- HISTORY OF THE UPPER KEYS -
The Tropical Plant Company
 - By Jerry Wilkinson -

Compilation date = November 2010

"AN ACT

TO INCORPORATE THE

TROPICAL PLANT COMPANY

OF FLORIDA

Section 1.    Be it enacted by the Governor and Legislative Council of the Territory of Florida, that Henry Perrine [Late American Consul at Campeachy – JW], James Webb [Judge at the district at Key West-JW], and Charles Howe [Postmaster and Inspector at the Port of Indian Key-JW], And such other persons as shall become owners and holders of stock in said Company, be, and they are hereby constituted and made a body corporate, by the title of the “Tropical Plant Company of Florida.”

Sec. 2.    Be it further enacted, that the capital stock of the said company shall be fifty thousand dollars, to be divided into one thousand shares of fifty dollars each, and in case of Trustees shall hereafter find it expedient to increase the said capital, they are hereby authorized to do so from time to time, to any amount not “exceeding in the aggregate one hundred thousand dollars, and to increase the number of shares in proportion to said increase of capital.

Sec. 3.    Be it further enacted, that the company herby incorporated shall be capable of holding such lands and hereditaments as they may acquire from the Government of the United States, or from Individuals, for the purpose of carrying into effects the objects contemplated by this act.

Sec. 4.    Be it further enacted, that the said company and their successors, by their corporate name, shall be capable of sueing [sic] and of being sued, pleading and being impleaded, defending and defended, answering and being answered in all courts and judicatures whatsoever and wheresoever, and also of contracting and being contracted with, and of purchasing and selling real or personal property, when necessary for the efficient prosecution of the business of said company, and shall have a common seal, which the said Incorporators may alter, destroy and renew at pleasure.

Sec. 5.    Be it further enacted, that books of subscription to the capital stock of said company, shall be opened under the direction of the Trustees herein after named or majority of them, under the superintendence and direction of such person or persons, as they, or a majority of them shall designate and appoint at Tallahassee, Pensacola, St. Augustine and Key West, in the Territory of Florida, and at Charleston in the state of South Carolina and at New Orleans in the State of Louisiana, at such times as to them shall seem fit, which books shall be kept open for the space of ten days, or longer, if said Trustees shall deem it necessary.

Sec. 6.     Be it further enacted, that six hundred of the shares of said capital stock may be subscribed for and taken in the Territory of Florida, two hundred in New Orleans, and two hundred in Charleston; but if any of said shares shall remain unsubscribe for at the time of closing said books at the several places herein designated, then and in that case, the said Trustees may open books of subscription at such other places as they may think proper, either in said Territory, or elsewhere, and the said remaining share, unsubscribed for as aforesaid, may be subscribed for and taken by any person, whether a previous stock holder in said company or not; it shall be the duty of said Trustees to require a payment of ten dollars on each shares at the time the same is subscribed for, fifteen dollars in one year after said company shall have been organized, and the remaining twenty-five dollars in two years from its organization; and if any stockholder in said company, shall fail to make either of the two last mentioned payments, at the times specified, and for three months thereafter, he shall forfeit for the use of said company, his said stock, and all payments made thereon.

Sec. 7.    Be it further enacted, that the capital stock, property and affairs of said company, shall be managed by three Trustees to be annually chosen by the said stockholders, after the whole amount of the capital stock shall have been paid in as aforesaid, and that the first election for said Trustees shall be held at such time and place as a majority of said Trustees shall by publication for one month in some newspaper published in said Territory direct, within three months after the said capital stock shall have been paid in as aforesaid.

Sec. 8.    Be it further enacted, that  Henry Perrine, James Webb and Charles Howe, shall be Trustees from the day of this act until the time appointed for said first election and until others are elected, and all elections shall be holden under the inspection of two managers to be appointed by the Trustees for the time being, and shall be by ballot, and a plurality of the votes given at such election shall constitute a choice; but all absent stockholders shall be allowed to vote by proxy, and for each share shall be entitled to one vote.

Sec. 9.    Be it further enacted, that no person shall be elected a Trustee of said company, unless he be at the time a resident in the Territory of Florida, and the owner of at least twenty shares of the capital stock of the same; and if at any time after the election of any Trustees as aforesaid he shall cease to be a resident of said Territory, or the owner of twenty shares of the said stock, his situation as Trustees shall be considered as vacant, and another Trustee shall be appointed in the manner hereinafter pointed out.

Sec. 10.    Be it further enacted, that if from any cause an election of the Trustees shall not be made at such time or times as is provided for by this act, the said corporation shall not for that cause be dissolved, but it shall and may be lawful, to hold and make as election of Trustees, at such other times as the by-laws and ordinances of said corporation shall prescribe, and in case of any vacancy should occur in said board of Trustees, by death, resignation or otherwise, the remaining Trustees are hereby authorized by appointment to fill such vacancy, and the person so appointed, shall hold his office until the next election in the same manner, and shall posses all the powers and authority, which he would have been invested with, had he be duly elected by the stockholders.

