at any subsequent period, without the consent of the General Assembly; and if any part of the said capital stock thus paid in and certified, shall be withdrawn without such consent, all such directors, officers, or stockholders, consenting thereto, or causing the same to be done, shall, and they are hereby made liable, out of their own estate, as for any other debt, for the full payment of all debts of said corporation, which cannot be collected out of the goods, chattels or estate of said corporation; and any member or officer of the corporation, whether defendant or not, on motion filed, and notice thereof given in any proper action for such debt, shall on oath make discovery of all facts within his knowledge, regarding the alleged withdrawal of such capital, in the same manner as would be available in a Court of Chancery. RESOLVE ALTERING THE NAME OF NAUGATUCK MANUFACTURING COMPANY Resolved by this Assembly, That from and after the first day of June next, the said corporation shall be known and called by the name of “ The Beecher Manufacturing Company," and by that name said corporation shall have, exercise and enjoy, all the rights and privileges granted to them in their said charter, and shall be liable to all the debts, contracts and liabilities of the said Naugatuck Manufacturing Company: Provided always, that this resolve shall not effect in any way, any suit or suits now pending, in which said corporation may be a party, but they shall be proceeded with, to final judgment, the same as if this resolve had not been passed. RESOLVE INCORPORATING NAUGATUCK (NOW BEECHER) MANUFACTURING COMPANY-PASSED, MAY 1833. Resolved by this Assembly, That Calvin A. Beecher, Charles D. Kingsbury, Anson Sperry, Almon Farrel and Sherman Bronson, with all others, who are or shall hereafter become associated with them, be, and they hereby are, with their successors, and assigns, made and established a body politic and corporate, by the name of "The Naugatuck Manufacturing Company," for the purpose of Manufacturing Woolen Goods, Woolen and Cotton Goods, or Goods of which Woolen or Cotton shall form the component parts of the Manufacture, in the most advantageous manner; and by that name, they and their assigns and successors shall be, and hereby are, authorized and empowered to purchase, take, hold, occupy, possess, and enjoy to them and their successors, any goods, chattels and effects, of whatever kind they may be, the better to enable them to carry on such business to ad vantage; also to purchase, take, hold, occupy, possess, and enjoy any such lands, tenements, or hereditaments in the County of New-Haven, as shall be necessary for the views and purposes of said corporation, not exceeding in the whole fifty acres, unless the same be taken in payment of, or as security for debts due the corporation, and the same to sell and dispose of at pleasure, or to take a lease or leases thereof for a term of years; also to sue and be sued, plead and be impleaded, defend and be defended, answer and be answered unto, in any court of record, or elsewhere. And said corporation may have and use a common seal, and may alter the same at their pleasure. The capital stock of said corporation shall not exceed the sum of fifty thousand dollars; and that a share of said stock shall be one hundred dol lars, and shall be deemed and considered personal estate, and be transferable only on the books of said company, in such form as the directors of said company shall prescribe. And said company shall at all times have a lien upon all the stock or property of the members of said corporation invested therein for all debts due from them to said company. The stock, property, and affairs of the corporation shall be managed by not less than three nor more than ten directors; one of whom they shall appoint their president, who shall hold their offices for one year; which directors shall be stockholders and citizens of the United States, and shall be annually elected at such time and place as the regulations of said corporation shall prescribe. A majority of the directors shall on all occasions when met in said town of Waterbury, constitute a board for the transaction of business; and a majority of the stockholders present at any legal meeting, shall be capable of transacting the business of such meeting, each share entitling the owner thereof to one vote. And Calvin A. Beecher, Charles D. Kingsbury, Anson Sperry, and Joel Johnson, shall be the first directors of said corporation. The president and directors for the time being, or a major part of them, shall have power to fill any vacancy which may happen in their board, by death, resignation or otherwise, for the then current year, and to appoint and employ, from time to time, a secretary, treasurer, and such other offi cers, mechanics and laborers, as they may think proper for the transaction of the business and concerns of the said company; and also to make and establish such by-laws, rules and regulations, as they shall think expedient for the better management of the concerns of the said corporation, and the same to alter and repeal: provided always, that such by-laws, rules and regulations, be not inconsistent with the laws of this State, or the United