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debts of the company then existing, and for all that shall be contracted before such report shall be made.
Sec. 13. If the trustees of any such company shall declare and pay any dividend when the company is insolvent, or any dividend, the payment of which would render it insolvent, or which would diminish the amount of its capital stock, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, while they shall respectively continue in office: Provided, that if any of the trustees shall object to the declaring of such dividend or to the payment of the same, and shall at any time before the time fixed for the payınent thereof, file a certificate of their objection in writing with the clerk of the company and with the clerk of the county, they shall be exempt from the said liability. · Sec. 14. Nothing but money shall be considered as payment of any part of the capital stock, and no loan of money shall be made by any such company to any stock holder therein; and if any such loan shall be made to a stockholder, the officere who shall make it, or who shall assent thereto, shall be jointly and severally liable to the extent of such loan and interest, for all the debts of the company contracted before the re-payment of the sum so loaned.
Sec. 15. If any certificate or report made, or public notice given, by the officers of any such company, in pursuance of the provisions of this act, shall be false in any material representation, all the officers who shall have signed the same, knowing it to be false, shall be jointly and severally liable for all the debts of the company, contracted while they are stock holders or officers thereof.
Sec. 16. No person, holding stock in any such company, as executor, admin. istrator, guardian, or trustee, and no person, holding such stock as collateral secu. rity, shall be perscnally subject to any liability as stockholder of such company; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian, or trustee, shall be liable in like manner, and to the same extent as the testator or intestate, or the ward or person interested in such trust fund would have been, if he had been living and competent to act, and held the same stock in his own name.
Sec. 17. Every such executor, administrator, guardian, or trustee, shall represent the share of stock in his hands at all meetings of the company, and may vote accordingly as a stockholder; and every person who shall pledge his stock as aforesaid, may, nevertheless, represent the same at all such meetings, and may vote accordingly as a stockholder.
Sec. 18. The stockholders of any company, organized under the provisions of this act, shall be jointly and severally individually liable for all debts that may be due and owing to all their laborers, servants, and apprentices, for services per. formed for such corporation. • Sec. 19. The legislature may at any time alter, amend, or repeal this act, or may annul or repeal any incorporation formed or created under this act; but such amendment or repeal shall not, nor shall the dissolution of any such company, take away or impair any remedy given against any such corporation, its stock. holders or officers, for any liability which shall have been previously incurred.
Sec. 20. Any corporation or company heretofore formed, either by special act or under the general law, and now existing for any manufacturing, mining, mechanical, or chemical purposes, or any company which may be formed under this act, may increase or diminish its capital stock by complying with the provisions of this act, in any amount which may be deemed sufficient and proper for the purposes of the corporation, and may also extend its business to any other manufacturing, mining, mechanical, or chemical business, subject to the provisions and liabilities of this act. But, before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the amount of capital to which it is proposed to be reduced, such amount of debts and liabilities shall be satisfied and reduced so as not to exceed such diminished amount of capital; and any existing company, heretofore formed under the general law, or any special act, may come under and avail itself of the privileges and provisions of this act, by complying with the following provisions ; and thereupon such company, its officers and stockholders, shall be subject to all the restrictions, duties, and liabilities of this act.
Sec. 21. Whenever any company shall desire to call a meeting of the stockholders, for the purpose of availing itself of the privileges and provisions of this act, or for increasing or diminishing the amount of its capital stock, or for extending or changing its business, it shall be the duty of the trustees to publish a notice, signed by at least a majority of them, in a newspaper in the county, if any shall be published therein, at least three successive weeks, and to deposit a written or printed copy thereof in the post office, addressed to each stockholder at his usual place of residence, at least three weeks previous to the day fixed upon for holding such meeting; specifying the object of the meeting, the time and place, when and where such meeting shall be held, and the amount to which it shall be extended or changed; and a vote of at least two-thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of its capital stock, or the extension or change of its business, as aforesaid, or to enable a company to avail itself of the provisions of this act.
Sec. 22. If, at any time and place specified in the notice provided for in the preceding section of this act, stockholders shall appear in person or by proxy, in number representing not less than two-thirds of all the shares of stock of the corporation, they shall organize by choosing one of the trustees chairman of the meeting, and also a suitable person for secretary, and proceed to a vote of those present, in person or by proxy; and if, on canvassing the votes, it shall appear that a sufficient number of votes has been given in favor of increasing or diminishing the amount of capital, or of extending or changing its business, as aforesaid,
or for availing itself of the privileges and provisions of this act, a certificate of the proceedings, showing a compliance with the provisions of this act, the amount of capital actually paid in, the business to which it is extended or changed, the whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be increased or diminished, shall be made out, signed and verified by the affidavit of the chairman, and be countersigned by the secretary; and such certificate shall be acknowledged by the chairman, and filed as required by the first section of this act, and when so filed, the capital stock of such corporation shall be increased or diminished, to the amount specified in such certificate, and the business extended or changed as aforesaid, and the company shall be entitled to the privileges and provisions, and be subject to the liabilities of this act, as the case may be.
Sec. 23. If the indebtedness of any such company shall at any time exceed the amount of its capital stock, the trustees of such company assenting thereto shall be personally and individually liable for such excess, to the creditors of such company.
