THOMAS SWANN, ESQUIRE, GOVERNOR.

39

Sec. 4. And be it enacted, That the stock, prop-
erty, concerns and business of said corporation
shall he managed and conducted by a hoard of di-
rectors, to consist of not less than three, and not
more than nine persons; the directors shall be
elected by the stockholders from among their num-
ber, and whenever a director ceases to be a stock-
holder, his office shall be vacated, the directors
shall appoint one of their number as president,
who shall be elected annually, at such time as the
said corporation by its by-laws may direct, and
that the first election shall be held at the time of
the acceptance of this act of incorporation, or
as soon thereafter as may be convenient, and
in case of the death, resignation or disqualification
of a director, the place of said director may be
filled by the vote of a majority of the remaining
directors, and in all cases the directors shall act

Business to
be conducted
by Board of
Directors.

until their successors are chosen; in the election of
directors every stockholder shall be entitled to give
in person or by proxy, one vote for each share of
the capital stock standing in his or her name,
on the books of the corporation.

One vote for
each share.

Sec. 5. And be it enacted. That the directors shall
from time to time declare and pay to the stockhold-
ers, dividends of so much of the profits realized by
this corporation as they shall deem expedient,
after reserving such sum as they shall decide to be
reasonable to meet the expenses of repairs, build-
ing or purchase of real estate, and articles for the
use of said corporation and the prosecution of its
business, and that the vote declaring such divi-
dends be taken by yeas and nays, and recorded
upon the minutes, and that no dividend shall
be declared except out of the net profits of the busi-
ness of the company, and the directors present and
voting for the declaring of any dividend made con-
trary to this provision shall thereby become jointly
and severally liable for all the debts of corporation
then existing, and that shall thereafter be constru-
ed, so long as they respectively continue in office;

Dividends.

provided, that if any director shall be absent at the
time of declaring such dividend or being present
shall vote against the declaring of the same,
he shall be exempt from the liability imposed
by this clause.

Proviso.

Sec. 6. And be it enacted, That a general state-
ment of the affairs of the company shall be pre-

Statement of
affairs.