filled.

1854.

By-laws to be enacted.

no contract shall be binding upon the company, unless it is entered upon the record of the proceedings of the pres ident and directors, and approved or sanctioned by a majority of said directors; and the record of such proceedings shall show that a majority of said directors was present at the meeting at which any such contract was ap Vacancies, how proved or sanctioned. Should any director, or the presi dent, die, resign, refuse to act, or cease to be a stockholder, or citizen of Louisville, or fail to attend the meetings of the board of directors for four consecutive meetings thereof, or fail or refuse to attend four consecutive meetings of the board when notified to attend such meetings, the board of directors, or other members of said board, may proceed to declare a vacancy in the office of president or directors, as the case may be, and to fill the vacancy. The first board of president and directors shall adopt and pass all proper and needful by-laws for the government and well being of said company's affairs, which may from time to time be changed, modified, altered, or abolished, and a new code made and adopted. The president and four di rectors, or five directors without the president, shall constitute a quorum for the transaction of any business of said company, within the jurisdiction of the board of di rectors. In the absence of the president at any meetings of the board of directors, a chairman for the time being may be elected to preside, and shall discharge the duties of the president; and should the president be absent from the city, or from any cause unable to act, the board of di rectors may appoint a president pro tempore to discharge the duties of the president during the time the inability or Other officers absence exists. The president and directors may employ, to be appointed. provide, and appoint agents, servants, or other persons to manage, superintend, attend to, and take charge of the affairs, business, and property of said company; appoint a secretary and treasurer, and require bond and good se curity from any and all agents, servants, secretary, and treasurer, in such conditions and sums as said president and directors may deem proper.

Stock

may be re-open

ed.

§ 3. The president and directors may, from time to time, books cause said subscription books to be re-opened, or may procure additional subscriptions, until the whole capital stock is taken, if it should not be taken before the said Curd, Ronald, and Musselman; and in case the whole amount of stock shall not be subscribed when the books are opened, or said subscription should be closed before the said one hundred thousand dollars are subscribed, the said company may be organized, as herein before provided, if twenty-five thousand dollars of said stock shall be subscribed When stock by solvent persons. The president and directors shall calls to be paid. from time to time make calls upon said stock subscriptions not exceeding twenty per cent. on the amount of each share, and not oftener than sixty days apart, from the time

of making said calls, until the whole amount subscribed shall be paid. The president and directors shall cause to be made out and exhibit at each annual meeting of the stockholders, a true statement of the condition of the financial affairs of said company, the amount of receipts and disbursements, and sources of receipt and expenditures; and shall, when the business of the company shall authorize it, deelare a divided to the stockholders, and cause the same to be paid over to those entitled thereto. The president and directors shall cause a list of the names of the stockholders to be kept in a book to be provided for that purpose, and shall cause stock certificates to be issued to each stockholder, which may be transferred on said company's books, on the surrender of the stock certificate and the issuing of a new certificate to the party entitled thereto by such transfer. The stock certificates shall be signed by the president and countersigned by the secretary; and no stock certificate shall issue until the share or shares subscribed by the party shall be paid. Each share shall entitle the holder thereof to one vote at the annual or other meetings of the stockholders.

§ 4. That the said president and directors may rent or lease, for any term of one or more years, from time to time, said warehouse and premises, upon such terms and for such rent or compensation as they shall by contract. agree upon; and said company shall not be liable in any action for the acts and conduct of the lessee or lessees, their agents, servants, or employees, in the control or management of said premises.

§ 5. That the president and directors may receive in payment of stock subscriptions, indorsed notes, or otherwise, secured by real or personal security, and may renew such notes if they see fit to do so. They may declare any subscription stock forfeited for the non-payment of the amount due thereon, if the same shall not be paid within thirty days from the service of notice that unless the amount due and demandable on such stock shall be paid within thirty days from the date of the service of the notice the same will be forfeited; and if any delinquent stockholder shall be a non-resident, the publication of such notice in two of the daily papers printed in Louisville, for twenty days, shall be a sufficient notice. Should any forfeiture occur it may be remitted by a vote of a majority of the stockholders, at an annual meeting, upon payment of all arrearages of principal and interest then due upon the installments which have, up to the time of such remission, been called on the stock, and payment of a due proportion of losses which may have attached to the interest of such defaulting stockholder up to the time.

1854.

Company may lease out their warehouse.

How calls may

be paid.

Forfeited stock.

Transfer of

§ 6. That no transfer of stock shall be deemed valid or complete as long as the person transferring the same shall stock. be indebted to the company, or liable for losses, until such

indebtedness and liabilities are paid or secured to the sat isfaction of the president and directors; and all assignees of stock shall take and hold the same with all the liabili ties which have accrued or may be attached to said stock for or on account of the original owner or owners. The president and directors may in the by-laws make rules and regulations for the transfer of stock certificates, but such rules and regulations shall not be contrary to this section.

§ 7. That no stockholder shall be answerable in his person or individual property for any contract, debt, or agreement of said president and directors or said company, nor for losses or failure of the capital stock of said company; but the whole of said capital stock of said company, together with all the property, rights, and credits thereto belonging, shall at all times be answerable for all lawful de mands against said company.

§ 8. That in case of the failure from any cause of the election of president and directors, or the annual meeting of the stockholders, the company shall not be dissolved, but the meeting of the stockholders, and the election of presi dent and directors may be held at another time, to be designated by the president and directors, and notice thereof given by advertisement in two of the daily papers printed in Louisville for ten days before the day of the meeting and election.