Sec. 24. No stockholder shall be personally liable for the payment of any debt contracted by any company formed under this act, which is not to be paid within one year from the time the debt is contracted, nor unless a suit for the collection of such debt shall be brought against such company, within one year after the debt shall become due; and no suit shall be brought against any stock holder who shall cease to be a stockholder in any such company, for any debt so contracted, unless the same shall be commenced within two years from the time he shall have ceased to be a stockholder in such company, nor until an execution against the company shall have been returned unsatisfied, in whole or in part.
Sec. 25. It shall be the duty of the trustees of every such corporation or company, to cause a book to be kept by the treasurer or clerk thereof, containing the names of all persons, alphabetically arranged, who are or shall, within six years, have been stockholders of such company, and showing their places of residence, the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares, and the amount of stock actually paid in ; which book shall, during the usual business hours of the day, on every day, except Sunday and the fourth day of July, be open for the inspection of stockholders and creditors of the company, and their personal representatives, at the office or principal place of business of such company, in the county where jis business operations shall be located; and any and every such stockholder, creditor, or representative, shall have a right to make extracts from such book; and no transfer of stock shall be valid for any purpose whatever, except to render the person to whom it shall be transferred liable for the debts of the company, according to the provisions of this act, until it shall have been entered therein, as required by this section, by an entry showing to and from whom transferred. Such book shall be presumptive evidence of the facts therein stated, in favor of
the plaintiff, in any suit or proceeding against such company, or against any one or more stockholders. Every officer or agent of any such company, who shall neglect to make any proper entry in such book, or shall refuse or neglect to ex. hibit the same, or allow the same 10 be inspected, and extracts to be taken therefrom, as provided by this section, shall be deemed guilty of a misdemeanor, and the company shall forfeit and pay to the party injured, a penalty of fifty dollars for every such neglect or refusal, and all the damages resulting therefrom: And every company that shall neglect to keep such book open for inspection, as aloresaid, shail forfeit to the people the sum of fifty dollars for every day it shall co neglect, to be sued for and recovered, in the name of the people, by the district attorney of the county in which the business of such corporation shall be located; and when so recovered, the amount shall be paid into the treasury of such county for the use thereof.
Sec. 26. Every corporation created under this act shall possess the general powers and privileges, and be subject to the liabilities and restrictions contained in title third, of chapter eighteen, of the first part of the Revised Statutes.
SEC. 27. This aet shall take effect immediately.
A similar law with some modifications, would be calculated to en. courage the introduction and growth of many branches of employment which are at present neglected by capitalists and cannot be undertaken by individual enterprise without their aid. Manufacturing capital has rarely ever been known to emigrate from one country to another. So large a portion of this is invested in fixtures that when once located it cannot be removed without great loss, and from this and other causes every country must of necessity furnish the capital for building up its own manufactories; and it is our true policy in the beginning, to interest as many individuals as possible, for the purpose of enlisting the moral and political strength of the community in their favor. Under such a law many associations might be established and important branches of business carried into successful operation with the use of but very little money. One individual may possess skill, another, raw material, and a third money, and the first two as well as the last may become stockholders, and even the common laborer may come in for a share. But we perceive no reason why mechanics, artists, and labor. ers may not be authorized to associate under such a law for the purpose of prosecuting branches of business where but little money is required, and where the dividends depend entirely upon the products of their own labor. We admit that there may be practical objections to such associations, but we see no solid reason why such privileges should not be granted, nor do we perceive any reason why such a law might not embrace macadamized and plank roads, or the building of bridges under the direction of the county court of the respective counties.
We are aware that owing to the abuse of the privileges granted to money corporations, that for many years past, great prejudices have existed against all chartered privileges; but a general law, granting the same privilege to all who choose to avail themselves of its benefits, hav. ing for its object the encouragement of industry, the building up of manufactures, and the development of the resources of the State, is liable to none of the objections which exist against money corporations.
ART. II.-PATENT OFFICE REPORT. The annual reports of the commissioner of patents, are classed with the public documents, and, going forth to the world, under the sanction of Congress, are generally regarded as the highest authority on all subjects coming properly within the range of his department. And hence these documents should be prepared with the utmost care, and with strict regard to the truth and accuracy of all the facts which they contain, otherwise they are calculated not only to mislead the present age, but to transmit error to future generations. The statesman, the philosopher, and the divine, all look to history for facts, and borrow light from the pas: to guide them in their present pursuits; but, if the facts from which they draw deductions have not been accurately observed, or faithfully reported, their conclusions must be wrong, and instead of teaching wisdom, history becomes the propogator of error.
It is, therefore, the first duty of those who undertake to collect facts, and to arrange and preserve them for future use, to examine them with the utmost care, lest they incur the fearsul responsibility of becoming false teachers to those who live after them.
The present commissioner of patents does not seem to have considered his duties in so serious a light; or we think he would have been more careful in the collection of facts, as well as in the arrangement of his tables. As journalists, we esteem it our highest duty to place the facts of the day in their true light, for the benefit of the future, as well as the present. It is not our purpose to depreciate the labors of the commissioner of patents—his report contains much that is useful to be known; and when we take into consideration the fact that the collection and arrangement of statistics constitutes only a part of his duties, the work may be regarded as being as respectable as could be expected in such circumstances-and it may be safely affirmed, that full justice cannot be done in this department, until Congress shall provide for a separate bureau of statistics, than which,