1839

other copies that is now by law authorized to be issued and certified by said Register.

Approved February 23, 1839,

CHAP. 1387.-AN ACT to amend the charter of the Louisville and Elizabethtown Turnpike Road Company.

Be it enacted by the General Assembly of the Commonwealth of Kentucky, That the Boatd of Internal Improvement be, and they are hereby, directed to subscribe for an additional amount of stock in the Louisville and Elizabethtown Turnpike road Company, at the rate of two dollars on the part of the State, for one taken by private individuals: provided, that so much may be necessary to complete said road from Louisville to the mouth of Salt river; and the charter of said Company is hereby so amended as to authorize the President and Directors to make a covered road, instead of a McAdamized road: provided, that the Board of Internal Improvement shall assent thereto.

Approved February 23, 1839.

names.

porate powers.

CHAP. 1388.--AN ACT to incorporate the Bowlinggreen Life, Fire and Marine
Insurance Company.

SEC. 1. Be it enacted by the General Assembly of the ComCorporators monwealth of Kentucky, That Jacob Vanmeter, Chasteen J. Dunavan, Thomas Quigley, John B. Helm, George W. Howarth and Robert Davis, with those who shall hereafter become stockholders as hereinafter directed, shall be, and they are hereby, created and made a corporation and body politic, by the name and style of the President and Directors of the Name and Bowlinggreen Fire, Life and Marine Insurance Company, style and cor- and as such shall continue until the first day of January, eigh teen hundred and seventy, and by that name are hereby made. capable and able, in law, to have, to purchase, receive, possess, enjoy and retain, to themselves and their successors, lands, tenements, rents, hereditaments, goods, chattels and effects, to an amount not exceeding, in the whole, three hundred thousand dollars, and the same to sell, grant, demise, alien and dispose; also, to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in all courts of law and equity in this Commonwealth or elsewhere; also, to make, have, and use, a common seal, and the same to break, alter, or renew, at pleasure; also, to obtain, establish, and put

în execution, such by-laws, ordinances and regulations as shall be deemed necessary and convenient for the government of said corporation, which may not be contrary to law; and generally to do and execute, all and singular the acts, matters, and things, that a corporation may rightfully do in the premises.

1839

Capital how taken, subscribed and paid.

SEC. 2. The capital stock of said company shall be three hundred thousand dollars, in three thousand shares of one hundred dollars each, and the persons named in the first section of this act, or a majority of them, shall open books for subscription of the stock in said company, and at the time of subscribing they shall have a right to demand and receive five dollars on each share, and have secured the residue to the satisfaction of the corporation, payable in six months, which obligations may be renewed, from time to time, either for the whole or such part thereof as the President and Directors may determine; and it shall be the duty of the President and Directors to give at least thirty days' notice of any call that they may deem it expedient to make, and in case of the failure of any stockholder to make such payment, or to meet such call, cr to secure the remainder, as aforesaid, and it shall be lawful for the President of calls. and Directors to sell such delinquent shares and transfer the same to the purchaser, or declare them forfeited to the company, together with all previous payments thereon; no transfer of stock shall be deemed valid and complete, so long as the person transfering the same shall be indebted to the said company, until the amount for which he is indebted is secured to the satisfaction of the President and Directors; and the stock of every stockholder shall be held as collateral security for the payment of whatever sum he may be indebted to said company by note, for stock, or otherwise.

May be forfeited or sold for nonpayment

President &c, to be elected, when and by whom.

SEC. 3. The corporators named in this act, or any two of them, shall, after a sufficient number of shares of stock has been taken, paid, and secured to be paid, as aforesaid, give a public notice for a meeting of the stockholders to choose a President and four Directors; and the said corporators shall be inspectors of the first election of the President and Directors, and shall certify under their hands the names of those duly elected, and deliver over the subscription books, money and notes, to the President and Directors; and in case of the death, or resignation, or removal from the county of Warren, or resignation of any President and Directors, such vacancy or vacancies shall be filled, for the remainder of the year how filled. wherein they may happen, by the Board of Directors; and in case of the absence of the President, the Board of Directors shall have the power to appoint a President pro tempore, who shall, for the time being, have the power and functions of the President.

Vacancies

When anua

be held.

SEC. 4. After the first election, the annual election for President and Directors shall be held on the first Monday in Jan- al elections to uary, in each year, at the office of the company, or such other place in Bowlinggreen as the President and Directors may ap

1839

point, and the President and Directors elected shall continue in office until their successors shall be elected.

SEC. 5. The stock of said company shall be transferable,

Stock tans and shall be considered as personal property.

ferable.

SEC. 6. In the election of President and Directors, and for Qualification deciding all questions in general meetings of the stockholders, of directors &c. each share shall entitle the holder to a vote; no person shall and how stock be eligible to the office of President or Director, unless he be may be voted the owner of at least four shares, and he or they shall vacate

on.

appointed.

the office by ceasing to be a stockholder to the number of shares aforesaid; and no stockholder shall vote at any election for President and Director, after the first election, unless the share or shares which he or she may represent, shall have been standing in his or her name on the books of said corporation for at least one month previous to such election; and shares may be voted on by executors or administrators of the deceased member, or by proxy.

SEC. 7. That the President and Directors, for the time beOfficers to be ing, shall have power to appoint such officers and agents under them, and at such places, as shall be necessary for executing the business of said company, and to allow such compensaTo give bond. tions as may be agreed upon, and to require and to take bond and security for the faithful discharge of their respective duties and trusts; and the said President and Directors shall have power to make by-laws and ordinances, to govern the corporation, and may repeal, alter and amend them; and the President and two Directors shall constitute a quorum for the transaction of business, or three Directors, without the President, one of whom shall be chosen President for the time being.

