343.0774095 M582 HMH Laws and Charters in Michigan, Indiana, -ad Illinois under which the Michigan Central Road ...[was] constructed. 1856 LI B RAR.Y OF THL U N I VERS ITY OF ILLINOIS 1LIWOIS HISTORICAL SURVEY LAWS AND CHARTERS i isr MICHIGAN CENTRAL ROAD, ITS CONNECTIONS WITH CHICAGO, HAVE BEEN CONSTRUCTED, Detroit: W. F. STOREY, FREE RRESS OFFICE, 1856. CHARTER OF THE icjjigan Central 1 AN ACT 7b authorize the sale of the Central Rail Road, and to incorporate the Michigan Central Hail Road Company. SECTION 1. Be it enacted Tnj the Senate and Souse of Re- presentatives of the State of Michigan, That William Stur- corporate gess, John Elliott Thayer, Alexander Duncan, "William F. Weld, Josiah Quincey, Jr., David A. Neall, John Bryant, James K. Mills, Erastus Corning, Thomas H. Perkins, John P. Gushing, George Griswold, John M. Forbes, R. B. Forbes, Dudley L. Pickman, John W. Brooks, Cyrus Butler, Moses B. Ivcs, Eobert H. Ives, Edward King, John Carter Brown, Thomas H. Perkins, Jr., Marcus T. .Reynolds, Garret Y. Lansing, John Townsend, Rufus H. King, and such other persons as shall associate with them for that purpose, are hereby made and constituted a body corporate and politic, ~by the name and style of "The Michigan Central Kail Road "^Company," with perpetual succession, and by that name shall be capable, in law,j of taking, purchasing, holding, , leasing, selling and conveying estates and property, whether ."< real, personal or mixed, so far as the same may be necessary 7 for the purposes hereinafter mentioned, and no farther ; and J , in their corporate name may sue and be sued, and in case of 2 CHARTER. judgment against them, they shall pay full costs ; may have a common seal, which they may alter or renew at pleasure, and may have and exercise all powers, rights, privileges and immunities which are or may be necessary to carry into effect the purposes and objects of this act, as the same are hereinafter set forth: Provided^ That nothing in this act con- tained shall extend or be construed to authorize the. said Not to Bank, company to carry on the business of banking, brokerage, or any other business except what properly belongs to a rail road and transportation company, as hereinafter provided. Purchase of SEC. 2. The said Company, within six months after the passage of this act, shall have the right to purchase and take from the State, and the State will sell and grant to said Com- pany all the right, title and interest of the State in and to the Central Bail Road, and all its appurtenances, including all machine shops and other buildings, and stock and mate- rials upon said road, of whatever name or kind, and all lands or rights of way which the State has or may have acquired in connection with said Bail Road, (saving only to the State the building in which is now kept the Auditor General and State Treasurer's offices, and the lot of land on which it is situate, being the same land and premises described in a certain deed of lease for a term of nine hundred and ninety- nine years, executed by the Association for Promoting Fe- male Education in Detroit, to the Regents of the University of Michigan, bearing date March thirtieth, in the year eighteen hundred and forty -three,) for the price or sum of Price. two millions of dollars; of which the sum of five hundred thousand dollars shall be paid by the said Company, at the First pay- State Treasury, to the State Treasurer, within six months after the passage of this act; of which sum such portion of the one hundred and fifty thousand dollars now owing by the State for iron, spikes and hardware, procured for the pur- purpose of its rail roads, as shall remain unpaid at the time prescribed for the payment of said five hundred thou- sand dollars, shall be paid by the Company, either in money CHARTER. 3 or in the bonds executed for the payment of the money so due, and the further sum of one hundred and five thousand dollars, part of said sum of five hundred thousand dollars, shall be paid in money or in the coupons of the bonds desig- nated in section four of this act as first class, which coupons coupons, fall due on the first day of January and first day of July, eighteen hundred and forty-six, and the residue of said five hundred thousand dollars to be paid as hereinafter provided: and thereupon the said Company shall immediately there- after be put into and be entitled to the possession of said rail Possession on first payment road and its appurtenances, including all lands, machine shops and other buildings, (saving as aforesaid) and except also, that any person who may own any building upon land belonging to the State on the line of the Central Rail Road, which land may be transferred to said Company under this act, may dispose of or take away such building within three months after such transfer; and their furniture and all stock and materials upon said Rail Road, of whatever name or kind. And if, within one year from the payment of the said second paj- five hundred thousand dollars, the said Company shall pay to the State the further sum of one million and five hundred thousand dollars, with interest on the same, at the rate of six per cent, per annum, to be computed from the time when said first mentioned sum of five hundred thousand dollars shall have been paid by said Company to the State, said sum of one million five hundred thousand dollars and interest thereon, to be paid at the State Treasury in the manner pre- scribed for the payment of the aforesaid sum of five hundred thousand dollars: Provided^ That of said sum of fifteen hundred thousand dollars, the said Company shall pay in cash, a'sum equal to six per cent, on all the bonds mentioned in the fourth section of this act as first class, which shall then remain out- standing, and which shall not have been paid into the State, as hereinafter provided, by said Company, or in the coupons Cou ong of said outstanding bonds falling due first day of January and first day of July, eighteen hundred and forty-seven, then, CHARTER. vesting of and immediately thereafter, all the right, title and interest of the State to the Central Rail Road and all its appurtenances, including all machine shops, depots, and other buildings and stock, upon the said road, of whatever name or kind, and all lands and estates, or interest in land, and rights of way which the State has or may have acquired in connection with said Rail Road, and for the purposes thereof, and which it may lawfully convey, (save as aforesaid,) shall then and thereafter vest in and become the property of said Company; but such interest in lands shall not extend to or include any lands granted to the State by the government of the United States for purposes of internal improvement: Provided, that nothing in this section contained shall be construed as rendering the State liable for any defect or failure of title in and to the property granted, or any part thereof. Forfeiture on SEC. &' ^ case sa> ^ company shall not, within six months erst p e a?ment after the passage of this act, pay into the state treasury the sum of five hundred thousand dollars, in manner provided in the last preceding section, then and in such case, said Michi- gan Central Railroad Company hereby incorporated, shall immediately be and become dissolved, and shall henceforward neither have nor exercise any of the rights, privileges or im- munities of a body corporate or politic for any purpose what- soever; and in case the Company shall pay into the State Treasury, in manner aforesaid, within six months after the passage of this act, the sum of five hundred thousand dol- lars, but shall fail to pay into the State Treasury within Forfeiture on one year after such payment of five hundred thousand condpay- dollars, the farther sum of one million and five hundred ment. ' thousand dollars, with interest on the same at the rate of six per cent, per annum, to be computed from the time when said first mentioned sum of five hundred thousand dol- lars shall have been paid, then and in such case the said five hundred thousand dollars so paid shall be and become abso- lutely forfeited to the State; and all property and estate of whatever name or kind, which said Company shall be seized or possessed of or entitled to, shall immediately become for- feited to and vest in thejState to all intents and purposes; and the State may immediately thereafter take possession of the CHARTER. 5 same, and all corporate franchises hereby granted shall then and thereafter become and be null and wholly revoked; and in case the said sum of one million and five hundred thou- sand dollars and interest, to be computed as aforesaid, shall not be paid as aforesaid, within one year after the payment of the five hundred thousand dollars as aforesaid, then the State Treasurer shall certify to the fact of such non-payment, and upon such certificate any justice of the Supreme Court ^ c e s s s s e s f lon may make an order, that any writ or writs of execution shall issue from the Supreme Court in which the State shall be named as plaintiff, and said Michigan Central Rail Road Company as defendant, and which writ or writs may be di- rected to any sheriff or sheriffs, coroner or coroners, within this State. And the said certificate with said order endorsed, being filed in the ofiice of the Clerk of the Supreme Court in any circuit, the said order shall have the effect of a judgment of said court, and thereupon one or more writs of habere fa- cias possessionem, or other writs of execution, may be issued under the direction of the Attorney General, into any county or counties of this State, and may be made returnable into said court in the discretion of the Attorney General either in term time or vacation: and alias and pluries writs may be issued, directed to the sheriffs or coroners of the same or dif- erent counties, from antecedent writ or writs. And it shall be competent for the Supreme Court, or any justice thereof, upon application of the attorney general, to prescribe the forms and contents of any such writ or writs to be issued un- der this section; and any writ of habere facias possessionem, to be issued under this section, may command the sheriff or coroner to whom the same may be directed, that he cause the State to have possession of the Central Rail Road, or any por- tion thereof, or of any railroad which may have been construct- ed or used by said Company, or any portion thereof, and of the respective appurtenances thereunto belonging, including all lands, rights of way, tenements, depots, car-houses, machine shops, and other structures and edifices connected with said 6 CHARTER. rail road or rail roads, or any portion or portions of the same, and all stock of such road or roads, or any portion thereof, in- cluding cars, locomotives and tenders, and the furniture of said road or roads, or any portion thereof; and the Supreme Court, upon application of the State by the Attorney General, may make any rule or rules, order or orders, which it may deem expedient, the better to carry out and give effect to the intent of this section. re d elvlbte e in SEC. ^' ^ an 7 payment of purchase money to be made to the State by or from said Company, the State Treasurer is hereby authorized and directed to receive, and the said Com- pany may at its option pay, except as herein before provided, the whole or any portion, in lawful money of the United States, or in either of the following classes of State indebted- ness, to wit: First, The bonds specified in the first section of an act entitled an act to liquidate the public debt, and to provide for the payment of interest thereon, approved March 8th, eighteen hundred and forty-three, and the interest bonds issued for unpaid interest on said bonds up to July 1st, eigh- teen hundred and forty-five, at the sums mentioned in said bonds respectively, with the interest due and unpaid thereon at the time of the payment of the same into the treasury. /Second, The three million eight hundred and thirteen thou- sand dollars of five million loan and other bonds, delivered to the United States Bank and Morris Canal and Banking Company, and referred to in the preamble to the sixth section of the above mentioned act, at the rate of four hundred and three dollars and eighty-eight cents -on each one thousand dollars of said bonds, for principal and interest due thereon, the 1st day of January, 1846, and adding for subsequent in- terest at the rate of six per cent per annum on three hundred and two dollars and seventy-three cents for each thousand dollars of said bonds: Provided, The coupons since July, eighteen hundred and forty-one shall remain attached thereto. Thirdly, The stock issued in behalf of the Palmyra and CHARTER. Jacksonburg Rail Road Company, with the interest due and unpaid thereon. Fourthly, All warrants or other evidences of State indebt- edness, due or past due, not comprehended in the previous provisions of this section, except warrants drawn on the Commissioner of the State Land Office, made payable in lands only. SEC. 5. The Michigan Central Rail Road Company shall Power to have full power and authority to locate, and from time to time to alter, change and re-locate, construct and re-construct, and fully to finish, perfect and maintain a railroad, with one or more tracks : Provided, That said Company shall not re- locate any portion of said Rail Road, so as to change mate- rially the route thereof, after the heavy rail herein after pro- vided for has been placed thereon, from some suitable point, not more than six thousand feet distant from the termination of "Woodward Avenue, on the Detroit River, in the city of Eastern Detroit, to pass through the villages or towns of Ypsilanti, Ann Arbor, Dexter, Jackson, Marshall, Battle Creek, Kala- R 0ute . mazoo, to some point in the State of Michigan, on or near Lake Michigan, which shall be accessible to steamboats navi- We8t ern gating said lake, and thence to some point on the southern boundary line of the State of Michigan, and to transport, take and carry property and persons upon said rail road or way, by power and force of steam, or of animals, or of any mechan- ical or other powers, or any combination of them which said Company may choose to use or apply. And for the purpose of constructing said rail road or way, said Company shall have authority and power to lay out, designate and establish their road in width not exceeding one hundred and fifty feet, width of through the entire line thereof; and may take, have and appropriate to their use all such lands so designated for the line or construction of said road, upon first paying or tender- ing therefor such amount of damage as shall have been Tender or damage. settled by appraisal, in the manner hereinafter provided, on all such lands as may be taken westwardly from the village g CHARTER. of Kalamazoo, or upon any new track which may be located by said Company; and for the purpose of cuttings and em- Right to take bankments, and for the obtaining of stone, sand and gravel, may take and appropriate as much more of land as may be necessary for the proper construction and security of said road, and for constructing shops, depots, and other proper, suitable and convenient fixtures in connection with and as appurtenances to said rail road, may take, have, use and Additional occupy any lands on either side of said rail road not exceed- wldth for rjJ Depots. i n g t wo hundred feet in depth from said rail road, the said Company taking all such lands as gifts or purchasing or making satisfaction for the same in manner hereinafter pro- vided. And no rail road or rail roads from the eastern or NO eastern or southern boundary of the State, shall be built, constructed or road to come maintained, or shall be authorized to be built, constructed or within five way^co*. of maintained by or under any law of this State, any portion of which shall approach westwardly of Wayne county, within five miles of the line of said rail road as designated in this act, without the consent of said Company; nor shall any rail road or rail roads be so authorized or constructed, which shall commence within twenty miles of the city of Detroit, and extend to Lake Michigan, or the southern boundary line Nor parallel of the State, and the line of which shall, on the average, run Road within twenty t miies y^hm twenty miles of the main line of said Michigan Cen- tral railroad: Provided, That nothing herein contained shall be construed to preclude or prevent the construction of the Southern Eail Koad from Lake Erie to Lake Michigan, on the line therefor, heretofore designated by the laws of this State, or any where further southward than said line: And provided also, That this section shall not be construed to restrict or prevent the construction of public roads or canals, or rail roads or private ways, under, above or across the road of said Company, when deemed expedient, but so as not un necessarily to obstruct the same. But the said Michigan , Central Kail Eoad Company shall be and are hereby re- Location of quired to fix the eastern terminus and depot of their road CHARTER. 