SEC. 8. In case any manufacturing company owning a manufac- Of appraisal of turing establishment has obtained or shall obtain a charter of incor- property of manufacturing poration, and all the members of the corporation shall be members corporations by of the company, or the members of the corporation not members of assessors. the company shall own less than one third of the stock of the corporation, the manufacturing establishment, including all the real estate and machinery conveyed by the company to the corporation, shall be appraised by the assessors of taxes of the town wherein such manufactory shall be situated, and the amount of the capital stock of such corporation, represented by such real estate and machinery, shall not exceed the sum at which the same may be appraised as aforesaid, either in the whole under the provisions of this chapter, or in any part which may be exchanged by any member of the company for shares in the stock of such corporation, or in which he may pay assessments laid on his shares in the same. SEC. 9. Such assessors shall receive for their services in appraising Compensation such real estate and machinery the sum of ten dollars, to be equally of assessors. divided between such of them as may act in the premises, not being less than a majority of the whole number, together with their necessary expenses in making such appraisement, to be paid by the corporation. recorded. SEC. 10. A certificate of such appraisement, signed and sworn to Certificate to by the assessors making the same, shall be first recorded as aforesaid, be made and in addition to the certificate required by the second section of this chapter, before the liability of the members of such corporation for the debts and contracts of the same shall cease. SEC. 11. Every manufacturing company included within the pro- Annual certifivisions of this chapter shall file in the town clerk's office of the town cate to be filed where the manufactory is established, annually, on or before the fif- by corporation. teenth day of February, a certificate signed by a majority of the directors, truly stating the amount of its capital stock actually paid in, the value as last assessed for a town tax of its real estate, the value of its personal assets, and the amount of its debts or liabilities on the thirty-first day of December of the year next preceding. certificate not filed. SEC. 12. If any of such companies shall fail so to do, all the stock- Liability of holders of such company shall be jointly and severally liable for all stockholders if the debts of the company then existing, and for all that shall be contracted before such notice shall be given, unless such company shall have become insolvent and assigned its property in trust for the benefit of its creditors, in which case the obligation to give such notice by the filing of such certificate, shall cease. SEC. 13. If such certificate be not so made and filed by a majority How stockof the directors, or other officers of such company, any stockholder holders may thereof may exempt himself from liability for the debts of the com- selves from exempt thempany in consequence of such neglect, by filing in the office of the such liability. town clerk of the town where the manufactory or corporation is established, on or before the twenty-fifth day of the same February, a true return, under oath, of the situation of the said corporation, as is required by the provisions of this chapter, as nearly as he can ascertain the same, or by filing in the said office a statement, under oath, that a majority of the directors, or other officers of such company, have been requested by him to make the return required, and that they have refused or neglected so to do, and that the stockholder is not able to make the required return; such statement so made by a stockholder and filed as aforesaid, shall be published in some daily paper printed in Providence, and, if said corporation is located with Debts not to exceed capital stock paid in; liability of di rectors for excess. How absent or objecting di rector may exempt himself from liability. How manufac turing corporations heretofore appointed may adopt pro visions of this chapter. Real and per sonal estate of manufacturing corporations liable for debts of. Liability of officers for making false certificate of company. out the county of Providence, in a newspaper in the county where the corporation is located. SEC. 14. The whole amount of the debts which any such corporation shall at any time owe shall not exceed the amount of its capital stock actually paid in; and in case of any excess, the directors under whose administration it shall happen shall be jointly and severally liable, to the extent of such excess, for all the debts of the company then existing, and for all that shall be contracted, as long as they shall respectively continue in office, and until the debts shall be reduced to the amount of the capital stock of such company paid in. SEC. 15. Any director, who shall be absent at the time of contracting any debt contrary to the foregoing provisions, or who shall object thereto, may exempt himself from said liability, by forthwith giving notice of the fact to the stockholders, at a meeting which he may call for that purpose. SEC. 16. If any manufacturing company heretofore incorporated, having a capital paid in of thirty thousand dollars, or upwards, shall, at any legal meeting called for that