THOMAS SWANN, ESQUIRE, GOVERNOR.

95

the President shall be entitled to vote as any Di-
rector, and the President and Directors or a quo-
rum of them, shall have power and authority to
appoint all such surveyors, engineers, superinten-
dents, and other artists and officers as they shall
deem necessary to carry on the intended work, and
to fix their salaries and wages, to ascertain and fix
the time, manner and proportion in which the said
stockholders shall pay the money owing on their
respective shares, to draw orders on the Treasurer
for the same, which shall he signed by the Presi-
dent, or in his absence by a majority of the Direc-
tors present, and countersigned by the Secretary,
and generally to do all such other acts, matters
and things as by this act, and the by-laws and re-
gulations of the company they are authorized to

do; and they shall annually er oftener, in case of
a vacancy, appoint a Secretary of the said com-
pany, who shall keep minutes of all their proceed-
ings fairly entered in a well bound book.

Vacancy.

Sec. 9. And be it enacted, That the President
and Directors shall procure certificates or eviden-
ces of stock. or all the shares of said company, and
shall deliver one such certificate, signed by the
Presided and countersigned by the Treasurer, and
sealed with the common seal of the said company,
to each person for the share or shares by him sub-
scribed and held, which certificate shall be trans-
ferable at his pleasure, in person or by attorney
legally authorized in presence of the President or
Treasurer, subject however to all payments due or
to become due thereon, and the assignee holding
such certificate having first caused the assignment
to be entered in a book of the company to be kept
for the transfer of stock, shall be a member of the
corporation, and for every certificate so assigned to
him, shall be entitled to all the shares of the capi-
tal stock embraced therein, and to all estates,
emoluments and privileges incident to said shares,
and subject to all liabilities, penalties and forfei-
tures upon said shares as the original subscriber
would have been.

Certificates of
stock.

Sec. 10. And be it enacted, That no stockholder
of the said company, whether original subscriber
or assignee, shall be entitled to vote at any election
of officers or at any meeting of the stockholders of
said company on whose share or shares any arrear-

Arrearages.