RVforv' Library of the University of North Carolina Endowed by the Dialectic and Philan- thropic Societies. Co 3 8SM -"RlU\ AMENDED CHARTER OF THE RALEIGH AND GASTON . HAIL ROAD COMPANY. PASSED By THE GENERAL ASSExVIBLY, At THE SESSION OF 1852. RALEIGH: PRINTED AT THE OFFICE OF THE "SOUTIIEKN WEEKLY" TOST." 1853. Digitized by the Internet Archive in 2012 with funding from University of North Carolina at Chapel Hill ■ http://www.archive.org/details/amendedcharterofOOnort AMENDED CHARTER OF THE RALEIGH AND GASTON RAIL ROAD COMPANY. PASSED BY THE GENERAL ASSEMBLY, AT THE SESSION OF 1852. RALEIGH: PRINTED AT THE OFFICE OF THE "80UTHERN WEEKLY POST. 1853. c TUtn't AMENDED CHARTER. Whereas, By an act passed at the session of the General Assembly for the year 1850-51, entitled " An act to incorporate the Raleigh and Gaston Railroad Company," certain commissioners were appointed to receive subscriptions of stock to the said Raleigh and Gaston Railroad Company, to the amount of four hun- dred thousand dollars, in shares of one hundred dollars each ; and whereas the said commissioners received such subscriptions, and duly returned the same, where- upon such procedinsrs were had pursuant to the pro- visions of said act, as to form the said subscribers in- to a body politic and corporate, under the name and style of '• The Raleigh and Gaston Railroad Company;" and whereas there are in the said act sundry omissions and imperfections, for remedy thereof, Sec. 1. Be it enacted by the General Assembly of the State of North Carolina, and it is hereby enacted by the authority of the same, That the original subscrib- ers to the stock of the corporation created by the said act, their executors, administrators and assigns are hereby declared to be a body politic and corporate under the name and style of " The Raleigh and Gaston Railroad Company," separate and distinct from, and wholly unconnected with the company formerly exist- ing by the same name, and shall have, and are hereby declared to have all the rights, privileges and author- ities of a body politic and corporate, and by that name shall be capable in law of purchasing, holding, selling, and conveying estates, real, personal and mixed, so far as shall be necessary for the purpose hereinaiter men- tioned and no farther ; and shall have perpetual suc- cession, and by said corporate name may sue and be sued, may have and use a common seal, and may from time to time, make all such by-laws, rules and regula- tions as may be neccessary for the well ordering and conducting of the affairs of the said corporation, not inconsistent with the constitution and laws of this State nor with the following fundamental terms and conditions to wit : Sec 2 Be it further enacted, That the capital stock of said company shall consist of eight hundred thousand dollars, (except as hereinafter provided,) to be held as follows, to wit : one-half thereof, or four hundred thousand dollars, by the State, of North Caro- lina, in consideration of the transfer and assignment by the said State, as hereinafter provided, to the said corporation, of that railroad heretofore known as the Raleigh and Gaston Railroad, and now the property of the said State, together with all its machine shops, implements, warehouses, depots, water stations, en- gines, and every other description of property, real, personal, or mixed, appertaining to the same ; and the other half of the said capital shall be held and owned in shares of one hundred dollars each, by those indi- viduals who subscribed for the same, according to the returns of the said original commissioners, their ex- ecutors, administators, or assigns ; and whenever it shall appear by the certificate of the president and treasurer of the said corporation that the said sum of four hundred thousand dollars hath been actually paid w 5 in by the said subscribers, and expended by the said company in rebuilding the Raleigh and Gaston Rail- road, with an iron rail weighing not le3s than fifty pounds to the lineal yard, and in the purchase of the necessary cars, engines, and other suitable materials for properly stocking and equipping the road, so as to do the transportation thereon, then it shall be the duty of the governor of the State for the time being, and he is hereby authorized and required, under the great seal of the State, to transfer and convey to tie said corporation the said Raleigh and Gaston Railroad, with all its fixtures and equipments hereinbefore men- tioned. Sec 3. Be it further enacted, That the State of North Carolina shall be emitled to three diiectors in the said company, to be annually appointed by the board of internal improvements, and at the annual meetings of said company the individual stockholders shall have power and authority to elect four directors, citizens of the State, who, with the directors >n the part of the State, shall have power to elect a