LAWS OF MARYLAND 1860 T. HOLLIDAY HICKS, ESQ. GOVERNOR
An act to incorporate the Consolidation Coal Company.
SECTION. 1. Be it enacted by the General Assembly of Maryland, That James D.
Combs, and John J. Morrison, and such other persons as may become associated with them, in the manner hereinafter provided, shall be and they are hereby constituted a body corporate and politic, by the name of the Consolidation Coal Company, and by that name shall have succession, and be able and capable to sue and be sued, in any court whatever, and may have and use a common seal, and the same alter and renew at pleasure, and shall have all the powers, faculties and franchises and rights necessary and proper for the carrying on the
mining of coal, and the beneficial management of its property, and for the transportation of coal and other products of its mines and property to market, and shall have power and authority to purchase, lease and hold any property, real, personal and mixed, which may be deemed necessary by said company for purposes, and shall also have power to make and pass such by-laws, rules and regulations for the management and government of the affairs of said corporation, and its officers, directors, and agents, as may be deemed necessary or proper, which may also be amended, changed, or repealed at any and all regular meetings of the stockholders of said company; Provided, however, that such bylaws shall not be repugnant to any law of this State or of the United States.
SECTION 2. And be it enacted, that the capital stock of said company shall be
divided into shares of one hundred dollars each, and shall be considered as personal
property, and shall be transferable in such manner as may be provided by the by-laws of
said company, and each share thereof shall entitle the holder thereof to one vote in all
meetings of the stockholders of said company, to be given either in person or by proxy,
and for the purpose of obtaining subscriptions to the said capital stock, books shall be
opened under the direction of the said John J. Morrison, James D. Armstrong, and William
Combs, or the majority of them, at such time, and at such place or places, as the persons
who may act in that behalf, shall deem expedient, and payment may be made for the whole or
any part of such subscriptions, either in land or other property, or money, and if lands
or other property, then, at
such price and valuation as may be agreed upon by those receiving such subscriptions, and in case the said company shall organize and proceed to act as a corporate body, before a sufficient amount is subscribed to the said capital stock for the lawful purposes of said company, the president and directors of said company shall have power at any time thereafter, and as often as they may deem necessary, and without opening anew, books of subscription, to receive further subscriptions to said capital stock, and to augment the same to such extent as may be authorized and fixed at any general meeting of the stockholders of said company, and it may be lawful for all persons and bodies corporate or politic whatsoever, to become subscribers for and owners of the capital stock of said company.
SECTION 3. And be it enacted, that the affairs of said company shall be managed by
the ' persons named in the first section of this act, who are hereby constituted directors
of said company, until directors shall be elected as hereinafter provided, and in case of
the decease of one or more of said persons, or their refusal to act as directors,
the remaining person or persons shall have power to select other persons as directors, for the time being, in their stead, and whenever an amount of the capital stock of said company shall be subscribed, sufficient, in the judgment of the said directors, to justify it in proceeding to the prosecution of its business, a general meeting of the subscribers to the stock of said company shall be held at such time and place as the directors for the time being may appoint, for the purpose of electing a president and directors of said company, to serve for one year thereafter, and until the next election shall be held, and subsequent elections for president and directors of said company shall be annually held
thereafter, at such times and places as the by-laws of said company may prescribe, and the said directors of said company shall have all the powers and authority given to them by this act, and such other power and authority, not inconsistent with the provisions of this act, as may be conferred on them by the resolutions and by-laws of said company.
SECTION 4. And be it enacted, that the directors of said company shall consist of
such number, not less than five nor more than ten, as the by-laws of said company may
prescribe, all of whom shall be stockholders in said company, and the president and
directors of said company shall have power to appoint and remove all officers, servants,
and agents of the company, to manage and conduct all its business of every kind, to borrow
money at any
time and from time to time, for the uses of the said company, and to execute, if deemed by them necessary and expedient, any deed or deeds of mortgage or trust, as security for the payment and fulfillment of any or all of its debts, contracts and liabilities.
