E. LOUIS LOWE, ESQUIRE, GOVERNOR.
551
and elections of directors, every stockholder shall
be entitled to give, in person or by proxy, one vote for
every share of capital stock standing in his or her name
on the books of said corporation; and at their first meeting
after such election, such directors shall choose a
president and secretary; and should it at any time
happen that an election of directors shall not be made
upon the day when, pursuant to this act, it ought to
have been made, the said corporation shall not for that
reason be deemed to be dissolved, but it shall be lawful
on any other day within twenty days thereafter, to hold
and make an election of directors in such manner as
shall have been regulated by the by-laws and ordinances
of said corporation; and in case of the death, resignation,
or disqualification of a director, the place of such
director for the remainder of the year, shall be filled up
by the board of directors for the time being.
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SEC. 6. And be it enacted,
That the president and
directors, for the time, or a majority of them, shall have
power to appoint all such officers, agents, clerks, mechanics,
engineers, laborers and servants, as they may
deem necessary to conduct or execute the business of
said corporation, and to fix their compensation, and in
their discretion to dismiss them, to take bonds for the
corporation from all or any of the persons so appointed
by them, with security, conditioned in such form as
they shall approve, for the faithful execution of the duties
of such persons, and to secure the said corporation
from loss; so to contract, agree for and purchase, rent
or hire, all such vessels, lands, chattles, materials,
rights, privileges and effects whatsoever, and to make
or repair all such wharves, boats, vessels, carriages and
other conveniencies as may be necessary for effecting
the object of said corporation; to prescribe the form of
certificates to be issued to stockholders, and to regulate
the mode of transferring their capital stock; to apply
the funds of said corporation, so far as may be necessary
to effect the objects aforesaid, and in payment of
the necessary expenses of said company, to call general
meetings of the stockholders, and generally to pass such
by-laws as may be necessary for the exercise of the
aforesaid powers, or the powers vested in said corporation,
and the same by-laws from time to time, to
alter and repeal; Provided, that all such by-laws may
be altered or repealed by a majority of the stockholders
assembled at any general meeting, called in pursuance
of any by-laws made for that purpose; and a majority
of the stockholders may pass by-laws which shall be
binding upon the directors; Provided, that such by-laws
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Appointment
of officers.
Provisoes.
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