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CONSTITUTION OF THE PROPRIETORS OF THE TOWN OF MATAGORDA
WHEREAS the following named persons are owners of the
league of land, originally granted to Elias R. Wightman by concession
from the Mexican Government bearing date the Twenty fifth day of May
1827, Situated near the mouth of the Colorado river, and on the Bay of
Matagorda, East of the said river, at the place known by the name of
Matagorda; that is to say, the said Elias R. Wightman owns the one
fourth part of said league, the Estate of James E. B. Austin,
represented by his brother and administrator, Stephen F. Austin owns the
one fourth part of said league, H. H. League owns three eighths of said
league, and Ira Ingram owns the one eighth part of said league of land;
All being a common undivided interest in said league. And whereas the
said proprietors are desirous of placing the aforesaid property on a
fixed and permanent basis, in order the more effectually to secure &
promote the the [sic] interests of those concerned, and also to promote
the public good and convenience, by encouraging the settlement of
industrious and good mechanics and labourers, and to encourage the
settlement of other enterprising, exemplary and useful persons on said
league of land, by donating, leasing, or selling building lots to them,
and by granting such other privileges as may be deemed proper and
necessary by the proprietors: and whereas in order to effect these
desirable objects, it is necessary that the proprietors should clearly
understand each other, and mutually bind themselves to each other, by a
legal and judicial instrument, obligatory on themselves, their heirs,
and legal representatives for ever.
THEREFORE, be it known and remembered, that, we the proprietors above
named, have agreed to contract and stipulations contained in the
following articles of agreement, that is to say:
ART. I
We agree to limit the number proprietors, or shareholders, to
eight-each one to hold, and own in common, at least, one eighth part of
said league of land, lying east of the Colorado river, and fronting on
the bay of Matagorda.
ART. 2
It shall require the consent of the owner, or owners, of at least five
of the eight shares, each share being entitled to be represented by one
vote, although more than one share or eighth, should be owned by one and
the same individual, which consent shall be given in writing, and spread
on the record book of the proceedings of the proprietors, to enable
anyone, or more than one of them, to sell, alienate, give, lease, or
otherwise transfer, his her or their share, or shares, or any part or
portion thereof, to any person or persons whatsoever, not now
interested;-And it shall require the unanimous consent of all the
proprietors to be given as above provided for, to enable any one, or
more than one of them, to partition off his, her, or their, share or
shares, or to partition off any part thereof, whereby the interest of
the proprietors not consenting to such partition, might in the least
degree, be impaired, or rendered less valuable then or thereafter:-And
of the effect which such partition, either in whole, or in part, could
be likely to have, on the common and undivided interest of the
proprietors not consenting to such partition, they hereby reserve to
themselves the sole right of judging, and of deciding.
ART. 3
Each proprietor hereby agrees to conform strictly to, and to be governed
by, the meaning, and the meanings, of the next preceding Article; under
the penalty of forfeiting to the common benefit of the proprietors not
consenting to such sale, alienation, leasing, gift, or other transfer,
by any violation of said article, in whole, or in part, the amount of
the purchase money paid, or to be paid, provided such amount, be the
true and just value of the property sold; but if it should not be the
true and just value, then, said property to be appraised, by three
disinterested freeholders of Austin's Colony, to be selected by the
aggrieved proprietors; which value, so ascertained, to be the amount
forfeited, in case he, she, or they shall sell, lease, alienate, give or
otherwise transfer, his, her, or their share or shares, or any part
thereof, contrary to the provisions of the next preceding, or second
Article hereof. And furthermore-under the penalty of forfeiting as
aforesaid, the value of the part, or portion partitioned, contrary to
the provisions concerning partitions, in case he, she or they, shall
partition in whole or in part; which value, it is agreed, Shall be
ascertained by an appraisment [sic] to be made on the premises at the
expense of partitioner or partitioners by three citizen freeholders of
Austin's Colony, to be elected by the majority of the proprietors not
consenting to such partition; and the amount when so ascertained, to be
made by sale of the real and personal property, of the partitioner, or
partitioners, without recourse, by him her, or them; so partitioning;
and without other formality on the part of the aggrieved proprietors,
than that of five days public notice, by advertisement, posted up at two
public places in the said town of Matagorda.
