1839 Dividends. Not to issue bills, or engage in banking. be agreed upon by the parties, upon buildings, furniture, machinery, goods, wares, and merchandize, of every description, against fire, in town or country; and, also, to make all kinds. of insurance, on every description of property, transported by land or water, within the United States; and, likewise, to make insurance on lives, by sea, or water, or on shore; and to contract for, grant, and sell, annuities; and to make all kinds of contracts in which the casualties of life or property are involved: and every such contract, bargain, agreement, or policy, to be made by the said corporation, shall be in writing or print, and shall be signed by the President, and attested and signed by the Secretary or Clerk, who may be appointed by the President and Directors for that purpose. SEC. 7. It shall be the duty of the President and Directors, on the first Mondays of December and June, in each and every year, to make a dividend of so much of the profits of the said corporation, as to them, or a majority of them, shall appear advisable; and in case of any loss or losses, whereby the capital stock of the corporation shall be impaired or lessened, no subsequent dividends shall be made, until a sum equal to such diminution, and arising from the profits of said corporation, shall have been added to the capital. SEC. 8. The said corporation shall not issue notes or bills of credit, nor in any manner engage in the business of banking, otherwise than in receiving money on deposit, and re-loaning the same, according to the provisions herein provided; nor shall said corporation commence business, or grant any policies Not to commence business of insurance, until forty thousand dollars are subscribed and until $40,000 paid for, or secured to be paid as provided for in the second section. So much of the capital stock of said company as may not be permanently invested may, at the discretion of the Capital stock may be loaned President and Directors, be loaned on promisory notes, at a discount not exceeding that authorized to be made by the banks incorporated by this Commonwealth, and at no greater rate of discount, without a forfeiture of the whole debt. are subscribed. out. surance to be SEC. 9. That whenever said corporation shall be notified of The amount any loss sustained or incurred on any policy of insurance of losses on in- granted or issued by the same, it shall be the duty of said corporation to pay the amount so lost or incurred, on such policy, within sixty days after being so notified, provided there shall have been no violation of the condition of the policy on the part of the insured. paid. May hold a house for an office, &c. SEC. 10. That said corporation shall have power to purchase and hold a house and lot for an office, and to take and sell all such goods as they have insured, and which may be abandoned to the company; and such goods and chattels as may be useful and convenient for their business. Approved February 16, 1839, CHAP. 1224.-AN ACT to incorporate the Blue Lick Hotel and Water Com pany. WHEREAS, experience has shown that the mineral waters, at the Lower Blue Lick, are valuable conservatives and restorative of health: and whereas, it is represented to the Legislature of this Commonwealth, that, for the want of proper and sufficiently extensive and suitable accommodation, large numbers of invalid citizens of Kentucky, as well as citizens of other States, seeking an asylum and health during the sickly season, are prevented from enjoying their benefits, and are, consequently, forced to seek other quarters, in other States, to their disadvantage, and the manifest prejudice of Kentucky interests, capital, trade, and social connexions-for remedy whereof, 1839 SEC. 1. Be it enacted by the General Assembly of the ComComp'y shall monwealth of Kentucky, That a company shall be formed by be formed. the name and style of the Blue Lick Hotel and Water Company. SEC. 2. That the object of said company shall be the erecting such buildings, making such improvements, and procuring such accommodation, as may be necessary for the promotion and preservation of the health, comfort, and amusement of travellers and visitors to said waters. The object. SEC. 3. That the capital stock of said company shall be fifty thousand dollars, to be divided in one hundred shares of five Capital stock. hundred dollars each. SEC. 4. That the subscribers for the stock of said company shall be a body corporate, with perpetual succession, to have all the privileges and franchises incident to a corporation for a special purpose, and shall be capable of holding their capital stock, and the increase and profits thereof, and enlarging the same, from time to time, in such manner and form as they shall think proper, (if such enlargement shall be necessary to carry out and fulfill the object and intent of this act ;) and of purchasing and holding, to them, and their successors, and assigns, forever; and of selling and conveying, in fee simple; and to rent or lease the same, such lands, tenements, hereditaments, and estate, not exceeding five hundred acres, as may be necessary to them in the legitimate prosecution of their business; and of purchasing and holding of such goods, chattels, and effects, as may be necessary and convenient for the improvement of the grounds; the erection and furnishing a hotel, and such other necessary and appendant buildings, as such an establishment may require; and the same to sell, grant, lease, or otherwise dispose of; to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in courts of record, or any other place; and, also, to make, have, and use a common seal, and the same to break, amend, or alter, at pleasure; and, also, to ordain, establish, Corporate powers. 