library
(HiaCAU OF R,* VAY ECONOMICS,
WASHir row, o. c.
T H E C H A lî ï E ß
AN U
BY-LAWS
of thk
(Lr;
I 33
•c.b~
\kT*jt\<M\ i fi
BUKLINGTOBÍ, Vt. :
D . A. DANFORTII, Peinteb.
1856.
THE CHARTER
I
I
AND
BY-LAWS
!
OF THE
BlTRLIUfGTOIV, Yt. :
D . A. DANFORTH, Pkintee.
1856.
LIBRARY
BUREAU OF RAILWAY ECONOMICS,
WASHINGTON, B. C.
THE
CHARTER
OP THE
AN ACT
Establishing a Corporation by tlic name of the Cham-
plain Transportation Company.
Section 1st. It is hereby enacted by the- General Assembly of
the State of Vermont, That Ezra Meach, Martin Chittenden,
Stephen W. Keyes, Luther Loomis, Roswel Butler and Eleazar
H. Doming, their associates and successors, shall be, and are here¬
by, created a Corporation and body politic, in fact and in name, by
the name of the " Champlain Transportation Company," and
by that name shall have succession, and may sue and be sued ;
contract and be contracted with; plead and be impleaded, in all
respects like a natural person ; may purchase, hold and convey
j real estate to the value of Twenty Thousand Dollars ; may have
a common Seal, and alter the same at pleasure, and enjoy all the
rights, privileges and immunities incident to a corporation for the
purpose of transporting, by the aid of tow-boats or otherwise, pas¬
sengers, goods, wares and merchandise, and all other articles and
things usually transported by water upon the said Lake Champlain.
Section 2d. It is hereby further enacted, That the stock of said
Company shall be deemed and considered personal property, and
may consist of as many shares as the Company may consider pro¬
per, not exceeding two thousand, at fifty dollars each ; that each
of the said stockholders shall pay in such sums, and at such times,
upon the shares by them subscribed, as the Directors of said Com¬
pany shall from time to time direct, upon pain of forfeiting the
said shares and all previous payments made thereon, to the Direct¬
ors, for the benefit of said Company ; That the management of said
<4 Charter of tiie Ciiamplain Transportation Company.
Company, and its concerns, shall be intrusted to nine Directors,—
being stockholders, a majority of whom shall reside within this
State—who shall hold their offices for one year from the first day
of February in each year : That an election of Directors shall ho
held annually on the Thursday next preceding the first day of
February, in such place, and at such time, in the Village of Bur¬
lington, as the Directors shall from time to time appoint—notice
of which shall be given personally, or by publication in such news¬
papers as the Directors, by their By-Laws, may direct—which
notice or publication shall be at least ten days previous to an elec¬
tion : That all elections shall be by ballot, by the stockholders in
person, or by proxy,—each stockholder voting in the following
manner, viz : one vote for every share not exceeding ten ; one
vote for every two shares over ten and not exceeding twenty ; and
one vote for every five shares over twenty : and the nine persons
having the greatest number of votes shall be Directors ; and if any
two or more persons shall have an equal number of votes, so that
nine Directors shall not be chosen, the stockholders shall proceed
in like manner to elect so many as shall complete the number of
nine directors : That the stockholders shall meet at Burlington on
or before the last Tuesday of December next after the passing of
this act, notice whereof shall be given by a notification, signed by
Luther Loomis, and published in the Northern Sentinel, printed
at Burlington, at least six days before the time appointed for such
meeting ; at which said meeting the stockholders may elect nine of
their number Directors, in manner aforesaid, who shall, within one
week after their election, appoint one of their number President,
who shall preside at all meetings of the Board ; and in case of his
absence from any meeting of the Directors, the remaining Directors
present, or a majority of them, may elect a President pro tern. ; and
in case of vacancy, by death or otherwise, of any Director or Di¬
rectors, the remaining Directors, or a majority of them, may and
shall elect to fill such vacancy, from among the stockholders : and
the nine Directors first elected, or elected to fill any vacancy in the
first Board, shall hold their offices until the first day of February,
one thousand eight hundred and twenty-eight, and until others are
appointed—anything in this act to the contrary notwithstanding.