ART. 4
Inasmuch as a portion of said league of land has heretofore been laid
off into squares, lots, and streets, by the said Elias R. Wightman,
agreeably to the plot thereof, which is attached to this instrument, and
which is hereby made a part of the same, it is hereby agreed and
stipulated, that the said plot is agreed to, and adopted by all, and
each of the proprietors; they reserving to themselves, the right of
enlarging or of altering it in any manner they may deem expedient, at
any future time, a majority of the proprietors always being necessary to
make such enlargement or alteration obligatory on all the proprietors.
It is further agreed that the name of Matagorda, which the said place
now has, shall be, and the same is hereby retained and adopted.
ART. 5
Meetings of the proprietors of said league, shall be held on the
premises on the first day of August, and on the first day of November of
the present year; and stated meetings thereof, on the first day
February, on the first day of May, on the first day of August, and on
the first day of November annually, thereafter: and it is hereby
provided, that, all extraordinary meetings, no matter how convened,
provided five shares be represented shall be deemed regular; and it is
provided, that any business which could be transacted at any regular
meeting, may be transacted at an extraordinary meeting. And it is agreed
that a majority of the proprietors shall have the power to adjourn any
stated or extraordinary meeting of the proprietors, till such time as
said majority shall appoint; and it is hereby agreed that such adjourned
meetings, shall have the force and effect of regular meetings, and the
acts and doings of the board of proprietors thereat, which shall be in
conformity with the provisions of this instrument, shall have the force
& effect of regular acts, and of regular proceedings.
ART. 6
It shall require a majority of the votes of the proprietors, to elect
officers, to establish any rule, decide any question, pass an order of
sale to dispose of Town lots, to lay a tax on themselves, to make an
appropriation of their common funds, to declare a dividend thereof; or
to do any other act binding on all the proprietors, in any case not
otherwise provided for in this instrument;- Therefore, a less number
than five cannot hold a meeting, and when there are but five present, it
will require the unanimous vote of all to decide a question, except in
cases hereinafter provided for. All the proceedings of the proprietors,
shall be signed by each one of them present at the meeting which may
adopt them.
ART. 7
The Proprietors shall proceed to elect at their first meeting, the
following officers, to act; a President, to be styled, "the President of
the board of proprietors of the Town of Matagorda," who must be a
proprietor or shareholder:- They shall also elect at the same meeting, a
Secretary, and a Treasurer, which two last mentioned offices, may be
filled, a majority concurring, by the same individual:-said officers to
be elected for the term of one year, but removable in all cases at the
pleasure of the board, by a vote of the majority. The stated and regular
election of officers, to be held annually, at the stated meeting in the
month of August forever, thereafter; and extraordinary elections to fill
vacancies, to be governed by emergencies, and by casualties.
ART. 8
It shall be the duty of the Board to fill all vacancies which may occur,
no matter by what cause the same may have been created-and the
Proprietors shall have the power of convening themselves together, for
the purpose of filling any vacancy or vacancies which may occur, and the
officer or officers so elected, shall be elected for the balance, or
fraction of the official Year.
ART. 9
In case an election of officers, from any cause whatsoever, should not
be held as hereinbefore provided, then the proprietors shall have the
power to proceed as soon as practicable to hold said election, provided,
however, that the officers of the preceding official year, shall
continue to act, until the election here provided for.
ART. 10
It shall be the duty of the President, to preside at the meetings of the
proprietors, and to preserve order during their deliberations,- to call
extraordinary meetings, whenever he shall consider them necessary,-to
preside at the public sale of Town lots, to watch over the common
interests and concerns of the proprietors, as their guardian for the
time being, and to do whatever may be necessary to secure such interests
and concerns, to take Bond and Security of the Treasurer, in a sum of
double the amount to be received by him, for the faithful and correct
performance of his duty as hereinafter defined.-to examine monthly, the
Books and the records, kept by the Secretary, and the accounts of the
Treasurer, and to dictate such reforms in the manner of keeping said
books, records, and accounts as he shall deem expedient. He shall call
on the Secretary and Treasurer for their respective reports, previous to
each stated or regular meeting, and lay such reports, accompanied with a
report, as President, before the board of proprietors. He shall sign the
proceedings of each meeting, as President, thereof, causing the acts of
the board to be carried with effect, and it shall be his duty to sign
all other proceedings, which ought to be made matter of record.- He
shall sign and deliver all deeds of sale of Town property, all
conveyances, leases of town lots, or other privileges, sold, rented or
donated by the proprietors, out of the portion or part of the said
league of land, comprised within the meaning of the fourth article of
this instrument; for which purposes, We the proprietors aforesaid, do
hereby nominate, constitute, and appoint the said President for the time
being, our lawful attorney and agent, to execute, sign and deliver to
the person, or the persons purchasing, becoming lessees or doners [sic],
all such deeds of sale, or of gift, conveyances or leases on the
corresponding stamp, or sealed paper required by law; and we do hereby
confirm and ratify all declare them, by these presents, to be as binding
and obligatory n us, our heirs and legal representatives, as though we
had personally signed and declared them. And furthermore, we authorize
and empower the said President, as our lawful attorney and agent, to
deed in perpetuity, to the common and public use of the inhabitants of
the aforesaid Town of Matagorda and to the public in general, all public
streets, squares, watering places, roads, and other privileges which the
proprietors may think proper to give to the public, for the common use
and benefit of all persons.