1839 managers to be ly. and put in execution, such by-laws, ordinances, and regulations, as shall seem necessary and convenient for the government of said corporation, not being contrary to law and this act; and, generally, to do and execute all and singular such acts, matters, and things, as a corporation for particular purposes may rightfully do. SEC. 5. For conducting the affairs of said corporation, there Psesident & shall be a President and four Managers, chosen annually, by chosen annual- the stockholders, at a general meeting, to be held at the Lower Blue Lick, on the first Monday in March, of each year, at some place to be designated by the stockholders at their eral meeting: provided, that the first election of President and Managers, shall not be included in the said regulation; but shall be held in a manner hereafter pointed out in this act: and provided, also, that in case it shall happen that an election of President and Managers shall not be made, when, pursuant to this act, it might have been done, the said corporation shall not be dissolved; but it shall be lawful, on any other day, to hold and make an election of President and Managers, at such time and place as the President and Managers before last chosen, shall direct, not inconsistent with this act; and the President and Managers before last chosen, shall continue in office until such new election shall be made; and in case of the death, resignation or absence of the President, or any manager, his place shall be filled by some person elected by a majority of the remaining members of the board. Vacancies. Stock-how voted. Board of managers. SEC. 6. In all elections by the stockholders, each share shall entitle the owner to one vote. No person who is not a stockholder, shall be eligible to the office of President or Manager; and every President or Manager shall vacate his office, by ceasing to be a stockholder; and in all elections, the stockholders may vote in person, or by attorney, duly authorized. SEC. 7. The President and Managers thus chosen, shall constitute a Board of Managers, any three of whom shall form a quorum for the transaction of business, and shall have power Their powers and duties. to appoint agents, officers and servants, under them, for executing the business of the corporation, and shall allow them such compensation as shall be reasonable and agreed upon; but no compensation shall be given to the President and Managers, unless it shall be allowed by the stockholders, at a general meeting; and the President and Managers shall have power, for the time being, to make, revise, alter, or annul, such rules, orders, by-laws and regulations, for the government of said corporation, its agents, officers and servants, as they, or a majority of them, from time to time, shall deem expedient. Property allowed to hold. SEC. 8. The said corporation shall not be allowed to hold any real estate, which shall not lie within two miles of the Lower Blue Lick, other than such as may be, in good faith, mortgaged or conveyed in trust, by way of security. SEC. 9. The stock in said company shall be assignable only on the books of the company; and shall, to all intents and pur poses, be considered real estate; but no stockholder shall be relieved from the payment of his stock, by assigning it to another; nor shall any stockholder be entitled to a dividend or vote on his stock, whilst he is any thing in arrears, due and unpaid thereon. gers. 1839 Annual re SEC. 10. The President and Managers shall report to the stockholders, at their general meeting, on the first Monday in port of manaMarch of each year after the first, the situation of the company; the amount of money received; from what sources received; an account of their expenditures, and for what purpose expended; whereupon the stockholders shall make such dividend, arising from the rents and profits of the corporation, as they may think proper; which report of the President and Managers, together with the proceedings of the stockholders, shall be put upon record, upon the journal of the proceedings of the President and Managers of said corporation. share Dividends. Books of sub Comr's to open books. SEC. 11. That a book for subscriptions in the capital stock of said company, shall be opened at the Lower Blue Lick, on scription for the first Monday in March next, under the direction of John stock. Throckmorton, Daniel