____________________________________________________________________________ An Act to Incorporate the Arkansas Manufacturing Company. Preamble. Section 1. Arkansas Manufacturing Company incorporated - their powers and privileges. Section 2. Amount of capital stock, etc. Section 3. Business of corporation to be transacted by an appointed agent - meeting of stockholders, etc. Section 4. Stockholders to make by-laws, etc. - to appoint officers. Section 5. Statement of accounts and of the business of the company to be made periodically. Section 6. Liability for debts of the company - this act to be a public act, etc. Whereas, For the purpose of concentrating the efforts and giving force and stability to the laudable exertions of a portion of the citizens of this State, who are endeavoring to promote the general prosperity and independence of our State, by erecting cotton and wool factories, therefore: Section 1. Be it enacted by the General Assembly of the State of Arkansas, That John Matlock and Elizabeth P. Merrill, with all others who may be hereafter associated with them, be and they hereby are, with their successors and assigns, made and established a body politic and corporate, by the name of the Arkansas Manufacturing Company, for the purpose of manufacturing any kind of cotton or woollen goods, yarns or materials of which wool or cotton form constituent parts; and also, for grinding wheat and corn and other grains, sawing lumber; and also, to carry on the business of merchandizing in the most advantageous manner, and for doing all other things proper, necessary and legitimate, in order to the successful operation of the same, and by that name, they and their assigns and successors shall be, and hereby are authorized and empowered to purchase, take, hold, occupy and enjoy to them and their successors all good, chattels and effects of whatever kind, that may the better enable them to carry on such business to advantage; also to purchase, take, hold, occupy, possess and enjoy any slaves, land, tenements or hereditaments, as shall be necessary for the views and purposes of said corporation, and the same to sell and dispose of at pleasure, or to take a lease or leases thereof for a term of years; also to sue and be sued, plead and be impleaded, defend (and) be defended, and be answered unto in any court of record or elsewhere, by the name and style aforesaid, and said corporation may have and use a common seal, and may alter the same at their pleasure. Section 2. Be it further enacted, That the capital stock of said corporation shall not exceed two hundred thousand dollars, and shall be considered and deemed personal estate, and be transferable only on the books of said company, in such form as said company shall prescribe, and said company shall at all times have a lien upon all the stock or property of the members of said corporation invested therein, for all debts due from them to said company, and no transfer of interest or stock can be made, so long as he or she shall be indebted to said corporation, either on account of capital stock subscribed and not paid in or on any other account. Section 3. Be it further enacted, That the stock property and affairs, and business of said corporation shall be managed and transacted by one agent, who shall be elected at such time and place and in such manner as the regulations and by laws of said company shall prescribe; a majority of the stockholders present at any legal meeting shall be capable of transacting the business of such meeting, each share entitling the owner thereof to one vote, and a majority of such votes present, either in person or by proxy, shall govern; no meeting shall be at any other place, except Camden, Arkansas, or at the factory works, in Pike County, Arkansas, nor shall said meeting be valid unless due notice in writing be given to each stockholder, at least ten days before said meeting, and that Henry Merrill be, and he is hereby constituted and appointed said agent, and empowered to open books for subscription to the capital stock of the said company; and that as soon as twenty thousand dollars' worth of stock shall be taken up and subscribed for, the said company may go into operation, and the said Henry Merrill shall shortly after call the first meeting, by giving thirty days' notice thereof in writing to each stock holder, stating the time and place of said meeting; and said Henry Merrill shall continue to hold his office until his successor is duly elected and qualified. Section 4. Be it further enacted, That the stockholders, at their said meeting, shall have power to make and establish such by-laws, rules and regulations as they shall think expedient and proper for the better management of the business of said corporation, and the same to alter and repeal; also to elect a secretary, treasurer and such other officers as they may think proper for the transaction of the business of said corporation. Section 5. Be it further enacted, That the books of said company containing their accounts shall, at all reasonable times, be open for the inspection of any of the stockholders of said company, and as often as once a year a statement of the accounts of said company shall be made by order of the agent, and it shall be the duty of the secretary to furnish an impartial statement and balance sheet at any time they may be called for by any stockholder, and the same shall be under oath, if required; it shall be the duty of the book keeper to furnish each stockholder with a tabular monthly statement of current business, whether called for or not. Section 6. Be it further enacted, That in the event that any debt or debts shall be contracted by said company all the corporate property and all the private property, of each and every stockholder, shall be held and absolutely bound for the payment of said debts, and that this act shall continue and be in force during the term of fifty years; Provided, Said company shall become organized, and commence operations within the space to two years; and this act shall be deemed a public act, and shall at all times be recognized as such in all courts and places whatsoever; and this act shall take effect and be in force from and after its passage. Approved, 14th January, 1857. ____________________________________________________________________________ Records of States: Arkansas Acts, Arkansas 1856, pp. 123-125, Arkansas History Commission, Little Rock, Arkansas. ____________________________________________________________________________ David Kelley 1997