purpose, vote to adopt the provisions contained in this chapter; and shall also cause to be recorded, as provided in the second section of this chapter, a certificate, signed by the president, treasurer, clerk, and a majority of the directors, stating the amount of the capital actually paid in, and if any part thereof has been divided or withdrawn, stating also the amount of the debts and credits and an estimate of the value of the real and personal estate of said corporation, for the purpose of carrying on the business thereof, at the time of making such certificate; and if the said officers shall make oath that they have carefully examined the records and accounts of said corporation, and faithfully estimated the value of the property and the funds thereof, and that said certificate, by them signed is true, according to their best knowledge and belief; then no stockholder shall be liable for any of the debts of the said company, contracted after the recording of such certificate, except for the causes and in the manner herein before provided. SEC. 17. The real and personal estate of every manufacturing corporation incorporated under, or which shall vote to adopt the provisions of this chapter, shall be liable to be attached and taken, levied on and sold, for the debts and liabilities of the company, on any writ of attachment or execution issued against the company for such debt or liability, the writ to be a writ of attachment in common form, and the courts issuing executions against such corporations being authorized to conform their executions, so as to carry out the provisions of this section. SEC. 18. If any certificate made, or any public notice given, by the officers of any manufacturing company, in pursuance of the provisions of this chapter, shall be false in any material representation, all the officers who shall have signed the same, knowing it to be false, shall be jointly and severally liable for all the debts of the company contracted whilst they were stockholders or officers thereof. Of the remedy SEC. 19. Whenever any of the officers of any manufacturing against officers company shall be liable, by the provisions of this chapter, to pay the liable for debts debts of such company, or any part thereof, any person to whom they may be so liable may have an action on the case against any one or more of the said officers; and the declaration in such action shall state the claim against the company, and the ground on which the plaintiff expects to charge the defendant personally; and such action may be brought, notwithstanding the pendency of an action against the company for the recovery of the same claim or demand; and both of the actions may be prosecuted, until the plaintiff shall obtain the payment of his debt, and the cost of both actions. SEC. 20. Whenever the stockholders of any manufacturing company shall be liable, by the provisions of this chapter, to pay the debts of such company, or any part thereof, their persons and property may be taken therefor on any writ of attachment or execution, issued against the company for such debt, in the same manner as on writs and executions issued against them for their individual debts. Of process against stockholders, and how served. SEC. 21. The person to whom said officers or stockholders may of remedy by render themselves liable as aforesaid may, instead of the proceedings bill in equity. aforementioned, have his remedy against said officers or stockholders by a bill in equity in the supreme court. liable for con tribution. SEC. 22. Any stockholder who shall, whether voluntarily or by Stockholders compulsion, pay any debt of the company for which he is made liable by the provisions of this chapter, may recover the amount so paid, in an action on the case against the company; in which action the property of the company only shall be liable to be taken, and not the person or property of any stockholder of the company; or, the person who shall have so paid such debt of the company may proceed in the supreme court in equity, for contribution, against any one or more of the stockholders who were originally liable with him for the payment of said debt, and may recover against each of them their just and equitable proportion thereof. paid debt of SEC. 23. Any officer of a manufacturing company who shall pay Remedy of offiany debt of the company for which he is made liable by the provis- cer who has ions of this chapter, may recover the amount so paid in an action against the company for money paid for their use, in which action the property of the company only shall be liable to be taken, and not the person or property of the stockholder. company. SEC. 24. No persons holding stock in any manufacturing com- Who not liable pany, as executors, administrators, guardians, or trustees, and no per- for debts of son holding such stock as collateral security, shall be personally company, by holding stock. subject, by virtue of such stock, to any liabilities as stockholders of such company; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executors, administrators, guardians, and trustees shall be liable in their hands, in like manner and to the same extent as the deceased testator or intestate, or the ward or person interested in such trust fund, would have been, if they had respectively been living and competent to act, and had held the same stock in their own names. SEC. 25. Every such executor, administrator, guardian, and trustee shall represent the shares or stock in his hands at all meetings. SEC. 26. All manufacturing corporations hereafter created shall be subject to the provisions of this chapter. Executors, &c., to vote as stockholders. Who affected by this chapter. State auditor insurance commissioner. Powers and duties of. Same subject. SECTION 16. Mutual fire insurance companies may refuse premium notes, when. 17. General treasurer authorized to receive from insurance companies securities required by laws of other states to be by them deposited. 