Page:Federal Reporter, 1st Series, Volume 5.djvu/751

 KENTON FURNACE KAILROAD & MFG. CO. f. 'M'aLPIN. 739 �fendant EUis the sum of $11,260; that thereal andpersonal property of the plaintiff bas been sold and the proceeds applied to the payment of the debts of the company, but that the same has proved wholly insufficient, and that the corpo- ration still owes about $35,000, and that it ■will require the full amount of the unpaid stock to satisfy the indebtedness. The defendants, answering the petition, in substance say that the capital stock of said company wàs subscribed by E. Bell & Go., 5,000 shares; John "W. Ellis, 2,250 shares; G. A. M. Damarin & Go., 1,875 shares; and by George W. McAlpin, 875 shares; that said company acquiredand became the own- ers of a large and valuable tract of land in Kentueky, con- taining 6,202 acres, in which were valuable ores and mines, and upon which were valuable furnaces and works for the manufacture of iron ; that they carried on the business with profit to the fourteenth day of April, 1874; that prior to that time they had paid 50 percent, of the par value of said stock; that on said day the value of the property of said company, including its undivided accumulated profits, had increased and was in fact worth more than $100,000, the capital stock thereof, and to an amount in excess of the indebtedness of said company ; that on that day, at a meeting of its stock- holders duly held, at which meeting ail of its capital stock was represented, it was by said stockholders unanimously resolved, in consideration of the said value of the property of said company, to make the capital stock of said company, and the same was so made, a fuUy paid-up stock; and the board of directors of said company were by said resolution directed to carry the same into effect by issuing new certifi- cates of f uUy paid-up stock to the stockholders ; and the said board of directors, at a meeting duly held on said day, by its resolution, duly and unanimously passed in conformity with the resolution of said stockholders, directed the president and secretary of plaintiff to issue new certifieates of fully paid-up stock to the stockholders for the full amount by them sub- scribed as aforesaid on the surrender of their old certifieates, and that new certifieates of fully paid-up stock were accord- ingly issued. ����