LAWS OF MARYLAND 1837 THOMAS W. VEAZEY, ESQUIRE, GOVERNOR.
An act to Incorporate the Maryland and New York Iron and Coal Company.
SECTION 1. Be it enacted by the General Assembly of Maryland, That Louis Howell, Benjamin B. Howell and Henry W. Howell and all and every person who shall become associated with them in the manner hereinafter prescribed, shall be and they arc hereby incorporated by the name of the Maryland and New York Iron and Coal Company, and as such shall have succession, and may have and use a common seal, and be able and capable to sue and be sued, plead or be impleaded in any court of law or equity, and may also have, use, exercise and enjoy all the powers, privileges and rights, proper and necessary for carrying on the manufacture of iron, and of articles of which iron is a component part, and for opening, working, transporting to market and vending the produce of their lands, mines and manufactories, and shall have power to take, purchase and hold all such property real personal or mixed, as they may require for the purposes aforesaid and shall have power to make and enter into all manner of contracts in relation to the business and property aforesaid, provided, that the said company shall at no time hold or possess in this State more then five thousand acres of land, exclusive of the quantity which may he occupied as the bed of any road or roads which it may be found necessary to construct, and may for the purposes aforesaid have and exercise, except as restricted by this act the right to make by-laws, rules and regulations and all the rights, privileges and powers necessary to the objects of this act, and to the use, control and disposition of the property acquired by them, and not repugnant to any law of this State or of the United States.
Sec. 2. And be it enacted. That the capital stock of said company shall consist of five thousand shares of one hundred dollars each, of which the lands and mines of the said Louis Howell, in Allegany county, shall constitute a part at such price as may be agreed upon between him on the one part, and those who may associate with him and constitute the aforesaid corporation, by subscriptions for stock payable in money, on the other part, which price and agreement shall be signified by the subscription by the said Louis Howell to the stock of the said company, of the said lands at the price so agreed, and by the conveyance of the same to the said corporation, and by the subscription thereafter payable in money of such other persons as may associate with him and constitute the said corporation, to an amount sufficient to make up and complete the entire subscription of five thousand shares of one hundred dollars each, and the president and directors of the said company shall have power, from time to time to increase their capital stock, to such one amount as may be found convenient and necessary for the objects of this act, provided, the amount of capital stock shall at no time exceed six thousand shares of one hundred dollars each.
SEC. 3. And be it enacted. That the subscriptions to the capital stock of said Company shall be received under the direction of Louis Howell, Benjamin B. Howell and Henry W. Howell, or a majority of them at such times and places as they the said commissioners may designate, giving at least ten days previous notice in one or more news papers printed in the Town of Cumberland and in the; City of Baltimore, and elsewhere if they deem it necessary; and each subscriber shall pay at the time of subscription to the Commissioners receiving the same, at least the sum of five dollars on each share by him, or her, or them subscribed, and every person who shall so subscribe for or become the owner of one or more shares of said stock shall in virtue of said ownership, be a member of said Membership corporation, and shall be entitled at all meetings of the stockholders to one vote in person or by proxy, for each share of the capital stock, which shall be held by such person; and the shares; of said capital stock shall be considered as personal property and shall be assignable or transferable on the books of the company, at such places and in such manner as may be prescribed in its by laws, but all debts due to the company by any stockholder wishing to make transfers and all outstanding engagements on which he is then liable to said company, except for installments on stock, shall be paid or satisfied out of said stock or otherwise before any transfer of said stock shall be made or divided, or paid thereon, except, by special permission of the president and directors, and after the organization of the company, the amount due on the subscriptions to its capital stock shall be paid in installments at such times as the president and directors may require, they giving at least thirty days previous notice, of the time and place appointed for the payment of the said installment, in at least one newspaper printed in each of the cities of Baltimore and New York and the town of Cumberland, and in default of payment of any installment, the president and directors may sell at public sale the shares of the stockholder so making default, or so many thereof, as may be sufficient to discharge his default, and the purchaser thereof shall hold the said stock subject to the same regulations, and with the same rights as if they had been originally subscribed for by him.
SEC. 4. And be it enacted. That the affairs of this company shall be managed by a president and four directors, who shall be chosen annually by the stockholders to serve for one year, and until others shall be elected, as shall be provided by the stockholders in the bye-laws of the said corporation, and until the first election of directors shall be held in pursuance of the said by-laws, the said Louis Howell, Benjamin B.