States. And said directors shall and may, as often as the interest of the stockholders shall require, and the affairs of said company will permit, declare a dividend or dividends of profit on each share, which shall be paid by the treasurer of said company. If it shall so happen that an election of directors should not take place in any year at the annual meeting of the corporation, the said corporation shall not for that reason be dissolved; but such election may be held thereafter on any convenient day within one year, to be fixed on by the directors, they previously giving public notice thereof. The books of said company containing their accounts, shall at all reasonable times be open for the inspection of any of the stockholders of said company; as often as once in each year, a statement of the accounts of said company shall be made by order of the directors. The directors may call in the subscriptions to the capital stock by instalments, in such proportions, and at such times and places, as they may think proper, giving such notice thereof as the by-laws and regulations of said company shall prescribe; and in case any stockholder shall neglect or refuse payment of such instalment or instalments, for the term of sixty days after the same shall become due and payable, and after he, she, or they have been notified thereof, such negligent stockholder or stockholders shall forfeit to said company all his, her, or their previous instalments, together with all his, her, or their rights and interest whatever in said stock. For any debts which may at any time be due from said company, the stockholders thereof shall not be responsible in their private capacity, but the property and estate of said corporation. Provided, that nothing contained in this act shall be construed to authorize or empower the said corporation to use their funds for any banking transactions: And also provided that this grant shall be subject to be altered, amended or repealed, at the pleasure of the General Assembly. Provided further, that said corporation shall, on or before the first day of December 1833, cause to be lodged in the office of the town clerk of the town of Waterbury, a certificate subscribed and sworn to, by the clerk or secretary of said corporation, containing the amount of capital stock actually paid in, and belonging to said corporation, and within ten days next after any additional instalment shall be paid in, said corporation shall cause a like certificate to be lodged with said town clerk; and the same shall not be withdrawn, in whole or in part, at any subsequent period, without the consent of the General Assembly. And if any part of the capital stock thus paid in and certified, shall be withdrawn without such consent, all such directors, officers or stockholders, consenting thereto, or causing the same to be done, shall be, and they are hereby made liable, out of their own estate, as for any other debt, for the full payment of all the debts of said corporation, which cannot be collected out of the goods, chattels, or estate of said corporation; and any member or officer of said corporation, whether defendant or not, on motion filed, and notice thereof given, in any proper action for such debt, shall on oath make discovery of all facts within his knowledge, regarding the alleged withdrawal of such capital, in the same manner as would be available in a court of chancery. RESOLVE INCORPORATING THE BERLIN COTTON FACTORY COMPANY, PASSED, OCTOBER 1818. Resolved by this Assembly, That Joshua Stow, and Samuel Williams, with all others, who are or shall hereafter become associated with them, be, and they hereby are, with their successors and assigns, made and established a body politic and corporate, by the name of "The Berlin Cotton Factory Company," for the purpose of Manufacturing Cotton Yarn and Cloths, in the most advantageous manner; and by that name, they and their assigns and successors shall be, and hereby are, authorized and empowered to purchase, take, hold, occupy, possess, and enjoy to them and their successors, any goods, chattels, and effects, of whatever kind they may be, the better to enable them to carry on such business to advantage; also to purchase, take, hold, occupy, possess, and enjoy any such lands, tenements, or hereditaments, in the county of Hartford, as shall be necessary for the views and purposes of said corporation, not exceeding in the whole ten acres, unless the same be taken in payment of, or as security for debts due the corporation, and the same to sell and dispose of at pleasure; or to take a lease or leases thereof for a term of years; also to sue and be sued, plead and be impleaded, defend and be defended, answer and be answered unto, in any court of record, or elsewhere. And said corporation may have and use a common seal, and may alter the same at their pleasure. The capital stock of said corporation shall not exceed fifty thousand doland that a share of said stock shall be one hundred dollars, and shall be deemed and considered personal estate, and be transferable only on the books of said company, in such form as the directors of said company shall prescribe. And said company shall at all times have a lien upon all the stock or