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CHAP. 257.
Powers of pres-
ident and direc-
tors, &c.
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SEC. 3. And be it enacted, That for managing the
affairs of said company, there shall be chosen at a gen-
eral meeting of the stockholders, subscribers and own-
ers of stock, to be held on the first, Monday of July
next, and on the first Monday of July, annually there-
after, not less than five nor more than seven directors,
who shall be stockholders of the company, and who
shall remain in office one year, or until their successors
are appointed; the said directors, a majority of whom
shall form a quorum for the transaction of business,
shall choose from their own body a president, and in
his absence a president pro tempore; they shall have the
power to supply vacancies in their own body; to call
special meetings of the stockholders; to appoint such of-
ficers, clerks and agents as the stockholders in general
meeting shall authorise; to take bonds with sufficient se-
curity for the good conduct, fidelity and attention of such
officers, clerks and agents; to call in instalments not ex-
ceeding ten dollars a share per month, by giving thirty
days previous notice in such newspapers as the stock-
holders in general meeting may designate; to enter into
contracts for the purchase of lands, and for the con-
struction of buildings, and so forth, and to do all other
acts and things touching the affairs of the company, not
otherwise specially provided for, and the said president
and directors shall call, upon application of one fifth in
interest, of the stockholders of the company, general
meetings; they shall moreover make and declare divi-
dends of the nett profits of the said company, or of such
portion thereof as the said company or the said presi-
dent and directors may deem expedient, on the first day
of January and July in each year, and at such other
limes as may be determined by the stockholders in gen-
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Proviso.
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eral meeting; provided, that no dividend shall be made
of any part of the capital stock under pretence of mak-
ing a dividend of the profits, and the surplus only of
the property, effects, and separate debts due the company,
above the capital stock, responsibilities and debts due
from it, shall be regarded as profits; and the said presi-
dent and directors shall annually, at the general meeting
of the stockholders held on the first Monday of July, and
oftener if thereto required by a majority in interest of
the stockholders, present to the stockholders a full report
of all their transactions, and of the state of the affairs
of the company, and they shall cause public notice, of
at least ten days to be given, of ail general meetings of
the company; and every president and director of said
company, before he acts as such, shall swear or affirm,
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