LAWS OF MARYLAND 1910 Session

CHAPTER 244.

An act to incorporate the Andrew Ramsay Corporation.

SECTION 1. Be it enacted by the General Assembly of the State of Maryland, That Andrew Ramsay, J. James Gardner, Simon H. Snowden, David Williamson and Roderic Clary, all of whom are citizens of Allegany County, in the State of Maryland, and the subscribers to the stock of the corporation hereby created, and their successors and assigns, be and they are hereby created a body corporate, by the name of The Andrew Ramsay Corporation, and by that name shall have perpetual succession, and shall be competent to sue and be sued, to use a common seal, make and adopt a constitution and by-laws for the government of said corporation and its officers, to elect directors and officers, and generally to enforce all and singular such acts, contracts, matters and things as may be necessary to carry out the objects and protect the interest of the said body corporate.

SECTION 2. And be it enacted, That the home or principal office of the said corporation shall be located at Mount Savage, in Allegany County, Maryland, but said corporation may, through its board of directors, establish branch offices, within or without the State of Maryland, as the business of said corporation may require, and the board of directors hereinafter provided for may hold regular or special meetings at any of its branch offices, after due notice of such meetings as provided for in the by-laws of said corporation.

SECTION 3. And be it enacted, That the capital stock of said corporation shall consist of fifteen hundred (1,500) shares of the par value of one hundred dollars ($100.00) per share, with the right and privilege of increasing the capital stock from time to time by a vote of the stockholders, at a special or general meeting, to a sum not to exceed three hundred thousand dollars ($300,000.00), representing three thousand (3,000) shares, and all subscriptions to such capital stock shall be paid at such of Article 23 of the Code of Public General Laws, relating to the issuing of capital stock of any company incorporated under the General Incorporation Laws of this State.

SECTION 4. And be it enacted, That the affairs of said corporation shall be managed by a board of directors, to consist of not less than five, and with the privilege of increasing the same to ten, in manner as the by-laws may from time to time determine and prescribe, and said board of directors shall be elected annually at a general meeting of the stockholders of said corporation, to be held at such place and at such time as the by-laws of said corporation may direct and require, and in the absence of any provision in said by-laws, such meeting shall be held on the third Wednesday of January in each and every year; and said board of directors, immediately after their election, for the purpose of organization, shall elect a president, a secretary and a treasurer, and if the by-laws provide, one or more vice-presidents; the president and at least one of the vice-presidents shall be chosen from among the directors; the secretary and treasurer need not be directors of the corporation, and any two offices except those of president and vice-president may be filled by the same person; and until such choice of a board of directors, the said Andrew Ramsay, J. James Gardner, Simon H. Snowden, David Williamson and Roderic Clary, the incorporators herein named, are hereby constituted a board of directors to manage the business and affairs of said body corporate, with power and authority to organize by the election of a president, a secretary and a treasurer, and to appoint such other officers and agents as the business of the corporation may require, and shall have full power and authority to make all contracts and agreements for the purchase of real estate and personal property which may be useful and necessary for the object and purposes of the corporation and provide for the payment of the same, either by payment in cash or by the stock and bonds of the corporation hereby incorporated; and in case a vacancy shall occur in the presidency or directorship of said corporation the remaining directors shall have power to fill such vacancy or vacancies by appointing some stockholder to such office, with power to hold the same until the next annual meeting for the election of directors;

SECTION 5. And be it enacted, That said corporation shall have power and authority to acquire and hold, either by purchase or lease, any lands containing coal, clay, iron, stone or any other minerals, and any woodland or other lands, for the purpose of the company; provided, however, that the amount of coal lands which the said corporation may acquire by purchase or lease in the Counties of Allegany and Garrett, in the State of Maryland, shall not exceed in quantity three thousand (3,000) acres, or in either county fifteen hundred (1,500) acres, which shall
always include either the surface and minerals, or the minerals exclusive of the surface.

SECTION 6. And be it enacted, That said corporation is hereby authorized and empowered to acquire the rights, property and assets, whether manufacturing or otherwise, and to undertake and assume the whole or any part of the liability of any person, firm, association or corporation, and to pay for the same in cash, stock, bonds or debentures, or other securities of this corporation; and said corporation is further authorized to borrow money for the development of its mining and manufacturing properties, and all interests and estates whatsoever, and to secure the same by obligations, pledges, mortgages or otherwise; to issue bonds and debentures, and to secure the same by pledges, deeds of trust or mortgages upon the whole or any part of the property held by said corporation, and to sell or pledge such bonds or debentures for its corporate purposes as and when the board of directors shall determine; provided, however, that no mortgages or other liens shall be created by the corporation unless there shall first be obtained the consent in writing of the holders of seventy-five per cent, of the capital stock of the corporation outstanding at the time.

SECTION 7. And be it enacted, That said corporation is hereby authorized and empowered, in the use and development of its properties and manufacturing plants in Allegany and Garrett Counties and for commercial purposes, to purchase, construct, lease, operate and maintain electric lighting and power plants and to furnish electricity for power and lighting purposes, and all appliances incident or necessary thereto.

SECTION 8. And be it enacted, That said corporation, through its board of directors, shall have power from time to time to fix and determine and to vary the amount of the working capital of said corporation, and to determine the use of any surplus or net profits over and above the capital stock paid in; and in its discretion the board of directors may use and apply any surplus or accumulated profits in purchasing or acquiring its bonds or other obligations or shares of its own capital stock, to such extent and in such manner and upon such terms as the board of directors shall deem expedient; but shares of such capital stock so purchased or acquired may be re-sold, unless such shares have been retired for the purpose of decreasing the capital stock as provided by law.

SECTION 9. And be it enacted, That said incorporators and board of directors, before proceeding to exercise any of the powers herein granted, shall file with the State Tax Commissioner of the State of Maryland a certified copy of this Act, and pay to the Treasurer thereof the bonus tax, as now required by law, upon the amount of capital stock which said corporation is authorized to have, and a like bonus tax upon the amount of any subsequent increased capital stock which said corporation is authorized to issue; the bonus tax upon any increase of the capital stock shall be due and payable immediately after the passage of any resolution by the stockholders of the corporation authorizing such increase; and before such shares of increased capital stock are issued, a certificate of the proceedings of such meeting showing amount of capital stock paid in, either by subscriptions to the capital stock or stock exchanged by way of payment for real estate or other property purchased for the use of the corporation, or for services rendered, and the amount to which the capital stock shall be increased, shall be made out and signed by the chairman of such meeting, with his affidavit and the corporate seal of said company affixed,
attested by its secretary, and filed with the State Tax Commissioner.

SECTION 10. And be it enacted. That this Act shall take effect from the date of its passage; provided, however, that this corporation shall be subject to Article 23 of the Code of Public General Laws of Maryland, title "Corporations."

Approved April 15, 1910.