property of the members of said corporation invested therein for all debts due from them to said company. And said corporation may go into operation whenever and as soon as ten thousand dollars shall be taken up or subscribed for. The stock, property, and affairs of the corporation shall be managed by not less than three nor more than seven directors, one of whom they shall appoint their president, who shall hold their offices for one year; which directors shall be stockholders and citizens of the United States, and shall be annually elected at such time and place as the regulations of said corporation shall prescribe. A majority of the directors shall on all occasions when met in said town of Middletown, constitute a board for the transacting of business; and a majority of the stockholders present at any legal meeting, shall be capable of transacting the business of such meeting, each share entitling the owner thereof to one vote. And Joshua Stow, Samuel Williams, and Arthur W. Magill shall be the first directors of said corporation. The said president and directors for the time being, or a major part of them, shall have power to fill any vacancy which may happen in their board, by death, resignation, or otherwise, for the then current year, and to appoint and employ, from time to time, a secretary, treasurer, and such other officers, mechanics and laborers, as they may think proper for the transaction of the business and concerns of the said company; and also to make and establisa such by-laws, rules and regulations, as they shall think expedient for the better management of the concerns of the said corporation, and the same to alter and repeal: provided always, that such by-laws, rules and regula tions, be not inconsistent with the laws of this State, or the United States. And said directors shall and may, as often as the interest of the stockholders shall require, and the affairs of said company will permit, declare a dividend or dividends of profit on each share, which shall be paid by the treasurer of said company. If it shall so happen that an election of directors should not take place in any year at the annual meeting of the corporation, the said corporation shall not for that reason be dissolved: but such election may be held thereafter on any convenient day within one year, to be fixed on by the directors, they previously giving public notice thereof, The books of said company containing their accounts, shall at all reasonable times be open for the inspection of any of the stockholders of said company; and as often as once in each year, a statement of the accounts of said company, shall be made by order of the directors. The directors may call in the subscriptions to the capital stock by instalments, in such proportions and at such times and places, as they may think proper, giving such notice thereof as the by-laws and regulations of said company shall prescribe; and in case any stockholder shall neglect or refuse payment of such instalment or instalments, for the term of sixty days after the same shall become due and payable, and after he, she, or they have been notified thereof, such negligent stockholder or stockholders, shall forfeit to said company all his, her, or their previous instalments, together with all his, her, or their rights and interest whatever, in said stock. For all debts which may at any time be due from said company, the stockholders thereof shall not be responsible in their private capacity, but that the property and estate of said corporation, only shall be holden for the payment of said debts. Provided, that nothing contained in this act shall be construed to authorize or empower the said corporation to use their funds for any banking tran sactions. And also provided that this grant shall be subject to be altered, amended or repealed at the pleasure of the General Assembly. RESOLVE INCORPORATING BOZRAH MANUFACTURING COMPANY. PASSED, OCTOBER 1814. Resolved by this Assembly, That Jonathan Little, David L. Dodge, Frederick DePeyster, and their associates, together with such persons as shall be associated with them, for the purposes of this act shall be, and they hereby are, with their assigns and successors, made and established a body politic and corporate, by the name of "The Bozrah Manufacturing Company," for the purposes of manufacturing cloths and other fabrics of cotton and of wool, and of cotton and wool together, and of brass, iron and wood into tools, engines and machines, for mechanical use, in the most advantageous manner; and by that name, they and their assigns and successors shall be, and they hereby are, authorized and empowered to take, hold, occupy, possess and enjoy any such lands, tenements, or hereditaments in said towns of Bozrah and Lebanon, or Franklin, as shall be necessary for the views and purposes of said corporation, not exceeding in the whole three hundred acres; and the same to sell and dispose of at pleasure; or to take a lease or leases thereof for a term of years; also to sue and be sued, plead and be impleaded, defend and be defended, answer and be answered unto, in any court of record, or elsewhere. And said corporation may have and use a common seal, and may alter the same at their pleasure. |