SESSION LAWS, 1846 THOMAS G. PRATT, ESQUIRE, GOVERNOR

CHAPTER 297.

An act to incorporate the Lulworth Iron Company,

Section 1. Be it enacted by the General Assembly of Maryland, That Samuel M. Semmes, John G. Lynn, Henry Thomas Weld, Jonathan Guest and Robert Samuel Palmer, and all and every person who shall become associated with them in the manner hereinafter prescribed, shall be, and they are hereby incorporated, by the name of the Lulworth Iron 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 and 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 manufacturing 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 corporation shall at no time hold or possess in this Slate more than five thousand acres of land, exclusive of the quantity which may be occupied as the bed of any road or roads which it may be found necessary to purchase or 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 corporation, whether the same be real or personal, or both, shall amount to the sum of five hundred thousand dollars, which shall be divided into shares of one hundred dollars each, and said corporation shall have power to increase said capital stock, if they should think it advisable so to do; provided, said capital stock shall not be increased so as to exceed at any time the sum of one million of dollars, which additional stock shall be divided into shares as aforesaid, and the lands and mines, or any part thereof of the said Samuel M. Semmes, John G. Lynn, Henry Thomas Weld, Jonathan Guest and Robert Samuel Palmer, or of either of them may, at the option of said corporation, constitute a part of said capital stock at such a price as may be agreed upon between the said corporation and the said Samuel M. Semmes, John G. Lynn, Henry Thomas Weld, Jonathan Guest and Robert Samuel Palmer, or either of them.

SEC. 3. And be it enacted, That Samuel M. Semmes, John G. Lynn, Henry Thomas Weld, Jonathan Guest and Robert Samuel Palmer, or a majority of them, shall be authorized to receive subscriptions to the capital stock of said corporation, and shall designate the times and places at which said subscription shall be received, by giving notice in one or more newspapers printed in the town of Cumberland and in the city of Baltimore, and elsewhere, if they deem it expedient; and each subscriber shall pay, at the time of subscribing as aforesaid, the Sum of five dollars upon each and every share so subscribed for; and shall, by virtue thereof, be taken and considered, and thereby become a member of Said corporation, and at all meetings of the stockholders be entitled to one vote for each and every share so held by him, and all absent stockholders shall be allowed to vote by proxy, and all shares in said corporate property shall be considered as personal property, and be transferable as such.

SEC. 4. And be it enacted. That the concerns of said president and corporation shall be managed by a president, who shall be a director, and four other directors, to be chosen annually by the stockholders, and to serve for the term of one year and until others are chosen; and that until such choice of a president and directors, the said Samuel M. Semmes, John G. Lynn, Henry Thomas Weld, Jonathan Guest and Robert Samuel Palmer, or a majority of them, shall have full power and authority to exercise all the corporate powers of the said corporation; 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 said corporation ; also to purchase and hold such real and personal property, materials, vessels, carriages, machinery, implements, privileges, casements and franchises, and to purchase, or cause to be made, all such machinery, buildings or other improvements as may be necessary to carry into effect the objects of the said corporation, 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 corporation, and the evidences thereof; and generally to do whatever they may judge expedient for the interest of said corporation, 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-laws adopted at any general meeting of the stockholder of said corporation, and a quorum, for the transaction of business, shall consist of a majority of said directors; 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, by appointing some stockholder to that office till the next meeting of stockholders for the choice of directors.

SEC. 5. And be it enacted, That a meeting of the stockholders shall be held annually at such time and place as shall be established by the by-laws, and it shall be the duty of the president and directors, at said meeting, to make a report of the condition and affairs of said corporation, and a special meeting of said stockholders may be called at any time by a majority of the directors, or by one or more stockholders, who shall represent one-fifth part of said capital stock, of which meeting ten days previous notice, stating the object thereof, shall he given in some newspaper printed in the said town of Cumberland, and at all meetings of the stockholders, the owners or representatives of a major part of the capital stock shall constitute a quorum for the transaction of business, and shall have power to pass, amend, alter or repeal the by-laws, and to remove from office any director, officer or agent of said corporation, and to appoint others in their stead.