Howell and Henry W. Howell or a majority of them, shall have full power and authority to exercise all the corporate powers of the said company, and the said president and directors, and their successors, or a majority of them, shall have full power and authority to appoint employ, and compensate, and at their pleasure to remove such officers, agents or servants as they may deem necessary in the business of the company, also to purchase and hold such real and personal property, materials, vessels, carriages, machinery, implements, privileges, casements and franchises, and to cause all such machinery, buildings, or other Improvements to be made as may be necessary to carry into effect the objects of the said company, and the same or any part thereof to sell, lease or otherwise dispose of at their discretion, also to prescribe the mode of issuing and transferring stock in said company, and the evidences thereof, and generally to do whatever they may judge expedient for the interest of said company, the same being in conformity with the objects of this act, and not contrary to the laws of this State, or of the United States, nor to any by-law adopted at a general meeting of the stockholders of the said company, and a quorum for the transaction of business shall consist of the president and a majority of the directors, and in case of any vacancy occurring in the presiding or directory of the company, the remaining shall have power to fill the vacancy by appointing some stockholder to serve therein until the next general election thereafter. SEC 5. And be it enacted, That a general meeting of the stockholders shall be held, on or before the first Monday of next November, and annually thereafter, at such time and place within this State as shall be established by the by-laws, to which it shall be the duty of the president and directors aforesaid to make report of the whole condition of the business and affairs of the said company, and special meetings of the stockholders may be called at any time by the president and directors of said company or by the stockholders thereof, who shall together be proprietors of not less than one-fifth part of the whole stock of said company, first giving thirty days public notice in one or more newspapers published in the town of Cumberland and in the cities of Baltimore and New York, of the object or objects of such meeting; and in any and every meeting of the stockholders, a quorum fur the transaction of any business other than the election of president and directors, shall consist of the owners and representatives of at least the major part of the capital stock of said company, and every such meeting shall have power to pass, amend, alter and repeal by-laws or resolutions which shall he binding on the president and directors, officers, agents and servants of the company, the same not being contrary to law and also shall have power to require settlements, statements and accounts relating to the business and dealings of said company general or particular, and may also dismiss any president, director, officer, agent or servant, at pleasure and appoint others in their stead.
SEC. 6. And be it enacted, That for the purpose of enabling said company to transport the produce of the mines and of the counties through which their rail road shall pass, on the cheapest and most expeditious manner, the said company and the president and directors thereof shall be, and hereby are respectively invested with all and singular the rights, profits, powers, privileges, authorities, immunities and advantages fur the surveying, locating, establishing and constructing a rail road and its necessary appurtenances, beginning the same at the mines of the said company and running to a convenient point or points on the basin or canal of the Chesapeake and Ohio Canal Company, at or near the town of Cumberland, in this State, and for the using, preserving and controlling the said rail road, its necessary vehicles and appurtenances and every part thereof, or borrowing money on the credit of the company for its lawful purposes; provided, that no such borrowing of money shall imply a right to borrow or purchase the stocks of the State, or any other description of property whatever, which by the act, and more particularly the fifteenth section thereof, incorporating the Baltimore and Ohio Rail Road Company, and its several supplements, were for the lawful purposes of said company, and the benefit of its corporators given, granted, authorized and secured to the said company and to the president and directors respectively, as fully and perfectly as if the same were herein repeated; provided, that" it shall not be lawful for the said Maryland and New York Iron and Coal Company to occupy or use any portion of the lands that may be necessary for the accommodation of the canal and works of the Chesapeake and Ohio Canal Company, or for the main route of the Baltimore and Ohio Rail Road, or that may be within the limits of either of the public roads there now existing, except to cross these roads without injury to the same; and provided also, that full right and privilege is hereby reserved to the citizens of this State, or any company now or hereafter to be incorporated under the authority of this State, to connect with the rail road hereby provided for, or any other rail road, if in the opinion and judgment of the commissioners of Allegany county, for the time being, passed upon hearing of all parties interested, no injury would be done by such connection to the rail road of said company, and that the said company shall transport on the said rail road at the rate of one cent a ton per mile on all goods, merchandize or property of any description whatsoever transported on said rail road, or on any lateral way which they may construct, and also not exceeding two cents per mile for each passenger transported on said road; provided always, that when any car shall be placed on said rail road it be adopted in size, and all necessary particulars to said rail road; and provided further, that the Legislature of this State may at any time hereafter regulate, modify or change the control, use, and estate of said rail road as shall be constructed under the authority hereby given, in such manner as it may deem equitable towards the said company, and necessary to the accommodation of the public travel or use of the said rail road.
SEC. 7. And be it enacted. That any company hereafter formed shall have the privilege of passing over the lands of said company, so as to connect any lateral rail road with the rail road or roads of said company, by paying to said company such sum or sums as may be agreed upon by three disinterested persons appointed by the commissioners of Allegany county to value said damages.
SEC. 8. And be it enacted, That this act or no part thereof shall be so construed as to give to said company any banking privilege, or the right to issue any bank note or notes or certificate of deposit payable to bearer, or small note for circulation of any kind whatever.
SEC. 9. And be it enacted, That all such parts of this act as relates to the establishment, working or carrying on of mills, mines or manufacturies, may be modified or repealed by the Legislature of this State at any time after thirty years from the passage of this act; provided, that the General Assembly may at any time order proceedings to vacate this charter if the same shall be violated.