By-laws.

on what insu

made.

SEC. 8. That the President and Directors, for the time beRate of-up- ing, shall have power and authority, in the name of the comrance may be pany, to make insurance at such rate of premium or interest as may be agreed upon by the parties, upon buildings, furniture, machinery, goods, wares, and merchandise, of any description, against fire in town or country; and, also, to make all kinds of insurance of 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 signed and attested by the Secretary, or Clerk, who may be appointed by the President and Directors for that purpose.

SEC. 9. It shall be the duty of the President and Directors When and on the second Mondays of January and July, in each and ev. how dividends ery year, to make a dividend of so much of the profits of the may be declar- said corporation as to them, or a majority of them, shall appear advisable; and in case of any loss or losses, whereby the cap

ed.

ital stock of the corporation shall be impaired or lessened, no subsequent dividend 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.

1839

Not to issue

SEC. 10. That said corporation shall not issue notes or bills of credit, nor in any manner engage in the business of bank- notes or bills. ing; nor shall said corporation commence business, or grant any polices of insurance, until one thousand shares are subscribed and paid for, or secured to be paid, as provided for in the second section.

SEC. 11. That whenever said corporation shall be notified of any loss sustained, or incurred on any policy of insurance granted or insured by the same, it shall be the duty of said corporation to pay the amount, so lost or incurred on such policy, within ninety days after being so notified: provided, there shall have been no violation of the condition of the policy on the part of the insured.

When insurance to be

paid in

loss.

cases of

Property,

SEC. 12. That the whole of the stocks, together with all property, rights, and credits, belonging thereto, shall be liable stock, &c. liaand answerable for the demands against said company, and no stockholder or member of this company shall be answerable in his person or individual property beyond the stock owned by him at the time of any loss or liability incurred by said

company.

Transactions

SEC. 13. The said President and Directors shall keep full, fair, and correct, entries of their transactions, which shall be subject to inat all times open to the inspection of the stockholders.

spection.

SEC. 14. That the President and Directors may call a Meetings of meeting of the stockholders for any purpose of the affairs stockh'ers may of the institution, giving at least two weeks notice there- be called, &c of in any newspaper printed in Bowlinggreen; should it happen, from any cause whatever, that the annual election of Directors should not take place upon the day in the year as before mentioned for that purpose, the said corporation, for that reason shall not be dissolved, but such election may be lawfully held on such convenient day thereafter as may, for that purpose, be fixed on by the President and Directors, they causing ten days public notice of the time and place thereof to be given.

may be made

SEC. 15. That all policies of insurance, or contracts, which How and by whom policies. may be made or entered into, and signed and subscribed as provided for in the eighth section of this act, shall be binding and executed. and obligatory on said corporation, without the seal thereof, according to the tenor, intent, and meaning, of such policies or contracts; and such policies or contracts may be so signed, and the business of said corporation may otherwise be conducted and carried on, without the presence of a Board of Directors, by assistant, agents, officers, or committees, to be appointed for that purpose; and the acts of such assistants, agents, officers, or committees, if done under, or in conformity of, the

1839

by-laws of the corporation, shall be binding on it to all intents and purposes.

SEC. 16. The number of Directors may be increased, from time to time, to any number not exceeding eight, whenever the stockholders shall so desire and determine by a'majority of their votes, given at some regular or called meeting; and the legal guardian of any infant stockholder may vote upon and represent the stock held by such infant.

SEC. 17. That it shall be the duty of said company, by its Statement of President, to make out, on oath, in the month of October, in affairs to be each year, a report of the affairs of said company, showing made out an- the amount of its business, its liabilities, and its means, of evnually. ery description, and have the same recorded in the County Court Clerk's office for Warren county.

Tax to be

SEC. 18. That the capital stock of said company shall pay an annual tax into the Treasury of this Commonwealth of paid on shares. twenty five cents on each and every share; and it shall be the duty of the President of said company to list the same for taxation. SEC. 19. The Legislature of this Commonwealth shall have Reservation. power to alter or abolish this charter whenever they may think proper so to do.

Approved February 23, 1839.

CHAP. 1389.-AN ACT for the benefit of Ambrose Wickershain.

WHEREAS, it is represented to the General Assembly of the Commonwealth of Kentucky, that Ambrose Wickersham, late a contractor upon the Georgetown and Paris Turnpike road, hath sustained great loss in the construction of section thirteen of said road, in the county of Scott, resulting from the unexpected character and description of rock excavated by him, in making that part of said road, not known or anticipated, either by the said Wickersham or the said Turnpike Company, at the time he contracted to construct the samewherefore,

SEC. 1. Be it enacted by the General Assembly of the ComEstimate of monwealth of Kentucky, That the Board of Internal Improve loss to be made ment are hereby authorized and directed to cause an estimate by Board Int. to be made of the loss sustained, if any, by said Wickersham, Imp. in the construction of section thirteen of the Frankfort, Georgetown and Paris Turnpike road, in Scott county, and which resulted from the unexpected character and description of rock excavated by him, and which was not known at the time he contracted to do said work.

SEC. 2. That if Board of Internal Improvement shall approve the estimate so directed to be made, they are hereby auAm't to be thorized to pay to the said Wickersham one half of the amount thereof out of the Internal Improvement fund of the State.

paid out Int. Imp. fund.