9 within the limits of the city of Detroit: Provided, The said city shall furnish to the Company, without charge or cost to said Company, the right of way upon any of the public streets for their track, for the passage of engines and trains within said limits, leading to said terminus, for which purpose the Com- mon Council of the city of Detroit may grant the use of the public streets, imder such restrictions only as that such streets shall not be unnecessarily obstructed nor the grade unneces- sarily altered thereby. SEC. 6. The said Company, and under their direction, their agents, servants and workmen, are hereby authorized and empowered to enter into and upon the lands and grounds of ^ htof or belonging to the State, or to any person or persons, bodies vey * politic or corporate, and to survey and take levels of the same, or any part thereof, and to set out and ascertain such parts as they shall think necessary and proper for mak- ing said rail road, with one or more sets of tracks or rails, and for all the purposes connected with said rail road, for which the said Company, by the last preceding section, is authorized to take, have or appropriate any lands, and to fell TO feii timber and cut down all timber and other trees, standing or being within one hundred feet on each side of said line of rail road, the damages occasioned by the felling of such trees, unless otherwise settled, to be assessed and paid in manner herein- after provided for assessing and paying damages for land taken for the use of said Company; and, also, to make, build, erect and set up in and upon the route of said rail road, or upon the land adjoining or near the same, all such works, ways, roads and conveniences as may be requisite and con- venient for the purposes of said rail road; and also, from time to time, to alter, repair, amend, widen or enlarge the TorepaiIs4c same, or any of the conveniences above mentioned, as well for the carrying or conveying goods, commodities, timber or other things to and upon the said rail road, as the carrying or conveying all manner of materials necessary for making, erecting, furnishing, altering, repairing, amending, widen- 2 10 CHARTER. ing or enlarging the works of or connected with said rail road, and to contract or agree with the owner or owners thereof, for earth, timber, gravel, stone or other materials, or any articles whatsoever, which may be wanted in the construction or repair of said road, or any of its works and appurtenances; and also, to make, repair, maintain and alter any fences or passages under or through the said rail road, or which shall communicate therewith, and to construct, erect and keep in repair, any piers, arches or other works in and upon and across any rivers or brooks, for making, using or maintaining the said rail road and side paths, and also to construct, make and do all other matters and things which may be necessary and convenient for making, effecting and preserving, improving, completing and using the said rail road, in pursuance of and within the true intent and mean- ing of this act; they, the said Company, doing as little dam- age as possible in the execution of the several powers to them hereby granted, and making satisfaction in manner hereinafter mentioned, for all damages to be sustained by the owners or occnpiers of said lands, tenements and hereditaments. MayreceiTe SEC. 7. The said Company shall have power and authority of"a a ndMd to receive, take and hold all such voluntary grants and dona- rights of way J * tions of land and real estate, for the purpose of said rail road, as may or shall be made to said Company, to aid in the con- struction, maintenance and accommodation of said rail road; and said Company may contract and agree with the owners or occupiers of any lands upon which said Company may wish to construct the said rail road or way, or which said Company may wish to use or occupy for the purpose of ex- cavation, or of procuring stone, sand, gravel, earth, or other materials to be used in embankments, or otherwise in or or about the construction, repair or enjoyment of said rail road, or which said Company may wish to use or occupy in any manner, or for any purpose or purposes connected with said rail road, for which the said Company is authorized or empowered by this act to take, have or appropriate any CHARTEK. lands, and to receive and take grants and conveyances of any or all such lands, and of any or all interests or estate therein, to them and their successors or assigns, in fee or otherwise; and in case said Company cannot agree with the owners or occupiers of such lands as aforesaid, so as to procure the same by the voluntary deed or act of such owners and occu- piers thereof, or if the owners or occupiers, or either or any of ^ s "to da b2 , /, . . assessed. them be a jemme covert^ under age, non compos ment^s, un- known or out of the county in which the land or property wanted may lie or be situate, application may be made to the Circuit Court Commissioner or either of the associate judges of such county in which the lands are situate, or a judge of the Supreme Court; previous notice of such application hav- ing been given to the owner or occupier of the land to be taken, either by personal service of such notice, ten days be- fore making such application, or by public advertisement for three weeks previous to such application; in some newspaper printed in the same county, if there be one; and if there be none so printed in the same county, then such notice to be published in a newspaper printed in an adjoining county, if there be any newspaper printed in an adjoining county; and if there be no paper so printed in an adjoining county, such notice to be published in the State paper, if there be one; and if there be none, then in some newspaper printed in the city of Detroit; such notice to describe the land proposed to be taken by the Company, or touching which damages are to be assessed, by the section and quarter section, or any other legal subdivision, or, if in a city or village, by the section, block and number of the lot, or by some other suitable and proper description; and evidence of the publication of such notice may be perpetuated by an affidavit duly made by the printer or publisher of the newspaper in which such notice was published; such affidavit to be made within three months after the last publication of such notice, shall be primafaeie evidence of the facts therein set forth ; and the commissioner or judge to whom such application shall be made, shall }2 CHARTER. thereupon proceed to the office of the clerk of said county, and direct him to draw twelve names from the petit jury box of the county, and the clerk shall thereupon draw twelve jury, names from such box accordingly; and the said judge or Circuit Court Commissioner, to whom such application was made, shall thereupon issue his warrant, under his hand and seal, inserting therein the twelve names so drawn by the clerk; and the twelve names so drawn from the petit jury box shall be thereupon deposited again, by the clerk, in said box, and the warrant so issued as aforesaid shall be directed to the sheriff of said county, or, if the sheriff be interested, then to one of the coroners of said county, requiring him to sum- mon the twelve persons whose names are inserted in such war- rant, as jurors, to meet on or near the land or property or materials to be valued, or touching which are damages to be assessed, on a day named in said warrant, not less than five nor more than ten days after the issuing of the same; and if, at the said time and place, any of the persons summoned do not attend, the said sheriff or coroner shall immediately sum- mon as many as may be necessary, with the persons in attendance as jurors, to furnish a panel of twelve jurors; and from whom each party, or his, her or their agent or attorney, or if either be not present in person or by agent, the sheriff or coroner, for him, her or them, may strike off three jurors, and the remaining six shall sit as a jury of inquest of dam- ages; and before they shall act as such, the sheriff or coroner shall administer to each of them an oath or affirmation that they will justly and impartially value the damages which the owners or occupiers have sustained or will sustain by the use or occupation of the land, or the taking of the materials or other property required by the said Company; and the said jury shall reduce their inquisition to writing, and shall sign and seal the same, and two originals of such inquisition shall be made and executed on the same day one of which shall be delivered to the said Company and the other to the party claiming compensation and the property taken, and the CHARTER. Ig boundaries of the land to be taken or occupied by the said Company, touching which the inquisition is made, and a map r Inqutsttlonto thereof, shall be set forth in such inquisition; and such inqui- wD&na&t* sition shall be filed in, and shall also be confirmed by, the Circuit Court of said county, at its next session, upon motion for that purpose made, if no sufficient cause to the contrary be shown, and, when confirmed, the same shall be recorded by the clerk of such court, at the expense of said Company; but if not confirmed, another inquisition may be tio in taken, in the manner above specified, and costs on such sec- ond inquisition shall be awarded by the court, in their dis- cretion, to be paid by either party: Provided, That in the taking of any inquisition authorized by this section, it shall be competent for said Company and said owner or occupier, or either of them, to appear before said jury and introduce evi- StSduosevi- dence under the ordinary rules of law the foreman of the de jury being hereby authorized to administer the proper oath therefor. And the money assessed as the valuation in any S^ e such inquisition, by the jury aforesaid, being paid or legally stSeTrea- n tendered to the party entitled to the same, or deposited with ^y n Com ' the State Treasurer, subject to the order of the court, confirm- ing the inquisition as aforesaid, the property so taken and valued shall immediately thereupon vest in said Company, as fully as if the same had been transferred by lawful deed, by the owner or occupier thereof, for such term of time as the same may be required for the purposes authorized by this act; and in case the party entitled to receive such money shall not appear before the jury which makes the inquisition, and make claim to such lands, or shall not appear to demand or accept the money assessed as the valuation in any such inquisition, then a deposite with the treasurer of this State of the amount of money assessed as the valuation or damages by any such inquisition, together with a certified copy of the inquisition, shall be considered equivalent to payment, or a tender thereof to the person entitled to the same; and the State Treasurer shall receive and keep account of all moneys 14 CHARTER. so received into the State Treasury, and shall pay them to the parties entitled thereto, on the order of the chancellor; and such inquisition, when confirmed, shall have the effect of a judgment, and execution may be ordered to issue thereon against said Company, in favor of the person to whom dam- ages were awarded by such inquisition and confirmation thereof, at the expiration of sixty days from the time of such confirmation, unless prior thereto said Company shall have satisfied the damages so found or assessed by such inquisition, in manner aforesaid; and if at any time it shall by any means happen that said Company shall be in possession or occu- How^nvaiid pancy of any land, the title to which, or the full right of use te(L and occupancy whereof, for the purposes of said Company, in manner aforesaid, shall not have been duly relinquished to or vested in said Company, then, and in any and all such cases, said Company may acquire such title or rights of use and occu- pation, by voluntary grant thereof, or by inquisition thereupon and therefor, to be made and found, and the payment of the value or damages found or assessessed, in manner and form above prescribed; and the commissioner or judge issuing the warrant, and the sheriff and coroner, and jurors to be sum- moned under this act, shall be entitled, for the services ren- dered by them, to such compensation as may be fixed there- for by the chancellor, by an order for that purpose to be made by him, and which costs shall be paid by said Company. [SKiif SEC. 8. Whenever in the construction of said rail road it "** shall be necessary to cross or intersect any established road, it shall be the duty of the said Company so to construct the said rail road across such established road as not unnecessarily to impede the passage of persons or property along the same; and when it shall be necessary to construct it through the lands of any individual, it shall be their duty to provide for such individual proper wagon ways, and keep the same in repair across said railroad from one part of his land to an- other. CHARTER. 15 SEC. 9. If said Company shall neglect to provide proper Penalty for wagon ways across said rail road, and keep the same in re- w^onways. K pair, as required by the preceding section of this act, it shall be lawful for any individual to sue such Company, and to re- cover such damages as a jury may think him, her or them entitled to for such neglect or refusal on the part of said Com- pany. Sec. 10. If it shall be necessary for the said rail road Com- pany, in the selection of the route or the construction of the said rail road to be by them laid out and constructed, or any part of it, to connect the same with, or to cross any rail road, crossings of * ' railroad, canal, dam or bridge made or erected by any incorporated SJ^^ige' company, or authorized by any law of this State, it shall be lawful for the said Company to contract with such other cor- poration for the right to cross or use such road, canal, dam or bridge, or for the transfer of such of the corporate or other rights and privileges of such corporation to the said Compa- ny hereby incorporated, as may be necessary in that respect; and every such other corporation acting under the laws of this State, is hereby authorized to make such contract or trans- fer by and through the agency of the persons authorized by the respective acts of incorporation to exercise their corporate power, or by any persons who are by the laws of this State in- trusted with the management and direction of such rail road, canal, dam or bridge, or any of the rights or privileges, afore- said, and every contract or transfer made in pursuance of the power and authority hereby granted, when executed by the several parties under their respective corporate seals, shall vest in the Company hereby incorporated all such rights and privileges, and the rights to use and enjoy the same as fully as they are used and enjoyed by the said corporation in whom they are now vested. SEC. 11. The said Company shall have power to purchase Power to pur- Chft86 with the funds of the Company, or contract for and place on machinery.; any rail road constructed by them under this act, all machines wagons, carriages or vehicles of any description which they 16 CHARTER. may deem necessary and proper for the purposes of transpor- tation on said rail road, and they shall have power to charge TO establish for tolls and transportation such sums as shall be lawfully es- rates of transport^ tablished by the by-laws of said company; and it shall not be lawful for any other Company, or any other person or per- sons, to transport any passengers or merchandise, or property of any description whatever, upon said rail road or any part of it without the license or permission of said Company, and the said rail road, with all its improvements, works and pro- fits, and all machinery used on said rail road for transporta- tion, and all the machine shops, depots, buildings and edifices connected with said rail road, shall be vested in the said Com- sharef>per- er pany forever and the shares of the capital stock of said Company shall be considered personal property, and shall be transferable on the books of said Company, agreeable to the by-laws of said company, and subject to be taken in execu- tion agreeably to such laws as are or may be hereafter in force. May^cover gj^. 12. The said Company shall have full power and au- thority to demand and recover and take the tolls or dues to and for their own proper use and benefit on all goods, mer- chandise and passengers using or occupying the said rail road, or any other convenience, erection or improvement built, oc- cupied or owned by the said Company, to be used therewith, and shall have power to regulate the time and manner in which goods and passengers shall be transported, taken and carried on the same, as well as the manner of collecting all tolls and dues on account of transportation and carriage and storage, and shall have full power to erect and maintain such toll houses and other buildings for the accommodation and proper transaction of their business as to them may seem ne- cessary. May cross SEC. 13. Whenever it shall be necessary for the construc- streamor . . - . ., highway, tion ot their rail road to intersect or cross any stream ot water or water course, or road or highway, lying on the route of the said rail road, it shall or may be lawful for the Company CHARTER. YI to construct their rail road across or upon the same: Provided, That the said Company shall restore the stream or water course, road or highway thus intersected or crossed to its for- mer state, or in a sufficient manner not unnecessarily to im- pair its usefulness. SEC. 14. The said Company may annually or semi-annu- May make " * vldend of net ally make such dividend as they may deem proper of the net proflts - profits, receipts or income of the said Company, deducting the necessary expenses, and they shall make the dividend among the stockholders of the said Company in proper pro- portions to their respective shares. SEC. 15. It shall and may be lawful for the said Company, company * ' may fix tolls from time to time, to nx, regulate and receive the tolls and and rates - charges taken for the transportation of property and persons on said rail road as aforesaid, hereby authorize to be construct- ed, erected, built, made and used, and for storage of proper- ty remaining in the depots of said Company, if not taken away as hereinafter provided: Provided. That on and after TOIU limited after certain the first day of July, 1848,' or on the opening of said road to $? *' Lake Michigan, whichsoever may first occur, for the trans- portation of persons any less distance than the entire length of said road from Lake Michigan to the Detroit River, allow- ing to each personal baggage not more than one hundred pounds, said Company shall not receive above the rate of three cents per mile, and ten cents in addition on distances not ex- ceeding thirty miles; and that upon the folio wing articles, to wit: flour, grain, lime, salt, plaster, coal, nails in kegs, iron, ^? to proper- mill irons and castings, fish in barrels or half barrels, lumber, sugar in boxes or in casks not less than a barrel, molasses in hogsheads or barrels, pot and pearl ashes, beef, pork, and wool packed in sacks: Provided, That the prices charged upon flour and grain, shall never exceed three-fourths of the prices charged for the transportation of the same articles by the State of Michigan on the first day of January, eighteen hun- dred and forty-six, on the Central Rail Road, and no greater sums or tolls shall be charged for transportation per mile Jg CHARTER. thereof, than during the months of September and October last, were charged and taken upon the respective articles aforesaid, upon the following rail roads in New England, to wit: The Boston and Lowell, Boston and Providence, and the Boston and "Worcester rail roads; the average of the prices and tolls then charged and taken upon the three roads aforesaid, upon the above named respective articles, when transported upon either of said roads exclusively, shall be the maximum price the said Company shall be allowed to charge or take upon any of said articles, unless with the consent of a majority of the following State officers, viz: the Secretary of State, Audi- tor and Attorney General; and no greater price shall be charged for wheat in sacks or barrels per pound than is charged for flour the same distance per pound; and the ?roerty lls on average price charged upon the said 'New England roads shall be determined by a committee consisting of one or more of the said State officers, together with one or more (but not more than an equal number) of the said directors of said Company, who, if they disagree, may add another person to their number, and in case such committee shall not agree upon and fix the rates and tolls so as aforesaid, then the same may be fixed upon the basis aforesaid, on the application of the State, by the Court of Chancery; and if required by a law or resolution of the legislature, the rates and sums to be charged and received by said Company for the transportation of the aforesaid articles of flour, grain, lime, salt, plaster, coal, nails in kegs, iron, mill irons and castings, fish in bar- rels and half barrels, lumber, sugar in boxes or in casks not less than a barrel, molasses in hogsheads or barrels, pot and pearl ashes, beef, pork, and wool packed in sacks, shall be afte'rten reviewed, when so required, by the Legislature, but not more frequently than once in ten years, and made to correspond with the average tolls and rates charged on the aforesaid New England rail roads during the twelve months next preceding the first day of January of the year in which such review shall be ordered by the Legislature, which rates shall always years> CHARTER. 