SECTION 5. And be it enacted, that all meetings of the stockholders of said company, may be held either in the city of Cumberland, the city of Baltimore or the city of New York, as the directors of said company may from time to time appoint; and all meetings of the president and directors of said company, may also be held at either of the above named places, which the president of said company may from time to time appoint; and in all meetings of the stockholders, a majority of said stockholders, and in all meetings of said president and directors, a majority of said president and directors shall constitute a quorum for the transaction of business.
SECTION 6. And be it enacted, that the said company be and the same is hereby
invested with all and singular the rights, power and authority, necessary to enable it to
locate, construct and maintain such railroad or railroads, as the directors may deem
necessary for the convenient transaction of its business, and for these purposes, the said
company shall be and is hereby invested with all and singular, the rights, powers,
immunities, franchises and privileges, for the surveying, locating and constructing of
such railroad or railroads, and for the working, repairing, preserving and controlling the
same, 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 railroad, and its several supplements were for the
lawful purposes of said company and the benefit of its corporations, given, granted,
authorized and secured to the said company, and to the president and directors thereof
respectively, as fully and particularly as if the same were herein repeated; and in lieu
of constructing any such railroad or railroads, as are hereinbefore authorized, or in
addition thereto, the said company may purchase, lease, hold and maintain any other
railroad or railroads, or other roads or ways, water courses or channel of transportation,
already constructed or hereafter to be constructed, therewith; and it shall also be lawful
for said company to own and navigate such canal boats, steam- boats and sailing vessels,
as it may desire in connection with its business; and to subscribe for and take stock in
any navigation, canal and railroad company, it may deem expedient; and, the said company
hereby incorporated, shall transport upon any railroad or railroads which the said company
may construct under the provisions of this act; and also upon any railroad or railroads which it may purchase as hereinbefore authorized, all persons and property at the same rates of toll and prices of transportation, as the Baltimore and Ohio Railroad company are or shall be by law authorized to charge and receive.
SECTION 7. And be it enacted, that in receiving subscriptions to the capital stock
of said company, if the persons named in the first section of this act or a majority of
them, shall think it advisable so to do, it shall and may be lawful for the said persons
to divide the said stock into a preferred stock, and a common general stock, and to fix
the amount which shall be subscribed as a preferred stock which shall never thereafter be
increased without the unanimous consent of all the stockholders, both preferred and
general, in said company, and such preferred stock, in case the same shall be subscribed
to under this section, shall at all times be entitled to receive dividends to the extent
of six per centum on the par value thereof whenever any distribution shall be made of the
surplus profits of said company in priority to any shares of stock which shall be
subscribed as general or common stock, and in case the surplus profits actually and
properly distributed amongst the stockholders, when a division of the surplus profits
shall be made, shall exceed the amount that may be necessary for the payment of dividends
to the extent aforesaid on the preferred stock, then such excess shall be applied to the
payment of dividends to the extent of six per centum on the par value of the unconverted
shares of stock, and if any surplus profits should still remain, then the same shall be
divided amongst all the stockholders pari passu, without any priority or preference, and
in case the persons named in the first section of this act should not deem it advisable in
receiving subscriptions to said stock, to divide the same into preferred and common stock,
as herein- before mentioned, then it shall and may be lawful for the president and
directors of the said company at any time hereafter to convert a portion of the capital
stock of said company into shares of preferred stock, upon such terms and at such time or
times as the said president and directors may determine, and the said portion of said
capital stock so converted into preferred stock shall thenceforth
be entitled to all the privileges in respect of dividends hereinbefore secured to those who may become subscribers to such preferred stock; Provided, however, that before the said president and directors shall issue or create any such preferred stock, a previous direction and authority therefor shall be conferred and given by a resolution passed at some general or special meeting of the stockholders of said company, called in pursuance of and after notice given, as directed by the by-laws of said company; And provided further, that an opportunity shall be afforded all the stockholders in said company without distinction or discrimination, and they shall be entitled to convert a portion of their stock into such preferred shares upon the same and equal, and like terms and conditions, and in the proportions in which they may hold such stock respectively.
SECTION 8. And be it enacted, that nothing herein contained shall be construed to give to the said company banking privileges; and this act shall take effect from the day of its passage.
Passed March 9, 1860
Maryland State Archives Volume 588, Pages 382 to 386