Page:United States Statutes at Large Volume 2.djvu/494



company; and the said board of commissioners, shall, if necessary, adjourn the said meeting from time to time, until a quorum shall be formed; and a majority of the said company, or the proprietors of two thirds of the number of shares actually subscribed for, their legal representatives, successors, or proxies, shall be a quorum to do business; and the said board of commissioners, before opening the said subscription books, shall ascertain and publish, in their said advertisement, a fit and convenient mode of authenticating all powers of attorney authorizing subscriptions to be made in the name of any person or persons; and before calling a meeting of the said company, shall ascertain and publish in their advertisement, a fit and convenient mode of authenticating all instruments of writing authorizing any person or persons, to act and vote at such meeting, as the proxy or proxies of any member of the said company; all which powers of attorney and instruments of writing shall be filed with the clerk of the said company, and by him be safely kept among the records and documents appertaining to his office; and as soon as a quorum of the said company, and a board of directors shall be formed, as aforesaid, all the powers, authority, and duties whatsoever, by this act vested in the said board of commissioners, shall cease and determine, and thenceforward become vested in the directors, for the time being, of the said company, under such limitations and restrictions, as the said company may think fit to prescribe; and the said board of commissioners shall account to the said company, at the first meeting of the same, for all monies received by them or their agents, on account of such subscriptions, and shall immediately pay over the same to the treasurer of the said company, or to such other person or persons, as the said company may direct and appoint: the said company, nevertheless, to allow all just credits for monies actually and necessarily expended by the said board of commissioners, in the execution of their said trust and duties.

. And be it further enacted, That there shall be annually holden, on the first Monday in January, a meeting of the said company, for the purpose of electing five directors, a clerk, and a treasurer; and the said company shall have power, at any meeting, legally called and constituted, in pursuance of this act, to displace any of their directors or officers, and to supply by a new election or appointment all vacancies that may happen among the directors or officers of the company; and the said company shall have power to prescribe and regulate the powers and duties of the said directors, and of all other officers of the company; and a majority of the said directors may, from time to time, elect one of their body as a president, and may provisionally supply, by their own election, any vacancies that may happen among the number of directors, or among any of the officers of the company, and the persons so elected by the said directors, may continue in office till the next legal meeting of the company; and the directors of the said company, to be elected, in pursuance of this act, shall, unless sooner displaced by the said company, continue in office until the first Monday in January next, succeeding their election, and from that time until a new election shall be made by the said company.

. And be it further enacted, That a meeting of the said company may, at any time, be called by a majority of the directors of the company, for the time being, and by one third of the members of the said company, or by the proprietors of one third of the shares actually subscribed for, or the legal representatives or successors of such members of proprietors: Provided however, that no meeting of the said company shall be legal, or valid, unless a quorum shall be formed, consisting of the majority of the members of the said company, or of the proprietors of at least two thirds of the number of shares actually subscribed for, their legal representatives, successors or proxies, nor unless