SIMON SNYDER, Speaker of the Houfe of Reprefentatives. ROBERT WHITEHILL, lspeaker. of the Senate.

Transcription

1 ~t :39 ±3 owning or poffeffing land bit laid Creek, -fhali cot of pcrfon, have libeny to ereft any darn 1 ~or dams, adq(s the fame, agreeably, and fubje& to all the re- An Laid creek. ftrietions, and provifions of an A& of the Genesal Affembly of this Commoifwealth, pawed the twenty-third day qf Ma, ch,. one tmufand eight hundred and three, entitled An A~,to authorife any. perfon or perfous, owning lands adjoining navigable firearns of watt~r~decla- red public Highways, to ere& dams - ürion fuch ifreams for Mills and other water works. SIMON SNYDER, Speaker of the Houfe of Reprefentatives. ROBERT WHITEHILL, lspeaker of the Senate. AnkovEn the thirtieth day ci January, in the year of our Lord one thoufand eight hundred and four. - THOMAS M KEAN, Governor of the Commonwealth of Pennfykania. CHAPTER XIX. An ACT to. incorporate Th~ Union infurance Company of Philadeiphics. WHEREAS, an affociation of citizens hath heretofore been formed in th& city of Philadelphia, under the title of The Union In- f~irancecompany of Philadelphia, for the purpofe of making infurances upon maritime and other rifques, and the obje& and operation of the laid affociation meriting legiflative en~ couragement

2 I~~ 9 ~bst~rajernehi ~hdraid~.inafmiich as they are culated to promote the fecurit7 and Independence, a well as -to 4allevxate the misfortunes -and loffes of cothinerce and navigation: rrhere fore to faci]itate the tranfaetions of the laid affociation by the aid of an a& of incorporation, Se&ion u - Be it enat2ed by the Senate and Houje of RE~refentati-vesof the Commonwealth of Penrfylvania; - in General 4/Jembe y met, and it is hereby en at/ed by the authority of the fame; That The memtiers all and every the perfons who {hall, at the time of the p~tilingof this a&, be members of the ny incorpo- faid affociation, called -The Union InSurance ratc& Company of Philadelphia, and proprietors of the capital frock-thereof, thai! be, and they are hereby created and declared to be one body Nama & ~,ow- politic and corporate, by tl3e name, flue and title ers of the cot- of The Union Thfurance Company of Philayoratlou. delphia, and-by tl~efrme name--thall hay? perpetual fuceeflion, and thall ke able to fue and be fued, implead and be imp1e~ded,in all courts of record or elfewhere, and to purchafe, receive, have, hold and enjoy to them and their fucceffors, lands, tenements and hereditantents, goods and chattels, of what nature, kind or quality foever, real, perfona~or mixed, or chofes in action, and the fame, from time to time, to fell, grant, demife, alien or difpofe of: Provided, That the clear yearly income of the laid real ef- tateiliall not, at ahy ütne, exceed the ibm often thoufand dollars; and aifo to make and have a common feal, and the fame jo break, alter and renew at p~leafurej md alfo to ordain, eftablilh and put in e*ecution fuch bye-laws, ordinances and regulations, as thall appear ncceffary and convenient for the government of the laid corporation, not being contrary to the conflitutioñ thereof, or to the laws of the United States or of this Commonweath4 and generally to do all and

3 Ii ~ - -1: aid -Ongular the matterr and thiqgs which to rheni it thall lawfully appertain to do for the - well4being of the laid corporation, a~dthe due i~anagementand ordering of the affairstthereof. Sec. ~. And be it further cnahed by tfe an-- shority aforefaid, That all the joint ftock, and all All the ellate, other the effate, real, perfonal and mixed, and all the fecurities, dues, claims ahd demands, and the aftociation all- the records, books, papers, vouchets and ~ other documenfs whatfoever, in any wife be- transferred to longing to,: or held and claimed by the Laid affociation of citizens at the time of the paffingan the conof this act, thall be transferred to and vefted in ~Is~ cflg2gethe Laid corporation of The Union Infurance the former Company of Philadelphia, hereby.created,~~ as abfolutety and completely, to all intents and ter. purpofes 2 as the fame refpee±ivelythall then belong to or he held and claimed by the laid affociation of citizens, or by their officers and agents, for their ufe; and alfo all the policies, contracts and other engagements, debts, obligations and affumptions whatsoever of the fáid affociation of citizens, entered into, made, fubfilling, due and payable, or to grow due an~d, payable at the time of the palling of this act, ihahl thenceforth become and be as obligatory and binding upon the laid incorporation of The Union Infurance Company of Philadelphia, hereby created, to all intents and purpofes; as if the fame refpectively had been entertd into, made and contracted by the laid company fubfequent to the incorporation thereof: Provided al-ways neverthelef:, That nothing herein contained thall in any wife be conftrued to impair the obligation of any contract at any time entered into by the laid affociation of citizens. Sec. 3.