presi- dent out of their own body, to manage all the affairs of the said company, and '.he said directors shad con- tinue in office until their successors shall have been elected. The president, with any three or more of the directors, or in the absence of the president, any lour of the directors, who shall appoint one of their own body president pro tern., shall constitute a board for the transaction of business. In cases ol vacancy in the omce of president or any director, from death, resignation, or otherwise, such vacancy shall be sup plied by appointment of the board until the next an- nual meeting: Provided That whenever the State shall transfer its stock, in whole or in part, the State shall have only one director for every thousand [shares] which it may retain in the stock of said company. Sec. 4. Be it further enacted, That an annual meeting of the subscribers to the stock of the said com- pany, shall be held, at such time and place in each year as the stockholders, at their general or at any sub- sequent meeting may appoint, to constitute which, or any general meeting called by the president and direc- tors according the provisions of this act, a number of persons owning a majority of the shares of stock held by individuals in said corporation, shall be present ei- ther in person or by proxy ; and if a sufficient number to constitute a meeting do not attend on the day ap- pointed, those who do attend shall have power to ad- journ from time to until a meeting shall be formed. Sec. 5. Be it further enatced, That in all gen- eral meetings of the said company, each stockholder shall be entitled to give one vote for each share not exceeding ten shares, and one vote for every three shares above ten shares ; and it shall be lawful for the board of internal improvements to appoint some suit- able person to represent the interest of the State in all such meetings, who shall have a right to vote on all questions coming before them, except in the election of the directors, to be appointed by the individual stock- holders. Sec. 6. Be it further enacted, That the said president and directors shall have full power and au- thority, to make contracts, with any person or persons on behalf of the said company for re-constructing said road and performing all other works, which from time to time may be necessary for the completion and re- pairs of the said road ; to require from the individual •tockholders from time to time such advances of money on their respective shares, as the wants of the compa- ny may demand until the whole of their subset iptions shall be advanced ; to call on any emergency a general meeting of the stockholders, giving one month's pre- vious notice thereof, in one or more newspapers ; to appoint a treasurer, clerk, and other officers, as they may require, and generally to transact all the necessa- ry business of the company during the intervals be- tween the general meetings of the stockholders : Pro- vided, That no loan, which may be equivalent to an increase of the capital stock of said company, and for which the assignable bonds, or other securities of the said company are to be given, shall be made by the said president and directors, unless such loan be first authorized, at a general meeting of the stockholders, and in the event of such loan being made no dividend shall be paid upon any stock holden in said company until the interest upon such debts shall have been paid or reserved out of the profits; and a sinking fund equiv- alent to at least six per centum per annum, on such debt shall have been likewise reserved, to be invested by the president and directors, in some good and valid security : Provided, further, That all loans, which may have been heretofore or may be hereafter authorized by the said stockholders in general meeting, shall be valid and obligatory upon the said corporation. Sec. 7. Be it further enacted, That if any stock- holder shall fail to pay the sum required of him by the president and directors within one month after the same shall have [been] advertised in one or more con- venient newspapers, it shall and may be lawful for the said president and diretors to sell at public auction 8 and to convey to the purchaser the share or shares of such stockholders so failing giving one month's pre- vious notice of the time and place of sale in manner aforesaid, and, after retaining the sum due and charges of sale out of the proceeds thereof, to pay the surplus, if any, to the owner, or his legal lepresentative ; and if the said sale shall not produce the sum required to be advanced, with the incident charges attending the sale, then the said president and directors may recover the balance from the original subscriber, or his as- signee, or the executor or administrator of either of them, by suit in any court of record having jurisdic- tion thereof, or by warrant before any justice of the