CHAP. 490,-AN ACT to allow an additional Justice of the Peace and Constable to Caldwell county. WHEREAS, it is represented that the citizens of Fredonia, in the county of Caldwell, labor under great inconvenience for want of a Justice of the Peace and Constable in said town: for remedy whereof, Be it enacted by the General Assembly of the Commonwealth of Kentucky, That an additional Justice of the Peace and Constable be, and the same is hereby allowed to the county of Caldwell. Approved December 18, 1837 1837. CHAP. 491.-AN ACT to reduce the number of Justices of the Peace in Har- Be it enacted by the General Assembly of the Commonwealth of Kentucky, That from and after the passage of this act, it shall not be lawful for the county court of Harlan county to nominate, for appointment, persons to fill existing vacancies, nor any vacancies that may hereafter occur by death, resig nation, removal, or otherwise, until the whole number of Justices of the Peace in said county shall be reduced to the number of twelve; and hereafter, the number of Justices of the Peace in said county shall be twelve, instead of the number now provided by law. Approved December 18, 1837. Cusr. 492.-AN ACT to allow additional Justices of the Peace for Logan and Owen counties. SEC. 1. Be it enacted by the General Assembly of the Commonweal of Kentucky, That two additional Justices of the Peace be, and are hereby allowed, to the county of Logan, any law to the contrary notwithstanding. SEC. 2. Be it further enacted, That an additional Justice of the Peace be allowed to the county of Owen. Approved December 18, 1837. Logan. Owen. CHAP. 493-AN ACT to incorporate the Covington Insurance Company. Corporators. SEC. 1. Be it enacted by the General Assembly of the Com monwealth of Kentucky, That John B. Casey, James M. Clarkson, Jefferson Phelps, Allen McCoy, Bushrod W. Foley, Jephthah Kendrick and John T. Levis, and the subscribers to the stock of the association, and their successors, shall be, and are hereby declared to be a body politic and corporate, by the Name & style. name and style of the Covington Insurance Company, and by 1837. Corporate powers. creased. Stock, when and how to be paid. that name shall have perpetual succession, and be capable in law of suing and being sued, plead and be impleaded, answer and be answered, defend and be defended, in courts of law or equity, and elsewhere, with full power and authority to acquire, hold, possess, use, occupy and enjoy, and the same to sell, convey and dispose of, all such real and personal estate, which shall be necessary and convenient for the transaction of its business, or which may be conveyed to said company for the security, or in payment of any debt which may become due and owing to the same, or in satisfaction of any judgment of a court of law, or any order or decree of a court of equity in their favor; and to make and use a common seal, and the same to alter or renew at pleasure, and generally to do and perform all things relative to the objects of this institution, which now is, or shall be lawful, for any individual or body politic or corporate to do. SEC. 2. Be it further enacted, That the capital stock of this Capital stock. company shall be two hundred and fifty thousand dollars, divided into five hundred shares of fifty dollars each, which may be increased by the Directors of said company, to an amount May be in- not exceeding five hundred thousand dollars, divided into ten thousand shares of fifty dollars each. At the time of subscribing, or before the election of the Directors, there shall be paid, on each share subscribed for, five dollars; and at the expiration of ninety days, after the election of Directors, there shall be paid five dollars more on each share; at the end of six months after the election, there shall be paid five dollars more per share; at the end of nine months, there shall be paid the further sum of five dollars per share; and at the end of · twelve months, after the first election of Directors, the further sum of five dollars on each share; and the residue thereof, at such time, and in such manner, as the Directors may require, shall be paid. And within thirty days after the payment of the first instalment, each stockholder shall execute his several promissory note, with such security as the President and Directors for the time being shall approve, for the payment of the residue of his stock subscribed for, as the instalments shall respectively fall due, and as shall be required by said Directors: the said securities shall be renewed, whenever the Directors may think proper. When to trans SEC. 3. Be it further enacted, That so soon as five hundred shares shall be subscribed for, the first instalment paid, and the act business. residue of the stock paid, or secured to be paid, as aforesaid, the company shall be competent to transact all kinds of business for which it was established. Books, when and where to be opened. SEC. 4. Be it further enacted, That books shall be opened for subscription for said