P. Bedinger, David Ballingal, Thomas Y. Brent, Joseph M. Bedinger, Larkin Sandige, Francis T. Hord, and Dr. William T. Taliaferro, or such of them as may assemble, and agree to act; which commissioners shall procure a book, in which each subscriber shall enter his subscription for stock, as follows, viz: I do hereby agree to take or shares, as the case may be, in the stock of the Blue Lick Hotel and Water Company, and bind myself to pay to the Treasurer of said company, the sum of five hundred dollars, for my said share, (or each of my said shares, as the case may be,) in such manner and proportion, as the President and Managers of said company shall direct. Witness my hand, this day of in the year of our Lord, eighteen Which said book shall be kept open for the term of six weeks, under the direction of such person as the commissioners shall appoint to receive subscription, unless the amount of one hundred shares, or fifty thousand dollars, shall be well and truly, and in good faith subscribed for, before the expiration of that time; but shall be closed at any time, when it is ascertained that the amount of fifty thousand dollars, or one hundred shares are subscribed for; but upon the subscription of forty shares or twenty thousand dollars being subscribed for, it shall be the duty of the acting commissioners to give three weeks notice to the subscribers, through the newspapers printed in Maysville and Paris, of the fact, and appoint a day for the election of a President and four Managers, from among the stockholders; but should the sum of twenty thousand dollars not be subscribed for in six weeks, the commissioners may continue said book open for a longer period, and also open books, at such other points as they may think proper, until the amount of twenty thousand dollars shall be subscribed, and the company formed by electing their President and Managers, 1st election. 1839 which said election shall take place under the supervision of the commissioners, or a majority of such as choose to act, in whose presence the stockholders, who have subscribed, may meet, upon a day duly appointed, and advertise, as aforesaid, and choose a President and four Managers, to serve until their successors are duly elected, under the provisions of this act; and the person having the highest number of votes for President, shall be duly elected; and the four persons having the highest number of votes for managers, shall be duly elected; and the President and Managers, so elected, shall meet, at some convenient day thereafter, to be appointed by them, and organize their board, by the appointment of a Secretary, Secretary. who shall keep a record of all the proceedings of the board, and by the appointment of a Treasurer, from whom they shall take a bond, with sufficient security, for the faithful discharge of his duties, both of whom shall be removable at the pleasure of the board. Organization of board. stock. Calls on SEC. 12. It shall be lawful for the President and Managers to make calls, from time to time, on the stock subscribed for, but no installment shall be called for, amounting to more than ten per cent. on the stock subscribed, which installments may be required to be paid at the end of every sixty days, until the whole amount of stock subscribed for is paid in; and should any stockholder fail to pay any installment for the space of one month, after it shall have been called for and become due, he shall, in addition to said installment, be bound to pay, at the rate of one per cent. per month, for the amount due and unpaid, from the time said installment fell due until paid; and if any stockholder shall fail to pay such installment or installments, for the space of six months, after the same shall have been called for, and fallen due, it shall be lawful for the President and Managers to forfeit, for the use of the company, such sum or sums as may have been paid on such share: provided, however, that no call shall be made without giving at least thirty days notice, in some authorized newspaper, published in Maysville and Paris: and, provided, moreover, that the President and Managers shall have it at their option to forfeit the amount paid on said stock to the company, or pursue and collect their subscription by due course of law. SEC. 13. It shall be lawful for the President and Managers Books may be opened to to open books, at such times and places as they may think increase stock. proper, for the residue of their stock, not subscribed for; and when necessary to increase their stock not subscribed for, and when necessary to increase their stock, not however to increase their stock to exceed in all two hundred shares, subject to such rules and regulations as they may prescribe. Service of process on com pany. SEC. 14. In all suits instituted against this corporation, service of the process on the President and Secretary, shall enti tle the plaintiff to judgment, by default, at the first term, if they shall fail to appear and answer to such suit; and it shall not, in all cases, be necessary to show a contract, under seal of |