Page:United States Statutes at Large Volume 25.djvu/920

FIFTIETH CONGRESS. Sess. II. Ch. 39-1. 1889. 875 corporators named herein. shall be published for not less than fifteen P'°“m*¤¤¤‘>’¤¤°¤¤¤-¤- days in two or more newspapers published in the citv of \Vashington. and no other notice of said meeting shall be recfuired. At the iirst meeting of said incorporators they shall select seven of their number as a board of commissioners of the Wasliington and Western Maryland Railroad Company. Said board of commissioners,. as conimissitmm. soon as practicable after being selected, shall organize by the choice from its members of a president, vice-president, secretary, and treas- 0¤¢¤r¤- urer. _The said board of commissioners shall cause to be opened books in the city of Washiiigton, and to receive subscriptions to the subscriptions m capital stock of said corporation; Provided, That the said board of "°‘j§`.§,;_.,,, commissioners shall first give ten days’ notice of the opening of books N°¤*¢‘¤-U for the subscription to the capital stock of said com any; and a cash payment of ten per centum of all subscriptions shall be made . T°¤hP°*‘ °°¤¤- to be at the time of subscribing, and it shall be receipted for by the treas- m m ' urer of said board of commissioners, who shall be a bonded officer in an amount to be fixed by said board of commissioners; 'and as soon as all of the capital stock of said company shall have been subscribed, and ten per centumlpaid in on the same to the treasurer of said board of commissioners, then the said board of commissioners shall appoint a time and place for the iirst meeting of the subscribers to the stock of said company, and shall give notice thereof in two or more newspapers (published in the city of Washingon, at least five days previous to the ay of said meeting; and such subscribers as shall attend the meeting so called, either in person or by lawful proxy, then and there shall elect by ballot seven directors for said corporation; and at such E*¤¢*i<>¤·>f di¤¤¤<>¤· election each share of said capital stock shall entitle the owner thereof to one vote. The president and the secretary of the board of commissioners, and in the case of their absence or inability, any two of the officers of said board, shall act as inspectors of said election, and ,shall certify under their hands the names of the directors elected at said meeting; and the commissioners, treasurer, and secretary shall then deliver over to said directors all the properties, subscriptionbooks. and other books in their possession, and thereupon the uties of said commissioners shall cease, and thereafter the stockholders shall constitute said body politic and corporate, a11d said corporation shall be deemed to be completely organized and constituted with all the rights and privileges hereby granted. _ Sec. 3. That there shall be seven directors of said corporation, who Duma of diwcwm shall be a board to transact and manage all the affairs of the corporation and exercise all its powers, subject to the control of the stockholders in eneral meeting. A majority of the board shall be a quorum. Tlliey shall be elected annually >y the stockholders in general meetinv, and shall hold their offices for one year and until t icir successors grail be elected and qualified. They shall be stockholders of the corporation. They shall be elected under such regulations and supervision as the board of directors or stockholders shall prescribe after the iirst election. _ Sec. 4. That the board of directors shall elect one of their own President. number as president of the corporation. and his term of shall be the same as their own. and he shall exercise such powers as the board or the stockholders shall prescribe, SEV. 5. That a general meeting of the stockholders shall be held Annual meeting. annually, at such time and place as the by—laws shall prescribe; and a general meeting may also be called at any time and place by the board of directors. at least ten days` notice thereof being given by advertisement in two or more newspapers published in the city ot NK ashin gton. In all elections and in the decision of all questions each stockholder shall be entitled to one vote for every share of stock held bv him or her. A number of stockholders holding a majority of the shares subscribed. and being present in person or i·cprese11‘Ee<l by proxy, shall be a quorum of a meeting of the stockholders. Stock-