§ 9. The general assembly reserves the right to repeal or amend this charter at any time and at pleasure. Approved February 18, 1854.

Capital.

CHAPTER 251.

AN ACT to incorporate the Louisville Coal Company.

§ 1. Be it enacted by the General Assembly of the Commonwealth of Kentucky, That there shall be and is hereby established at Louisville, in the county of Jefferson, a company to be known and styled the Louisville Coal Company, with a capital of two hundred thousand dollars, to be divided into shares of twenty-five dollars each, to be subscribed and paid for in the manner hereinafter specified; which subscribers and stockholders shall be and are hereby created a body politic and corporate, by the name and Corporate name style of the Louisville Coal Company, to take effect from the time of the passage of this act, and continue until the first day of January in the year nineteen hundred; and under that name and style said company shall be competent to contract and be contracted with, sue and be sued, plead and be impleaded, answer and be answered, defend and be defended in all courts and places, and in all matters whatever, with full power to themselves and their successors to acquire, hold, possess, and enjoy such lands, rents,

and powers.

tenements, and hereditaments, goods, chattels, property, and effects as may be proper for conducting the business of dealing in coal; and for making all such other improvements in said city of Louisville and county of Jefferson as may be necessary for properly conducting said business; and also to sell, alien, demise, and convey, lease, mortgage, and pledge any real or personal property and effects of said company, in such manner as may be necessary for the transacting and facilitating the business of said company: may have and use a common seal, alter, amend, break, and renew the same at pleasure. Said company shall have power to establish and execute such by-laws, rules, and regulations as may be necessary and proper for the prudent and efficient management of the business of the company, and for the government of its officers: Provided, the same be not inconsistent with the spirit of this act, or contrary to law.

1854.

elected.

2. That the real and personal estate, business, property, Directors, when funds, and prudential concerns of said company shall be - under the control, direction, and management of a president and eight directors; and after the first election to be made as hereinafter specified, the stockholders shall hold a general meeting on the first Monday in April annually, at such time and place, and under such rules and regulations as shall be specified in the by-laws of said company, at which meeting the said officers shall be elected in such manner as is prescribed in the by-laws of said company, for the term of one year, and until their successors are elected as aforesaid.

§3. That at every election held by a meeting of the stockholders under the provisions of this act, every stockholder shall be entitled to one vote for each share of stock he or she may own; and any stockholder not personally present may vote by written proxy to a stockholder present at such meeting or election : Provided, that if no election shall be made for president and directors on the day named in this act, the corporation shall not thereby be dissolved, but said stockholders may elect a president and directors on any other day, in such manner as may be specified in the by-laws of said company; and in case of the death, resignation, or permanent absence of one of said officers, his place shall be filled by a stockholder, to be elected by a majority of the remaining members of the board.

4. That the president and directors, or a majority of them, shall have power to appoint such agents, officers, and servants under them as they may think proper, fix their compensation, define their powers, and prescribe their duties, and remove them at pleasure.

§ 5. That E. D. Weatherford, Louis Rheims, Jabez Baldwin, Jas. W. Osborn, H. H. Sale, James Lithgow, Lighter Huffman, The. Shanks, Wm. Watkins, Jacob Kalfus, J. O. Cochran, B. J. Adams, A. Throckmorton, Birch Mussel

Each share to have a vote.

Other officers to be appointed.

Commissioners

named.

1854.

opened.

man, N. L. Montgomery, George Ainslie, Paul Rillien, J. D. Hobbs, and Isaac Everett are hereby appointed commissioners to open books and receive subscriptions to the capital stock of said company, and to superlatend in election of the first board of directors, which shall consist of a president and eight directors, who shall hold their offices for one year, and until their successors are elected as herein provided.

§ 6. That any five of the commissioners named in the Books to be preceding section shall be competent to exercise the powers and perform the duties required of them by this act; and they are hereby authorized, at any time after the passage of this act, by giving ten days' notice thereof, in two or more papers printed in the city of Louisville, to open books for the subscription of capital stock, at Louisville and such other places as they may deem proper, and to keep such books open from day to day, or close them at one time and open them at another, as shall be most conducive to the procuring of said subscriptions; and when two thousand shares are subscribed, the said commissioners shall notify the stockholders of the amount subscribed, and of the time and place appointed for the election of a president and eight directors of said company, upon ten days notice as above specified; and said commissioners, or any three of them, may proceed to hold said election, and act as judges thereof.

be paid.

Delinquent stock, how for

feited.

§ 7. That upon every share of stock subscribed in said Stock, how to company, the commissioners or their agent shall require to be paid, at the time of subscribing, or before the election of a president and directors, the sum of five dollars, and the residue of such subscriptions shall be paid in equal installments of five dollars on the share-but there shall intervene at least ninety days between the payment of said installments; and if any stockholder shall fail to pay to the president and directors of said company any installment required to be paid, for thirty days after he shall have had personal notice in writing of such requisition, the said president and directors may, upon ten days notice to such delinquent stockholder of the time and place of sale, proceed to sell such share or shares belonging to such delin quent, at public sale, to the highest bidder, who, upon presentation of his certificate of purchase, shall be entitled to a transfer of the share or shares so purchased by him. upon the books of said company; and the proceeds such sale shall be applied towards the payment of the balance of the subscription price of the share or shares so sold; and should there be a surplus after such payment the same shall be paid over to the delinquent; but if there should still remain due and unpaid a balance on the subscription for the shares so sold, then the company may sue for and recover the amount thereof from such delin quent.

of