4 C 4~ I See. 3 And be it further enacted by the authority aforefaid, That from and after the palling of this act, the following conifitution (hail be deemed the conifitution of the corporation of The Union Infurance Company of Phihadel- phia, hereby created; that is to fay: ARTICLE I- Of the capital Stock and Funds of the Company. - ill. The capital lock of the Union Infurânce Cdmpany of Philadelphia (hall amount to five hundredthouland dollars; it thai! be divided into five thoufand Iharesof one hundred dollars each; to be held by the proprietors thereof at -- the palling of this aft, and to be transferable by them and their affigns refpe&ively, on the terms and in the mannerherein after fpecifled. of the p r- Qd. The ftockholders (ball pay the balance balanceduefor payable for their refpeftive (bares at the periods the refpc&ive and in the proportions following, to wit: Twenty tharet dollars on each (hare on or before the tenth day of July, one thoufand eight hundred and four; and the remainder due on each (bare (ball be paid at fuch tithe and times, and in luch proportion and proportions as the prefident and directors of the company (hall declare and require, giving at leaft thirty days previous public notice. - 3 d. Any ftockholder or ftockholders, his, her or their executors, adminiftrators or aligns, neg- PeTsaItT on lectirig or refufing to pay all or any part of the ~eg3ecting or fum and lums of money payable for his, her or refnfrng to pay the time F t Inch balance at their (hares, in the proportions, and at the time and -times prefcribed as aforefaid, for the payment thereof, (hail forfeit, to the ufe of the company, all the money by him, her or them pre- - - vioufly

5 E 43J vionfly paid, on account of the Ihare or Ihares in payment whereof fuch default Iball be made as aforefaid, together with all right, title, itfte- - reff, emo!ument, profit, claim and demandwhat- - Loever, of, in, to and out of the capital flock and funds of the company, and the profit~çarifing and to arife therefrom, by reafon or oh~àccount of the Ihare or ihares fo forfeited. 4 th. The thares in the -capital flock of the The Ihares company thai! be aulignable and ttansferabie, ac- ude transf& cordipg to fuch rules as the diredors thall make ~ and eftablilh. 5 th. The capital flock and funds of the corn- Row the capi. pany Ihall, from time to time, be veiled in the public fecurities of the United States, or of fome ed. one of them, or in the flock of any incorporated bank or banks effahlifhed at Philadelphia, or in the flock of any other incorporated monied in- Rucution effablilhed and a&ing in Pennfylvania; or may be loaned to the Itate of Peunfylvania, in any fum or fuins not exceeding fifty thoufand dollars, with the approbation of.a m~o1ityof the flockholders convened for that purpofe, or may be loaned on the fecurity of real crate within the city and county of Philadelphia. 6th. the public fecurities aforefaid, and a!l of other evidences of debt or duty, owing and be- transfess. - longing to the faid company, Ihali be transferred to and taken in the name of The Union In- furance Company of Philadelphia. 7th. The direetors of tle company, for the Pusver~of time being, lh~llhave full power and authority, dzreótori. and they are hereby exprefsly empowered and authorifed, from time to time, to fell, difpofe of and transfer, and to caufe to be fold, difpofed VOL. VL G of