19 be determined and fixed in the manner above provided for first fixing and establishing the same ; and said Company shall not, at any time, charge for the transportation of per- sons or property, any less distance than the entire line of said rail road, any greater sums or tolls per mile than may then be charged by said Company on that portion of said rail road betweeen Ypsilanti and Detroit : and if said Company Forfeiture for * over-charges . shall charge and receive more than the rates and sums so fixed, for so doing, in each case it shall forfeit and pay to the State of Michigan the sum of one hundred dollars, and until the taking effect of the tolls and rates provided for by the fore- going provisions, said Company shall charge no greater sums or tolls for the transportation of persons or property, than were charged or authorized by the State of Michigan to be taken on the Central Rail Road, on the first day of January last; and said Company shall transport merchandize and property on the said road without showing partiality or fa- vor, and with all practical dispatch, under a penalty for each violation hereof, of one hundred dollars, to be recovered by the party aggrieved in an action of debt: Provided* neverthe- state and u. * J to& S. military less. That soldiers, sailors and marines, and their officers, in toiLeprece- the service of this State or of the United States, and officers tr e an c sporta- tion of the army and navy of the United States, and arms, ord- nance, military stores and munitions of war, shall, upon re- quest made by the proper authority, take priority and )pre- cedence, first in favor of this State, and secondly in favor of the United States, and shall be transported upon said rail road before and in exclusion of all other persons and prop- erty. SEO. 16. The said Company may charge and collect a rea- May charge * storage after sonable sum for storage, upon all property which shall have certaln time8 been transported by them, upon delivery thereof at any of their depots, and which shall have remained in any of their depots more than four days, provided that elsewhere than at their Detroit depot, the consignee shall have been notified, if known, either personally or by notice left at his place of 20 CHARTER. business or residence, or by notice sent by mail, of the receipt of such property, at least four days before any storage shall be charged ; and at the Detroit depot, such notice shall be given twenty-four hours (Sundays excepted) before any sto- rage shall be charged, but such storage may be charged after the expiration of said twenty-four hours, upon goods not ta- ken away: Provided, That in all cases the said Company shall be responsible for goods in deposit in any of their de- pots, awaiting delivery, as ware house men, and not as com- mon carriers. And if said Company shall charge or take any remuneration for storage of goods otherwise than as afore- said, it shall forfeit and pay to the State of Michigan, in each case for so doing, the sum of fifty dollars. SEC. 17. Said Company shall have power and authority to own, charter or hire, and to employ and use, in the navigation of the lakes and rivers and waters connecting the same, and the ports thereof, boats or vessels, propelled by steam or other power, not to exceed eight in number, for the purpose of the transporta- tion and carriage of persons and property to and from the ports upon the said waters. And said Company may de- mand and receive such rates, prices and remuneration for the transportation of persons and property on such boats or ves- sels, as to it shall seem mete and proper. And said Company shall have full authority to purchase, contract for, construct, repair, manage, control, sell or dispose of any and all such boats and vessels as are contemplated in this section, and to exercise any and every such power in relation to any and all such boats or vessels, as an individual person might or could lawfully exercise in regard thereto. Persons in SEC. 18. The city of Detroit, or any owner or owners of Detroit may . . , . . . construct property in said city, or any association of its citizens, duly authorized by the corporation of said city, shall have the power to lay down or construct a tract or rail road along the streets in front of and near the Detroit river, for the purpose of conveying property to and from said rail road, which may be consigned to any of the ware house men in the city of CHARTER. 21 Detroit ; and that said track or rail road may intersect, (un- der the direction of said Company,) the track of said rail road Company, at or near the general depot at the eastern termination of the road, and said Company shall at all times permit the owners or consignees of property in said city to take the cars containing the property to them consigned to their respective ware houses upon said track: Provided, That any car so taken shall be returned without unnecessary de- lay: And provided further, That whenever it shall be neces- sary for the convenience of the public or persons receiving suaii permit J r r o gide tracks- or sending property by said rail road, the said Company shall permit side tracks to intersect their main road at any depot on or along the line of said road, and that such persons shall be entitle4 to have any property taken from such side tracks, under the directions and regulations of said Company without unreasonable delay. And for the non-performance by said Company of any act by this proviso required to be done, said Company shall forfeit and pay to the party ag- grieved the sum of fifty dollars in each case, to be recovered in an action of debt. SEC. 19. The said Company, within three years from the TO complete r > ' * road to Lake time when the franchises granted by this act shall vest in thraytars 1 ! 1 said Company, shall construct, complete and put in operation for the transportation of persons and property, that portion of the aforesaid line of said rail road by this act authorized to be constructed, which extends from the village of Kalama- zoo, in the county of Kalamazoo, to Lake Michigan, and shall place on the entire main line of said road between Kalamazoo aforesaid, and Lake Michigan aforesaid, an iron rail of such dimensions that it shall weigh not less than sixty weightof ran pounds to the yard thereof; and in case the said Company shall not within the three years aforesaid, construct, complete and put in operation with an iron rail of the dimensions and weight aforesaid, the entire line of said rail road between Kalamazoo aforesaid and Lake Michigan aforesaid, the said Company shall forfeit and pay to the State Michigan the sum 22 CHARTER. of twenty-five thousand dollars, and for each and every year thereafter, which shall transpire before said Company shall construct, finish and put in operation as aforesaid, with an iron rail of the dimensions and weight aforesaid, the entire line of said rail road between Kalamazoo and Lake Michigan aforesaid, the said Company shall forfeit and pay to the State of Michigan the sum of twenty-five thousand dollars for each and every year or years respectively. Shan iron nf- SEC. 20. The said Company, within two years from the ty miles of r J ' * time when the franchises granted by this act shall vest there- in, shall re-construct the first fifty miles of the main line of their said rail road west of Detroit, and place on the entire main line of said fifty miles, an iron rail of such dimensions that it shall not weigh less than sixty pounds to the yard thereof ; and upon failure so to re-construct said rail road to the extent aforesaid, within the time aforesaid, and place thereon an iron rail of the weight and dimensions aforesaid, Penalty sa ^ Company shall forfeit and pay to the State of Michigan, the sum of fifty thousand dollars, and for each and every year thereafter, which shall transpire before said Company shall re-construct the first fifty miles of their said rail road next west of the Detroit river, and place thereon an iron rail of the dimensions and weight aforesaid, the said Company shall forfeit and pay to the State of Michigan the sum of fifty thousand dollars, for each and every such year respectively ; and whenever it shall become necessary to renew or replace the rail upon said rail road, between the city of Detroit and shaii renew Kalamazoo aforesaid, the new rail to be placed upon said por- r ad between e } Delfte? tion of said road, between Detroit and Kalamazoo, shall be an iron rail of such dimensions that it shall weigh not less than sixty pounds to the yard thereof; but this shall not be con- strued to extend to the ordinary repairs of said track : Pro- vided, That in case there shall be war between the United tes v ln d t sec- States and any European power, the time during which such war shall continue shall be excluded in computation of the CHARTER. 23 time when penalties shall accrue under this and the next pre- ceding section. SEC. 21. From the time when the franchises granted by this act shall vest in said Michigan Central Kail Road Com- pany, said Company thenceforth and ever afterward (save on the first day of the week, or in case of accident which shall prevent,) shall keep open for public use, for the transporta- tion of persons and property, under such by-laws as said Com- pany may lawfully make, so much of their rail road in this act ^ mentioned and described as shall extend from the city of De- troit to the village of Kalamazoo aforesaid, and so soon as said Company shall have constructed and completed, and . opened for the transportation of persons and property, that portion of their said rail road which shall extend from Kala- mazoo aforesaid, to Lake Michigan aforesaid, thence and ever thereafter (save- on the first day of the week, or in case of accident which shall prevent,) said Company shall keep in repair and open for the public use, for transportation thereon of persons and property, under such by-laws and regulations as said Company may lawfully make, an entire line of rail road from some point not more than six thousand feet from the termination of "Woodward Avenue, on the Detroit river, in the city of Detroit, to Lake Michigan ; the said Company shall not engage in the business of purchasing, for sale, pro-s^a^ot^i duce or any other merchandise or commodity, nor be directly merchandlse - or indirectly interested in the profit or loss of any such busi- ness ; and from and after the first day of January, eighteen hundred and fifty-six, there shall not be on the entire princi- pal line of the rail road of said Company, any rail which, when placed upon the said road, was of weight less than sixty pounds to the yard thereof ; and every violation or infraction of the provisions of this section, unless the same shall be oc- casioned by an act of Providence, or of a public enemy, or by a domestic insurrection, or accident which shall prevent, shall subject said Company to a penalty of one thousand dol- lars, to be paid to the State of Michigan ; and after the com- 04 CHARTER. pletion and opening of said road to Lake Michigan, the said Company shall always keep and have upon the said road a supply of motive power and cars, both for persons and pro- perty, sufficient for the expeditious and convenient transac- tion of all business, and transportation of all persons and pro- perty offering for transportation thereon, according to the usual course of business upon the line and route of said road ; and this under a penalty to the State of Michigan of five thou- sand dollars in each case, for neglecting for the space of thirty days to comply with the provisions of this clause, stock ^ EC ' ^' ^ ne cor P ora te stock of said Company shall be m'i^ase five millions of dollars, with the privilege of increasing the same to eight millions of dollars, and to be divided into shares of one hundred dollars each, which shares shall be transfera- ble on the books of said Company, in such manner as the by- May com- laws of said Company shall direct : Provided* That the said mence on of b 2 S rectors of said Company shall hold their offices until a new are 26 CHARTER. election of directors. All elections which are by this act or the by-laws of the Company, to be made on a particular day, if not made on such day, may be made at any time within six months thereafter, notice of such meeting being given in the manner hereinafter prescribed in section twenty-seven of this act ; and on all occasions when a vote of the stockhold- ers is to be taken, each and every share shall entitle the ^ g s <> f holder thereof to one vote, either by himself in person or by proxy. SEC. 26. In case it shall at any time happen that an elec- tion of directors shall not be made on any day, when pursuant to this act it ought to have been made, the said corporation Elections shall not for that cause be deemed to be dissolved, but such tune. election may be subsequently made, and the directors chosen for the year preceding shall hold their offices until such elec- tion shall be made. SEC. 27. A general meeting of the stockholders of said Com- pany shall be holden annually at the time and place appoint- ed for the election of directors, and a meeting may be called at any time during the interval between such annual meet- ings by the directors, or by the stockholders owning not less than one-fourth of the stock, by giving thirty days' public notice of the time and place of meeting in the State paper, if there be one, and in case there be no such paper, then such notice shall be published in two newspapers printed in De- troit ; and when any such meeting is called by the stockhold- ers, the particular object of such call shall be stated, and if at any such meeting thus called, a majority in value of the stockholders are not present in person or by proxy, such meet- ing shall be adjourned from day to day, not exceeding three days, without transacting any business, and if within said three days, stockholders having a majority of the stock, do not attend such meeting, then the said meeting shall be dis- solved. ^peSSPmSst- SEO. 28. At the regular annual meeting of the stockholders L n o!dra. stock " of said Company, it shall be the duty of the president and CHARTER. 27 directors in office for the preceding year, to exhibit a clear and distinct statement of the affairs of the said Company ; and at any meeting of the stockholders, a majority of those present in person or by proxy, may require similar statements from the directors, whose duty it shall be to furnish them when thus required ; and at all general meetings of the stock- holders, a majority in value of all the stockholders in said Company, may remove any president or any of the directors of said company, and elect other directors in their stead: Pro- vided, Notice of such intended removal has been given as re- quired by the last preceding section. SEC. 29. It shall be lawful for the directors to require pay- Assessments. ment of the sums subscribed to the capital stock of said Com- pany, at such times and in such proportions, and on such conditions as they shall deem proper and necessary, in the execution and progress of the work, and direct the same to be paid to the treasurer of the corporation. And the treasurer shall give notice of all such assessments; and in case any sub" scriber or stockholder shall neglect to pay any assessment on his share or shares for the space of thirty days after such no- tice is given, as shall be prescribed by the by-laws of said HOW enforc- corporation, the directors may order the treasurer to sell such share or shares at public auction, after giving such notice as may be prescribed as aforesaid, to the highest bidder, and the same shall be transferred to the purchaser on the books of the Company by the president thereof, and such delinquent sub- scriber or stockholder shall be held accountable to the Com- pany for the residue of the assessments not satisfied by the proceeds of such sale of his share or shares, if sold for less than the assessments due thereon with the interes tand cost of sale, and such costs and interests to be first paid from the pro- ceeds of such sale ; and shall be entitled to the surplus, if his share or shares shall sell for more than the assessments due, with interest and cost of sale ; Povided, Jiow&v&r, That no assessment shall be laid upon any shares in said corporation 28 CHARTER. for a greater amount in the whole than one hundred dollars upon each share. Directors SEC. 30. The said directors, or a majority of them, shall may appoint. have power to appoint, contract with and determine the com- pensation of all such officers, engineers, agents and servants, whomsoever, as they may deem necessary for the transaction of the business of the Company, and remove them at plea- May pres- sure; and the said directors, or a majority of them, shall cribe mode J f transfer. nave power to determine the manner and evidence of the transfers of the stock in said Company, and they shall have May make power to pass all by-laws which may be necessary for the carrying into execution all the powers vested in the Company hereby incorporated: Provided^ Such by-laws shall not be contrary to the constitution or laws of the United States or of this State. SEC. 31. The directors shall have full power to conduct the affairs of said Company, and to exercise any powers which said Company might exercise, except where provision is made in this act for the exercise of such powers by the stock- holders at their annual or special meetings, or where the powers of the directors may be restrained by the by-laws of said Company. Report to SEC. 32. The directors of said Company shall annually, on Secretary of state. or "before the twenty-fifth day of January, make a report to the Secretary of State, which shall embrace the business of the preceding year to the first day of January, stating the length of their road in operation; cost of construction and the indebtedness of the Company for materials or work in progress of delivery or execution on account of construction, as near as can be conveniently ascertained, and all other in- debtedness if any there be; the amount of capital stock sub- scribed, and the amount actually paid in; and all loans made for the purposes mentioned in the next succeeding section ; the amount of dividends; receipts from freight^ from passen- gers, and from att other sources on account of operating the road ; the number of through and way passengers respectively; C HAUTE ft. 29 the expenditures for the repairs