SEC. 10. And be it enacted That if the said company shall not within five years from the date of this act have erected works at which, within a period of one year during that time, they shall have manufactured at least one thousand tons of pig, cast or bar iron, to be proved by the oath of the principal agent of the company at the works, and filed with the clerk of Allegany county, who shall give a receipt for the same upon payment of the accustomed fees, that then and in that case this act and every part thereof shall cease and determine, except so far as may be necessary to enable the stockholders to dispose of their property and wind up and close the affairs of the company.
SEC. 11. And be it enacted, That a common writ, warrant or other precept served upon any member or against said company, shall be as effectual as if such writ, warrant or other precept had been served upon the president and directors of said company.
Passed March 12, 1838
Maryland State Archives Volume 601 Pages 219 to 226
SESSION LAWS, 1841 FRANCIS THOMAS, ESQUIRE, GOVERNOR
A supplement to an act entitled, An act to incorporate the Maryland and New York Iron
and Coal Company, passed December session eighteen hundred and thirty-seven.
Section 1. Be it enacted by the General Assembly of Maryland, That it shall be lawful for the Maryland and New York Iron and Coal Company, to charge, demand and receive, for all persons and property transported on the rail road and any lateral way, which they are authorized to construct from their mines to the basin of the Chesapeake and Ohio Canal, or other points, in or near the town of Cumberland, the same rates of toll, or prices of transportation as the Baltimore and Ohio Rail Road are, or shall be, by law allowed to charge and receive. And whereas, doubts may exist whether the said company would be authorized, under the act to which this is a supplement, to construct a rail road from their mines or Works, to some intermediate point or points between the basin of the Chesapeake and Ohio Canal at Cumberland and their works or mines aforesaid, should circumstances render the extension of their road to the basin of the canal at Cumberland unnecessary, as will probably be the case, if the Baltimore and Ohio rail road company, or the said canal company, extend their works up the valley of Jennings' run, to give additional facilities to the coal and iron tradetherefore,
Sec. 2. Be it further enacted, That it shall not be necessary for the said Maryland and New York Iron and Coal Company, to construct their said rail road or any lateral way from their said works or mines to the basin of the said canal at Cumberland, but that the same may be stopped at any intermediate point, at the discretion of the company, and that it shall be lawful to charge the same rates of toll for the transportation of persons and property upon such road when constructed, as are authorized by the first section hereof; provided, that the said rail road be constructed so as to intersect with the extension of the Baltimore and Ohio rail road, or the Chesapeake and Ohio canal, or the improved navigation of Wills' creek, by canal or otherwise.
Sec. 3. And be it further enacted, That a quorum for the transaction of business of the said Maryland and New York Iron and Coal Company, shall hereafter consist of the President and any two Directors, as required by the fourth section of the act to which this is a supplement
Passed Jan. 20, 1842
Maryland State ArchivesVolume 593, Pages 19 and 20
SESSION LAWS, 1842 FRANCIS THOMAS, ESQUIRE, GOVERNOR
An additional supplement to the act entitled, An act to incorporate the Maryland and New York Iron and Coal Company.
SECTION 1. Be it enacted by the General Assembly of Maryland, That the president and directors of the Maryland and New York Iron and Coal Company, be and they are hereby authorized and empowered to lay out and construct a turnpike road from a point at or near the works of said company, known as the Mount Savage Iron Works, to intersect with the road recently laid out and constructed along the valley of Jenning's Run within the limits of Maryland, by the Cumberland and Somerset Turnpike Road Company, incorporated by an act of the general assembly of Maryland, passed December session eighteen hundred and forty-one, chapter sixty, and that for the purpose of enabling the said Maryland and New York Iron and Coal Company to lay out and construct the turnpike road as aforesaid, the president and directors thereof are hereby invested with all and singular the rights and powers as to the condemnation of lands through which it may be necessary for said road to pass, the size of the road, the construction of the necessary bridges and viaducts, and the erection of toll gates and the collection of tolls thereon, as are vested in the said Cumberland and Somerset Turnpike Road Company, by the act of incorporation aforesaid.
SEC. 2. And be it enacted, That the tolls to be collected on the turnpike road authorized to be constructed under this act, shall be regulated and proportioned from time to time by the tolls exacted by the said Cumberland and Somerset turnpike road company, and that it shall be the duty of the president and directors of the said Maryland and New York Iron and Coal Company to keep said road in good repair, provided, the tolls authorized to be collected thereon, from time to time, be sufficient for that purpose after deducting the current expenses of the road, and if said road shall not he kept in good repair, the president and directors shall be liable to indictment for their neglect in Allegany county court, to be prosecuted at the suit of the State of Maryland, and if on the trial of such indictment said president and directors shall not make it appear that they have applied the whole tolls to the expenses and the repairs of said road, and it shall be found that said road is not kept in good repair, then the judgment of the courts shall be that the said road he forfeited to Allegany county, and it shall thenceforth be used &c. as the ordinary county roads, and shall be subject to the laws applicable to such roads.
Passed March 1, 1843.
Maryland State ArchivesVolume 594, Pages 145 and 146