1874.

Clerks and ser

vants

chosen.

quorum.

directors shall elect a president pro tem. They shall fi all vacancies which may occur in their own body, and shall appoint such officers, clerks, and servants as deemed to be expedient, fix their compensation, define their powers. and prescribe their duties, and shall require of them such bonds, penalties, and securities as deemed requisite for the security of the institution, which bonds shall be esamined at least once a year, and be renewed from time to time, so as to secure the institution from loss; and all such officers shall hold their places during the pleasure of the board.

§ 8. The president and directors, any four of whom Four to constitute may constitute a quorum for the transaction of business, may, from time to time, make such by-laws, rules and reg ulations, for the government of the institution, as deemed expedient, not contrary to the provisions of this charter, or by-laws and rules which the stockholders, at their annual or other meetings, may, from time to time, prescribe: Provided, For that purpose a concurrence of a majority of all the directors shall be necessary.

to be held.

§ 9. The president and directors shall have stated meetRegular meetings ings at least once a month, and called meetings may be had whenever deemed necessary. All questions before the board shall be taken viva voce, and the yeas and nays on any proposition submitted shall be entered of record, at the request of any member; and no vote shall be reconsidered when a less number is present than when the vote was given.

how paid.

§ 10. It shall be the duty of the president, on the first Taxes to State, day of January in each year, to pay to the Treasurer of this State fifty cents on each one hundred dollars of stock held and paid for in said institution, which shall be in full of all State tax or bonus.

every 3 months to be made.

§ 11. That it shall be the duty of the president and diExamination rectors, and they are hereby required, as often as once every three months, to cause a strict examination to be made of the cash and cash account of the institution, and a full and complete statement shall be made out and entered on the journal of the proceedings of the board. § 12. That it shall not be lawful for the cashier, clerks, teller, or other subordinate officers, either directly or indirectly, to engage in or carry on any other business than that of said institution, without the special leave of the president and directors.

Officers not to engage in any other business.

prosecution malfeasence.

for

§13. That if the cashier, clerks, teller, agent, or other Officers liable to officer shall, without the authority of the president and directors, appropriate any of the funds of said corporation to his own use, or that of any other person, or shall willfully fail to make correct entries, or shall knowingly make false entries on the books of the institution, with

intent to defraud or cheat the corporation or any other person, to hide or conceal any improper appropriation of the funds, the officer so offending shall be deemed guilty of felony, and shall, upon conviction thereof, be sentenced to confinement in the penitentiary of this State for a period of not less than two nor more than five years.

1874.

Record of pro

ceedings to be re

§ 14. The president and directors shall keep a record of their proceedings, which they shall produce to the stock- ported when deholders when by them demanded at any regular meeting.

15. The president, cashier, and other officers, before entering upon the discharge of their respective duties, shall take an oath before some judicial officer faithfully, honestly, impartially, and to the best of their skill and judgment, to discharge all the duties of their respective offices under this charter, or which may be required of them by the by-laws, rules and regulations, of the corpo

ration.

§ 16. This institution shall not contract for or receive a greater rate of interest, including exchange, than is now allowed by law.

manded.

Officers to be

sworn.

paid.

Interest to be

Certificates of

§ 17. The president and directors shall issue certificates of stock to the holders thereof for so much as shall be stock, how issued paid for; and the shares of capital stock shall be consid ered and held in law as personal property, and assignable and transferable only in such manner and at such place as the president and directors shall, by their by-laws, prescribe. Certificates of deposit shall be obligatory on said institution, and shall be transferable or assignable when made payable to order.

§ 18. The general meeting of the stockholders shall be held annually, on the second Monday in January in each year, in the town of Winchester, at the time of the annual election, to which meeting the president and directors shall present an accurate statement of the condition and affairs of the institution; and general meetings of the stockholders may be called as provided in this charter, or by the president and directors when they deem it desirable, or by any number of stockholders the by-laws shall require.

§ 19 The Legislature shall have the right to investigate the situation and affairs of said institution by any committee they may appoint for that purpose.

Annual meet

ing of stockhold

ers.

Legislature may

investigate condi

tion.

open books for

20. That John W. Prewitt, John Evans, S. F. Tebbs, Commissioners to Robert E. Bush, James R. Wornall, G. R. Snyder, Colum- stock. bus Thompson, V. W. Bush, James D. Gay, and Robert N. Winn, are hereby constituted commissioners to open books and receive subscription for the capital stock of said institution, and to superintend the election of the first board of directors, any four of whom shall be com

1874.

given of taking of stock.

petent to exercise the powers and perform the duties required by this section.

§ 21. The said commissioners shall have power and Notice to be they are authorized and required, on the second Monday in April next, or at such other time, within two years thereafter, as they shall deem expedient (having given not less than thirty days' notice thereof in some newspaper in Winchester), to open books for the subscription of the capital stock of said institution at Winchester, and such other places as they may deem advisable, and cause said books to be kept open from ten o'clock, A. M.. until two o'clock, P. M., for at least ten days, or until at least two hundred and fifty shares shall have been subscribed, when the same may be closed; and if more than one thousand shares shall have been subscribed by individuals, companies, and corporations, the commissioners shall deduct the excess in such manner that no subscription shall be reduced, and leave the subscription of another larger.

Books for stock to be reopened unless

whole

amount is subscribed.

of directors.