of the road ; for repairs of engities and cars, and other expenditures; which three items last mentioned shall include all the expenditures made for construction during the year; the number of engines, passenger, freight and other cars; the average number of men in employment of the Company; the number of miles run by passenger, by freight and other trains ; which report shall be verified by the affidavit of at least two of the directors, and filed in the office of the Secretary of State. SEC. 33. The said Company shall pay to the State an an- Tax- nual tax of one half of one per cent, upon the capital stock paid in, including the two millions of purchase money paid to the State, until the first day of February, eighteen hundred and fifty one, and thereafter an annual tax of three-fourths of one per cent, upon its capital stock paid in, including the two millions of purchase money paid to the State, and also upon all loans made to said Company, for the purpose of constructing said rail road, or purchasing, constructing, chartering or hiring of the steamboats, authorized by this act to be held by said Company, which tax shall be paid in the last week in January in each year, to the State Treasurer, and the proper- when pay*- ty and effects of said Company, whether real, personal or mixed, shall, in consideration thereof, be exempt from all and every other tax, charge and exaction, by virtue of any laws of this State now or hereafter to be in force, except pen- alties by this act imposed. SEC. 34. The State shall have a lien upon the rail road of state uen. said Company, and its appurtenances and stock thereon, for all penalties, taxes and dues which may accrue to the State from said Company, which lien of the State shall take prece- dence of all other debts or demands, judgments or decrees against said Company; and the citizens of this State shall have a lien upon all the personal property of said Company for all dues or demands against said Company to the amount of one hundred dollars, originally contracted within this State, which, after said lien of the State, shall take precedence 30 CHARTER. of all other debts or demands, judgments or decrees, liens or mortgages against said Company. Penalty for SEC. 35. If any person shall intentionally do or cause to be damaging / f > done, or aid in doing or causing to be done, any act or acts whatever, whereby any building, construction or work of said Company, or any engine, machine or structure, or any mat- ter or thing appertaining to the same, shall be stopped, ob- structed, impaired, weakened, injured or destroyed, the per- son or persons so offending, shall be guilty of a misdemeanor, and may be punished, upon conviction, by fine or by imprison- ment not exceeding five years, or both, at the discretion of the court; and shall forfeit and pay to said corporation treble the amount of damages sustained by means of such offense or injury, to be recovered in the name of the said Company, with costs of suit, by action of trespass. Eight of re- SEC. 36. The State may, at any time after the first day of purcbaie. J T J / January, eighteen hundred and sixty-seven, purchase and take from said Company, said rail road and all the property, effects and assets of said Company, and said rail road and the appurtenances thereof; and all the estate, property, ef- fects and assets of said company, (subject to all existing mort- gages or other liens thereon on account of loans, the proceeds of which shall have been invested in the said road and other works of said company,) shall fully and for ever vest in and become the estate, property and effects of the State, to all in- tents and purposes, so soon, and whenever after the day aforesaid, the State shall pay, or cause to be paid to said Company the value of the entire stock of and shares in said Company, at the market value of such stock or shares, and ten percent in addition to such market value of said stock or shares; such market value to be ascertained by taking the average of the public sale prices of said stock or shares, as made in the city of Boston, in Massachusetts, and in the city of New York, in the State of New York, during the twelve months next pre- ceding the first day of January, in the year in which the State shall so purchase; but in no case shall the amount to be paid be less than the amount of capital actually paid in by CHARTER. 3 the stockholders of said Company; and in case the State and said Company cannot agree upon the market value of said stock or shares, the Supreme Court of this State shall be com. petent to determine the same, upon application therefor to be made to said court, within six months after, the State shall elect to purchase; and the moneys so to be paid to said Com. pany shall be payable at the treasury of the State of Michi- gan, in lawful current money of the United States, within two years after the time when the State shall elect to pur- chase, and the amount to be paid shall have been determined, as herein provided, upon three months' previous notice of the time of such payment, to be published weekly, in one or more newspapers published in the city of Detroit, or at the capitol of the State of Michigan, and thereupon the corpo- rate powers and franchises of said Company shall wholly cease, and the rights and franchises vested or which may vest in said Company under or by virtue of this act, shall not in any manner be prejudiced or affected, save as herein pro" vided, or by judicial proceedings, or by a re-purchase of said rail road, to be made by the State in manner aforesaid : Pro- vided, That wherever in this act provision is made for a pen- wherepena * ty no forfei- alty to accrue, for the doing or not doing any act, said Com- ture pany shall in no wise be prejudiced by the doing or not doing of such act, except by the enforcement of such penalty. SEC. 37. All lands and property, and rights and interests On ro . plir . therein, acquired by said company, by purchase or otherwise, toves'unth in case of the re-purchase of the rail road of said Company by the State, shall become vested in the State in as full and am- ple a manner as the same were vested in or exercised or enjoyed by said Company; and all deeds and conveyances, gifts|and grants of real or personal property to said Company, and all inquisitions taken or had under this act, to which said Company shall be a party, shall, in case of re-purchase, ac- crue to the State in the same and as full and ample a manner as if the State had been the party to such deeds, conveyances, gifts, grants and inquisitions, instead of said Company; and 32 CHARTER. the State shall have full right and authority to have and use the same, and sell, assign and transfer the same to any per- son or persons whatever. D.S. Mail. SEC. 38. Said Company shall, at all times, if required by the Post Office Department, transport the United States mail upon said road, as often as their cars shall pass thereon, not exceeding twice in each day, for such compensation as shall be agreed upon by said Company and the said Department; and in case no such agreement can be made, then it shall be lawful for the governor of this State to appoint two commis- sioners, and said Company one, who, or a majority of them, shall agree upon and fix the prices, terms and condition for transporting such mail after fifteen days' notice to said Com- pany : Provided^ That nothing herein contained shall be construed to require any of the vehicles of said Company to wait at any office for the change of mail. Eight or SEC. 39. The State reserves the right, at any time after repeal. thirty years from the passage of this act, by a vote of two-thirds of each branch of the Legislature, to alter, amend or repeal f.he same ; Provided, That said Company shall be compen- sated by the State for all damages sustained by reason of such alteration, amendment or repeal. SEC. 40. This act shall take effect and be in force from and after its passage. Approved March 28, 1846. CHARTER. 33 AN ACT To amend an, Act entitled "An Act to authorize the sale of the Central Rail Road, and to incorporate the Michigan , Central Rail Road Company? approved March twenty- eight?^ one thousand eight hundred and forty-six. SECTION 1. JBe it enacted lyy the Senate and House of Repre- sentatives of the State of Michigan, That section first of the act to which this is amendatory, be amended by striking therefrom the words, " and in case of judgment against them they shall pay full costs." Also, that section five be amended by inserting after the words, " paying or tendering therefor," the words " or de- positing with the treasurer of the State, subject to the order of the court, which may confirm the inquisition of the jury." Also, that section thirty-eight be amended by striking, therefrom the words, " two commissioners and said Company one, who," and insert in lieu thereof the words, " one com- missioner and said Company one, who, if they cannot agree, shall appoint a third; which said commissioners." SEC. 2. This act shall take eifect and be in force whenever the written assent thereto of the said Company, signed by a Majority of the directors thereof, shall be deposited in the office of the Secretary of State. Approved April 1, 1846. AN ACT To amend an Act entitled '-'An Act to auiJwrize the sale of the Central Rail Road, and to incorporate the Michigan Central Rail Road Company? approved March 28, 1846. SECTION 1. Be it enacted by the Senate and House of Rep- resentatives of the State of Michigan, That the annual reports 34 CHARTER. of the Michigan Central Kail Koad Company to the Secretary of State, required by the thirty-second section of the act incor- porating said Company, shall hereafter embrace the business of said Company for each year to the first day of December, instead of the first day of January, as is provided in said section, and such reports shall hereafter be made annually, on the tenth day of January, instead of the twenty-fifth day of January, as provided in the thirty second section of said act. SEC. 2. The Directors of said Company shall hereafter be chosen annually, on the fourth Monday in June, instead of the second Monday in June, as provided in the twenty-fifth section of said act. SEC. 3. This act shall take effect and be in force from and after the first day of July, in the year one thousand eight hundred and forty-seven: Provided^ Said Company shall, on or before that time, have accepted this act, and filed their ac- ceptance in writing, signed by the president of said Com- pany, under its corporate seal, in the ofiice of the Secretary of State. Approved March 16, 1847. [COPY.] DETROIT, June 14, 1847. I hereby certify, that an act to amend an act entitled " an act to authorize the sale of the Central Rail Road, and to in- corporate the Michigan Central Rail Road Company," which was approved March 16, 1847, has been accepted by the said Company, in conformity with the provisions therein con- tained. In witness whereof the president of said Company has caused to be attached hereto the corporate seal of the Com- pany. (Signed,) JOHN M. FORBES, President of the Mich. Central R. E. Co. CHARTER. 35 AN ACT To amend an act entitled "An Act to authorise tJie sale of the Central Hail Road and to incorporate the Michigan Central Rail Road Company? SECTION 1. Be it enacted by the Senate and House of Repre- sentatives of the State of Michigan : That it shall be lawful for the Michigan Central Rail Road Company to aid and assist any incorporated rail road company or companies authorized and having power to build a rail road from the southern line of this State near Lake Michigan to the city of Chicago in the State of Illinois, or over any part of said distance, in the con- struction, maintenance and operation of any such rail road, to connect" the Central Rail Road from its western terminus with said Chicago, and for such purpose may take and hold stock in any such incorporated rail road company or com- panies, and may enter into any contracts or agreements to make or to guarantee loans of money to any such company or companies, or to furnish to the same rail road iron or other materials or locomotive power, or to operate such rail road, and all such contracts and agreements, and all securities and obligations made, entered into or taken by said Michigan Central Rail Road Company, in consideration of any such contracts or agreements, shall be in all respects valid and ef- fectual in law : Provided, That nothing in this act contained shall be construed to authorize the said Company to carry on the business of banking or brokerage, or to take or hold stock in any incorporated banking company : And provided, also, That nothing in this act shall be so construed as to change the western route of said Central Rail Road, as fixed by section five of the act to which this act is amendatory. SEC. 2. This act shall take effect whenever the said Com- pany shall file their acceptance of the same in writing, signed by the president of said Company, under its corporate seal, in 30 CHARTER. the office of the Secretary 'of State: Provided^ Such acceptance shall be so filed within six months from the passage of this act. Approved April 3, 1848. AN ACT To a/mend cm act entitled "An Act to autlwrize the sale of tlie Central Hail Road, and to incorporate the Michigan Cen- tral Hail Hood Company" approved March 28, 1846. Act NO 42 of SECTION 1. The People of the State of Michigan enact, That cS"nytu d - the Michigan Central Eail Koad Company, by a vote of its thorized to uf stock capl ~ directors or a majonty thereof, may increase its capital stock from time to time, to an amount necessary to cover the cost of the construction, completion, equipment, operating and keeping up of their road, and its connections, and to lay down a double track, for the same and both within and without said May issue State ; and also to issue their bonds from which to pay any debts incurred or to be incurred, for such purposes, in such sums and at such rates of interest as such directors or a ma- jority thereof may determine ; and the said stock and bonds to sell and dispose of at such rates as they can, and as said directors or a majority thereof may approve, and said directors or a majority thereof may, under such regulations as they may adopt, confer on the holders of such bonds the right to con- vert the principal due thereon into the stock of the Company. May mate SEC. 2. The directors of said Michigan Central Rail Eoad ^her^om- 111 Company, or a majority of them, may make business contracts panics. and arrangements with any rail road company now or here- after to be organized within or without this State for trans- portation of persons and property, and for operating the road of any such company, or for any such company operating on the road of said Michigan Central Rail Road Company, and for the distribution of mutual receipts and earnings, or other CHARTER. 37 compensations, as may be agreed upon ; and the said Michi- gan Central Kail Road Company may acquire and hold in fee or otherwise, lands and buildings within and without this State, for depot and storage purposes, for the convenience of the public, and which may be necessary for the purposes of said corporation. SEC. 3. Said Michigan Central Rail Road Company shall ^ en ^ erect and maintain fences on the sides of their road, of the height and strength of a division fence required by law, with suitable openings and gates thereon, and convenient farm crossings of the road for the use of the proprietors of lands adjoining such rail road, and also to construct and maintain Cattle guards cattle guards at all road crossings, except in cities and vil- lages, suitable and sufficient to prevent cattle and animals from getting on to the rail road ; until such fences and cattle JaSSl^to guards shall be duly made, said Michigan Central Rail ?oafs fenced Road Company and its agents shall be liable for all dam- ages which shall be done by their agents to cattle, horses or other animals thereon, and for all other damages consequent upon their refusal or neglect to maintain fences as aforesaid; and after such fences and guards shall be duly made and maintained, said Company shall not be liable for any such damages, unless negligently or wilfully done; and if any per. son shall ride, lead or drive any horse or animal on such road ? and within such fence or guards, other than farm crossings without the consent of said Company, he shall, for every such offence, forfeit a sum not exceeding ten dollars, and shall also pay all damages which may be sustained thereby, to the party aggrieved. SEC. 4. This act shall take effect and be in force upon ac- when this ceptance thereof by said Company, and the filing of such effect. acceptance in the office of the Secretary of State. Approved February 13, 1855. 3g CHARTER. AN ACT To amend an Act entitled "An Act to incorporate tlie Buffalo and Mississippi Hail Road Company" approved February 6, 1835, and the several acts amendatory thereto. SECTION 1. Be it enacted lyy the General Assembly of the State of Indiana, That Chauncey B. Blair, Andrew L. Os- Bond of com- born, Abraham P. Andrew, jr., "William C. Hannah and "Wil- missioners of . . . ron^muted l iam " Walker, and their successors in omce, to be elected as ere ' hereinafter provided, shall be, and they are hereby constitu- ted, a board of Commissioners, to take charge of the western division of the Buffalo and Mississippi Rail Road, which said western division shall comprise all of said road west of La- porte, in the County of Laporte; and as such board, they shall be vested with all the powers, rights, and capacities touching the said western division as are now possessed by the directors of said company ; and shall [in and over said divi- sion, for the purposes of constructing, operating and stocking said road, and for all purposes connected therewith, be clothed with all the rights, privileges and franchises secured to the di- directors of said company by the charter thereof, or the amend- ments made or to be made thereto; and they are hereby au- thorized to construct all or any part of said road lying west of the village of Laporte; and also a branch of said road from Michigan City to the southern line of the State of Michigan, in the direction of New Buffalo, to connect with the road of the Michigan Central Rail Road Company, with all proper fixtures, shops, depots and other appurtenances. SEC. 2. Said board of Commissioners, under the name and style of the Board of Commissioners for the Western division of the Buffalo and Mississippi Rail Road, shall have full power and authority to enter into any contract or contracts, agreement or agreements, with any person or persons, body or powertooon- bodies politic or corporate in this State or out of it, for a loan or loans ^a to loans of money for the purchase of iron or other materials, lease. * for the construction of said branch road, and may contract to CHARTER. 