ART. 11
It shall be the duty of the Secretary to draw on the Treasurer for all
monies appropriated by the board, to keep exact & fair accounts of all
such drafts, to keep exact and fair accounts of all sums due by, and to,
the Board of proprietors in a bound book kept for that purpose; to keep
also, in a bound book, a fair record of the proceedings of the board of
proprietors, and a record of all other proceedings necessary to secure
and protect the interests of the proprietors, to report to the President
whenever called on by him, or to the board if required.- To make out,
and countersign all deeds, leases, or conveyances, to be executed by the
President, and to countersign all other proceedings, not otherwise
provided for herein. To obey the instructions of the President relative
to the sale of Town lots; To aid, and assist him at all such sales; to
keep a true and accurate account of all town lots, or other property,
sold on account of the board, and to do whatever else may become
necessary for him to do, as Secretary of the board of proprietors of the
said town of Matagorda.
ART. 12
It shall [be] the duty of the Treasurer to receive and collect, all
monies, dues, and demands of the aforesaid proprietors, or claimed by
them, to pay the drafts of the Secretary, countersigned by the
President, in conformity with the provisions of this instrument;- To
keep accurate and exact accounts of his receipts and payments and of the
debits and credits of the said board of proprietors.- To report the
state of the accounts, so kept by him, and the state of the Finances of
the board generally, whenever called on by the President, and to report
to the board, if required,- To pay over the balance in his hands, as
Treasurer, to his successor in office, in the manner herein provided for
other payments; To deliver over to his successor in office, all books,
and all papers, appertaining to the said office, including all vouchers
or receipts for monies paid for the account of the board, and to give
every explanation to his successor in office, which may be necessary to
his thorough understanding, of the state of the amounts, and finances of
the board.-
ART. 13
The president of the board of proprietors, is declared competent, and is
hereby authorized to issue in the name and behalf of the company or
board of proprietors of the town aforesaid, and legally to prosecute,
all matters litigant;-and it is agreed by the proprietors aforesaid,
that, they hereby subject themselves to be sued by the service of
process on the President aforesaid, who is also authorized, to defend
all suits instituted against them, or wherein they, or he, as President,
may be made defendants, or defendant; and to do whatever may be
necessary in such cases, to secure or defend the rights of the aforesaid
proprietors; a majority thereof, retaining the power to advise, direct,
and overrule the President in such proceedings.
ART. 14
It is agreed that this instrument shall be construed in all doubtful
cases by the majority of the board of proprietors, and that such
construction, when recorded, shall be received by all interested, as the
true and only meaning of which it can admit.- The salary of the
President and other officers of the board, shall be ascertained and
established by the vote of the majority, and shall not be increased or
diminished during the time for which they shall have been elected.
ART. 16
The fees for making out, and delivering titles, and for other official
services and acts, shall be established by the majority of the board,
and paid by the person or persons applying for such titles, services and
acts.
ART. 17
The board of proprietors shall appoint by a vote of the majority, a Town
Surveyor for the town of Matagorda, ascertain and establish his
compensation, and through their President, prescribe his duties and
responsibilities.
ART. 18
In all cases where the conduct of the President, or where his acts and
doings are the subjects of debate, or of investigation before the board
of proprietors; or where he is prevented for the time being, from
attending a meeting of the board by necessary absence, sickness or other
cause, the board shall elect by a majority, a President, pro tem, for
the special occasion.
ART. 19
The proceedings of the board of proprietors, under the provisions of
this instrument, shall not be delayed or suspended, by the death or
absence from the state, of any of the proprietors, and in cases where
there may be no legal representative of the estates of deceased
proprietors, or of the interests of the absent; the surviving and
remaining proprietors shall have full power regulating the majority
required for a decision by the whole number of proprietors remaining, or
legally represented, to do all things under the provisions of this
writing, which a full board could do, if all the members were present.
