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CHAPTER CLXXVII.

An Act to change the time of holding the Circuit Courts in Gibson county.

SECTION 1. Be it enacted by the General Assembly of the State of Tennessee, That hereafter the Circuit Courts for the county of Gibson, shall commence on the third Mondays in March, July, and November, instead of the times now prescribed by law.

SEC. 2. Be it enacted, That this act shall take effect from the day of its passage; and that the next term of said court shall commence on the third Monday in November next; and all jurors, witnesses, and other persons, who have been, or may hereafter be summoned to attend said court on the first week in November, are required to give due attendance on the third Monday in said month, under the penalties prescribed by law in like cases; and the clerk of said court shall have power, on the first Thursday after the first Monday in said month, to take recognizances of all persons bound to appear at said court, or to enter a forfeiture as prescribed by the existing laws; and said recognizances shall bind the parties to appear at the term of the court as herein established.

LANDON C. HAYNES, Speaker of the House of Representatives. JOHN F. HENRY,

Passed October 20, 1849.

Speaker of the Senate.

CHAPTER CLXXVIII.

An Act to amend an Act entitled an Act to incorporate the Montgomery Turnpike Company, and for other purposes, passed 25th January, 1848.

Be it enacted by the General Assembly of the State of Tennessee, That the 5th section of an act entitled an act to incorporate the Montgomery Turnpike Company, passed the 25th of January, 1848, be and the same is hereby repealed.

LANDON C. HAYNES, Speaker of the House of Representatives. JOHN F. HENRY,

Passed February 9, 1850.

Speaker of the Senate.

CHAPTER CLXXIX.

An Act to authorize the formation of Corporations for Manufacturing, Mining, Mechanical or Chenical purposes.

SECTION 1. Be it enacted by the General Assembly of the State of Tennessee, That at any time hereafter, any three or more persons who may desire to form a company for the purpose of carrying on any kind of Manufacturing, Mining, Mechanical or Chemical business, may make, sign and acknowledge before some officer competent to take the acknowledgment of deeds, and have registered in the register's office of the county, and filed in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of State, a certificate in writing, in which shall be stated the corporate name of the said company, and the objects for which the company shall be formed, the amount of the capital stock of said company, the term of its existence not to exceed fifty years, the number of shares of which the said stock shall consist, the number of trustees and their names, who shall manage the concerns of said company for the first year, and the names of the town and county in which the operations of said company are to be carried

on.

SEC. 2. When the certificate shall have been filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, in fact and in name, by the name stated in such certificate; and by that name have succession, and shall be capable of sueing and being sued in any court of law or equity in this State; and they and their successors may have a common seal, and may make and alter the same at pleasure; and they shall, by their corporate name, be capable in law of purchasing, holding and conveying any real and personal estate whatever which may be necessary to enable the said company to carry on their operations named in such certificate, but shall not mortgage the same or give any lien thereon.

SEC. 3. The stock, property and concerns of such company shall be managed by not less than three nor more than nine trustees, who shall respectively be stockholders in such, and a citizen of the United States, and a majority of whom shall be citizens of this State, who shall, except the first year, be annually elected by the stockholders, at such time and place as shall be directed by the by-laws of the company; and public notice of the time and place of holding such election shall be published not less than ten days previous thereto, in the newspaper

Trustees.

printed nearest to the place where the operations of the Elections. said company shall be carried on; and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy. All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in the said company, and the persons receiving the greatest number of votes shall be trustees: and when any vacancy shall Vacancies, happen among the trustees, by death, resignation or otherwise, it shall be filled for the remainder of the year in such manner as may be provided for by the by-laws of the said company.

Contingent Elec

tion

Officers.

Calls of Stock.

toes'

SEC. 4. In case it shall happen at any time, that an election of trustees shall not be made on the day designated by the by-laws of said company, when it ought to have been made, the company for that reason shall not be dissolved, but it shall be lawful on any other day, to hold an election for trustees, in such manner as shall be provided for by the said by-laws, and all acts of trustees shall be valid and binding as against such company, until their successors shall be elected.

SEC. 5. There shall be a president of the company, who shall be designated from the number of the trustees, and also such subordinate officers as the company by its by-laws may designate, who may be elected or appointed, and required to give such security, for the faithful performance of the duties of their office as the company by its by-laws may require.