6 :c 4~i of and transrerred, all or any- of the public or other fecurities, flocks, or evidences of debt di- - duty, in which the capital flock and funds of the - company thall be invefled as aforefaid, and the proceeds of any fuch lale, difpofition and transfer, to re-inveff in the fame, or in any other of the aforelaid lecurities and flocks, according to the provifions and regulations aforefaid. ARTICLE IL - Of the Organization of the Company. ill. The affairs of the company (halt be ma- - of chooflng haged and fuperintended by thirteen directors, - the diredors to be chofen on the fecond Monday in February, in each and every year; but the directors heretofore chofen by-the affoeiation aforefaid, (ball - be the directors under this act until the feeond - Monday in February, one thoufand eight hundred and five; the directors (ball be ehofen by - a plurality of the votes ofthe ftockholders prefent -~in perfon or by proxy; but; in the former cafe, xio - - flockholdetlhall vote unlefs the flock (ball have flood in his of her own name at leaft three - months preceding the election; and, in the latter cafe~the proxy (hail k derived directly from - the ftockholders owning the (hare o (hares in their own right, for the term aforefaid for which - it is given; ana none -but citizens of Pennfyivania, refident within the (late, (ball be entitled - to vote as proxies; the votes of the ffockholders for directors (ball be given, by ballot; no flockho!der (hail h~vemore than twenty votes, and the votes Thai! be given, received and counted, according to the following ratio, to wit: A ftockholder having four thares, or lefs, (hail have one vote; having five (hares, and not more than nine, (ball have two votes; having ten (hares, and

7 4:5. J ~ and not more than fourteen, (hail have four votes; having fifteen (hares, and not more than nineteen, (ball have fix votes; having twenty (hares, and not more than twenty-fpur, (hail have eight votes; having twenty-five (hares, and not more than tweny-nine, thail haye ten votes; having thirty (bares, and not more than thirty-four, (hall have twelve votes; having thirty-five (hares, and not more than thirty-nine, (hall have fourteen votes; having forty (bares, and not more than forty-four, (hail have fixteen votes; having forty-five (bares, and not more than forty-nine, (bail have eighteen votes; and having fifty (bares, and upwards, (hall have twenty votes. - 2d. There (hall be a general meeting of the of general flockholders holden, at the office of the company, on the fecond Monday in February in ers and their every year; and a number of ftockholders, who p0~~~ 5at Lucia 0 together (hail be proprietors of at leaft one thou- mee 1 ge. fand- (hares, may at any other time call a general meeting of the ftockholdcrs, uppn bufinefs interefling to the company, giving at leaft three weeks previous public notice in two news-papers printed in Philadelphia; the ftockholders pr~fent, or by proxy, (ball decide upon all queftions coming before any general meeting, by a plurality of votes, fubject always to the regulations. herein before fpecifled, in the cafe of the election of directors, a~to votes given by prrncies, and as to the ratio of voting according to the number of (bares; the ftockholders, at their general meetings, may make and ordain all neceflary and lawful rules and regulations for governing and well-ordering the affairs of the compaivy; they (hall fix the, compenfation to be allowed to the pi~efident,or to any of the directors, and they may require, from the directors or any other

8 - ~:46 ] othe~officers of the company, any inform2ition: that they (hail deem ufeful and proper, together with the infpeetion of any books, papers and do- - cuments belonging to the company, with which req uiuition the directors and officers (ball promptly comply. QualWcationc of the dire&- Cfl* 3 d. The directors, at the time of their eke-. tion, (hall be citizens of Pennfylvania, refident therein, and theylhail ferveforoneyearnext enfu- - ing their election, and until other directors (halt be chofen, and- no longer; each director, at the time of his election, and during his continuance as Inch, (hall be the holder of at leaft ten (hares in his own right; at the fit-ft meeting after their Ttnpowered to election, the directors (hail choofe one of thtir nun tber as prefident. and in cafe of the deatht Luppty vacau- refignation or inability of the prefident, or any esoccafioned director, the vacancy (hall be fupplied, by the fignation &c. Board of DireCtors, for the remainder of the intheirnwn period only, during which fuch prefident or director was elected to ferve; the directors for the time being, (befides the other powers herein given) (hall and may appoint Inch officers, clerics and fervants as they may deem neceffary and proper, for tranfaeting the bufinefs of the company, allowing a realbnable compenfation for the fervices of luch officers, clerks and fervants refpetlively; they (hail and may aith exercife all fuchpowers and perform all fuch duties, for the well-governing and ordering of the affairs of the laid company, as the ftockholders, at any general meeting, (ball declare and preicribe; and they (ball prepare and lay before the ftockholders, at each and every general meeting, a full and true ftatement of the affairs of the company. ARTICLE IL