The proceeds of any such unrepresented share, or shares as aforesaid
shall be held by the President of the board in deposit, to be paid over
to the legal representative of the
owner or owners, when legally applied for.
ART. 20
It is hereby agreed, that, in cases where there are one or more heirs,
entitled to the share or shares, of any deceased proprietor, and
therefore entitled to vote on such share or shares, a majority of the
Board shall elect from among said heirs, a representative to take his
seat in the Board and vote accordingly; provided nevertheless, that, the
Board shall have the power, at the discretion of the majority, to elect,
instead of the representatives aforesaid, any discreet and respectable
citizen of the aforesaid town, to take his seat as the representative of
such heir or heirs, and to vote on his, her, or their, share or shares.-
All dividends on such share, or shares, to be paid over to the person or
persons authorized by law to receive them.
ART. 21
On the occurrence of any event, which might expose the archives of the
Board to mutilations or injury, no matter of what kind, each proprietor,
shall be competent, and also, each legal representative of a deceased
proprietor, shall be competent, to take charge of, and secure said
archives, until the board shall provide against the evils of the
emergency.
ART. 22
Each of the proprietors aforesaid, for himself and legal
representatives, hereby renounces the benefit of decree, or law number
70, say Seventy of this state, and renounces also, the benefit of all
other laws, by means of which, he, she or they, might possibly evade a
strict and full compliance with the provisions of this instrument; it
being expressly stipulated, that such renunciation is mutually made by
each one, to all the other proprietors, and that it is to be confined
and limited to the transactions and affairs of the aforesaid Town of
Matagorda.
ART. 23
Any proprietor wishing to leave the State, or who may be prevented by
sickness or other casualty from personal attendance, of the meetings of
the board, shall have the right to appoint an agent, by an instrument of
writing to that effect, executed by him before a judicial officer, or
witnessed by two witnesses, known to some of the Board; should there be
no such officer convenient, to represent him, and vote on his share, or
shares, at the meetings of the board of proprietors; the Secretary
recording such instrument when received by the board, and filing the
same in the archives of the proprietors; Furthermore, Colonel Stephen F.
Austin, administrator and representative of the shares belonging to the
Estate of his deceased brother James E. B. Austin, shall have the right
of appointing, as aforesaid, an agent to represent him at the meetings
of the board of proprietors of aforesaid, and to vote for him in all
cases whatsoever.
ART. 24
Two original copies of this instrument shall be executed by the said
proprietors, one of which, shall be deposited in the office of the
Alcalde of the jurisdiction of Austin as a perpetual record; and the
other, shall be filed in the archives of the proprietors of Matagorda,
to be kept by the President; and it shall also be copied into the record
book of the proceedings of the board, and certified to be a true copy,
by the members present.
ART. 25
This instrument is not written on stamp paper, for the reason that the
law exempts the colonists from the use stamp or sealed paper; which
circumstance is mentioned, that no advantage may be taken, doubt or
quibble arise, hereafter on account of any supposed illegality growing
out of the use of common paper; It is also in the English language, for
the reason, that, none of the proprietors are sufficiently acquainted
with the Spanish language to contract in it:-and it is hereby mutually
stipulated, that, this aforesaid instrument, and writing obligatory is,
to all intents and purposes, as binding on each and every of the
proprietors aforesaid, on their heirs, and other legal representatives,
as it would or could be, if written on stamp paper, and in the Spanish
language.
ART. 26
The board of proprietors shall have, and the undersigned proprietors
hereby retain the power, for themselves and legal representatives,
forever; to amend, or alter this instrument, contract, or constitution:
provided however, that, no amendment or alteration thereof shall be
made, unless it be by the unanimous consent of all the proprietors
voting in person, or by his, her, or their legal representative.
Done in good faith, in the town of Austin, this 8 day
of July 1830.-
Witnesses
ELIAS R. WIGHTMAN
STEPHEN F. AUSTIN
L. LESASSIER
H. H. LEAGUE
SAMUEL M. WILLIAMS
IRA INGRAM
Paper before me this 8th of July 1830. THOS.
BARNETT Alcalde
Ast Witness W. H. WHARTON
Ast Witness JAMES KERR
"Constitution of the Proprietors of the Town of Matagorda," Matagorda
County Courthouse, 1-6.
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