JOHN WALTER SMITH, ESQ., GOVERNOR.

their successors are duly elected and qualified, as hereinafter
provided, with full power to open, books for subscription to
said capital stock, at such times and places as they,
or a majority of them may deem expedient, and a major-
ity of said directors, or their successors, may and they
are hereby authorized and empowered to have and to exercise
in the name and on behalf of the said company all rights and
privileges which are intended to be hereby given.

303

SEC. 3. And be it enacted, That the board of directors of
said company shall consist of not less than five, and as many
more persons as the by-laws of said company may from time
to time determine, which board of directors shall be elected
annually, at a general, meeting of the stockholders of said
corporation, to be held at such place and at such time as the
by-laws of said company may direct and require, and in the
absence of any provision in the said by-laws, on the second
Wednesday in January of each and every year; and the board
of directors, in order to fill any vacancy caused in their
number by death, resignation or otherwise, as may be pro-
vided by the by-laws of said company, shall have power to
select a stockholder of said company to be a director until the

Election of
directors.

next annual meeting of stockholders, and shall elect such
officers and appoint and dismiss such clerks, agents and
employees as the welfare of said company may, in their dis-
cretion, require, and to fix the compensation of the same.
All elections shall be by ballot, and at all meetings of the
stockholders of said company every stockholder shall be
entitled to one vote for every share of stock held by him.

Shall elect
officers.
Compensation

SEC. 4. And be it further enacted, That the board of
directors shall have power to declare such dividends of profits
of the said company as they may deem proper; provided,
that no dividend shall be declared when the capital stock
would be impaired thereby.

Power to
declare
dividends.

SEC. 5. And be it further enacted, That the stockholders
of said company shall have power to enact and adopt such
rules, regulations and by-laws for the government and man-
agement of the affairs of said company as they may deem
advantageous to the interests thereof, and in the absence of
any special provision by the stockholders, the board of
directors of said company may adopt such rules or regula-
tions as they may deem proper, which shall have the force of
by-laws until the next annual meeting of the stockholders;
provided, said rules, regulations and by-laws shall not con-
flict with the Constitution or laws of this State, or of the
United States.

Adopt rules,
regulations,
etc.