THOMAS G. PRATT, ENQUIRE, GOVERNOR.

1845.

ny, such amount shall be made good to the holders of
such certificates of stock, before estimating or dividing
the profits of the business; and that said fifty thousand
dollars or more, with all interest thereon, which shall
then be due shall, on the winding up of the company,
and before any payment shall be made to the holders of
said certificates of profits or policy holders, be returned
to the holders of said certificates of stock; unless it shall
be previously returned in the manner hereinafter provid-
ed, said certificates of slock shall be transferable only
on the books of the company, under regulations to be
prescribed by the by-laws.

CHAP. 291.

SEC. 4. And be it enacted, That all the corporate
powers of the said corporation, shall be exercised by a
board of directors, and such officers, clerks and agents,
as said board of directors may from time to time ap-

point.

Exercised by a

board of direc-
tors, &c.

SEC. 5. And be it enacted, That said board of direc-
tors shall consist of twelve persons, who shall be mem-
bers of said corporation at the time of their election;
and said twelve directors shall be chosen by ballot at the
annual meeting, for the term of one year, and until others
are chosen in their stead; and at their first meeting after
each election, the directors shall choose a president, who
shall be ex-officio a director of said company, 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 corporation shall not for
that cause, be deemed to be dissolved; but it shall be
lawful on any other day, within thirty days thereafter, to

Board of direc-

tors to consist
of twelve per-
sons.

make an election of directors in such manner as is here-
in directed; and in case of the death, resignation or dis-
qualification of the president or of a director, the place
so becoming vacant, may for the remainder of the year,
be filled up by the board of directors for the time being;
in case of the sickness or necessary absence of the pre-
sident, his place may be supplied by one of the directors
appointed by the president, to act as president pro. tem.;
before the directors at their first meeting after each
election, choose a president, they shall fix the salary of
that officer, and the president and directors shall have
power to appoint all other officers and agents of the

In case of

death, resigna-
tion, &c.

company, and to fix their compensation.
SEC. 6. And be it enacted, That the president and di-
rectors shall have full power and authority, to establish
such by-laws as may be necessary for the regulations
and conducting the concerns of the company, the same
not being contrary to this act.

Full power
and authority.