18. Power of general treasurer and 19. General treasurer to furnish such 23. Same charges, &c., to be imposed 25. Statements and returns required SECTION 1. The state auditor, by virtue of his office, shall be insurance commissioner. SEC. 2. The insurance commissioner shall, whenever requested so to do by the governor, visit any insurance company incorporated in this state, and shall have free access to its vaults and all its books and papers, and shall, if he deems it expedient, thoroughly inspect and examine all the affairs of such company, and make all such inquiries as may, in his opinion, be necessary to ascertain the condition of such company, and its ability to fulfil all its engagements, and whether it has complied with the provisions of law applicable to its transactions. SEC. 3. The insurance commissioner may summon and examine, under oath, all directors, officers, and other agents of such insurance company, and such other witnesses as he may think proper, in relation to the affairs, transactions, and condition of the same; and any such director, officer, agent, or other person, who shall refuse, without justifiable cause, to appear and testify when thereunto required, as aforesaid, or who shall in any way obstruct said commissioner in the discharge of his duties, as prescribed in this chapter, shall, on conviction thereof, be fined not exceeding five thousand dollars, or be imprisoned for a term not exceeding two years; and in case the person so refusing or obstructing as aforesaid be a director, officer, or agent of such company, such company may also be proceeded against, as is hereinafter provided. ficers of insurto show cause why charter ance company, should not be forfeited, when and how to issue. SEC. 4. The supreme court, when in actual session, or otherwise, Citation to of any justice thereof, shall, upon complaint in writing from the insurance commissioner, under oath, setting forth that, in his opinion, any insurance company has forfeited its charter at law, or is so managing its concerns that the public, or those having funds in its custody, are in danger of being defrauded thereby, or has become insolvent, forthwith issue a citation to such company, directed to, and to be served upon the president, secretary, or treasurer thereof, by leaving an attested copy at the office of the company, or usual place of business, commanding such president, secretary, or treasurer personally to appear before said court or justice, on a day and in a place to be mentioned in the citation, then and there under oath to show cause, if any they have, why a writ of injunction should not issue enjoining such company from further exercising the powers and franchises conferred by its charter, and why said charter should not be forfeited. SEC. 5. If, upon the examination of the president, secretary, or Proceedings treasurer, and of such other witnesses and evidence as may be intro- upon such citation, &c.; duced by the insurance commissioner and defendants, the court or justice shall be of opinion that the charter of such company is forfeited at law, or that such company is so managed as that the public, or those having funds in its custody, or who hold policies of insurance issued by it, are in danger of being defrauded thereby, or that such company has become insolvent, said court or justice shall issue an injunction to the president, secretary, or treasurer, and other officers of said corporation, enjoining them from proceeding further in transacting the business thereof, and shall appoint some discreet and proper receiver, &c. person to be receiver of all the evidences of debt, goods, effects, and property of every description belonging to such corporation, and may, from time to time, require such receiver to give bond, with surety to the satisfaction of said court or justice, for the faithful execution of his trusts. appointment of ceiver. SEC. 6. The receiver may take such evidences and property into Powers and his possession, and shall collect the debts, dispose of the property, duties of reand pay out of the proceeds thereof, if the same shall be sufficient, all the debts of the corporation, first reserving to himself such reasonable compensation as shall be allowed by said court or any justice thereof for his services. SEC. 7. The receiver shall be clothed with all the powers and Power of, to rights in respect to the collection of debts due to such corporation, collect debts. which the corporation possessed by virtue of its charter or otherwise, before such injunction issued; and may be removed by the supreme court when in actual session, or otherwise, by any justice thereof, and another be appointed by said court or justice in his stead; and Power of suthe said court shall have the same power and authority over the re- preme court ceiver, his acts, proceedings, and accounts, as is exercised by conrts of equity in like cases. over. |