stock, at such time and place as may be designated by a majority of the persons named in the first section of this act, and under their supervision and charge, and they shall deliver the books and money over to the first Board of Directors, so soon as they shall be elected, and they shall also superintend the election of the same. 1837. re-opened. SEC. 5. Be it further enacted, That should the requisite number of shares not be subscribed for, at the first opening of the books, the Directors shall have power to re-open them whenever they shall think proper, requiring such payments as Books may be will place them on the same footing as the first subscribers, but not exacting any advance on the stock; and if more than the whole number of shares shall have been subscribed for, there shall be deducted the amount of such excess, in such manner, that the number of shares held by one stockholder shall not be reduced below the number that another stockholder is allowed to retain. Stock may be SEC. 6. Be it further enacted, That transfers of stock may be made by any stockholder, or his legal representative, to transferred. any person or persons, under such regulation and restriction, as the Board of Directors may, from time to time, establish. SEC. 7. Be it further enacted, That the affairs of this company shall be managed by a President and four Directors, to be elected by ballot, all of whom shall be stockholders; three directors present shall form a quorum for the transaction of business. SEC. 8. Be it further enacted, That no director of any other insurance company shall be allowed to be a director of this; and should any director of this company be elected a director of any other insurance company, his acceptance thereof shall disqualify him from continuing a director of this company, and the remaining directors shall appoint a director to fill his va cancy. Officers. No Director in any other company to be an offic'r in this. held. When first Number of votes in prop'rtion to stock. SEC. 9. Be it further enacted, That the subscribers, composing this association, shall hold a meeting, for the first election meeting to be of directors, within two weeks after the aforesaid amount of five huudred shares of stock shall have been subscribed for, and on the first Monday in January in cach year thereafter, and elect, by ballot, from among the stockholders, five Directors; each stockholder shall have one vote for each share, to the number of five; six votes, for seven shares; seven votes, for ten shares; and one vote, for every five shares over ten and under fifty; and one vote, for every ten shares over fifty and under one hundred. The Directors, first chosen, shall serve until the first Monday in January, eighteen hundred and thirty nine, and until their successors are elected, and no longer: at their first meeting after the election, they shall organize themselves into a Board for the transaction of business, by selecting one of their own body President; and in case of the death, resignation, removal, or disqualification of the President, the Directors shall fill the vacancy out of their own body; and in case of a vacancy occurring in the directory, they shall appoint a stockholder, or stockholders, to fill the vacancy. May appoint SEC. 10. Be it further enacted, That the President and Directors shall have power and authority to appoint a Secretary officers & make and assistants, and such other officers, (all of whom must be stockholders,) as shall be necessary for the transacting of the by-laws, 1837. On what they may make in surance. May invest capital in other fer the same. business of said institution, and may allow such salaries to them as they may deem equitable; to ordain and establish such by-laws, ordinances, and regulations, as shall appear to them necessary for regulating and conducting the concerns of said instution, not being contrary or inconsistent with this act, the constitution and laws of this State, or the constitution and laws of the United States; they shall keep full, fair and correct entries of their transactions, which shall be, at all times, open to the inspection of the stockholders. SEC. 11. Be it further enacted, That the corporation, herein and hereby created, shall have full power and lawful authority to insure all kinds of property against loss or damage by fire; and said company may make all kinds of insurance on vessels, crafts or boats, of any description, on the interior rivers, lakes, bayous or canals, in the United States, as well as on goods, wares and merchandize, produce, and every description of property transported by land or water in the United States, and to make all kinds of insurance upon life or lives; to cause themselves to be insured against any loss or risk they may have incurred in the course of their business. SEC. 12. Be it further enacted, That it shall be lawful for said company to invest any part of their capital stock, moneys, funds, or other property, in any public stock or funded stocks & trans- debt, created or