Charter of the Chamflain Transportation Company. 5
Section 3d. It is hereby further enacted, That it shall be the
duty of the Directors to appoint a Clerk and Treasurer, who shall
reside and keep their respective offices in the State, and such other
officers as the Company shall, require ; and the same person may
discharge the duties of both the offices of Clerk and Treasurer, as
circumstances may require; they shall declare dividends on,,the
stock of the Company as often as the interests of said Company
shall require it ; shall regulate the mode of transferring stock and
! of calling extraordinary meetings of the Stockholders and Direct¬
ors, and shall also have power to pass such other By-Laws and
regulations, and repeal and alter the same at pleasure, as they may
deem necessary and proper for the due regulation of their common
concerns and interests, not repugnant to the constitution and laws
of this or the United States.
Section 4th. It is hereby further enacted, That if it, should so
happen that any election should not be holden on the days or times
which by this act is prescribed, the said corporation shall not
therefor be dissolved, but it shall be lawful to hold said election
on any other day : And it shall also be lawful for said Company,
at any annual meeting, to lessen the number of Directors to any
number not less than five, or increase them to any number not
more than fifteen : Provided always, That nothing in this act shall
be construed to prevent the Legislature of this State from laying
a reasonable and proportionate tax upon the stock of said Compa¬
ny : Provided also, That after the expiration of sixteen years.from
the passing of this act the Legislature shall have right to repeal,
the same, if in their opinion the public interest shall require it.
Secretary of State's Office, )
October 26, 1S26. J
I Certify that the foregoing is a .true copy of an Act of the
Legislature of this State, passed on the 26th day of October, in
the year of our Lord one thousand eight hundred and twenty-six,
on file in this office.
In testimony whereof, I, Norman Williams, Secretary
of State, do hereunto subscribe my name, and have to
L. S. these presents affixed the Seal of my office.
Signed, NORMAN WILLIAMS.
o
Charter of the Champlain Transportation Company.
AN ACT in alteration of, and to amend an Act entitled " An Act
establishing a Corporation by the name of the Champlain Trans¬
portation Company."
Section 1st. It is hereby enacted by the General Assembly of the
State of Vermont, That the annual election of Directors, for said
Champlain Transportation Company, may hereafter be holden on
the first Thursday of January in each year, instead of the Thurs¬
day next preceding the first day of February in each year, as is
now in and by said Act provided ; and the said Directors, when so
elected, shall hold their offices for one year from the said first
Thursday in January in each year.
Section 2d. It is hereby further enacted, That the said Company,
at any annual or extraordinary meeting of said Company, legally
notified, agreeably to the Act to which this is an alteration, or
agreeably to the by-laws of said Company, shall have power to
increase the stock of said Company, so that the same may consist
of Three Thousand Shares of Fifty Dollars each.
State of Derm ont.
Secretary of State's Office, )
Montpelier, 14th Nov., 1S33. J
I hereby Certify' that the foregoing is a true copy of an
Act passed by the Legislature of the State of Vermont on the 6th
day of November, A. D. 1833, as appears by the files and records
in this office.
In testimony whereof, I have hereunto set my hand
and affixed the Seal of this office, this fourteenth day of
L. S. November, in the year of our Lord Christ one thousand
eight hundred and thirty-three.
Signed, TIMOTHY MERRILL.
Secretary of State.
BY-LAWS OF THE CHAMP LAIN TRANSPORTATION COMPANY.
7
BY-LAWS
OF THE
Section 1st. The names of the subscribers to the stock of the
Champlaia Transportation Company shall be inserted in a Book,
kept by the Clerk of said Company for that purpose.