39 lease the same for such time as may be deemed expedient, or may, in advance, contract to make a lease of said branch road and said fixtures, depots, shops and appurtenances, in consideration of an advance of money wherewith to build the same. SEC. 3. They shall, in like manner, have full power and authority to enter into any contract or contracts, agreement or agreements, with any person or persons, body or bodies poli- tic or corporate, either in the State or out of it, for any loan or loans of money, at a rate of interest not exceeding eight per centum per annum, payable semi-annually, and the prin- cipal payable at any time after ten years, subject, however, to the provisions hereinafter provided for the construction of the main line of the said western division of said road, and proper and suitable buildings and appurtenances thereto, and Power to stocking the same, and for charge of the rail as hereinafter porfJ^ 1 *" provided; and if any such loan or loans shall be obtained *" from the Michigan Central Rail Road Company or its stock- holders, or through its or their agency, it shall be competent for the said commissioners to agree that the western division of said road or any part of it shall be constructed and said money expended in said construction, under the direction and by the superintendent of the Michigan Central Rail Road Company, and to place the said western division of said road, or any part thereof, into the possession of the said Company, or the lenders of the said money, together with the stock, fixtures and appurtenances thereof, under a mort- gage or other conveyance, by way of security, with such or like powers as are described in section one of the amendment to the charter of the Buffalo and Mississippi Rail Road Com- pany, approved January 21st, 1839, or otherwise, as security for the repayment of said loan or loans, with full power to manage, operate or control the same ; subject, however, to be, and the same, on the demand of the said board of directors, shall be restored to the possession and control of the directors of the said company, upon the expiration 40 C H A R T E R . of the period for which said loan or loans shall be made, and the completion of the entire line of the road of said company across the State: Provided, That the said com- missioners shall, in no case, by such mortgage or otherwise, encumber or exercise any control over the said road east of Laporte, nor shall any debt created by them, constitute any charge or liability upon or against that portion of said road east of Laporte, or the stockholders thereof. Such change of possession, however, not to impair or in any way affect the validity of said mortgage or the rights of said mortgagees thereunder; and said commissioners may make any contract or agreement for the operation and stocking said western di- vision of said road, and for the division of profits thereof, as they may deem advisable, and as may be agreed upon be- tween them and other contracting parties; and in case the lenders of said money or the mortgagees, shall be compelled to enforce said security, by reason of any default in payment, and procure a sale of said road west of Laporte, or which may have been conveyed to them, then the purchasers at said sale shall be entitled to the like franchises and -privileges as the Buffalo and Mississippi Eail Road Company are now en- titled to, and said franchises and privileges shall attach to and -accompany the said road: Provided, however, The fran- chises and privileges of the Buffalo and Mississippi Bail Road Company and its rights east of Laporte, shall in no wise be impaired or affected thereby; and said parties loan- ing said money, or said mortgagees, shall have full power, from time to time, to repair said road, and make such im- provements, constructions and erections, out of the earnings of said road, as may be deemed necessary to facilitate busi- ness: Provided, That until the said western division of said road shall be restored to the possession of said directors of the Buffalo and Mississippi Rail Road Company, the Michi- gan Central Rail Road Company, or other party or parties in interest, whether as stockholders or lenders, shall use and operate the said road upon their own account, and at their CHARTER. 41 own risk and expense, and shall take and share all the pro- ceeds thereof in lieu of said interest; and said commissioners may make such contract with the lenders for the division of profits as between them and stockholders as may be deemed just and equitable, and the Buffalo and Mississippi Kail Road shall not be, until such surrender, liable for said interest or for any expenditures for repairs or for costs of operating the road, until said western division shall be restored to said directors as aforesaid, from which time said eight per cent, interest shall become payable, and until that time, said par- ties, receiving said profits, shall not be required to render any account of the revenues, business, or expenditures of or upon said road; and it shall be competent for said commissioners to agree that said western division shall remain in possession of said lenders until said loan shall become due and payable; and in case any permanent erections or improvements shall be made upon said road during said time, or in case it shall become expedient to place upon said road a T rail, the cost Permanent erection or T and expense of such improvement and change of rail shall cnar g ed e on be added to the amount of said loan. SEC. 4. Said parties or mortgagees shall render to the com- Mortgageesto - 1 - render ac- missioners, and also to the directors of said Buffalo and Mis- neVo f fcon- sissippi Rail Road Company, a full statement of all the capi- tal invested in the construction of said western division, and also of all additional investments for any permanent im- provements and erections, and also for the change of the flat rail for the T or heavy rail, in case any such change shall be deemed expedient. SEC. 5. In c^se it shall so happen, from any cause, that any portion of the Buffalo and Mississippi Bail Road shall not be completed within the time required by its charter or the amendments thereto, such failure to complete said road shall Failure to complete not be deemed a breach or violation of said charter, or of the Caen of duties of the said company thereunder, but all the rights and c privileges granted to the said company, and its charter, shall attach to and become the rights an$ privileges, and the char- 42 CHARTER. ter of the portion of said road which shall be completed, and no act or omission of duty done or committed by the company or directors, or said commissioners thereof, which may be a cause of forfeiture of its franchises, or any part thereof, shall in any way impair or affect the rights of the lenders of said money or the said mortgagees or their assigns, secured to them under said charter and amendments thereto. SEC. 6. In case of any appeal from the judgment of any justice of the peace, upon any report of any jury for the ap- praisal of damages touching the rights of way, or for lands taken for the purpose of constructing thereon the road of said Appeal from Company, as provided in its charter and amendments thereto, appraisal not r J ' r lnt?y e on nt sucn appeal shall not prevent the said Company from pro- ceeding in the construction of said road over said lands, nor deprive it of its right of entry thereon for that purpose, which right is hereby expressly granted : Provided, That before said Company shall so enter and construct said road, it shall either tender to the owner of said lands the full amount of damages which shall have been adjudged to him or her, or shall pay the same into the court to which such appeal may be taken, subject to the order of said court ; and every such appeal shall be taken within twenty days from the rendition of said judgment, and not afterwards, and acceptance of the amount of the judgment when tendered, shall, in all cases, be taken to be a waiver right of. the right to appeal and a certified transcript of the judgment of the said justice or of the court to which such appeal shall be taken, may be taken by the Company, and caused to be recorded in the Recorder's office of the county where said lands are situ- ate, and such records shall be notice to all the world of the rights of the Company ; and incase of any appeal, judgment shall be recovered against said Company for a larger amount than was recovered before said justice, then said Company shall, within sixty days from the date of said judgment, pay the difference between the amount of the judgment before the justice, and that before the said court, in case the amount of CHARTER. 43 the judgment before the justice shall have been previously paid into court ; and, if not, then the whole of said judgment in the appelate court shall be paid to the owner of said land, within the same time, or in default thereof, execution may issue therefor, and in case it shall at any time be found that the said Company is or shall be in possession of land, the title to which has not been made perfect in said company, it may obtain title to the same, by appraisal, judgment, and payment therefor, as in other cases provided for in said charter and amendments thereto. SEC. 7. In case any persons shall wish to become stockhold- ers in said western division of said road, the said commis. sioners shall have power to open books at Laporte, and Michi- gan City, under such regulations as they may deem proper for subscriptions of stock, and shall have and exercise the same commission- ers may open power, to collect the subscriptions and enforce payment there. 8tock books - of, as the charter of the said Company secures to the directors thereof, and in the same manner, and in case loans of money shall also be made, the said commissioners may make such agreement with the lenders thereof, relative to the dividends upon said stock as between the said stockholders and lenders, as may be deemed by the parties contracting, just and pro- per. SEC. 8. Whenever the portion of the road which may be mortgaged under this act, or placed in the control of the Michigan Central Rail Road Company, or the lenders of said money, shall be restored to the possession of the Buffalo and Mississippi Rail Road Company, it shall nevertheless be the duty of the Buffalo and Mississippi Rail Road Company, and it is hereby required thereafter always, to transport freight and passengers to and from Michigan City, and to and from the depots used by the Michigan Central Rail Road at Michigan City, and over that portion of the Buffalo and Mississippi Rail Road between Michigan City and the Illi- nois line, for rates of fare which shall not exceed per mile the lowest rates charged to any other parties on any portion of 44 CHARTER. the whole of the said Buffalo and Mississippi Eail Koad, or any road connected therewith, by contract or otherwise, in the division of profits, and shall draw the cars of the Michigan Central Kail Road Company, over the road between Michi- Freight and gan City and the Illinois line, with the engines of the Buffalo passengers to . . . . be t^nsport- and Mississippi Kail Koad Company, in such a manner as to accommodate the Michigan Central Kail Koad Company, in the transportation of its freight and passengers, allowing said Company a reasonable and just compensation for the use of its cars. And the width of the track of the Buffalo and Mis- sissippi Kail Koad shall not in such case be changed so as to defeat this object. And in case it should so happen that the money loaned and secured by mortgage, shall not be paid, and said mortgage shall be foreclosed as contemplated in this act, and the property in said western division, or in said road from Michigan City to the Illinois line, shall become vested in any other parties than the Buffalo and Mississippi Kail Koad Company, then and in that case the parties that shall become the purchasers, and their assigns, shall be required forever to transport freight and passengers over said road, between Michigan City, or Laporte, as the case may be, and the Illi- nois State line, to and from Michigan City, or Laporte, as the case may be, and to and from the road of the Buffalo and Mississippi Rail Road Company, in connection therewith at either of those points for rates of fare which shall not ex- ceed, per mile, the lowest rates charged to any other parties, or any portion, or the whole of the Michigan Central Kail Road, or any road connected therewith, by contract or other- wise, in the division of profits ; and shall draw the cars of the Buffalo and Mississippi Rail Road Company, between Michigan City, or Laporte, as the case may be, and the Illi- nois line, with the engines of the party purchasing said road or their assigns ; in such a manner as to accommodate the Buffalo and Mississippi Rail Road Company, in the trans- portation of freight and passengers, allowing said company a CHARTER. 45 just and reasonable compensation for the use of said cars, but charging freight as aforesaid. And in like manner, in all respects, in case that portion of the Buffalo and Mississippi Rail Road east of Laporte, and between Laporte and Michigan City, shall be completed and put in operation before the said western division, or that por- tion of said road from Michigan City to the Illinois line shall be restored to the possession of the Buffalo and Mississippi Rail Road Company, it shall be the duty of the Michigan Central Rail Road Company, or other party or parties in in- terest, to transport the freight and passengers and draw the cars of the Buffalo and Mississippi Rail Road Company over said western division, or the Rail Road from Michigan City to the Illinois line, so as to accommodate the Buffalo and Mis- sissippi Rail Road Company in the transportation of freight and passengers, and subject to the same terms as to charges for freight, and pay for the use of cars. SEC. 9. In case sail road shall be sold under the said mort- gage, and the property therein and the franchises thereof shall become vested in any parties, other than the Buffalo and Mississippi Rail Road Company, or in case said portion of said road should remain in the possession of said company, and the charter of the company on the residue of said route, should by any contingency become forfeited, and that subse- quently said charter should be revived or a new one granted, then, and in that case, the parties that shall become purchas- Newcomp. * or venders ers or otherwise have possession of said portion of said road tlielrrl hts - and their assigns, shall be required forever to transport freight and passengers over the said road between Michigan City or Laporte, as the case may be, and the Illinois State line, to and from Michigan City or Laporte as aforesaid, and to and from the road of said company at Michigan City or Laporte as aforesaid, organized under such renewed, or newly granted, charter, for rates of fare, which shall not exceed, per mile, the lowest rates charged to any other parties or any portion, or the whole of the said Michigan Central Rail Road, and shall 46 CHARTER. draw the cars of said newly organized company on and over the road between Michigan City, or Laporte, as aforesaid, and the Illinois line, with the engines of the said parties pur- chasing or owning said road, or their assigns, in such a man- ner as to accommodate such newly organized company, in the transportation of its freight and passengers, allowing said company a reasonable compensation for the use of its cars, but charging freight as aforesaid. SEC. 10. In case the Michigan Central Kail Road Company, or other persons or party constructing said branch rail road, or for whom the same may be constructed, or their or either of their assigns, shall enter into any arrangement either with the Southern Michigan Rail Road Company, or the Erie and Kalamazoo Rail Road Company, or any other Rail Road contractwith Company in Michigan, for the formation of any connection anyother . .-,,.,. wet^w'ortt ^herewith, except as provided in this act, whereby either forfeiture. or passengers to or from Toledo shall be carried on said branch road, from Michigan City to the northern State line, and thereby open a communication between Toledo and Chi- cago to the detriment of the Buffalo and Mississippi Rail Road, until the same shall be completed through between those two points, it shall make an entire forfeiture of the said branch road, and all the rights, privileges, and franchises thereto herein granted to the said Central Rail Road Com- pany, or other persons for whom or by whom the said branch road may be undertaken or constructed, or their assigns. SEC. 11. The said board of commissioners created by this act shall hold their offices until said contracts, or contracts for said loans, shall have been made, and thereafter they shall be elected annually, by the stockholders, who shall become such in the western division of the Buffalo and Mississippi Rail Road Company upon the first Monday in January of each year, or upon such other day as shall be by the said board appointed: and in case no election shall be had upon the day Election of common- hereby appointed, the commissioners last elected or appointed en. style, gjjgjj h o \([ their offices until a new election shall be had. CHARTER. 47 Said commissioners may be elected from stockholders living either within or out of the State, and shall have power to choose a president from among their number, and also to ap- point a secretary and treasurer of said board, and a majority of said board shall be a quorum to transact all business, and they shall enter into contracts or agreements in the name of the " Buffalo and Mississippi Rail Road Company, by the Board of Commissioners, for the western division of said road," and may use a corporate seal, which shall be the seal of the said board or of the said company. ' But they shall exercise no control or have any thing in any way to do with or encumber that portion of said road lying east of Laporte; and the said board of commissioners shall be dissolved when- ever the Buffalo and Mississippi Rail Road is completed through the entire line of its route. SEC. 12. The present outstanding debt of the Buffalo and Mississippi Rail Road Company shall, in case any loan of money shall be made for the construction of the western division of said road, be a charge upon the stock subscribed f r ^ e b d ^ e for said division and upon said commissioners; and it shall w>1)1 be the duty of said commissioners to procure the same to be cancelled, paid, or otherwise discharged, and leave the said company from any liability by reason thereof, and relieve it from all obligation to pay the same. SEC. 13. The present directors shall, when this act is ac- cepted, surrender up their stock to the company to be can- celled, and any and every stockholder, of stock subscribed previous to the first of January, 1848, may and shall have the right^ upon request, to have his said stock cancelled en- tirely; and so far as the said stock shall 'be surrendered up a,nd cancelled, it shall be the same as if it had never been Presents*** may be can- subscribed for. And the directors of said Company shall ce cancel all such surrendered and all forfeited stock; and books shall from time to time be opened and stock subscribed, in the same manner and to the same extent as if such cancelled stock had never been taken. 