to adopt and use a common seal, and to alter or change the same at pleasure; to make such by-laws, not inconsistent with the laws of the State of Tennessee, or of the United States, as they may deem proper and necessary for the management of the business of the Company; to sue and be sued, plead and be impleaded; to hold by purchase or otherwise, and to dispose of the same in any way, any real estate or personal property which may be thought useful or necessary for carrying on the operations of the Company, or which it may become possessed of, in payment of debts due to it. SEC. 32. The capital stock of the Company shall be twenty thousand dollars, and divided into shares of not Capital stock. less than twenty-five dollars each, the number and value of the shares to be fixed by the Company, at their first meeting, under this act; the stockholders shall have power to increase the capital stock of the Company to any amount not exceeding five hundred thousand dollars, the stock to be subscribed and paid for as the Board of Directors may prescribe. The shares shall be considered personal, and shall be transferred only on the books of the Company, in person or by attorney. tors, &c. SEC. 33. Be it enacted, That the corporators in this act, may, at their first meeting, be constituted a Board of Di- Board of Direcrectors for the term of one year, and until their successors are elected, in this State; at any annual meeting of the Company, the number of Directors for the Company may be increased by the stockholders, but not to exceed seven. The annual meetings of the Company shall be held at such time and places as the Board of Directors may determine from year to year; at cach annual meeting of the Company a Board of Directors shall be chosen for the ensuing year. Stockholders shall be entitled to vote in person or by proxy, and each share of stock shall count one vote; in case of failure to elect a Board of Directors, the charter of the Company shall not be forfeited thereby. The Directors shall elect one of their number President of the Company, and shall appoint such other officers and agents as they may deem proper, and affix their salaries. SEC. 34. Be it enacted, That all stockholders not having paid for their stock, according to the terms of subscription, shall be personally liable to the creditors of the Company to the amount so remaining unpaid. The Directors shall also be liable to the creditors of the Company for any amount they may declare and authorize to be paid to the stockholders, as dividends, when the Company shall be unable to pay the debts then due by it. To avoid such. liability on the part of any Director, he must enter, or cause to be entered on the minutes of the Board, his dissent thereto, or if not present when the act is done, he shall so record, or cause to be recorded, his dissent thereto, within thirty days after such dividend shall have been authorized. SEC. 35. Be it enacted, That the said Company shall not contract any debts, over and above the amount of the capital stock paid in, no part of which shall be withdrawn, or in any way or manner diverted from the business of the Company, without the consent, in interest, of three-fourths of the stockholders. SEC. 36. Be it enacted, That this act take effect from and after its passage. DANIEL S. DONELSON, Speaker of the House of Representatives. JOHN C. BURCH, Passed March 6, 1858. Speaker of the Senate. Calvin Adkins. CHAPTER 115. AN ACT for the relief of Calvin Adkins, of the county of Anderson; for the benefit of the county of Hamilton, and for the benefit of John Humphreys of Carter county. SECTION 1. Be it enacted by the General Assembly of the State of Tennessee, That the Comptroller of the Treasury be, and he is hereby authorized and directed to issue his warrant on the Treasury, in favor of Calvin Adkins, of the county of Anderson, for the sum of fifty dollars, being the amount of reward paid by said Adkins, to Stokely D. Whilton and others, for the recapture of Leroy Graham, who had escaped from the jail of said county. SEC. 2. Be it further enacted, That the Comptroller be, and he is hereby directed, to issue his warrant upon the Hamilton county. Treasurer, for the sum of six hundred dollars, in favor of the county of Hamilton, for certain money paid out and expended by said county, in guarding the jail at Harrison, in which certain prisoners were confined for felony, from November, 1856, until March, 1857. And that said warrant be issued to Calvin J. Ewing, Chairman of the County Court of Hamilton county, or to his order. SEC. 3. Be it futher enacted, That John Humphreys, of Carter county, be permitted to adopt David French, as J. Humphreys. his own child; which is hereby declared to be done; and the same rights and benefits are hereby, and by virtue of such adoption, conferred upon said David, as he would be entitled to, had he been the born child of said John Humphreys in lawful wedlock; that he be entitled and capable of inheriting or succeeding to the real and personal estate of said John Humphreys, as fully as if born his legitimate child; and that his name be, and the same is hereby changed from David French to David Humphreys. DANIEL S. DONELSON, Speaker of the House of Representatives. JOHN C. BURCH, Passed March 8, 1858. Speaker of the Senate. CHAPTER 116. AN ACT to incorporate the East Tennessee Medical Society, and for other purposes. Be it enacted by the General Assembly of the State of Tennessee, That the act passed, February 27, 1856, chapter 121, section 11, be so amended as to strike out all after the words, "Be it enacted," and to substitute therefor the following: That R. H. Hodson, of Sevier, Samuel Pride, of Blount, James Rodgers, Richard O. Currey and O. F. Hill, of Knox, John L. Atlee, of McMinn, J. G. Brown, of Bradley, John