Acts of the General Assembly of the Commonwealth of Kentucky Passed at the December Session, 1846; pages 143-5
AN ACT to incorporate the Shepherdsville Iron Manufacturing Company.
Sec. 1. Be it enacted by the General Assembly of the Commonwealth of Kentucky, That Nathaniel Hardy, Duncan Mauzey, David B. Whitman, Charles Quirey, and James E. Tyler, and those who may be associated with them as stockholders, and their successors, shall be and they are hereby created a body politic and corporate, until the first day of January, one thousand eight hundred and eighty, by the name and style of "The Shepherdsville Iron Manufacturing Company;" and by that name are made able and capable in law to purchase, receive, and hold, lands, tenements, hereditaments, goods and chattles, merchandise and effects, such as may be necessary for the purposes of such corporation; and the same, or any part thereof, to barter, sell, alien, rent, lease, or dispose of at pleasure; also to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended, in all courts of law and equity. They may make, establish, and put in force, such by-laws and ordinances as they may deem proper for the government and management of said corporation, and the prudential and fiscal concerns thereof, provided such by-laws and ordinances be not inconsistent with the constitution and laws of this Commonwealth, or of the United States. They may have and use a common seal, and the same change, alter and renew at pleasure. And may do and perform all such acts and things as may be necessary to carry into effect the objects of this charter.
Sec. 2. That the capital stock of said Company shall not exceed one hundred and fifty thousand dollars; to be divided into shares of one hundred dollars each; to be subscribed held and paid for, agreeably to such rules and regulations as a majority of the persons named in this act shall agree to and direct. For all stock paid for, certificates shall issue, under the seal of the corporation, signed by the President, and counter-signed by the Secretary or Principal Clerk; which stock may be transferred by the proprietor thereof on the books of the corporation, in person, or by attorney in fact, and the assignee shall be entitled to a new certificate, upon the surrender of the old one. The stock shall be personal estate, and be held, pass and descend as such.
Sec. 3. That the persons named in the first section of this act, or any three of them, shall, at any time and place they may deem proper, open books for the subscription of stock in said Company; and as soon as the sum of fifty thousand dollars is subscribed, may proceed to exercise all the powers hereby granted. And said persons shall then call a meeting of such stockholders and elect a President and four Directors, who shall manage the fiscal and prudential concerns of said Company; and shall hold their stations one year, and until their successors shall be chosen; and in case of the death, resignation, or failure of either the President or any one or more of the Directors to act as such, the remaining Directors shall appoint another, or others, from time to time, as occasion may require, to fill such vacancies; and in all elections for President and Directors, each stockholder may vote in person or by proxy, and shall be entitled to one vote for each share which he may be employed.or she may own, on which all moneys due are paid in. The President and two Directors shall constitute a quorum to do business; or three Directors, without the President, one of whom shall be chosen President for the time being. No person shall be eligible as President or Director who is not a stockholder. The President and Directors shall appoint and employ all such agents, attorneys, and servants, as may be necessary for the management of the business; and such factors, agents, attorneys, and servants, remove and dismiss at pleasure. The President and Directors shall, at all times, be subject to such rules and by-laws as shall be made by said Company in accordance with the first section of this act.
Sec. 4. On the first Monday in August, in each year, there shall be a general meeting of the stockholders, when the Presdent shall cause to be laid before them a full and fair statement of the business of the preceding year, up to the first day of the preceding July, when such dividend may be declared and ordered to be paid to the stockholders as the business may justify; but no dividend shall be made to reduce the capital stock.
Sec. 5. A correct record of the proceedings of the corporation shall be kept; also, correct books of the business and operations of the Company; which books, and all papers of the Company, shall be subject to the inspection of the stockholders at all general meetings thereof. The Company may, at any time, three fourths of the stock concurring, dissolve the corporation, and wind up the business: Provided, They first pay all the debts and all claims against the corporation: and the corporation shall not reduce the capital stock by dividing the same, or withdrawal, until all such debts and claims are paid; but such capital stock shall remain liable for all such debts and claims.
Sec. 6. The business of the corporation shall be the manufacture of iron, castings, and nails, and the purchase and sale of country produce and merchandise, in connexion with such manufacturing. And the manufacturing business of said corporation shall be carried on in the county of Bullitt.
Approved February 9, 1847.
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