48 When this act to take effect. Directors of Eastern and Commiss. of Western Div- ision to make mutual re- ports. CHARTER. SEC. 14. This act shall take effect and be in force from and after the time when the same shall be accepted as a part of the charter of the Buffalo and Mississippi Rail Road Com- pany, by a resolution of the board of directors thereof enter- ed upon the records of said board in full; and from that time the said commissioners shall be fully vested with the powers herein conferred upon them, and from that time, also, the places of the present board of directors shall be vacated, and the acceptance of this act by them shall be taken as a resig- nation of their several offices as directors of said company; and from that time until the said western division of the said road shall be redeemed from said mortgage or other convey- ance by way of security for said moneys loaned, or until the whole line of the Buffalo and Mississippi Rail Road shall be completed across the State, the directors of said company shall be elected by the stockholders of said company whose stock shall have been subscribed in books opened or to be opened therefor in counties along the line of said road east of Laporte; and said directors so to be elected shall be residents of the said eastern counties, excepting as by the charter ol said company and the amendments thereto, they may be non- residents of the State of Indiana; and said part of said road lying east of Laporte shall be entirely under the control of. the stockholders whose stock shall have been so subscribed. But said directors and commissioners shall mutually report to each other all their proceedings, expenditures, and the re venues of their respective divisions, and such other matters as may be proper, whenever requested, but not oftener than once in each year. And after said western division shall be replaced in the possession of the directors of said company, as provided in this act, then and from that time its affairs shall be controlled by the stockholders generally, under the charter, and directors shall be elected by them from any part of the State or elsewhere, under the provisions of the charter and the amendments thereto, in the same manner as if this act had never been passed. CHARTER. 49 SEC. 15. In case of the acceptance of this act as an amend- ment to the charter, and the resignation of the present direc- tors, Thomas S. Stanfield, and Joseph L. Jernegan, of the county of St. Joseph, and James H. Barnes and Erastus "W. H. Ellis, of the county of Elkhart, and Delavan Martin and Drusas Mchols, of the county of Lagrange, and Madison Marsh of the County of Steuben, shall be, and they are here- by constituted, a board of directors for the Buffalo and Mis- Directors of * Buffalo and sissippi Rail Road Company, as the successors of the .now Kappoint existing board of directors, to hold their offices as such until their successors in office are duly elected, according to the previsions of the charter and amendments for the election of directors, with power to fill all vacancies in their board, and to organize the same, and to make all necessary orders and do all acts which may be made or done by the directors of said company, under the original charter or the amend- ments thereto, except as otherwise provided in this act, and to receive from the present directors all records or other books and papers, and all stock or other property or thing belonging to said company. The directors of said company shall have power to make all such necessary contracts with any rail road company or companies either in Ohio or Illi- nois, for the passage of cars or otherwise, as shall accommo- date said Buffalo and Mississippi Rail Road Company in the transportation of its freight and passengers, but they shall in no case encumber the said western division of said road, nor shall any debt created or contracted hereafter by the direc- tors of the Buffalo and Mississippi Rail Road Company con- Directo stitute any charge or liability upon or against the western division of said road, or the stockholders thereof, until the road * said western division shall be restored to the possession of the directors of said road, under the provisions of this act. Provided, that if either of the above persons shall not, at the time of the organization of said board, be a stockholder in said company, it shall vacate his said office as such direc- tor, which vacancy shall be filled as in other cases. 7 tors 50 CHARTER'. AN ACT To provide for the continuance of the construction of all or any part of the public works of this State, by private Companies, and for abolishing the Board of Internal Improvements and the offices of Fund Commissioner and Chief Engmeer. [APPROVED, JANUARY 28, 1842.] SEC. 1. Be it enacted ~by the General Assembly of the State of Indiana, That the unfinished portions of all [or] of any one or more of the works of Internal Improvement, contemplated by an act, entitled an act to provide for a general system of Internal Improvements, approved January 27, 1836, and the several acts supplemental thereto, and amendatory thereof, are Public works hereby surrendered and granted, by the State of Indiana, to surrendered onf with BUC h association or associations as may hereafter from time to time bring themselves within the provisions of this act, together with all and singular the rights of way, fixtures, water-power, boats, cars, toll-houses, and other appendages of said works, including depots and lands held by the State for that purpose, and also the right of demanding and receiving tolls and rents for the same, and all the privilege of construct- ing the said works and repairing the same, and the right of condemning the right of way, and materials for constructing or repairing said works to the same extent and in the same manner that the said State now holds or may exercise such rights by virtue of the acts above referred to in this section. SEC. 2. That whenever any number of persons may wish to associate themselves together for the purpose of construct- ing any of said public works or any part thereof, according to the provisions of this act, it shall be the duty of the Gov- ernor, upon the written application of three or more persons, free-holders and citizens of this State, specifying in said ap- plication the particular work or part of a work the contem- on appiica- plated association wish to undertake, to appoint three or more tinn ot asso- * t , . . . erno?ti gov " suitable persons as commissioners to receive subscriptions of ! 11 " stock for continuing the construction of said or part of a work, CHARTER. 51 who shall be paid a reasonable compensation for their ser- vices, by said company : Provided, That in case application is made for more than one association, that such application as proposes to construct the longest continuous line of any un- finished work shall be preferred. SEC. 3. Said commissioners shall, within thirty days after their appointment, at such time and place, and in such man- ner as they may designate, open books for the subscription of commission. era to open stock, and they shall previously give public notice of the book3 - same, by publication in three newspapers, most conveni- ent to such place. The said commissioners shall determine what sum shall constitute a share in the stock of said associa- tion; and the point or points at which books shall be opened, and the time they may be continued open for the purpose of receiving subscriptions of stock. And in case more stock is subscribed for than is necessary to complete the work pro- posed by said association, the commissioner shall apportion the same by deducting the excess from the largest subscrip- tion so as to make them equal as near as may be. SEC. 4. As soon as the sum of ten thousand dollars shall be subscribed, (in addition to any real estate subscribed as stock,) as the capital of said association, and such an amount thereof shall have been paid in to said commissioners as shall have been required by them, then said commissioners shall order an election for directors of said association, to beheld at some MET order . election. No- convenient place, at such time as they shall designate, giving llce - thirty days notice thereof in at least three public newspapers printed nearest to the route or. routes of the work or works such association are about to undertake ; which publication shall be paid for by said company. SEC. 5. Said commissioners shall preside at said election, which shall be held open between the hours of 11 o'clock A. M. and 4 o'clock P. M., of said day, and shall receive, and cm'* shall " pivsMeat after the voting is closed, shall open and count the ballots, electlon - and shall declare who have been duly elected directors. 52 CHARTER. SEC. 6. A majority of said commissioners shall be a quorum Majority to f r the transaction of all business required to be jointly trans- quorum. e a acted by them under this act, and all vacancies in their num- ber shall be filled in the same manner the original appoint- ment is made. SEC. 7. The directors of such association shall be thirteen in number, seven of whom shall at all times, constitute a board for the transaction of business, and the acts of a majority of Number of the board assembled shall bind said association: all vacan- directors. how a fluld s c i es occurring therein may be filled by a majority of the di- rectors, and the person thus appointed shall continue to serve until a new board is chosen and organized. SEC. 8. At all elections for directors, the persons having the highest number of votes, according to the number to be chos- en, shall be declared duly elected directors 'of such association; and in voting for directors, each stockholder in person, or by proxy appointed under his hand in writing, shall be entitled, Mode of eieo on the shares then owned and held by him, to one vote for tion. Rates > of votes. eac j 1 share ^ o fa e nu mber of ten, and for every five shares above that number, to one additional vote; but no stockholder, after the first election held under the direction of said commission, ers, shall be entitled to vote unless the stock, by which he claims to vote, has been owned and held by him sixty days prior to the time of such election ; and no president, director or other officer of said company shall vote at any election of directors as agent, attorney, or proxy of any stockholder. SEC. 9. Each stockholder who has subscribed real estate as stock in said association shall be entitled to vote in such elec- tion for directors, and said commissioners in estimating the shares of such stockholder for the purpose of determining HOW sub- how many votes he shall be entitled to, shall estimate his real scribers of i vo a e estate to es t a te at one dollar and twenty-five cents per acre ; and at all subsequent elections such stockholders shall vote as other stockholders on the number of shares his real estate counts at its appraised value, as hereinafter provided for. CHARTER. 53 SEC. 10. Said board of directors first chosen according to the provisions of this act, shall meet at such time and place as may be designated by said commissioners, whose duty it is to give said directors notice thereof, not more than thirty days after said election; said directors shall appoint one of Directors to o -i i i TI 1111 elect officers. their number as president of said board, and they shall also appoint a secretary and treasurer of said board, whose duties,\ term of service and compensation, shall, from time to time, be regulated by said .board. SEC. 11. Before said -board shall proceed to exercise any further powers, intended to be conferred by this act, they shall, in conjunction with the commissioners aforesaid, make Directors and Corns, to re- out and certify under their hands, a full and complete state- C01d doin * s - ment of all their respective actings and doings in the prem- ises, and shall accurately specify therein the name assumed by said association, and shall cause the whole to be recorded at length, by the secretary of the board, in a book to be pro- vided and kept for that purpose, which, or a sworn copy thereof, shall be evidence of the matters and things therein contained, in all courts of justice in this State ; and said board shall cause a full and complete copy thereof to be made out by their secretary, to be certified by him under oath, Shallflleco . which shall be deposited in the office of the Secretary of State fJftwyrf 860 at Indianapolis. SEC. 12. Immediately after said copy shall be deposited in the office of the Secretary of State, if the Governor shall be satisfied therefrom, that the provisions of this act have been substantially complied with by said commissioners and board of directors, he shall forthwith issue his proclamation thereof mnke r pJS- to under the seal of the State, and shall cause the same tobe ct published in the weekly newspapers printed at Indianapolis, for three weeks successively, which publication shall be paid for by said Company. No association or company shall, un- der the provisions of this act, be entitled to take any one or any part of the public works in this bill referred to, until the first day ol April next, and not until the intention of the 54 CHARTER. State to let or sell her public works to companies shall have been first advertised for one month in the Journal of Com- merce, a paper printed in the city of New York ; and the Governor shall, after having caused said publication, together with the Treasurer and Auditor of State, form a board to re- ceive proposals from companies or individuals, to take said work or works, and on the first day of April next, or at a suitable period afterwards, the Governor shall appoint com- missioners on behalf of the association which is preferred, who shall receive subscriptions of stock as has in this act been provided. SEC. 13. As soon as proclamation shall be made as above Rights to required, all the rights, privileges, franchises and immunities vest In asso- elation. intended to be conferred by this act, shall vest as fully and completely in said association as if the same had been grant- ed and established by a public act of incorporation for that purpose; and said association, in its proper name assumed as herein provided, shall continue for the term of fifty years ; powers of as- shall have power to contract and be contracted with; to sue soctutiou thereupon. an( j b e sue( 3 plead and be impleaded in all courts of law and equity; and maintain and defend all actions, suits, plaints and pleas as any other corporation; to make and use a common seal and alter the same at pleasure; to hold, pur- chase, sell, lease and convey real estate as the purposes of said association shall require, within the purview of this act; and. do all other acts and exercise all such powers as may be essential to the object of such association; but no asociation shall exercise any powers in addition to the powers enumerated and given in this act, except such powers as are necessary to the exercise of such enumerated and given pow- ers : Provided, however, That at the expiration of the fifty years for which this charter is to run, said works shall not revert to the State until the State shall refund to such com- pany the money actually expended on such works by way of construction, and the amount paid by the association for State bonds without interest. CHARTER. 55 SEC. 14. Said commissioners, as soon as the first board of directors of such association is organized, shall forthwith de- liver over to said board the subscription books of stock, and eier s shall pay over also to the order of said board all moneys re- sSl*. 1011 ' ceived by them on such subscription. SEC. 15. The board of directors of every association shall Term or m- rectori office. continue in office for the term of on,e year, and until a new board is chosen and organized. SEC. 16. The first board of directors, at their [first] meeting after the proclamation shall have been made, as provided in the preceding twelfth section, shall fix the time for the next shaiiaxtime of annual annual election of directors, not more than one year from the election - time of such meeting, and all subsequent elections for direc- tors shall be held annually thereafter. SEC. 17. One month's previous notice for the election of directors, at each annual election, shall be given in two pub- Notice or election. lie newspapers, on the route of such work ; or if none is pub- lished thereon, then in two newspapers printed the nearest thereto. SEC. 18. If any annual election shall not be held for direc- . _ , . . Provision on tors, on the proper day fixed for holding the same, it shall be ^ t ^ f held at some early day, to be appointed by the directors then in office, giving the same notice thereof as is given for elec- tions regularly held. SEC. 19. Said board shall have power to supply vacancies ffif Board may in the office of secretary and treasurer of said association; to fiu vacanciM - meet from time to time, as may be expedient; to adopt such rules and regulations, and make such by-laws as, in their Make by _ judgment, the business and affairs of the association may re- lal quire, and which are necessary to perform the duties and carry out the powers granted by this act; to appoint such sub- ordinate officers, engineers, artists, agents and workmen as Appoint shall be necessary to exercise the business of the association; ** to darnand at such time, and in such proportion as they shall Callon gtock see fit, the sums of money due by the stockholders on their subscllb * respective money subscriptions of the stock, under pain of 5g CHARTER. forfeiture of the shares of their stock, and all previous pay- ments thereon, to the said association, or to sue therefor, and recover the amount due in an action of assumpsit, at their Provide for option; to issue proper certificates of stock to the stockhold- transfer. ers, and determine in what manner and under what restric- *tx compen- tions their shares of capital stock shall be transferable; to fix nations. the compensation and prescribe the duties of the several offi- cers and agents in the employ of the association; to require such bonds, obligations, and securities of the secretary, trea- surer, and other officers of the association, as may be judged necessary; to open, and continue open as long as neces- sary, books for the subscription of additional stock in said Acquire and association; to acquire, purchase, sell, lease, and dispose of **" real estate for the use of the association, for the purposes, and in the manner hereinafter described; to decide upon all locations of the work or works undertaken by said associa- tion, and establish and construct depots, toll-gates, toll-houses, machine-shops, and all other necessary structures, fixtures, and machinery and apparatus ; to order, and cause to be made, all surveys, estimates, and lettings of works, at such times and places as they may determine; to prescribe such forms of