Duty of directors, &c. appoint them, shall immediately convene a meeting of the stockholders, at some convenient place in the town of Port Gibson, by giving at least ten days notice thereof, by advertising in the newspapers in said town, for the purpose of electing five directors, for the management of the affairs of said corporation, and the election of said five directors, shall then be made by said stockholders under the superintendence of the said commissioners, or a majority of them; which directors, thus elected, shall continue in office until the first Monday in January succeeding their election, and until their successors shall be elected, and afterwards, an annual election of directors, by the qualified stockholders, shall be held at the office of said company, or some other convenient place in the town of Port Gibson, on the first Monday in January, in each succeeding year; and the directors thus elected shall continue in office for the year ensuing the election, and until other directors shall be elected; and the board of directors shall at their first meeting after their election, elect one of their members to be president, who shall hold his office for the same period of time for which the directors are elected: Provided always, That in case it should happen that an election of directors, or an election of the president should not be so made as to take effect, when in pursuance of this act it ought to take effect, the said corporation shall not for that reason be deemed to be dissolved, but it shall be lawful at any other time to make such election, and the manner of holding the election shall be regulated by the by-laws of the corporation: And provided also, That in case a vacancy by death, resignation, or non-acceptance of a director, the vacancy shall be supplied by the board of directors; and in case the president, at any time, shall be absent, or unable, from any cause, to discharge his duties, the said board shall, during such time, supply his place by appointing from themselves, for the time being, a president. SEC. 7. Be it further enacted, That the directors shall Power to have power to appoint such officers, clerks, and agents as may be necessary for conducting and executing the officers, &c. business of said corporation, and to allow reasonable compensation for their services, and to discharge for good clerks, cause, and to establish such by-laws and regulations as they shall deem necessary and convenient, for the government and advantage of said corporation, not contrary to the laws of this state, nor to the constitution of the United States, or of this state. SEC. 8. Be it further enacted, That if said capital stock shall not be entirely subscribed, while the subscriptions Should the therefor shall be kept open by the aforesaid commissioners, whole of as directed in the second section of this act, the directors be not subscribed, shall, as soon as by them may be deemed expedient, open a books may book at the office of said company, for the subscription of opened. the remaining unsubscribed stock, giving at least two weeks previous notice thereof by advertisement, printed in the newspapers, in the town of Port Gibson, under such regulations as said board shall adopt. be re &c. SEC. 9. Be it further enacted, That the following rules, restrictions, and regulations shall form and be fundamental Rules, rearticles of the constitution of said company: first, each strictions, stockholder shall be entitled to one vote for each share he may hold: Provided, that no individual, co-partnership, or corporation shall be entitled to a greater number of votes than one hundred; second, in all votes and elections by the stockholders, they may vote by proxy; but no stockholder shall, after the first election, vote on any shares of stock transferred to him within sixty days of the time of voting; third, no person shall be capable of being elected a director of said company, who is not a stockholder, and a citizen of this state; fourth, no insurance shall be made by the company, until the securities which are to be furnished by the subscribers, in pursuance of the fifth section of this act, shall have been received and accepted by the board of directors; and any stockholder failing to furnish the requisite security, shall forfeit his stock, and the same shall be sold by the company, on his account, and at his risk; fifth, mortgages taken by said board as security, shall be recorded in the county where the mortgaged estate shall lie, at the expense of the mortgagees, and shall, from the time the mortgage is lodged with the clerk of the proper county for record, be a living and valid lien in favour of said company, like other mortgages; sixth, the board of directors, at the Rules, re- request of a stockholder, may change the security for the strictions, amount of the unpaid subscription as aforesaid, by taking &c. such other securities as herein before provided for, as often as to them may seem sufficient: Provided, that the consent of a majority of the whole board shall be necessary for such change; seventh, whenever it shall appear to a majority of the whole number of directors, that the security furnished by any stockholder for the payment of the amount due on his stock, shall have become an insufficient security, such stockholder may be required by said board to furnish additional security, to the satisfaction of said board; and if any stockholder shall, after thirty days notice of such new additional security being required, neglect or refuse to furnish the same, the interest of such stockholder in the stock shall be sold for his benefit, at public auction, and he shall cease to be a stockholder; eighth, notice of the time when any payment shall be required from the stockholders shall be given by the board of directors, by