THE QUEEN OF sr. JOHNS. 25
after the nrst election, (article 7;) and the by-laws, (section 7) provided that
. either the president and-one director, or two directors, shall constitute a quo-
rum iof the board of directors and be entitled to act. , » . - l
(5) Article 2—of the articles of incorporation provided that the business of
· said corporation shall be building, chartering, buying, selling, conducting,-
and running of a steam-boat, or other vessels or water craft, and transporta-
tion of freight and passengers, and the buying, selling, and disposinglofsuch
vessels, and other real and personal property, within the United States, in
whole or part as the corporation may deem proper. Section 4 of the by-laws
further provided that the secretary shall keep in the minuterbook a full nc-
count of allproceedings, which shall be subject to the inspection of any stock- l
holder; and section 3, that called meetings may be held at any time and place
designated by the president. .
(6) Article 11 of the act of incorporation provided V that the private prop-
erty of the stockholders shall be exempt from liability of the debts of the
corporationyand article 13 provided that any stockholder may at any time
withdraw from the incorporation by selling his stock, to another party for
any amount, but he shalliirst pay his share of the debts of the corporation at
that time, or sell the same liable therefor, and no such transfer of stock shall
be made until the oihcers of the corporation have their option of taking said. ·
stock atwthe same price. . ‘ , ,
(7) That, as appears by the minutes of the company, Henry Morton was chosen
president, and W. R. Kemper, secretary, upon the organization of the said
corporation, about November 3, 1884, and both were elected November 6,-
1884; and vboth continued holding said offices respectively from such election
down to the time the steamer Queen of St. J ohuswas libeled in this cause;
and on the same date, November 6, 1884, Frank M. Morton and W. R. Kem;
per were elected directors and have so continued; that the said president,
Henry Morton, was and is the husband of Sarah Morton, who owned and con-
tinued to own and still owns one~iifth of the stock; and Henry Morton is the
father of Director Frank M. Morton, who took originally two-tlfths of the stock
of said company; and the said Henry Morton tookyoriginally one·tifth of said
stock. · l
(8) That,·so far as the minutes of said company produced in this case show,
it does not appear that said stock so subscribed was paid up, either in whole
or in part, but·it otherwise appears in the case that the steam-boat Queen of
St. Johns was then nearlybuilt at a cost of about $42,900, and was owned by
Frank M. Morton, three·iifths, Sarah M. Morton, one~fifth, and W. P.. Kemper,
one-fifth; that she was sold to the Favorite Navigation Company at a price
not appearing, and thereupon Frank M. Mo1·ton being desirous that his father,
Henry Morton, should be president, W. H. Kemper secretary, and himself ·
treasurer, Henry Morton subscribed for one-fifth of the stock, for which Frank .
Morton paid; the whole case show ing no payment for stock subscribed by or for
any subscriber, except such payment as was made by the transfer of the Queen
of St. Johns at an unknown price to the Favorite Navigation Company.
(9) That certificates for 100 shares of stock of the Favorite Navigation
Company were issued November 21, 1884, to Henry Morton, signed by him-
self as president, and receipted for by him; that these certificates were marked
canceled December 16, 1884, and on the same day new certiticat-es for 100
shares were issued to Frank M. Morton; that from November 1 to November
19, 1885, 300 shares of the said capital stock were through issue of new cer-
tidcates transferred by Frank M. Morton to Henry Morton, the latter re-
eeipting therefor. T·hese 300 shares were transferred without consideration
_ and for the purpose of selling the whole or pa1·t, but no sale was effected, and
a retransfer was made by Henry Morton to Frank M. Morton by delivery and
marking on stub in stock-book "Canceled," though no new certificates were