§ 22. That if the whole one thousand shares of capital stock shall not be taken when the books shall first be opened, the president and directors may cause the books to be opened at any time and place they may direct, giving thirty days' notice thereof in some newspaper, and cause them to be kept open not less than ten days, or until the whole of the balance of the stock shall have been taken; and the president and directors may require such premiums on the stock sold at the reopening of the books as they shall deem right, and such premium shall be the property of the institution.

§ 23. That when not less than two hundred and fifty Time of election shares of the capital stock shall have been taken and the commissioners shall have closed the books, it shall be their duty to give notice to the stockholders, and appoint a day, in Winchester, for the election of the first board of directors, who shall hold their offices until the succeeding annual election. And not less than ten nor more than thirty days' printed notice thereof, as aforesaid, shall be given of the time and place of electing said board; and at least four of said commissioners shall act as inspectors of said election, and shall take the proper oath and perform all the duties of inspectors of election in like cases.

subscriptions.

§ 24. That the payment of the shares of the capital stock Mode of paying held by individuals, companies, and corporations, shall be made at the time and in the manner following, viz: ten dollars on each share to the commissioners at the time of subscribing, and ten dollars on each share within ten days after the election of the first board of directors, and

ten dollars every twenty days thereafter until the whole. amount of said stock is paid in: Provided, That the board shall have power to prolong the time for the payment of each installment after one half of the amount of each share shall have been paid.

1874.

Stock not paid

may be forfeited

§ 25. That should any of the subscribers to the stock of said institution fail or refuse to pay for their stock, as on notice. herein provided, the president and directors first giving public notice in two or more newspapers for the space of thirty days, by resolution entered on the records, may forfeit such stock, and proceed, at such time as they may deem expedient, to resell the same; and all partial payments made on any stock which shall be forfeited shall be sold for the benefit of such stockholders.

To commence when $10,000 is

§ 26. That said corporation may commence business so soon as ten thousand dollars shall have been paid in and paid. the president first elected shall have made oath to the fact of such payment before the county judge of Clark county, who shall cause the same to be entered of record on the order-book of the Clark county court.

two years.

§ 27. This act shall be in force from its passage: Pro- Must organize in vided, An organization is effected within two years from its approval by the Governor; but if no organization is effected within the above specified time, this act shall be void. The Legislature reserves the right to alter, modify, or repeal this act at pleasure.

AN ACT for the benefit of John H. Carrier, late jailer of Laurel county. WHEREAS, It appears to the satisfaction of this General Assembly that Esom Bowling, charged with murder, and Washington Nunn, charged with grand larceny, were confined in the Laurel county jail, and, without any negligence on the part of John H. Carrier, then jailer, effected their escape from said jail, the jail being a good jail; and whereas, said Carrier, fearing that said prisoners could not be again arrested and a conviction had unless a reward was then offered, offered a reward of two hundred and twenty-five dollars, which secured the arrest and delivery of said prisoners to the said jailer, and they were afterward convicted on said charge and sent to the State penitentiary, and the said Carrier paid the reward aforesaid; for remedy whereof,

1874.

Be it enacted by the General Assembly of the Commonwealth of Kentucky:

§ 1. That the Auditor of Public Accounts draw his warrant on the Treasurer in favor of John H. Carrier for two hundred and twenty-five dollars, to be paid out of any money in the Treasury not otherwise appropriated. §2. This act shall be in force from its passage.

Approved February 23, 1874.

rate.

CHAPTER 440.

AN ACT to incorporate the Kentucky Odd Fellows' Insurance Company,

Be it enacted by the General Assembly of the Commonwealth of Kentucky:

§ 1. That P. H. Leslie, Rev. N. G. Terry, W. H. Botts, Corporators J. R. Pedego, E. Morris, J. C. Evans, T. E. McDonnald, names-bodypolitic and corpo Lewis McQuown, A. M. Depp, R. B. Evans, Clarence Wood, C. E. Boles, W. J. Bradford, N. Smith, and J. F. Montfort, and their successors, be, and they are hereby, created a body-corporate, under the name of "Kentucky Odd Fellows' Insurance Company;" to have perpetual succession, with the right to obtain, hold, sell, and convey, and dispose of such real and personal property as may be necessary to carry out the objects of this charter; and to make and retain their capital stock to the amount of one hundred thousand dollars, with power to confer Capital $100,000. charities as herein provided, or as the company may determine; and may make contracts that shall be binding, sue and be sued, make and transact all business in its corporate name for its corporate purposes; and to use a common seal, renewable and changeable at pleasure; and may make by-laws for its government, not inconsistent with the purposes of this charter or with the laws of the land.

named may organize.

2. The persons herein named, or a majority of them, Corporators may constitute a board to do business, and may proceed at pleasure to organize fully and to receive members only of sound and healthy Odd Fellows of Kentucky, under sixty-five years of age, in good standing in their Lodges, and acceptable to the board.

ing members.

§ 3. Each person, upon becoming a member, shall pay Mode of becom- into the Treasury of the company, according to their respective ages, as follows, to-wit: from the age of twenty-one years to thirty years, six dollars; from the age of thirty years to forty years, ten dollars; from the age of forty years to fifty years, fifteen dollars; from the age of fifty years to sixty years, twenty dollars; from the age of sixty years to sixty-five years, twenty-five dollars, which