contract, rules, regulations, and specifications for the performance of work, as they may judge proper; to enter upon and take possession of any lands and streams of water, which may be necessary for the construction of any such work, and to make the same available; to regulate the time and manner in which all cars, boats, craft, vehicle, travel and property, shall pass on said work or works ; to hold, use, lease, and occupy, any water-power, depots, toll-gates, toll- houses, machine-houses, ware-houses, structures, fixtures, ap- paratus, or machinery, the association may receive from the State, under the provisions of this act ; to make, construct, complete, and keep in constant repair, the work or works granted and surrendered to such association, by the provi- coiiecttous. sions of this act, and on account of which such association may have been formed; to establish and collect the amount CHARTER. of tolls and transit duties for travel or transportation ; to make and declare, (deducting costs and charges,) a dividend of clear profits and income of said work or works and appur- tenances, among the stockholders, at such times as may be deemed expedient; and do other necessary and proper acts in accordance with the intent and meaning of this act. SEO. 20. Such board shall have a public office on or near the route of said work. SEC. 21. In the construction of such works, and in carrying out the provisions of this act, said associations shall in all respects be governed, so far as the same can be made appli- cable, by the laws now in force concerning the prosecution of said works. SEC. 22. The board of directors shall cause a fair "journal Keep loumai * and accounts of all their proceedings to be kept, and also a just account of the capital stock and property of every description, and of all moneys received from every source whatever, and of all moneys disbursed, to be entered in full on their books, open to the inspection of stockholders. SEC. 23. It shall be lawful for such association to acquire, May acqu ire hold and convey real estate for the following purposes: First, HOW? such as may be taken in subscription for stock. Second, such as may be necessary for the accommodation and transaction of the business of the work. Third, such as may be mort- gaged in good faith, by way of security, for moneys due the association. Fourth such as shall be conveyed to it in satis- faction of debts previously contracted in the course of its necessary dealings. Fifth, such as the association shall pur- chase at sales under judgment, decrees, or mortgages in its favor. Such association shall not purchase, hold or convey real estate in any other case, or for any other 'use or purpose. SEC. 24. All conveyances, leases and transfers of real es- conreyances tate, to and from said association, shall be in the name of the president and directors thereof. All conveyances, leases, and titles from the association, shall be sealed with the seal of the 58 CHARTER. association, signed by the president and countersigned by the secretary. SEC. 25. So soon as the board of directors of such associa- tion shall be organized, and such association be fully consti- tuted, under the provisions of this act, it shall be the duty of the officers and agents of the State having charge of such work or works, to deliver to the board of directors copies of to d t eii?fr cer8 * ne surveys, maps, profiles, and estimates of the same, in mlpll'c. possession of such agents, so far as the same may be required to be furnished by such board, for which such officers and agents shall be allowed a reasonable compensation, to be paid by such association. May fix toiis SEC. 26. The board of directors shall fix the amount of tolls and duties. and transit duties upon all boats, vessels, crafts, vehicles, teams, animals and cars used in conveying property, mer- chandize, and effects, on and along any such work, procured, constructed, used, and occupied by such association, under the provisions of this act, and also on all property, merchan- dize, and effects transported on and along the same. The said association may, when the work undertaken by them is a rail road, use its own cars alone for transportation, or it may permit such to be owned and used by others. List of rates g EC . 27. Lists of the rate of tolls and transit duties of every to be Bet up. kind, shall be made out by the secretary, as fixed by the board of directors, and shall be set up in the office of the board, and in each of the business places, ware-houses, cars, boats, and toll-gates of the association in use on the route of said work, and no other higher fate of tolls or transit duties shall be charged and taken by any officers of said association, unless the same has been altered by the board of directors, and the list thereof set up as in this section provided, at least three months prior to the time of charging and taking the same. penalty for SEC. 28. If any officer or agent of said association shall violate the provisions of the last preceding section, by exact- ing any greater amount of tolls or transit duties than he might lawfully exact, he shall forfeit and pay, for every such CHARTER. 59 violation, to the owner of the property or person aggrieved, three times the amount of the suin unlawfully exacted, to be recovered in any court of competent jurisdiction. SEC. 29. Stock may be subscribed in any such association stock may be subscribed In in labor, materials, or services, to be paid on such terms llXiswS*' and conditions as may be agreed upon with the board of sei directors. SECTIONS 30 to 44, inclusive, relate to receiving subscrip- tions of stock in lands, and issuing scrip thereon. Repealed. SEC. 45. The stock of the stockholders of said association stock person- al property shall be considered personal property, and may be sold on execution issued against the stockholders as other personal property, and transferred on the books of the company by the officer selling the same, in the same manner that the same could be transferred by the owners thereof, and when such transfer shall have been legally made, if the execution de- fendant shall refuse to transfer and deliver the certificate of said stock to such purchaser, it shall be the duty of the board of directors to make and deliver to such purchaser a new cer- tificate thereof. SECTIONS 46, 47, 48, 49, 50, 51, 52, and 53, relate to issuing scrip, and receiving it in payment for lands. Repealed. SEC. 54 provides for taking up McAdamized roads. SEC. 55, 56. Provides for taking up finished works and paying for them in State bonds. SEC. 57, 58, 59. Provide the way the profits in works own- ed by the State and individuals shall be divided. SEC. 60. Provides for investing the proceeds of the State's interest in any joint work in the stock of the company. SEC. 61. It shall be lawful for any county within this State counties to take stock in such association ; and for this purpose the scribe stock, several boards doing county business, are hereby empowered to subscribe therefor, and to levy a tax as for county purposes, not exceeding one dollar on every hundred dollars of assessed property, to be applied to such object, and the county shall 60 CHARTER. hold such stock as individual stock is held in such asso- ciation. SEO. 62. That if any such association shall not commence TO com- operations within the meaning of this act, within one year menoe with- r in one year fr Om the time it is organized, it shall forfeit all rights, privileges, and franchises it may have acquired under this act. SEC. 63. As many such associations may be organized un- der the provisions of this act, as will undertake to prosecute and complete any part of the unfinished portions of the pub- lic works, embraced in the general system of internal im- provements in this State. Any such association being organ- ized for the purpose of completing any specific work, shall not be supplanted therein by any other association, company, individual or individuals, unless it shall appear to have aban- doned the prosecution thereof, as specified in this act. May not be SEC. 64. The State of Indiana, through the legislature supplanted. thereof, shall have the privilege, at any time after twenty years, to purchase from any such association, the entire inter- est such association may have acquired under the provision of this act, by refunding to such association the full amount actually expended thereon by such association, with interest at the rate of six per cent, per annum thereon, from the date of such expenditure, first deducting from said six per cent, all net amount of revenue received by any such association. SEC. 65. Be it f wither enacted, That the board of Internal Improvement, the office of Fund Commissioner, and the office of Chief Engineer are hereby abolished, and the term of ser- vice of each of these officers shall cease from and after the last day of February, 1842. SECTIONS 66, 67, 68, 69 and 70, relate to the appointment of Commissioner and State agent, and prescribing their duties. SECTIONS 71, 72, 73, 74 and 75, relate to the appointment of agents for the Madison and Indianapolis Kail Koad, the White Water Canal, and the New Albany and Vincennes Road. CHARTER. (ft SEC. 76. Provides that associations taking up unfinished portions of works, may take the control of the finished portion belonging to the State. SEC. 77. Prescribes the duties of the commissioner of the "Wabash and Erie canal. SEC. 78. The Treasurer, Secretary, and Auditor of State Board of re-; ' vlsslon of shall constitute a board, who shall once in two years, revise toUs> and regulate the acts of the directors of such associations, fix- ing the rates of tolls and water rents upon the works or parts of works finished under the provisions of this act, as well as such parts as have been finished by the State. Provided, The said board shall not fix the tolls and water rents at a less rate than the tolls and water rents on works similarly situated in other States. SEC. 79. Provides for the appointment of an agent of State to take care of the public property connected with the public works. SEC. 80. Provides for the improvement of the Grand Eapids and Wabash River. SEC. 81. Forbids the formation of a Company to finish the "White Water canal. SEC. 82. Authorizes the formation of a company to make a rail road from Shelbyville, to intersect the Madison and In- dianapolis Rail Road. SEC. 83. Authorizes the Richmond and Brookville Canal Company to avail themselves of the provisions of this act. SEC. 84. Relates to the Cross Cut Canal, &c. SEC. 85. The Legislature reserves the right to alter, amend or repeal this act whenever two-thirds of the members of both state may repeal by two branches of the Legislature shall concur therein. Provided, thlrdsvote - No act altering, amending, or repealing this act shall take ef- fect until the State shall pay said association the amount which such associacion has expended in the construction of said * c * work, and in the purchase of State bonds, with six per cent, interest thereon. (52 CHARTER. SEC. 86. This act to be in force from and after its passage, and be taken and deemed a public act, and shall be liberally construed. [In the first and twenty-first sections of the above act, the same powers and privileges are given to this company which the State reserved to herself in the construction of said works under the Internal Improvement Laws, Approved, Jan. 27th, 1836, entitled "An Act to provide for a general system of In- ternal Improvements. We give below Sections 16, 17, 18, 19, 20 and 21 of the above act, which are referred to in the act of 1842. Provision is also made in the law, Approved Jan. 12, 1849, entitled " An Act relating to the New Albany and Salem Kail Road Company, for the board of directors of the compa- ny to have the same powers and privileges as were given to the board of Internal Improvements in the law of January 17th, 1836, alluded to above.] Board of in- SEC. 16. It shall be lawful for the Board of Internal Im- ternal Im- m r ayet e er t on provement, and each of the members thereof, by themselves, or by any superintendent, agent, or engineer employed by them, to enter upon, and take possession of, and use all and singular, any lauds, streams and materials of any and every description necessary for the prosecution and completion of the improvements contemplated by this act ; and to make all such canals, feeders, dams, locks, rail roads, turnpike roads, and other works as they may think necessary for making such improvements, avoiding, in all cases, unnecessary damage or injury to the proprietors. HOW dama- SEC. 17. In all cases where persons may feel aggrieved or injured by the construction of any of the works contemplated by this act, or by use of materials for the same, the person or persons so feeling aggrieved or injured, shall make out a written statement of the cause of such complaint, particularly describing the nature of the injury and the interest of the complaint or complaints therein, and deliver the same to the members of the Board of Internal Improvement, having CHAK-TER. 63 the superintendence of that part of the public works which is supposed to occasion such injury, or under whose superintend- ence said supposed injury was committed, which written state- ment shall, by said superintendent be copied into a book to be kept for that purpose ; and said superintendent shall lay said complaint before the Board of Internal Improvement at their next semi-annual meeting thereafter, which shall be filed among the papers of said Board, and said Board shall thereupon refer the subject matter of said complaint to three disinterested persons, as appraisers, to be named and appoint- ed by said Board of Internal Improvement, to assess, appraise and assess the damages of such complainant or complaints. The said Board shall fix the time or times and place or places for said appraisers to meet, and [cause] reasonable notice of the Proceedings, same to be given to such complainant or complainants of the time and place of the meeting of said appraisers, and when said appraisers are so met, shall be sworn to do impartial jus- tice between the State and complainant or complainants, ac- cording to the best of their understanding, and shall bring before them, and either of them shall swear such witnesses as they may think justice requires ; and their decision and award they shall report to the said superintendent to whom the complaint was made, or his successor, and by him the same shall be copied into a book procured for the purpose, which decision of said appraisers shall be final, unless either party shall think proper to appeal to the Circuit Court of the county where such cause of difference arose, within thirty days after the decision and award of said appraisers, and when such appeal is taken it shall be governed by the same rules Appeal and regulations as appeals from judgments of justices of the peace, except no bond shall be required of the State in case she may be the supposed injured party; and on any appeal being taken, the member of the Board of Internal Improve- ment having possession 'of the books containing the said com- plaint, and the award of said appraisers, shall take the neces- sary appeal bond sufficient in his opinion, to cover double the (54 CHARTER. amount of the costs; and shall also make out and certify a transcript of said complaint, together with the award of the appraisers, in the same manner as transcripts are required to be certified by justices of the peace, in case of appeals; and in all cases in the assessment of damages, as in this section provided for, the appraisers, the court or jury shall take into consideration the benefit resulting to such complainant from the construction of the works which occasion the supposed injury ; and the damages, so assessed by said appraisers, when no appeal is taken, or the amount settled by the judg- ment of a judicial tribunal, shall be paid to the party injured by the Board of Internal Improvement : Provided, That no claim shall be recovered or paid by said Board unless the ap- plication therefor be made as herein provided within two years next after the property shall have been taken possession of as aforesaid : Provided, That no such appraiser or juror shall be the owner or lessee of any real property situated on or within one mile of the line of said work of improvement for damages for the construction of which such claim or com- plaint may be made. SEC. 18. The said Board of Internal Improvement shall, by any one or more of its members, proceed in due time along the lines of the said several works herein contemplated, and take from the several individuals through whose lands any of said contemplated works may pass, or which may be con- May obtain tiguous thereto, releases to the State of the necessary land, timber, stone, sand, or other material, for the purposes of constructing any or all of said works, or for repairing the same, and for building-ground for the construction of mills or other hydraulic machinery to be propelled by the water-power of any such canal, and also to enter and purchase, on behalf of the State, any lands belonging to the general government or to individuals contiguous to such work for the same pur- pose, and file the same in the office of the Secretary of State; which releases shall operate so as to vest in said State a full CHARTER. 