Section 2d. That printed Certificates of the stock so subscribed
shall be issued and delivered to each stockholder, under the signa¬
ture of the President and Clerk of said Company, for the time
being, which said certificates shall be in the following form, viz :
This certifies that is entitled to
shares in the capital stock of the Champlain Transportation Com¬
pany, subject nevertheless to the payment of dollars
on each share, in such sums, and at such times, as may be required.
President.
Clerk.
That when any instalment on such stock shall be called for and
paid, the receipt of the Treasurer or any authorized agent, by way
of endorsement on the back of such certificate, shall be good and
valid, and evidence of such payment to said Company : Provided
always, That no such instalment shall be required to be paid with¬
out a previous notice of at least ten days being given, of such pay¬
ments being required, which notice shall be given by publishing the
same in a paper printed at Burlington and St. Albans, the first in¬
sertion of which shall be ten days, at least, before the day of
payment.
Section 3d. That when any such certificate shall be lost or de¬
stroyed, so that it cannot be produced by the stockholder, all which
shall be made to appear to the satisfaction of the Directors, then,
and in such case, it shall be the duty of said Directors to cause to
be issued to such stockholder a duplicate certificate, which shall,
8 BY-LAWS OF THE CHAMFLAIN TRANSPORTATION COMPANY".
on the face of it, appear to be a duplicate, for the stock which he
may hold, with the endorsements of all such payments as may be
made thereon. '
Sec. 4th. When any sale or transfer of the stock of said Com- >
pany shall be made, the stockholder so selling or transferring his )
stock by himself, or his attorney, shall surrender to the Clerk
of said Company the certificate which ho may hold therefor, and
shall, himself, or by his attorney, cause the number of shares so j
sold to be entered upon the Transfer Book, to be kept by the Clerk [
for that purpose, and thereupon it shall be the duty of said Clerk I
to issue a new certificate to the purchaser for the number of shares í
so purchased, and also a new certificate for the number of shares, s
if any, which may remain in the hands of the person so selling or j
transferring his stock ; and the said Company will take no notice )
of any transfer or assignment of stock made in any other manner
or form. \
Sec. 5th. It shall be the duty of the President of said Company s
to sign all contracts and obligations for and on behalf of said Com- \
pany, which shall be done in his capacity of President, and all
contracts and obligations so signed shall be binding and obligatory
on said Company, provided they be made by and with the consent
of the Directors, or a major part of them. He shall call special
meetings of the Directors by giving personal notice, or by publish¬
ing the same in a newspaper printed at St. Albans and Burlington,
at least ten days previous to such meeting, whenever, in his opin¬
ion, the business of the company requires it ; and shall do and per¬
form all other acts and things proper for a President to do and per- ]
form, and which may be required of him. i
Sec. 6th. The property, concerns and affairs of the Company |
shall be managed and directed by the President and Directors of ¡
the Company ; and in addition to the duties prescribed by the act
of incorporation, they shall select, employ, and regulate the pay
or wages of the Captain or Captains to be employed on board of,
and to navigate the boat or boats belonging to said Company, who
shall be accountable to said President and Directors for all his
acts relating to the business of the Company while in their service.
Sec. 7th. It shall be the duty of the Captain or Captains, [ by
and with the consent and advice of the President and Directors of
BY-LAWS OF TOE CHAJlPLAIN" TRANSPORTATION COMPANY. 9
said Company,] to select, employ, and regulate the pay or wages,
of the engineers, mariners, stewards, servants, cooks, and all other
persons attached to the boats belonging to said Company. It shall
also be the duty of the captain or captains of each boat to keep
regular way-hills of each trip, in which shall he entered the names
of all passengers who shall go on board of their respective boats,
the place where taken on board, and where landed, with amount re¬
ceived from each passenger, which sum shall be entered iu a book
kept for that purpose, at the end of each trip. They shall ah o keep a
regular and fair account of all monies received for freight, and all
other business which may be done by the boats belonging to said
Company, and also of all debts, dues or demands for or against
said Company, which shall come within their knowledge while on
board. They shall also keep regular and fair vouchers for all
monies paid out by tliem for wages of the crew, and all incidental
expenses which may be paid out by them. It shall also be t he
duty of the captain or captains to pay over to the Treasurer of said
Company all monies which they may have on hand (and which are
not wanted for the ordinary expenses of the boat,) once in each
week, when receipt therefor shall be a good and sufficient voucher.