G. James, Milo Smith, Elias Beal, Wm. S. Bell, of Hamilton county, Dr. Blackburn, J. M. Burnett, J. G. Pepper and Dr. Simpson, of Jefferson county, and such others with whom they may choose to be associated, be, and they are hereby incorporated as a body politic, by the name and style of the East Tennessee Medical Society, and by that name may sue and be sued, plead and be impleaded. Said Corporation shall have all the powers granted to the Medical College in the city of Nashville, passed November 13, 1849, and shall have the usual powers granted to such corporations, to pass by-laws and enforce them. Said Corporation shall have succession for ninety-nine years. DANIEL S. DONELSON, Speaker of the House of Representatives. JOHN C. BURCH, Speaker of the Senate. Passed March 8, 1858. CHAPTER 117. AN ACT to incorporate the Clifton Masonic Academy; Station Camp Academy, and SECTION 1. Be it enacted by the General Assembly of the State of Tennessee, That there shall be established in the town of Clifton, in Wayne county, an Institution of learning, to be known under the name and style of Clifton Masonic Academy. SEC. 2. Be it enacted, That the power herein granted, for the government of this Academy, shall be, and is vested in Clifton Lodge, No. 173, of Free and Accepted Masons, Clifton Masonic who shall constitute the Board of Trustees, and by the Academy. Certificates. name and style of the Board of Trustees of Clifton Masonic Academy, shall have perpetual succession, and for permanent establishment of said Academy, shall be the proprietors of all personal and real estate, and property belonging to said Institution of learning, and with their successors, are hereby declared to be a body politic and corporate, by the name and style aforesaid, and shall be liable to sue and be sued, plead and be impleaded, in all courts of law and elsewhere; and purchase, hold or sell estate, both personal and real, and to receive the same by gift or devise, in trust for the purpose of education; and may have a common seal, and also ordain, establish and put in execution, such laws and regulations, for the purpose of transacting the business of and for the governing and conducting said Academy, as shall appear to them proper and necessary: Provided, the same shall not be inconsistent with the Constitution and laws of this State or the Constitution of the United States. SEC. 3. Be it enacted, That in order to aid in the endowment of this Institution, it may be lawful for the Trustees to issue and grant certificates of scholarship to individuals, companies and associations, or Lodges, setting forth the amount of scholarship, which may be limited or perpetual, and upon such condition the Lodge may determine, entitling the holder of such scholarship to such rights as to placing pupils in the school, and upon such terms as may be set forth on their face, which said certificates of scholarship may be transferred, bequeathed or otherwise disposed of as other property. SEC. 4. Be it enacted, That this Institution, as a Masonic school, shall never be transferred to any body or association, but if at any time the charter of Clifton Lodge, No. 173, shall be forfeited or surrendered to the R. W. Grand Lodge of the State of Tennessee, this Institution, with its chartered rights, shall be vested in said Grand Lodge: Provided, said Grand Lodge shall never remove it nor transfer any part of its funds, or in any way divert it from its original design and intention, or dispose of the same. visors SEC. 5. Be it enacted, That the Trustees aforesaid, shall elect a Board of Supervisors of their own body. This Board of SuperBoard shall consist of seven members, who shall be elected immediately after the passage of this act, who shall continue in office until the stated meeting in June, at which time a new Board shall be elected, and thereafter a new Board shall be elected annually. The Lodge failing to elect the Board as above mentioned, may elect them at any subsequent stated meeting. Four members of the Board of Supervisors shall constitute a quorum for transacting business, and shall so soon as elected by the Lodge, elect a President, Secretary and Treasurer. SEC. 6. Be it enacted, That the Board of Supervisors shall nominate Trustees to fill the offices of Principal, Assistant Tutors, &c. SEC. 7. Be it enacted, That the Board of Superviors shall have full power to grant diplomas or such other cer- Power, &c. tificate of scholarship to such of its pupils as may be adjudged worthy, which shall be signed by the elected officers of the Lodge, the Board of Supervisors and the Principal of the Academy, and shall have such other power, and perform such other duties as shall be prescribed in the laws and regulations for the government of the Institution. SEC. 8. Be it enacted, That if at any time a surplus fund shall accrue, after meeting expenses and paying outstanding liabilities, the same may be applied at the option of the Lodge. SEC. 9. Be it enacted, That the building now erected for this School and for a Hall for the use of said Lodge, and all others erected on the same ground or lots, together with the ground, be for ever free from State and county tax, as made and provided in such cases. Academy. SEC. 10. Be it enacted, That an Academy is hereby incorporated in the county of Sumner, to be known by the name of the Station Camp Academy, and John F. Cage, J. Station Camp G. Webb, A. C. Franklin, H. F. Anderson, J. N. Guthrie, A. G. Douglass, John W. Franklin, R. B. Douglass, and J. A. Vaughn, and their successors, be, and they are hereby appointed and constituted a body politic and corporate, by the name and style of the Trustees of Station Camp Academy, and by such name, may sue and be sued, plead and be impleaded, and have succession for fifty years, and ac |