price as may be agreed upon between him on the one part, and those who may be associated with him, and constitute the aforesaid corporation by subscription for stock, payable in money on the other part, which price and agreement shall be signified by the subscription by said William S. Wheeler to the stock of said company, of the said lands, at the price so agreed, and by the conveyance of the same to the said corporation, and by the subscription thereafter payable in money, of such other persons as may associate with him and constitute the said corporation.

SEC. 14. Be it enacted, That the capital stock of said company may be increased to two hundred thousand dollars, whenever the President and Directors of said company may determine so to do; the time, place and manner of which augmentation shall be subject to the direction and under the control of said President and Directors.

SEC. 15. Be it enacted, That the said William S. Wheeler, Baptist Boyt, John Crocket, David W. Knight, or any one of them, is hereby appointed commissioners to open subscription books for the purpose of receiving subscriptions to the capital stock of the company by this act incorporated, and the said commissioners, or a majority of them, shall cause books to be opened, and at such times and places as they may direct, for the purpose of receiving subscriptions, and upon such public notice thereof not less than ten days, as to them shall seem expedient.

SEC. 16. Be it enacted, That the stock shall be paid calls. in as follows, viz: Five dollars on each and every share, shall be paid to the commissioners at the time the subscription is received for the same, and the remaining ninety-five dollars shall be paid on each and every share in such instalments as the President and Directors may direct and require, and in case of default in the payment of the second or other instalments that may be required by the President and Directors of said company, in virtue of this act; the instalment or instalments previously paid, shall become forfeited to the company, and the stock on which such default shall have been made, may be sold for the benefit of the company, or the forfeiture may be relinquished at the discretion of the said president and directors, on the payment of the instalments due thereon.

SEC. 17. Be it enacted, That the affairs of said com- Elections. pany shall be managed by five directors, one of whom, to be chosen by the others, president, and three of whom shall constitute a quorum, being stockholders in

said company, chosen by ballot by a plurality of the votes of the stockholders present or represented by proxy, such stockholders having each, as many votes as

he may hold shares; that the president and directors elected at the first election held in pursuance of this act, shall continue in office until twelve months from the time of such election, or until the first Monday in May, eighteen hundred and fifty-two, and on which said first Monday in May in each and every year thereafter, there shall be an election of directors of said company, and at the first meeting after every election of directors, they shall proceed to elect a president as aforesaid, and should it happen from any cause that an election or elections, should not be held as prescribed by this act, the charter shall not in consequence thereof, be considered forfeited, but it shall be lawful at any other time within thirty days thereafter, to make such election and appointment in such manner as shall be directed and provided by the ordinances of the corporation, and as soon as a board of directors shall, or may organize after the first election, they shall notify the commissioners thereof, who shall forthwith hand over to them all the monies received, and all the books and papers connected with, or belonging or relating to said company.

SEC. 18. Be it enacted, That whenever shares to the amount of five thousand dollars shall have been subscribed, paid in, or secured to the satisfaction of the commissioners before named, in cash or the purchase of property, they or a majority of them, shall call a general meeting of the subscribers to be held at such time and place as they may deem best, and such of said subscribers as shall be present, shall elect by ballot five directors, who shall, as soon as may be thereafter, elect a president as aforesaid, organize and take upon themselves the sole and exclusive management and direction. of the concerns of said company, according to the provisions and fulfilments of the objects of this act.

SEC. 19. Be it enacted, That the president and directors of said company shall, and may from time to time make and adopt all by-laws, and ordinances for the government and direction of said company, and the affairs thereof, as the said board may judge necessary, for carrying into effect the provisions of this law; Provided, the same be not repugnant to the laws of this State or of the United States.

Sec. 20. Be it enacted, That all contracts for the purchase and sale of property, or for the payment of mon

ey, signed by the president and secretary of the board of managers shall be obligatory upon the corporation.

SEC. 21. Be it enacted, That whenever a vacancy Vacancies. shall happen in the office of directors, by death or resignation, ceasing to be a stockholder, it shall be immediately filled up by some person to be chosen from the remaining stockholders by ballot, by the other directors, to continue in office until the next regular election.