publication thereof, for at least four weeks, in one or more of the newspapers printed in the town of Port Gibson; ninth, the directors shall, at their first meeting, appoint a day for receiving the securities to be furnished by the subscribers, as directed by the fifth section of this act, and shall advertise the same for at least two weeks in one or more of the newspapers printed in the town of Port Gibson; tenth, certificates of payment, and scrip for the stock of said company shall be issued by said board of directors, and delivered up to the stockholders, which shall be assignable and transferable, according to such form as the board may establish; eleventh, all policies of insurance made by said company, shall be signed by the president, and countersigned by the secretary, and shall have the same effect as if under the seal of the company, and all renewal of policies, as well as all contracts and conveyances of said company, shall be executed in the same manner, and have the like force and effect; twelfth, the said company shall be authorized to loan their money, capital, and all their surplus funds at legal rates of interest, and to invest the same in bank or other stock; thirteenth, halfyearly dividends shall be made of so much of the profits of said company as the board of directors shall deem advisable; &c. but the moneys and notes received for premiums on risks, Rules, renot determined at the time of making the dividend, shall strictions, not be deemed as forming a part of the profits; and in case of any loss, whereby the capital stock of said company shall be lessened, no subsequent dividend shall be made, until such diminution shall be covered by the profits, and the first division of profits shall not be made until six months after the first election of directors; fourteenth, any three of said directors shall constitute a quorum to transact the ordinary business of said company, unless in cases requiring a greater number by the provisions of this act; fifteenth, the said stockholders shall not be responsible for losses beyond the amount of stock by them respectively holden and unpaid to said corporation; sixteenth, said company shall not exercise any banking privileges, nor shall they deal or trade in buying or selling goods, but the said company may dispose of mortgages given to them by way of security, or of stock pledged for security, or of property or effects conveyed to them in satisfaction of debts previously contracted, or purchased at public sale upon judgments or decrees, by them obtained, or of any property, chattels, or effects which may have been abandoned to them for or concerning insurance as aforesaid; seventeenth, the real estate which it may be lawful for said company to hold, shall be such as may be necessary for the convenient transaction of their business, or such as shall have been mortgaged to the company as security, or which may be transferred to them in payment of debts previously contracted, in the course of their dealings, or purchased at sales on judgments or decrees obtained for such debts: eighteenth, once every year, or oftener, if thereto required by a majority of the stockholders, for their information, at a general meeting convened for that purpose, a full statement of the affairs of said company shall be exhibited; nineteenth, the president shall have power to convene special meetings of the directors, and the directors may at any time convene a meeting of the stockholders, by advertising in the Port Gibson newspapers; twentieth, the secretary and other officers of said company may be required by the board, to furnish bonds with sufficient security, for the faithful discharge of their respective duties; twenty Act to be first, the president may receive such compensation of the stockholders, as a general meeting representing a majority of the shares of stock shall establish. SEC. 10. Be it further enacted, That this act shall be deemed a public act, and as such received in all courts of deemed a justice, and elsewhere; and the same may be given in evidence, without being specially pleaded. public act. Books &c. subject to inspection. To take effect. SEC. 11. Be it further enacted, That all the books, of accounts and records, and the affairs of said company may at any time be inspected and examined, by a committee, or agent appointed for that purpose by the legislature, and said committee, or agent, shall also be allowed to examine the affairs and agents of said company, on oath, and report to the legislature such information as may be proper and expedient. SEC. 12. Be it further enacted, That this act shall take effect, and be in force from and after the passage thereof. Approved, February 2, 1838. Rights & privileges. Joint powers. AN ACT granting certain powers and privileges to the officers of organized religious societies within this state. SECTION 1. Be it enacted by the Legislature of the state of Mississippi, That hereafter, when any body of people shall organize themselves as a religious sect, and shall establish a place of worship, it shall be lawful for the officers of such body so organized, or of such trustees as shall be duly elected, or appointed by said body, to receive by gift, grant, or purchase, any lands, tenements, or other property for the use and benefit of said body, or their successors, to be used and enjoyed by them, so long as they or their successors shall continue to worship at such place so established. SEC. 2. Be it further enacted, That the officers or trustees of any regularly established church in this state, shall have joint powers to sue and be sued, plead and be impleaded in the name of the particular church of which they shall be officers or trustees, and shall have power to transact all legal business, touching the interest of their |