peace of the county of which he is a resident, and any purchaser oi the stock of the company under such sale shall be subject to the same rules and regulations as the original proprietor. It shall, nevertheless, be law- ful for the said president and directors, if they deem it expedient, instead of selling the stock of delinquent subscribers, as contemplated by this section, to re- cover such sums as may be due the the said company from delinquent subscribers by suit in any court of re- cord having jurisdiction thereof, or by warrant before any justice of the peace of the county in which such delinquent stockholder is a resident. Sec. 8. Be it further enacted, That the said rail- road and all engines, cars and machinery, and all the works of said company, together with all profits which shall accrue from the same, and all the proper- ty thereof of every description shall be vested in the said company, one half thereof to the use and be- nefit of the State, and the other half to the use and benefit of the individual stockholders, and the same shall be deemed and held to be personal estate, and shall be exempt from an} - public charge or tax what- soever for the term of fifteen years, and thereafter the Legislature may impose a tax not exceeding twenty- five cents per annum on each share of the capital stock held by individuals whenever the annual profits shall exceed eight percent. Sec. 9. Be it further enacted, That in case of domestic invasion or insurrection, the said company shall transport the troops and munitions of war of the State of North Carolina free of charge. Sec 10. Be it further enacted That the said company shall give no undue preference to the prop- erty of one person ovar that of another, but as far as practicable shall transport such in the order of time in which it shall be delivered or offered for transportation, the tolls thereon being first paid or tendered ; and it shall be la ■ ful for them to charge for the transporta- tion of persons, goods produce and merchandise and for the mail any sum not exceeding the following rates: On persons, not exceeding six cents per mile for each person, unless the distance which any person maybe transported should be less than ten miles, in which case, an extra charge of fifty cents may be made for taking up and putting down such persons ; for the transportation of produce, goods, wares, merchandise and other articles not exceeding an average of eight cents per ton, and for the transportation ot the mail, such sum as may be agreed upon between the company and i!io Tost Oaioe Department of the United Siaies. Sec. II. Be it further enacted. That the presi- dent and di rectors shall render distinct accounts of their proceedings and disbursements of money to each annual meeting of the stockholders. 10 Sec. 12. Be it further enacted, That the pre- sident and directors shall cause to be printed certfi- cates of the shares of the stock in the said company, and, whenever the terms hereinbefore mentioned shall have been complied with, shall deliver one such certfi- cate, signed by the president aed countersigned by the treasurer, to each person for the number of shares sub- scribed by him, her or them, or to the assignee of such subscribers, which certficate shall be transferable, either in person or by attorney, on the books of the said company, and on each such transfer the assignee shall henceforth become a member of the said com- pany and shall be entitled to all the privileges and sub- ject to the rules and regulations of the same. Sec 13. Be it further enacted, That whenever the General Assembly may be of opinion that the char- acters [charters J hereby granted shall have been vio- lated, it may be lawful, by joint resolution of the two houses to direct the attorney general, with such assis- tant counsel as the governor or the Legislature may think proper to engage, to issue a writ of scire facias returnable before the judges of the supreme court, call- ing upon the said corporation to show cause why their charters shall not be forefeited, subject to the same pro- ceedings as are now prescribed by law in case of other corporations. Their books shall be at all times open to the inspection of a committee of the General Assembly, appointed for that purpose, and the presi- dent of said company shall biennially make a report to the Legislature on or before the third week of their session, so long as the State shall remain a stock- holder, of their receipts and expenditures and of such other of their expenditures as he shall deem proper. 