SEC. 22. Be it enacted, That the president and directors shall have power to purchase and hold, on behalf of said company, in fee simple, or otherwise, such lands and real estate suitable for the erection of the necessary buildings, and other works, for the accomplishment of their undertaking, as they shall judge proper, not exceeding thirty thousand acres; to prepare or procure, adopt and execute such plan or plans as they shall deem most advantageous and effectual, for establishing and carrying on milling and manufacturing, and grinding of corn, wheat and other grain, and to have power to erect steam saw mills or water mills for sawing lumber, grain, &c., in the counties of Obion, Gibson and Dyer; and also to build and purchase steam or other boats, horses, mules, negroes, and all other property which may be necessary for the business, and agreeable to the object and provisions of this Act; and to sell and dispose of all grain they may grind, and lumber they may saw, and other property they may acquire by virtue of this Act, agreeably to the object and provisions of this Act; to appoint and remove at their pleasure the secretary, superintendents, agents, or other officers, necessary for carrying on the business of said company, and to fix their compensation, to make such contracts for labor, materials, engines, and machines, and all such purchases of land, tenements or hereditaments in fee simple or otherwise, as they shall judge necessary for the legitimate objects of said company, also to contract for and obtain on behalf of said company, all such privileges, permissions, rights and advantages of every kind and nature, whatsoever, as shall in their judgment become necessary for said objects, and all the lands, tenements, hereditaments, materials, engines, machines, privileges, permissions, rights and advantages to sell again, let, hire or otherwise dispose of in whole or in part, for the benefit of said company, in such manner and on such terms and conditions as shall at the time appear to them most advantageous; and all proper and needful conveyances, assurances, contracts and deeds therefor, to make and execute, to receive, use, dispose of, and employ for the purposes aforesaid

said company, chosen by ballot by a plurality of the votes of the stockholders present or represented by proxy, such stockholders having each, as many votes as he may hold shares; that the president and directors. elected at the first election held in pursuance of this act, shall continue in office until twelve months from the time of such election, or until the first Monday in May, eighteen hundred and fifty-two, and on which said first Monday in May in each and every year thereafter, there shall be an election of directors of said company, and at the first meeting after every election of directors, they shall proceed to elect a president as aforesaid, and should it happen from any cause that an election or elections, should not be held as prescribed by this act, the charter shall not in consequence thereof, be considered forfeited, but it shall be lawful at any other time within thirty days thereafter, to make such election and appointment in such manner as shall be directed and provided by the ordinances of the corporation, and as soon as a board of directors shall, or may organize after the first election, they shall notify the commissioners thereof, who shall forthwith hand over to them all the monies received, and all the books and papers connected with, or belonging or relating to said company.

SEC. 18. Be it enacted, That whenever shares to the amount of five thousand dollars shall have been subscribed, paid in, or secured to the satisfaction of the commissioners before named, in cash or the purchase of property, they or a majority of them, shall call a general meeting of the subscribers to be held at such time and place as they may deem best, and such of said subscribers as shall be present, shall elect by ballot five directors, who shall, as soon as may be thereafter, elect a president as aforesaid, organize and take upon themselves the sole and exclusive management and direction of the concerns of said company, according to the provisions and fulfilments of the objects of this act.

SEC. 19. Be it enacted, That the president and directors of said company shall, and may from time to time make and adopt all by-laws, and ordinances for the government and direction of said company, and the affairs thereof, as the said board may judge necessary, for carrying into effect the provisions of this law; Provided, the same be not repugnant to the laws of this State or of the United States.

SEC. 20. Be it enacted, That all contracts for the purchase and sale of property, or for the payment of mon

ey, signed by the president and secretary of the board of managers shall be obligatory upon the corporation.

SEC. 21. Be it enacted, That whenever a vacancy Vacancies. shall happen in the office of directors, by death or resignation, ceasing to be a stockholder, it shall be immediately filled up by some person to be chosen from the remaining stockholders by ballot, by the other directors, to continue in office until the next regular election.

SEC. 22. Be it enacted, That the president and directors shall have power to purchase and hold, on behalf of said company, in fee simple, or otherwise, such lands. and real estate suitable for the erection of the necessary buildings, and other works, for the accomplishment of their undertaking, as they shall judge proper, not exceeding thirty thousand acres; to prepare or procure, adopt and execute such plan or plans as they shall deem most advantageous and effectual, for establishing and carrying on milling and manufacturing, and grinding of corn, wheat and other grain, and to have power to erect steam saw mills or water mills for sawing lumber, grain, &c., in the counties of Obion, Gibson and Dyer; and also to build and purchase steam or other boats, horses, mules, negroes, and all other property which may be necessary for the business, and agreeable to the object and provisions of this Act; and to sell and dispose of all grain they may grind, and lumber they may saw, and other property they may acquire by virtue of this Act, agreeably to the object and provisions of this Act; to appoint and remove at their pleasure the secretary, superintendents, agents, or other officers, necessary for carrying on the business of said company, and to fix their compensation, to make such contracts for labor, materials, engines, and machines, and all such purchases of land, tenements or hereditaments in fee simple or otherwise, as they shall judge necessary for the legitimate objects of said company, also to contract for and obtain on behalf of said company, all such privileges, permissions, rights and advantages of every kind and nature, whatsoever, as shall in their judgment become necessary for said objects, and all the lands, tenements, hereditaments, materials, engines, machines, privileges, permissions, rights and advantages to sell again, let, hire or otherwise dispose of in whole or in part, for the benefit of said company, in such manner and on such terms and conditions as shall at the time appear to them most advantageous; and all proper and needful conveyances, assurances, contracts and deeds therefor, to make and execute, to receive, use, dispose of, and employ for the purposes aforesaid