SEC. 6. It shall be lawful for the trustees' to call in and demand from the stockholders respectively, all such sums of money by them subscribed, at such times, and in such payments or instalments as the trustees shall deem proper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payment shall not be made by the stockholders within sixty days, after a personal demand or notice requiring such payment shall have been published for six successive weeks in the newspaper nearest to the place where the business of the company shall be carried on as aforesaid.

SEC. 7. The trustees of such company shall have Powers of Trus- power to make such prudential by-laws as they shall deem proper for the management and disposition of the stock and business affairs of such company, not inconsistent with the laws of this State, and prescribing the du ties of officers, artificers, and servants that may be employed; for the appointment of all officers, and for carrying on all kinds of business, within the objects and purposes of such company.

SEC, S. The stock of such company shall be deemed

personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company; but no shares shall be transferable until all previous calls thereon shall have been fully paid in, or shall have been declared forfeited for the non-payment of calls thereon; and it shall not be lawful for such company to use any of their funds in the purchase of any stock in any other company.

Stock transferable

SEC. 9. The copy of any certificate of incorporation, Copy of certificate filed in pursuance of this act, certified by the county clerk evidence. or his deputy to be a true copy, and of the whole of such certificate, shall be received in all courts and places, as presumptive legal evidence of facts therein stated.

holders.

SEC. 10. All the stockholders of every company incor- Liability of Flach porated under this act, shall be severally individually Îiable to the creditors of the company in which they are stockholders, to an amount equal to the amount of stock held by them respectively for all debts and contracts made by such company, until the whole amount of capital stock fixed and limited by such company shall have been paid in, and a certificate thereof shall have been made. and recorded as prescribed in the following section, and the capital stock so fixed and limited, shall all be paid in, one half thereof within one year, and the other half within two years from the incorporation of said company, or cuch corporation shall be dissolved.

recorded.

SEC. 11. The president and a majority of the trustees, Certificate to be within thirty days after the payment of the last instalment of the capital stock, so fixed and limited by the company, shall make a certificate stating the amount of capital so fixed and paid in; which certificate shall bo signed and sworn to by the president and a majority of the trustees, and they shall, within the said thirty days, record the same in the office of the county clerk of the county wherein the business of the said company is carried

on.

SEC. 12. Every such company shall annually, within twenty days from the first day of January, make a report which shall be published in some newspaper, published in the town, city or village, or if there be no newspaper published in said town, city or village, then in some newspaper published nearest the place where the business of said company is carried on, which shall state the amount of capital, and of the proportion actually paid in, and the amount of its existing debts, which report shall be signed Annual report to by the president and a majority of the trustees; and shall be published be verified by the oath of the president or secretary of said company, and filed in the office of the clerk of the county where the business of the company shall be car

Dividends.

ried on; and if any of said companies shall fail so to do, all the trustees of the company shall be jointly and severally liable for all the debts of the company, then existing, and for all that shall be contracted before such report shall be made.

SEC. 13. If the trustees of any such company shall declare and pay any dividend when the company is insolvent, or any dividend, the payment of which would render it insolvent, or which would diminish the amount of its capital stock, they shall be jointly and severally liable for all the debts of the company then existing, and for ail that shall be thereafter contracted, while they shall respectively continue in office; Provided, That if any of the trustees shall object to the declaring of such dividend or to the payment of the same, and shall at any time before the time fixed for the payment thereof, file a certificate of their objection in writing with the clerk of the company, and with the clerk of the county, they shall be exempt from the said liability.

SEC. 14. Nothing but money shall be considered as. Company not to payment of any part of the capital, and no loan of money loan to stock-shall be made by any such company to any stockholder

holders.

Penalty for ma

port.

therein; and if any such loan shall be made to a stockholder, the officers who shall make it, or who shall assent. thereto, shall be jointly and severally liable to the extent of such loan and interest, for all the debts of the company contracted before the re-payment of the sum so loaned.

SEC. 15. If any certificate or report made, or public notice given, by the officers of any such company, in king false re- pursuance of the provisions of this act, shall be false in any material representation, all the officers who shall have signed the same, knowing it to be false, shall be jointly and severally liable for all the debts of the company contracted while they are stockholders or officers thereof.

SEC. 16. No person holding stock in any such company as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholder of such company; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in like manner, and to the same extent as the testator or intestate, or the ward or person interested in such trust fund would have been, if he had been living and competent to act, and held the same stock in his own name.

SEC. 17. Every such executor, administrator, guardian