11 Sec. 14. B» it further enacted, That any rail- road which may hereafter be constructed by the State, or by any company incorporated by the Legislature, shall be at liberty to cross the road hereby allowed to be reconstructed, upon a level or otherwise as may be advantageous : Provided, The free passage oi the Raleigh and Gaston Railroad be not thereby ob- structed. Sec 15. Be it further enacted, That whenever the said railroad shall be so crossed or approached by any other railroad incorporated by this State, the said Raleigh and Gaston Railroad Company may erect a depot at or near the point of intersection, where they may receive and deliver passengers and freights and take therefor the same rates of transportation and be subject to the same rules and regulations as at other depots, and should they fail or refuse to erect such depots, the State or company owning such intersect- ing road may erect one, and the company hereby in- corporated shall receive and deliver passengers and freights at such depots, under the same regulations as aforesaid, unless the same shall be rendered impracti- cable by the situation of the railroad at that place. Sec 16. Be it further enacted, Tnat the profits of the said company shall be divided annually or semi- annually, at the pleasure of said company, one-half thereof to the State of North Carolina, to be paid to the public treasurer of the State, and the other half among the individual stockholders, according to their respective shares. Sec 17. Be it further enacted, That it shall be lawful for the said president and directors to sell the 12 iron on the Raleigh and Gaston Railroad and apply the proce ds (hereof to the reconstruction of the said road, except so much of the said iron hs was purchased of Joseph Anderson, of Richmond, Virginia. Sec. 18. Be it further enacted, That to enable the said Raleigh and Gaston Railroad Company to ef- fect a junction and form an actual connection with the North Carolina Railroad whenever the superstructure shall have been laid on that part of the road of the North Carolina Railroad Company lying between Raleigh and Goldsboro', as provided in the 52d section of the act incorporating the North Carolina Railroad Company, the president and directors are hereby in- vested with full powers and authority to make all ne- cessary contracts for the construction of said road and to resort to the same means for purchasing or con- demning such lands as may be required therefor as are provided in the act incorporating the North Carolina Railroad Company. Sec. 10. "And whereas, it is provided by the 49th section of the act incorporating the North Caro- lina Railroad Company," that whenever " the Roanoke Railroad Company or the Seaboard and Roanoke Railroad Company, with or without the aid of indi- viduals, shall subscribe to the Raleigh and Gaston Railroad Company one-half of the sum necessary to construct a railroad from some convenient point on the Ra'eigh and Gaston Railroad, near the Littleton depot, or any point between that depot, Roanoke river, and the town of Weldon, or any point in the neighb< rhood thereof, so as to connect with the Wil- mington and Raleigh Railroad, and the Seaboard and Roanoke Railroad, and shall expend the said sum in 13 forming the said connection, then the said Raleigh and Gaston Railroad shall be extended to the said town of Weldon, or neighborhood thereof; and the public treasurer is hereby authorized and directed to subscribe for an equal sum for and in behalf of the State, and pay for such subscriptions out of any mo- ney in the treasury not otherwise appropriated ; and for the want of such money in the treasury, the public treasurer is hereby authorized to borrow the sum at a rate of interest not exceeding six per cent, per an- num, and to issue bonds payable at any time within ten years, for not less than five hundred dollars each ;" and whereas, the said Seaboard and Roanoke Railroad Company hath already subscribed to the said Raleigh and Gaston Railroad Company, the sum of seventy- five thousand dollars for the purpose of constructing said road, which subscription hath been accepted by the stockholders of the said Raleigh and Gaston Rail- road Company; and whereas, the said road hath been already located and commenced, and a large portion of «aid subscription hath already been paid by the said Seaboard and Roanoke Railroad Company towards the construction of said road; and whereas, such connection is deemed of great importance to the said Raleigh and Gaston Railroad and to the people of this State: Be it therefore enacted, That the said above recited sec- tion is hereby re-affirmed and re-enacted and declared to be a part of the charter of said Raleigh and Gaston Railroad Company, with the following provisions and amendments: "Now, that for the purpose of render- ing the same effectual, and guarding the interest of the [of the] State, and of the said Raleigh and Gaston Railroad Company, William Collins, Francis Mallory and Samuel S. Roysters, with the agent or represen- tative of the State, appointed by the board of internal 14 improvements, are hereby appointed commissioners to superintend the construction of said connection, and the disbursement of the funds