Sec. 11.    Be it further enacted, that Trustees for the time being, or a majority of them, shall form a quorum for the transaction of all business of the  company, one of whom shall be selected by the others, as President of the board of Trustees, and they shall have power to make all such by-laws, rules and ordinances, as to them shall appear needful and proper, touching the management and disposition of the property, estate, and effects of the said corporation, and all such matters as appertain to the concerns of the association; buy all such by-laws, rules, and ordinances, made as aforesaid, may be reviewed by the shock holders of said company, and upon the concurrence of two-thirds thereof shall be rescinded, and no by-law of said company, which is repugnant to laws, of this Territory or the laws and constitution of the United States, shall have any force or effect whatsoever.

Sec.12.     Be it further enacted, that the stock of said company shall be assignable, and  transferrable, according to the rules which may be established by said Trustees, but no stockholder indebted to said company, shall be permitted to make a transfer of his stock, or receive a dividend, until such debt be paid to the satisfaction of the ‘Trustees.

Sec. 13.       Be it further enacted, that the Trustees shall at all times keep, or cause t be kept, at the office for transacting the business of the said company, proper books in which shall be regularly entered, all the transactions of the said company, which books shall be subject at all times to the inspection of the stock holders, and all trustees on going out of office, shall account to their successors, and pay over all monies of the company which remains in their hands, unappropriated.

            Sec. 14.   Be it further enacted, that it should be enacted, that it shall be the duty of the Trustees, to call or appoint meetings, and notify the stockholders of the same, in the manner before mentioned, when required by stockholders owning one fourth of the stock, and at all such meetings, absent stockholders may be represented to the extent of their stock, by attorneys’ or proxies, duly constituted and appointed.

Sec. 15.    Be it further enacted, That the said Henry Perrine, shall have the selection of the place deemed by him most suitable in soil and climate, for the establishment of a Botanical Garden and nursery for acclimating tropical plants, fruits, and flowers, provided, in making selection, he interferes with no private rights previously existing, nor with the laws and rights of the United States in relation to the public lands in said Territory, and the said Henry Perrine, shall be the manager and superintendent of said garden and nursery, until he shall voluntarily relinquish the same, or remove from said Territory, unless he shall be removed from the management and superintendence of the same, by a vote representing at least three-fourths of said stock; and the said Henry Perrine, shall be entitled to receive as a compensation for his services, the sum of twelve hundred dollars per annum, out of the profits accruing from said stock, and if the said profits shall at any time amount to the sum of twelve per centum, or more, on the capital invested, the said salary may be increased to any sum, not to exceed two thousand dollars per annum, at the discretion of the Trustees for the time being.

Sec. 16.     Be it further enacted, that if at any time, there should occur a vacancy in the office of superintendent and manager, it shall be the duty of the Trustees for the time being , to appoint some other suitable person to fill said vacancy, which appointment shall be of force until the next regular election for Trustees of said company, at which said election, there shall be a superintendent and manager chosen, by the holders of a majority of said stock, or their representatives; buy no person shall be appointed or elected to said office, who is not the owner of at least twenty shares of said stock, and who is not a resident of said Territory.

Sec. 17.     Be it further enacted, that the said Trustees shall at all times, have the power and authority, to appoint all such other officers and servants as they may deem necessary for the transaction of the business of said corporation, and to displace them at pleasure, and shall allow them such compensation for their services, as they may deem right and proper.

Sec. 18.     Be it further enacted, that such of the stockholders as may prefer it shall be entitled to receive their respective dividends of profits, in any seeds, plants or other articles, cultivated in said garden or nursery, at a price which shall not exceed the actual cost, incurred by said company, in procuring the same or similar articles.

Sec. 19.     Be it further enacted, that it shall be lawful for the said Trustees, for the time being, to raise by lottery, in such scheme or schemes, as they may deem appropriate and advisable, a sum of money, not to exceed ten thousand dollars, which sum of money, after the payment of expenses of conducting said lottery shall be wholly appropriated under the direction of said Trustees,  1^st. to the procuring and purchasing a sufficient botanical scientific library, for the use of said company.  2^nd to the procuring and purchasing the tools, implements, and machinery necessary to the conducting and carrying on the business of said company.  3^rd. to the paying and compensating, to such extent as the said Trustees shall deem reasonable and just, the said Henry Perrine, for such exotic and other plants, as he may have already procuring from time to time, from foreign places, such other seeds and plants, as are valuable, and may be rendered valuable to said Territory, by their cultivation and acclimation therein. And said lottery shall be conducted by such managers and officers as the said trustees shall appoint for that purpose; provided, that all such sums, as said Trustees shall direct, faithfully to conduct said lottery; and provided also, that said managers and officers shall not be entitled to receive for their services, a sum, which in the aggregate, will amount to more than five per centum upon the money raised by said lottery.

Sec. 20      And be it further enacted, that this charter shall last, and provisions of this act continue in force, for the term of twenty years, from the time when said company shall be organized.

Passed February 6^th, 1838. —Approved Feb. 8^th, 1838 "

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