i860,

LAWS OF MARYLAND.

CHAP. 241

and E. Lee Spaulding, be and they are hereby in-
corporated by the name and style of the Clifton
Manufacturing company, and by that name shall
have perpetual succession, and be capable to sue
and be sued, and to make and use a common seal,
to make and pass by laws, to acquire and hold all
real estate necessary for the manufacturing pur-
poses of said company, and may have in general,
and exercise all such other corporate powers which
may be proper to effectuate the purposes of this
act.

Capital stock.

SEC. 2, And be it enacted, That the capital
stock of said company shall consist of shares of
the par value of twenty-five dollars a share to be
distributed amongst the said Thomas W. Gough,
Joseph Forrest, Henry J. Carroll, Joseph H. Mad-
dox and E. Lee Spaulding, in proportion to their
several and respective interests in said corporation;

Proviso.

Provided, however, that the capital stock of said
company shall riot exceed ten thousand dollars.

Affairs of the
company —
how man-
aged.

SEC. 3. And be it enacted, That the manage-
ment of said corporation shall he vested in a board
of five directors, which may be increased at the
pleasure of the stockholders of said company, and
to be annually elected by the same at a general
meeting to be convened for that purpose in the
manner and at the time and place to be prescribed
by the by-laws of said corporation.

Officers, &c.

SEC. 4. And be it enacted, That every board
of directors may appoint a president of said cor-
poration out of their number or otherwise if they
see fit, and they shall also have power to appoint
a treasurer and such other officers and agents as
may be deemed necessary, and may remove the
same at pleasure, and may define their duties and
fix their compensation, and may declare dividends
of profits, and exercise all other franchises of said
corporation, subject however to the by-laws or any
other act or resolution of the stockholders.

Stock trans-
ferable.

SEC. 5. And be it enacted, That the capital
stock of said company shall be held to be personal
property, and shall be transferable in shares on
the books of the corporation in such manner as the
by-laws may prescribe.

In force.

SEC. 6. And be it enacted, That this act shall
take effect from the date of its passage.