intended to be applied to the same, with power to employ a treasurer for the safe keeping and disbursing the funds, and to require from said treasurer such bonds as they may deem proper for the faithful discharge of his official duty. Sec. 20. And be it further enacted, That said commissioners shall have, and are hereby declared to have all the powers and rights necessary to effect the construction of the said connection, and may in their names commence and prosecute to judgment all such proceedings as may be requisite and proper, for the purpose of condemning any lands which may be re- quired for the construction of said road, in the man- ner, and on the same process and conditions as are prescribed in the act incorporating the said North Carolina Railroad Company ; and whereas it may be necessary for the Raleigh and Gaston Railroad Com- pany to form a connection from the town of Weldon, with the navigable waters of the Roanoke River below said town, so as to connect with the steamboats and vessels navigating the Roanoke River and Albemarle Sound : Therefore, be it enacted, That the president and directors of the said Raleigh and Gaston Railroad Com- pany be, and they are hereby authorized and empow- ered, whenever they may deem it expedient to extend their railroad to the navigable water of the Roanoke River, and they are hereby vested with full power and authority to make all necessary contracts for the con- struction of said railroad, and to resort to the same means for purchasing or condemning such lands as 15 may be required therefore, [therefor] as are provided in the act incorporating the North Carolina Railroad Company. Sec. 21. Pe it further enacted, That whenever the said road shall have been completed, it shall be the duty of the said commissioners to make out a duplicate return of their proceedings, stating the particulars of the cost of the construction of said road, one of which shall be made to the Governor of the State, the other to the president of the Raleigh and Gaston Railroad Company, and upon the same being accepted, the cost of said construction shall be added to and constitute a part of the capital stock of the said Raleigh and Gaston Railroad Company, at the rate of one share for each hundred dollars of such cost, arid shall vest one half in the State of North Carolina, and one half in such cor- poration or individuals as may have subscribed to trfe said stock, according to the respective amounts of such subscription, their executors, administrators or assigns, and shall be for such amount an increase of the capi- tal stock of said Raleigh and Gaston Railroad Compa- ny over and above the sum of eight hundred thousand dollars hereinbefore declared to be the capital of the said company, and thereupon the said Raleigh and Gaston Railroad shall be extended to the said town of Weldon or such point in the vicinity thereof as such connection may be formed, and all the lands purchas- ed or condemned for the construction of said road to- gether with all materials used in the construction there- of, depots, ware-houses and all other property pertain- ing to the same, and all privileges, rights and powers which may be necessary for doing the transportation of freights and passengers on said road, shall be, and the same are hereby declared to be vested in the said Microfilmed SOLINET/ASERL PROJECT* 18 Raleigh and Gaston Railroad Company in the same manner, and to the same intent, as if such conneclion had constituted a portion of the original Raleigh and Gaston Railroad. Sec. 22. Be it further enacted, That in the event of vacancy in the said board of commissioners, by death, resignation or otherwise, such vacancy shall be supplied by the president and directors of the Raleigh and Gaston Railroad Company. Sec. 23. Be it further enacted, That it shall and may be lawful for the president and directors of the said Raleigh and Gaston Railroad Company to contract wi.h the president and directors of the Roanoke Val- ley Railroad or with the president and directors or managers of any other railroad connecting with the safd Raleigh and Gaston Railroad, for doing the trans portation of freight and passengers on such road or roads upon such terms as may be agreed on between them. Sec. 24. Be it further enacted, That this act shall take effect immediately from and after its accept- ance by three-fourths of the stockholders of said Ra- leigh and Gaston Railroad Company in general meeting assembled — acceptance to be signified to the governor of the state by the president of said company, under the great seal of the same and shall continue in force for the term of ninety years from and after such ac- ceptance. [Read three times and ratified in General Assembly, this 25th day of December, A. D., 1852.] UNIVERSITY OF N.C. AT CHAPEL HILL 00042072158 FOR USE ONLY IN THE NORTH CAROLINA COLLECTION Form No. A-368, Rev. 8/95