WHEREAS, it is intended by
the subscribers, hereunto, to build two boats to be
propelled by the power of steam engines, to trade between
Pittsburg and the Falls of the Ohio. And
whereas,
Robert R. Livingston and
Robert
Fulton, of the state of New York, have obtained a
patent from the United States, for boats to be propelled
by steam engines on the waters of the United States.
And whereas, the legislative council and house of
representatives of the Indiana Territory, have passed an
act in the month of December, 1810, incorporating the
persons associating with them, for the purpose of carrying
into effect their laudable views of constructing and
navigating vessels on the River Ohio, to be propelled by
the power of steam engines.
And whereas, the said Livingston &
Fulton have offered, through their attorney and agent,
Nicholas J. Roosevelt, to grant to the subscribers
hereunto all the rights, benefits and privileges they
possess by their patent from the United States, to
navigate the River Ohio in steamboats between Pittsburg
and Louisville upon the terms and conditions
following: viz.
After the subscribers or shareholders
shall have received 10 percent on the sum originally
subscribed, out of the profits arising from their boat
or boats, the overplus profit shall be equally divided
in two parts, and the one part divided half yearly
among the shareholders, and the other half, beyond 10
percent on the sum subscribed, shall be paid over,
half yearly, to the said patentees, Robert R.
Livingston and Robert Fulton, their heirs or
assignees.
Now, therefore, the terms on which these
articles are subscribed and made binding, are as
follows, viz.
1st. The capital stock of the
company, shall in the first instance, consist of 50,000
dollars, and be divided into 500 shares of 100 dollars
each, which sum, it is calculated, will build the two
first boats; and if the whole sum should not be extended
therein, the overplus shall be returned to the
subscribers in proportion to the shares subscribed by
them. But should the sum of 50,000 dollars be
found inadequate to the expense of building two boats,
and preparations necessary for building the same—then,
and in that case, the deficiency shall be made up by
enlarging the number of shares, for further
subscription, on the same terms as the first 50,000
dollars are to be subscribed, or by apportioning the sum
among the stockholders, as may be judged most expedient
by a vote of the directors of the company.
2nd.
After the sum of 50,000 dollars is subscribed, the
affairs of the company shall be managed by directors, to
be chosen agreeable to charter.
3rd.
The directors are to retain the benefits of the advice
of Nicholas J. Roosevelt, who since the first day of
June 1809, has been engaged as agent and attorney for
the patentees, at a salary of two thousand dollars a
year, in exploring and ascertaining the practicability
of navigating the Ohio and Mississippi Rivers by
actual experiment. But, nevertheless, to allow
him only one thousand dollars a year, from that time,
until the boats are commenced building for this
company, when his salary shall be at the rate of two
thousand dollars a year. He shall continue in that pay
until the directors of the company appoint a person to
fill his place or until they may dispense with his
advice, when they shall give him a written notice to
that effect and his salary shall, from the time of
receiving it, and paying up the arrears due him,
cease.
4th. The directors
shall cause half yearly dividends to be made of all
the profits of the company, among the stockholders, in
proportion to the stock they hold, after deducting all
expenses, and after paying the patentees, Robert R.
Livingston and Robert Fulton, their due half the
surplus profits beyond ten percent, to the
stockholders on the amount of original
subscriptions.
5th. There
shall be three subscription books opened on the first
Monday in February, 1812, containing exact copies
hereof. The one book by the cashier of the bank at
Pittsburgh, one by the cashier of the Miami Exporting
Company at Cincinnati, and the other by the cashier of
the bank at Louisville; allotting to each place an equal
number of shares, and should any of the shares remain
unsubscribed at either of those places, for the term of
one week, from the time of opening the books, the
deficiency shall be offered by the agent and attorney of
the company, Nicholas J. Roosevelt, to be subscribed at
such place as he may think proper.
6th.
At the time of subscribing, each subscriber shall pay
into the hands of one of the cashiers, abovementioned,
the sum of ten dollars on each share subscribed, and the
remaining sum of ninety dollars, on each share, shall be
paid in two equal installments of forty five dollars
each. The first installment on the first Monday in
June, 1812, and the second installment on the first
Monday in October, 1812.
7th.
Subscribers not paying regularly and punctually, at the
times above stipulated in the preceding article, into
the hands of the person who may be appointed by the
directors of the company to receive the same, shall
forfeit to the company their share, or shares, with all
previous payments made thereon.
8th.
After shares are all subscribed, Nicholas J. Roosevelt,
agent and attorney for the company, shall cause a
written notice, to be given to all subscribers, of the
time and place of choosing directors; at which place
each subscriber may vote in person, or by proxy.
At this meeting the subscribers shall also, by vote, fix
on the place for transacting the business of the
company.
9th.
Each subscriber shall receive a certificate from the
cashier who takes subscriptions, certifying the number
of shares by him, her or them subscribed, and the amount
paid thereon, which certificate, or certificates shall
be transferable by endorsement until a different mode of
transfer shall be directed by the directors of the
company; and entitle the endorsee to all the rights
benefits and privileges of an original subscriber.
