of the stock in such corporation, or in any other manner, shall be considered as payment of any part of the capital stock. V. The total amount of debts which such corporations shall at any time ow shall not exceed the amount of its capital stock actually paid in, and in case of excess the Directors, in whose administration it shall happen, shall be jointly and severally liable for the same in their natural capacities, as well to the contractors of the other part as to the Corporation; such of the Directors as may have been absent when the said excess was contracted or created, or who may have voted against such contract or agreement and caused his vote to be recorded in the minutes of the board, may respectively prevent such liability from attaching to themselves by forthwith giving notice of the fact to a general meeting of the Stockholders, which they are hereby authorized to call for that purpose. VI. No part of the capital stock or any of the funds of such Corporation shall at any time during the continuance of their charters be used or employed, directly or indirectly, in Banking operations, or for any purpose whatsoever in-consistent with this Act or their respective charters. VII Such Corporations shall have power to purchase and hold such real estate as may be required for their purposes, or such as they may be obliged or may deem for their interest to take in the settlement of any debts due them and they may dispose of the same: to sue and be sued in all courts of law and equity, to have and use a common seal, to elect, in such manner as they may determine to be proper, all necessary officers, and fix their duties, to make bye-laws and regulations, consistent with the constitution and laws of this State for their own government and for the due and orderly conducting of their affairs, and the management of their property. A. D. 1847. VIII. The business of every such Corporation shall be managed and con- Officers. ducted by the President and Directors thereof, and such other officers, agents and factors as each company may think proper to authorize: The Directors shall be chosen annually at such time and place as shall be provided by the bye-laws of the company, and shall hold their offices for one year and until others are chosen in their stead; and one of the Directors shall be chosen President, either by the Company, or by the Directors as the bye-laws may appoint. IX. The Directors shall submit to the Stockholders generally a written statement under oath or affirmation of the Treasurer and President of the cor- Directors to submit written poration, setting forth the amount of capital stock paid in and general assets of statements. the company, and also the amount of existing debts: which statement shall be pulished in a Newspaper, if there be one in the district where such corporation is located, and in a Newspaper in the City of Charleston; and if any Board of Directors shall fail to do so, the said Directors shall be personally liable, jointly and severally, for all debts of the company then existing, and for all that shall be contracted before such notice is given. deemed personal X. The shares in the capital stock of such corporation shall be deemed Shares to be personal estate; and the mode of issuing the evidence of stock, and the manner, estate. terms and conditions of assigning and transferring shares be prescribed by the bye-laws of each corporation. to stockholders. XI. No part of the capital stock of such companies shall at any time or Capital Stock upon any pretence whatever, be loaned to the Stockholders, neither shall the not to be loaned capital be withdrawn or divided among the Stockholders until all the liabilities of the company are lawfully paid, and no dividends shall be declared except from the nett earnings of the company. The Directors consenting to such withdrawal or division of the capital before the debts are paid, or to dividends out of the capital stock, shall be liable, jointly and severally, personally for the debts of the company, to an amount equal to the portion of capital which has been withdrawn or divided, or the dividend declared out of the capital stock. XII. Persons holding stock in such companies as executors, administrators, Stock belonging to deceased peror holding by way of collateral security, shall not be personally subject to the liabilities of the Stockholders under this Act; but the person pledging such stock shall be liable as a Stockholder, and the estates and funds in the hands of such executors or administrators, shall be liable in their hands in like manne" and to the same extent as the deceased testator or intestate, or the ward or sons. A. D. 1847. Votes. cess. person interested in such trust fund would have been if they had respectively been living and competent to act and hold the stock in their own names. XIII. At all meetings of the company and at the election of officers, each Stockholder shall have one vote for each share he may own or represent, and executors, administrators, guardians and trustees, shall represent the shares in their hands, and a person pledging his stock shall nevertheless vote as a Stockholder. XIV. The service of the process of any Court of this State, shall be legal Service of pro- and valid on such corporations if the same be left at the office of the Factory : Provided, the President be absent from the district in which the Factory may be located. XV. Where no other time is specified, all charters of such companies shall be Charter printed. for the term of Fourteen years. Liabilities. XVI. Nothing contained in this Act shall be construed to remove such liabilities as by law such corporations, their officers and stockholders are now subject to nor to exempt them from the provisions of the forty-first section of the Act passed by the General Assembly of this State in the year 1841, entitled "An Act to incorporate certain villages, societies and companies, and to renew and amend certain charters heretofore granted, and to establish the principles on which charters of incorporation will hereafter be granted." In the Senate House, the seventeenth day of December, in the year of our Lord, one thousand eight hundred and forty-seven, and in the seventy-second year of the Sovereignty and Independence of the United States of America. R. F. W. ALLSTON, President of the Senate, pro. tem. W. F. COLCOCK, Speaker of the House of Representatives. No. 3029. AN ACT TO INCORPORATE THE CHARLESTON COTTON MANUFACTURING COMPANY IN THE STATE OF SOUTH-CAROLINA. I. Be it enacted, by the Senate and House of Representatives, now met and sitting in General Assembly, and by the authority of the same, That James Chapman, James H. Taylor, Henry Cobia, James T. Welsman, and Joseph Company incor- Prevost, and their associates and successors, are hereby made and created a porated. body politic and corporate in law, by the name of the "Charleston Cotton Manufacturing Company," for the purpose of manufacturing, dying, printing and finishing all goods of which cotton or other fibrous articles may form a part, as well as all machinery used for such purposes, and for the transaction of such business as may be necessarily connected therewith, and may crect such mills and other works as may be required to carry on such branches of manufacture, and they shall have power to raise, by subscription, in shares of five hundred dollars each, a capital of one hundred thousand dollars, with power to increase the same to five hundred thousand dollars, in the manner hereinafter provided. A. D. 1847. Estate. II. That the said Corporation may purchase and hold such real estate as Hold Real may be required for the purposes of said Corporation, or such as they may be obliged, or deem it for their interest to take in settlement of any debts due the said Corporation, and may dispose of the same; and may sue and be sued in all Courts of Law and Equity; may have and use a common seal, and make such bye-laws for their regulation and government as they may see proper, provided they are not inconsistent with the Constitution and Laws of the United States and of this State. Dollars to be paid in. III. The said Corporation shall not go into operation until fifty thousand Fifty Thousand dollars of the capital stock shall be paid in gold or silver, or the current Bank Notes of this State, and an oath or affirmation thereof shall be made by the President, Treasurer, and a majority of the Board of Directors, which shall be recorded in the Secretary of State's Office, and published in one of the daily newspapers of the City of Charleston, and this shall be repeated after the payment of each instalment thereafter called in, until the whole capital is paid in. IV. The Members of said Corporation shall be liable, jointly and severally, for all debts and contracts made by such Corporation, until the wh le amount of the said capital stock of one hundred thousand dollars, as aforesaid, shall have been actually paid in; and no note or obligation, given by any Stockholder, whether secured by a pledge of the Stock in such Corporation, or otherwise, shall be considered as payment of any part of the capital stock, until such notes or obligations shall have been actually paid. Liabilities. Power to V. The said Corporation shall have power to increase their capital stock to any amount not exceeding five hundred thousand dollars, whenever the Stock- increase capital. holders or the Board of Directors, by their authority, shall so determine by the votes of a majority of the Stockholders, or of the Board of Directors as aforesaid, respectively, and they may open books and take subscriptions for such increased capital stock in such manner as they may deem expedient. And whenever it shall have been determined to increase the capital stock of the Company, as aforesaid, it shall be the duty of the Beard of Directors to give |