to be created, by or under any law or laws of the United States, or of this or any particular State, or in the stock of any chartered bank of this State or of the United States, and the same to sell and transfer at pleasure; and again to invest the same, or any part thereof, in such stocks or funds, whenever and so often as the exigencies of said corporation, or a due regard to the safety of its funds may require, or they may loan the same, or any part thereof, to individuals or public corporations, on real or personal security, for such periods of time, under such restrictions and limitations, as the directors, for the time being, shall deem prudent and best for the interest of the institution, but shall not receive on such loan a greater interest than six per cent. per annum. make dends. SEC. 13. Be it further enacted, That the President and DiDeclare and rectors shall have power, and it shall be their duty, to make divi- and declare such dividends of the profits resulting from the business of said company, as shall not impair, nor in any way lessen the capital stock of the same, and cause the same to be paid to the several stockholders: Provided, That no such dividend shall be paid to any stockholder, so long as there shall remain a residue of his stock due and unpaid, but shall pass to his credit as so much paid in as stock; to such as have paid in their entire amount of stock due, and the dividend shall be paid to them proportionate to their amount of stock at such time as the Board of Directors may declare. Proviso. When to pay for loss. SEC. 14. Be it further enacted, That every house insured by this company, that shall be destroyed by means of fire, from the first floor upwards, shall be deemed as demolished; and it shall be lawful for the Directors in such case, and in all other cases, where said company may become liable for insurances, to order the money insured, to be paid in ninety days after notice given of the loss as aforesaid. 1837. Stockholders individual SEC. 15. Be it further enacted, That no stockholder, or member of this company, shall be answerable in his person, not to be liable or individual property, for any contract, or any agreement of in capacity. said company, or for any losses, differences or failures of the capital stock; but the whole of the stock, together with all property, rights and credits, belonging thereto, and nothing more, shall at any time be answerable for the demands against the Company. SEC. 16. Be it further enacted, That the stock of this institution may be assigned and transferred on the books of the company, in person or by power of attorney only: but no stockholder, indebted or in arrears to the company, shall be permitted to make a transfer until such debt is paid, or secured to be paid, to the satisfaction of the President and Directors. Stock may be transferred. General meet Certain num SEC. 17. Be it further enactel, That the President and Directors may call a general meeting of the stockholders, for any ings may be purpose of the affairs of the institution, giving at least two called. weeks notice thereof in any one newspaper, printed in said city, or two newspapers printed in this State, nearest the city; and any number of stockholders, not less than twenty five, who, together, shall hold at least three hundred shares, may at any time apply to the President and Directors, to call a general meeting of the stockholders for any purpose relative to the affairs of this institution; and if the President and Directors refuse to call a meeting, the said stockholders, to the numbers, and possessed of the qualifications aforesaid, may call a meeting, giving notice as in the case of the President and Directors, and also stating the object of the call in such notice. ber of stockholders may do same. Company not ba dissolved for failing to hold election. SEC. 18. Be it further enacted, That should it so happen from any cause, whatever, that the annual election of Direc- shall tors should not take place upon the day in any year, as before mentioned for that purpose, the said corporation, for that reason, shall not be dissolved; but such election may be lawfully held on such convenient day thereafter as may, for that purpose, be fixed on by the President and Directors, they causing ten days public notice of the time and place thereof to be previously given. The signa the company. SEC. 20. Be it further enacted, That all policies of insurance or contracts, which may be made, or entered into, by ture of the Pressaid corporation, shall be subscribed by the President, or President shall bind ident pro tem, and by such other officer as shall be designated for that purpose by its laws, and being so signed, shall be binding and obligatory upon the said corporation without the seal thereof, according to the tenor, intent and meaning of such policies or contracts; and such policies or contracts may be so signed, and the business of said corporation may otherwise be conducted and carried on without the presence of a Board of |