9 1 ~. 1 - ARTICLE - III. Of the Olijefis and Contrail: to which the Capital - ~f the Company Jhall be applied; ill. The prefident and directors (hail have full Of the abjcth of infuraoce & power and authority, in the name and on behalf loaning zooof the company, to make all kinds of marine ney infurance, all kinds of infurarice upon the inland tranfportation of goods, wares and merchandizes, all kinds of infurance againft fire in town or country in this (late, or in any other ofthe United States, and infurances upon a life or lives; and they may auto lend money upon bottomry and refpondentia, and-generally do, tranfact and perform all matters and things relating to the faid objects; fubject always to the regulations and reifrictions herein contained, and to fuch regulations and reftri&ions as the ftockholders (hall, from time to time, devife and prefcribe. - - ARTICLE IV. Of/he permanent Rules for tranjailing the Bujinefi - of the Company. ill The directors (hall meet as a board, and (hail auto divide themfelves into committees ; The Board i - Dire~torsto 0 each committee confifting of at leaft two three- divide themtors; the committees (hall attend, in weekly ro- felve, into - tation, at the office of the company, and, toge- tom3ni:tce; ther with the prefident; (ball have full power and authority to tranlaét the current bufinefs of the company; fubje& always to the provifions contained in thefe articles, to the rules and regula, dons made and eftablithed by the ftoekholders, and to the orders and inftructions of the Board of nrrectors. 2d.

10 [ 49 ~ Of flated and 2d. The Board of fli?e&orä (hail hold hated ocrafional meetings, at leaft once in every fortnight, and ~ occalional meetings whenever fummoned by the prefident; the prefident (ball prefide at all meetings of the Board, and, in cafe of his ficknefs - or neceltary.abfence, hi~place thay be fupplied by any other director, who (ball be appointed by - the Board of DireCtors; a quorum of the Board - (hail confift of five directors, the pi-elident being one, but, in his ablence, the quorum (ball conlift of a majority of the whole number of di rectors; all queftions before the Board (hail be. decided, viva voce, by a plurality of votes of thej directors prefent-, and no vote (hail be recon-: (idered by a frnaller number of dire&ors than. was prefent when the vote was originally taken. - bfdeclarthg thvadcnd~. - 3 d. The directors (hall on the firft Monday in February, and on the firil Monday in Auguft, in each and evcry year, declare a dividend of fo. much of the profits of the company as to them. (halt appear advifeable, and fuch dividend (ball be paid to the refpeetivè ftoèkholders, or to their refpective agents duly empowered, in ten days after declaring the fame; but the monies received as premiums on rifques, which (hail be undeter~ mined at the time ef declaring the dividends refpectively, (hail not be computed as part of the profits of the company. How ml?,, 4 th. In cafe any lofs (hall at any time happen, by which the capital hock of the company (ball iiiitinilbing tle capital. - flock, are to be rcpla~ed. be dirnmnithed, no dividend (hall be made, until the amount of fuch diini ution (hail be replaced and added to the capital; and any prelident and every director confenting to declare, make and pay any dividend, until the diminution is fo re, placed, (ball be accountable for and pay to the company, for their ufe, the amount of the di- - vidend

11 -~491 - vidend deèlarcd and paid in violatioh of the pro- - hibidon aforefaid. See..~. And be it further enatted by the artthority aforefaid, That this act (hall be and con- Limitation oi~ tinue in force until the firif day ofjanuary, which the charter. will be in the year ofour Lord one thoufand eight - hundred and fifteen: Provided, That for the liquidation and fettlement of all the paft tranfactions and accounts of the laid company, the corporate powers thereof (hail be. and continue effeétual to all intents and purpofes. SIMON SNYDER, Speaker of the Horfe of Reprefentatives. ROBERT WHITEHILL, Speaker of the Senate. API ROVED February the fixth day, in the year of our Lord one thoufand eight hundred and four. THOMAS M KEAN, Governor of the Ccmnzonwealth of Pennfyivania. - CHAPTER XX. An ACT to.inccrporate the Phwnix Infurance Company of Philadelphia. WHEREAS an aftociation of citizens bath heretofore been formed in the city of Philadelphia, under the title of The Pho~nix JrLfurance Company of:philadelphia, for the purpofe of making infurances upon. maritime and