SEC. 6. And be it enacted. That for the purpose of enabling said corporation to transport the produce of its mines and manufactories to market and elsewhere, in the cheapest and most expeditious manner, the said corporation and the president and directors thereof, shall be, and are respectively invested with all and singular the rights, profits, powers, privileges, authorities, immunities and advantages for the surveying, locating, establishing and constructing a rail road or rail roads, with the necessary appurtenances, beginning the same at or near the mines or manufactories of the said corporation, and running to a convenient point or points at or near the town of Cumberland, or to such other point or points as may best suit the convenience and interest of said corporation, and for the using, preserving and controlling the said rail road or rail roads, and the necessary vehicles and appurtenances thereto belonging, and every part thereof, 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 Lulworth Iron 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 or rail roads 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 corporation; and that the said corporation shall transport on its said rail road or rail roads, all persons and properly, at the same rates of toll and prices of transportation as the Baltimore and Ohio Rail Road Company are, or shall be, by law, allowed to charge and receive; provided however, that in all cases where a connection is formed between the rail road or rail roads hereby authorized to be constructed, and the rail road or rail roads of any other corporation or citizen of this State, the cars to be used in the transportation of persons and property shall be adapted in size and all necessary particulars to the rail road or rail roads of the said Lulworth Iron Company; and provided further, that the Legislature of this State may at any time hereafter regulate, modify or change the control, use and estate of the rail road or rail roads to be constructed under the authority hereby given, in such manner as it may deem equitable towards the said corporation, and necessary to the accommodation of the public travel or use of the said rail road or rail roads.

SEC. 7. And be it enacted, That any corporation now or hereafter to be formed, shall have the privilege of passing over the lands of the said Lulworth Iron Company, so as to connect any lateral rail road with the rail road or rail roads of said corporation, by paying to said corporation, such sum or sums of money, as may be agreed upon, by three disinterested persons, appointed by the commissioners of Allegany county, to value the damages done to the said corporation, by the passing over its lands for the purpose of forming said connection.

SEC. 8. And be it enacted, That if any subscribers to the capital stock of said corporation, or any person or corporation, who may become entitled to any share or shares of such capital stock, shall fail or neglect to pay any assessment or installment, which may be required to be paid by the president and directors of said corporation, or a majority of them, on the share or shares of stock subscribed for, or owned by such subscriber, person or corporation, for the space of sixty days next after such assessment or installment, shall be demanded and made due and payable, the stock on which such assessment or installment is demanded, shall he forfeited to the said company, and may be sold by the said president and directors, or a majority of them, for the benefit of said company, but the said president and director or a majority of them may remit such forfeiture on such terms as they shall deem proper.

SEC. 9. And be it enacted, That nothing in this act be so construed as to authorize the said corporation to issue any note, token, device, scrip or other evidence of debt, to be used as currency.

SEC. 10. And be it enacted, That this ad shall commence and be in force from and after the passage thereof, and that it shall at all times from the organization of the company, be liable to be amended or repealed at the pleasure of the Legislature.

Passed March 1, 1847

Maryland State Archives Volume 611, Pages 280 to 285

 

Joseph A Thomas. A Digest of the Maryland Statutes

LUDWORTH IRON COMPANY.

1846, c. 297, 1847, c. 57, incorporating the Ludworth Iron Company, and to change the name of said Company. Lynn et al. v. Mount Savage Iron Co., et al., 34 Md., 603.

Maryland State Archives Volume 387, Page 252

Joseph A Thomas. A Digest of the Maryland Statutes

LUDWORTH IRON COMPANY.

1846, c. 297, 1847, c. 57, incorporating the Ludworth Iron Company, and to change the name of said Company. Lynn et al. v. Mount Savage Iron Co., et al., 34 Md., 603.

Maryland State Archives Volume 387, Page 258