Sec. 8. The engineers, pilots, stewards, mariners, servants,
cooks, and all others on board the boat or boats, shall be under the
immediate command of the Captain, on board, who shall have pow¬
er to dismiss at once, any one or all of them, for any misconduct
or disobedience of orders, if he shall see fit. It shall be the duty
of the stewards (under the direction of the Captains) to furnish and
take charge of the bar of the boat, also to furnish, as aforesaid, the
necessary provisions and stores for the boat ; to superintend and
take charge of the furniture of the same ; to deliver out provisions
and stores to cooks and servants, with proper economy ; to deliver
out the washing, and see that everything is safe on board again.
He shall keep a regular and fair account of all monies received and
expended, and be accountable therefor to the Captain.
Sec. 9. The Treasurer shall keep a regular and fair account of
all monies he may receive for said Company, and shall pay them
out by the order of the President, countersigned by any one of the
Directors, or in the absence of the President, by the order of a
major part of the Directors.
ÎO BY-LAWS OF THE CHAMPLAIN TRANSPORTATION COMPANY.
Sec. 10. The Clerk, in addition to the duties herein before im-
j posed upon him, shall keep a regular and fair account of the pro-
I ceedings of the stockholders and Board of Directors ; shall attend
all their meetings, with his book of records, and do and perform all
; ! other acts and things proper for him to do as Clerk, and which may
be required from him.
Sec. 11. To prevent any misunderstanding, hereafter it is to be
understood that in all cases when it shall hereafter become neces¬
sary or proper for the Stockholders to vote, upon any matter or
thing, touching their common concerns or interest, that they shall
vote by ballot, each Stockholder voting in the same manner and to
be allowed the same number of votes as when voting at any elec¬
tion of Directors, as provided by the act of incorporation.
Sec. 12. It shall be the duty of the Clerk of the Company to
cause notice of the annual election of Directors to be published,
according to the requirements of the act of incorporation, in a
newspaper printed at Burlington and St. Albans, if there be any
paper published at those places.
Adopted by Resolution, 2d January, 1828.
Alterations and Additions to the By-Laws of the Champlain
Transportation Company.
JANUARY 2d, 1840.
Resolved, That so much of the 9th Section of the By-Laws as
provides that the Treasurer shall pay out the monies of the Cor¬
poration, by order of the President, countersigned by one of the
Directors, or in the absence of the President, by order of a major
part of the Directors, be, and the same is hereby, repealed.
Adopted.
JANUARY 7th, 1841.
Resolved, That the 5th Section of the By-Laws of this Company
be so amended as to authorize the President to sign a note or notes,
or other contracts for the purchase of property for the use of the
Company, on the authority and by direction, in writing, of the
Agents, or a majority of them, duly appointed by the Board.
Adopted.
BY-LAWS OF TOE CHAMPLAIN TRANSPORTATION COMPANY. 11
MARCH 1st, 1S43.
Resolved, That the By-Laws of this Company be so amended;
that in all cases when the stock of this Company shall be, and shall
have béen transferred by sale, on execution or otherwise, by opera¬
tion of law, the Clerk shall be authorized to issue new scrip to the
purchaser or owner, without requiring the surrender of the old
scrip, and that he make a record of the transfer on the Transfer
Book. Adopted.
Voted, That the By-Laws of the Company be so altered and
amended, that the Clerk of the Company shall publish the notices
of all meetings of the Stockholders and Directors, in a newspaper
printed at Burlington only, instead of Burlington and St. Albans,
as heretofore, when necessary for publication.
JANUARY 2d, 1851.