65 and complete right to enter upon, use and take the same at any and all times thereafter. SEC. 19. Said board or any member as aforesaid, in taking JJ a e y r ? t ntract releases as aforesaid, is hereby authorized, in consideration of Mdge8 - any privilege granted by individuals to the State, of the right of way or other privilege, to contract with such individual, on behalf of the State, to erect across said canal any bridge or bridges for the benefit of such individual and the public. SEC. 20. In erecting any bridge or other structure across ^on^ 6 any river or stream, for the purpose of carrying any canal or rail road across such river or stream, the said board shall cause to be constructed, in addition to the usual structures necessary for a canal or rail way, a way for wagons and car- riages, if they shall deem it expedient. SEC. 21. The appraisers appointed by the Board of Inter- nal Improvement to assess damages in pursuance of the pro- visions of the sixteenth section of this act shall each be al- $*$ lowed the same compensation per day as is or shall be allow- pri ed to a member of the Board of Internal Improvement, and so much of the laws of this State now in force as provides for creating, continuing or compensating a State board of ap- praisers, be and the same is hereby repealed. AN ACT To change that part of the New Albany and Crawfordsville McAdamized Road which lies between Salem and New Albany, to a Hail Road, to be constructed by a, private com- pany. SECTION 1. Be it enacted by the General Assembly of the State of Indiana, That any association of persons which may be formed under and by virtue of the provisions of an act entitled " an act to provide for the continuance of the construction of all or any part of the public works of this State, by private companies; and for abolishing the Board of Internal Im- provements and the offices of Fund Commissioner and Chief 66 CHARTER. Engineer, approved January 28th, 1842," be, and they are hereby authorized to enter upon, have, hold and possess all and singular, the rights of way, fixtures, water-power and other appendages and materials heretofore provided, located and designated, for the purpose of constructing that part of a Association McAdarnized Koad, from Jefferson ville to Crawfordsville, may enter on ttawfords- which lies between Salem and New Albany, under and by virtue of an act to amend an act entitled " an act to provide for a general system of Internal Improvements, approved January 27th, 1836," approved January 25th, 1838, and the rail road which, in and by said acts, was authorized to be con- tinued from New Albany to Jefferson ville, and said company are hereby authorized to extend said road to WJiite Ewer, making Lawrenceport a point. SEC. 2. And be it further enacted, That said company be, May change and it is hereby authorized to change that part of said it to a rail road - road which lies between Salem and New Albany, to a rail road; and that, in the construction and completion therefor, said company shall be governed by the provisions of the act here- in before named, approved January 28th, 1842, and have and possess all the rights, privileges and immunities granted by said act. SEC. 3 and 4, repealed. SEC. 5. This act shall be in force and have effect from and after its passage. JOHN S. S1MONSON, Speaker of the House of Representatives. J. G. KEAD, President of the Senate. STATE OF INDIANA, ) Secretary's Office. \ I, John H. Thompson, Secretary of State for the State aforesaid, certify that the foregoing is a full and correct copy of the aforesaid entitled act, as the same remains on file in my office of Secretary of State, as aforesaid. CHARTER. In witness whereof I have herennto set my hand, [L. s.] affixed the Seal of State, at the city of Indian- apolis, the 25th day of January, A. D. 1847. JOHN" H. THOMSON, Secretary of State. AN ACT For the benefit of the New Albany and Salem Hail Road Company. [Passed Senate February 11, 1848, the objections of the Governor to the contrary notwithstanding. TEST, Sec. of Sen. Passed House of Representatives February 11, 1848, the objections of the Governor to the contrary notwithstanding. M. S. WARD, Clerk. SECTION 1. Be it enacted by the General Assembly of the State of Indiana, That the State of Indiana hereby releases Release of ' State right of to the New Albany and Salem Rail Road Company, any and redemption. all right of redemption which the State may have under and by virtue of any act heretofore passed, or any thing done or to be done by said company. SEC. 2. This relinquishment shall not take effect on any what release u 'to effect. part of the route of said road, upon which there shall not be put the superstructure, and all preparation for running cars thereon by said company within five years from the passage of this act. SEC. 3. The said company shall have the right and power to extend their work or road to any other point or points tJian BIay extend those indicated by the location "heretofore made by authority o/'anyotS the State : Provided, That said road shall first be constructed from the city of New Albany to the town of Salem, and said town of Salem shall be a point upon the continuous or main line of said road. And provided further, That no road shall be constructed by said company, which shall diverge from the main line of lad to poln 68 CHARTER. l> etwe en New Albany and Salem, if it shall be found practicable to continue said road from Salem to Col- Salem. umibus, or such other point or points as said company shall deem best; and in making such extensions or change of routes, said company shall have and enjoy all the powers and rights conferred upon the State, and be subject to all the liabilities on her imposed by an act entitled " an act to provide a gen- eral system of internal improvements," approved January 27, 1836, and an act entitled "an act to provide for the continuance of the construction of all or any part of the public works of this State by private companies, and for abolishing the board of internal improvements and office of fund commissioner and chief engineer," approved January 28, 1842. SEC. 4. That so much of any act or law now in force as Personal iia- render the stockholders of said company liable in their indi- bility releas- * * ed> vidual right for any of the liabilities of said company, be, and the same is hereby repealed, as to all liabilities by said company to be contracted after the passage of this act. SEC. 5. That section fourth of an act entitled " an act to change that part of the New Albany and Crawfordsville McAdamized road which lies between Salem and New Al- bany, to a rail road to be constructed by a private company, be, and the same is repealed. SEC. 6. This act to take effect and be in force from and af- ter its passage and publication in the Indiana State Journal and State Sentinel. AN ACT In relation to the New Albany and Salem Rail Road Com- pany. New Albany SECTION 1. Be it enacted Tyu the General Assembly of ike and Salem R. > > bow m mo n - State of Indiana, That the New Albany and Salem Kail Road Company be and they are hereby authorized to borrow money at a rate of interest not exceeding eight per cent, per CHARTER. 69 annum, and issue bonds, for the purpose of enabling said company to finish the construction of a rail road from New Albany to Salem, and for the purpose of enabling said com- pany to construct a rail road to such other point or points as said company may deem expedient', Provided, however, noth- ing in this section contained shall be so construed as to re- lease said rail road company from the restrictions contained in the third section of an act entitled " an act for the benefit of the New Albany and Salem Rail Road Company," passed Feb. 11, 1848. SEC. 2. That nothing in an act entitled " an act for the Oonstrnction benefit of the New Albany and Salem Rail Road Company," of certalnact - which was passed by the Senate and House of Representa- tives on the llth of February, 1848, shall be so construed as to prevent said rail road company from constructing a rail road commencing at a point on the main line of the road be- tween New Albany and Salem, and extending from such point to the town of Charlestown in the county of Clark, and in crossing the track or route of the Ohio and Indianapolis Rail Road Company, a just course shall be pursued and as little damage done as possible, and said New Albany and Salem Rail Road Company shall be responsible for whatever dam- age they may occasion; and on the line of road proposed t6 be constructed to Charlestown, all claim or claims for dam- ages, either for right of way or materials, shall be made with- in three years after the location of said road or the taking of said materials. SEC. 3. The board of Directors of the New Albany and shaiihave Salem Rail Road Company shall, in the assesessment of f t a e r r d n ai f i m - damasres, in relation to all necessary rights of way and mate- Fnmatterof 1 ^ a ** assessment. rials, possess the same powers and perform the same duties that were possessed and performed by the board of internal im- provements, as provided in the sixteenth and seventeentli sec- tions of an act entitled "an act to provide for a general system of internal improvements" approved 27th January, 1836. That no money borrowed by the Salem and New Albany Rail 70 CHARTER. Eoad company shall be applied to the construction of the Charlestown branch of said road without the consent of a majority of the directors living in "Washington county. This act to be in force from and alter its passage. G. W. CARE, Speaker of the House of Rep. Approved January 12, 1849. PARIS C. DUNNING. J. G. EEAD, President of the Senate. STATE OF INDIANA, to wit: I, Charles H. Test, Secretary of State for the State of Indiana, do hereby certify that the fore- going act of the General Assembly of the State of Indiana, is a true, Ml and complete copy of the act therein recited, as appears from the enrollment remaining in my office. In witness whereof I have hereunto set my hand [L. s.] and affixed the seal of State at Indianapolis, this thirtieth day of January, in the year of our Lord one thousand eight hundred and forty -nine. CHAELES H. TEST, Secretary of State. AN ACT To a/mend the Charter of the New Albany and Salem Rail Road Company. [APPROVED JANUARY 12, 1850.] SECTION" 1. Be it enacted by the General Assembly of the State of Indiana, That it shall be lawful for the New Albany / and Salem Eail Eoad Company to receive subscriptions of stock in lands, at such rate as may be agreed upon between robrcriptions the parties, and that sections from 30 to 43 inclusive, of an act entitled " an act to provide for the continuance of the construction of all or any parts of the public works of this State by private companies, and for abolishing the board of internal improvements and the office of fund commissioner and chief engineer," approved January 28, 1842, be and they CHARTER. 71 are hereby repealed, so far as they operate to prevent said rail road company from receiving subscriptions of stock in real estate, at prices and terms which may be agreed upon between the parties. SEC. 2. That the New Albany and Salem Kail Eoad Com- pany is hereby authorized to hypothecate and mortgage or pledge the whole or any portion of the road constructed or proposed to be constructed by it, as security for moneys loaned or advanced to it, upon such terms and conditions as by the board of directors may be deemed just and equitable, not exceeding interest at the rate of eight per cent, per annum, and may proceed'fco locate 4c - of debt for the purpose of raising money for the objects of such organization, and bearing such rate of interest as said CHARTEIt. company may deem advisable; and such other evidences of debt may be sold or otherwise disposed of by said company, in raising money or in procuring labor and materials in the prosecution of the objects of such organization, upon such terms and upon such rates as may be agreed upon by the parties; and if such sale or other disposition of such obliga- tions or other evidences of debt shall be at a discount, the same shall remain as valid and binding in every respect, as if sold at par value. SEC. 3. And ~be it further enacted, That all laws coming in conflict with the provisions of this act be and the same are hereby repealed. SEC. 4. This act is hereby declared a public act, and to be in force from and after its passage. J. A. LANE, President of the Senate. E. DURMONT, Speaker of the House of Reps. [January 8th, 1851. Returned with the objections of the Governor, and passed, his objections to the contrary notwith- standing. FRANK EMERSON, See. Sen.-] [January 8th, 1851, passed, the objections of the Governor to the contrary nothwithstanding. WM. R. BOWES, Clerk H. E. STATE OF INDIANA, TO wrr : I, Charles H. Test, Secretary of State for the State of Indiana, do certify the foregoing to be a true, full and complete copy of the above recited act, as appears from the enrollment on file at my office. In witness whereof I have hereunto set my hand [L. s.]] and affixed the seal of the State, at Indianapo- lis, this 9th day of January, A. D. 1851. CHARLES H. TEST, Secretary of State. CHARTER. 73 AN ACT Authorising Bail Rood Com/ponies to change their names. [APPROVED, FEBRUARY 22, 1853.] WHEREAS, Charters have heretofore been granted for the con- struction of rail roads between certain localities, and amendments authorizing extensions thereto, have subse- quently been passed, in consequence of which the names originally given to the companies do not indicate the loca- tion, course or termination^ their roads : AND WHEREAS, It is desirable that the name of a rail road should afford sime information as to its location : there- fore, Be it enacted ty the General Assembly of the State of Indi- May change ana: SECTION 1. Rail road companies desiring so to do, may resolu t lon - change their names by resolution of their boards of directors duly entered upon their records, and in so doing may adopt such name as may be agreed upon by said board: Provided, proviso. however, that nothing herein contained shall authorize the New Albany and Salem Rail Road Company to change their corporate name, until said company shall have constructed that portion of their road which has been surveyed, and loca- ted north of Lafayette, and between Michigan city and the Il- linois State line. SEC. 2. It shall be the duty of said board to cause a copy Record and f in a certain case. the terminus of whose road is at or within two miles of any city or town on the Ohio river, shall consolidate its stock with that of any other company on the opposite side of said river, nor shall run or construct its road along or across the streets of said town or city, without the consent of the corpo- rate authorities of said town or city being, in each case, there- Proviso, unto obtained : Provided, that this provieo*shall not apply to or affect, in any manner whatever, the rig or liabilities of any company constructing any road whose terminus is a city or town situate within two miles. of the l^e between this State and the State of Ohio. Not to repeal SEO. 6. Nothing in this act shall be construed to repeal or certain act. * affect, in any manner whatever, the provisions of an act en- titled " an act supplemental to an act entitled an act to pro- vide for the incorporation of rail road companies," approved June 18th, 1852. Emergency. g EO> ^ "\Vhereas an emergency exists for the passage of this act, the same shall take effect and be in force from and after its passage. AN ACT To provide for the incorporation of Rail Road Companies. SEC. 1. Be it enacted ~by the General Assembly of the State of Indiana, That any number of persons, not less than fifteen, being subscribers to the stock of any contemplated rail road, HOW com- may be formed into a corporation for the purpose 'of con- panies to be organized, structing, owning and manmtaining such rail road, by com- plying with the following requirements : Whenever stock to the amount of at least fifty thousand dollars or one thou- sand dollars for each and every mile of the proposed road CHARTER. 77 shall have been subscribed, the subscribers to such stock shall elect directors for such company from their own number, and shall severally subscribe articles of association, in which shall be set forth the name of the corporation, the amount of the capital stock of the company (which may be increased from time to time, if necessary, to a sum equal to the actual costs of constructing the road, together with the cost of the right of way and motive power, together with all other appurtenan- ces and expenses necessary for the completion and running of such road;) the number oCshures of which said stock shall consist ; the number of directors, and their names, to manage the affairs of theAmpany ; the name of the place from which and the place toTwhich the proposed road is to be construct- ed, and each Jounty into which or through which it is in- tended to pass, ajfd its IsQgth as near as may be. Each sub- scriber to such articles of association shall state his place of residence and the number of shares taken by him in such company. SEC. 2. Articles of association formed in pursuance of the Articles to be * filed In Secre- pro visions of the foregoing section shall be filed in the office of ^ e f states the Secretary of State, and thereupon the persons who shall have subscribed the same, and all persons who shall from time to time become stockholders in such company, and their successors, shall be a body politic and corporate in perpetui- ty, by the name stated in such articles of association, and shall be capable of suing and being sued, and may have a com- mon seal, and may make and alter the same at pleasure; and shall be capable in law of purchasing, holding and conveying any real and personal property whatever, necessary for the construction of such road, and for the erection of all necessary buildings and yards and appurtenances for the use of the same. A copy of any articles of association filed in pursuance of this act, and certified to be a copy by the Secretary of State or his deputy, shall, in all courts and places, be presumptive evidence of the incorporation of such company and of the facts stated therein. 78 CHARTER. Books how opened. g ECi 3 > "j"h e directors named in the first section of this act shall open books for subscription to the capital stock of the company, at such times and in such places as a majority of ^,, them may direct, due notice of which shall be given ; and in case a greater amount of stock shall be subscribed than the whole capital required by such company, the directors shall distribute such capital stock so subscribed as equally as pos- sible among the subscribers : but no share thereof shall be divided in making such distribution, nor shall a greater num- ber of shares be allotted to tmv ne subscriber than by him _^ subscribed for. ^lk Election how SEC. 4. There shall be an annual meetinMpf the stockh old- conducted. . i .*, ers, to be held in one of the counties in -hich or through ' ^ m which such road is proposed to be or may bewonstructed, for the election of directors, to serve ^Khe ensuing year ; notice of which, appointing a time and place, shall b*e given by the directors chosen as provided in the first section of this act for the first annual election, and afterwards by their successors in office : which notice shall be published not less than twenty days previous thereto, in a newspaper published in each coun- ty through which such road shall be intended to run (if there be stockholders residing therein,) in which a newspaper shall be published; and if no newspaper be published, then by six written or printed notices put up in the most public places in such county. Three judges of elections shall be chosen by the board of directors previous to any annual meeting of the stockholders, who shall be stockholders but not directors at the time of such elections, whose duty it shall be to receive the votes of the stockholders, at such elections for directors, and who shall openly count the votes and declare the result, and shall furnish the directors elected at such meeting of the stockhalders with a certificate of their election, which certifi- cate shall be evidence of their authority to act as such direct- ors. Not less than seven nor more than thirteen directors shall be chosen at such meetings of stockholders, by ballot and by a majority of the votes of the stockholders being present in per- CHAHTER. 79 son or by proxy; and every such stockholder being so present at any election for directors, shall be entitled to give one vote for every share of stock which he may have owned for ten days next preceding such election ; but no stockholder shall vote at any such election upon any stock except such as he shall have owned for ten days. No person shall be a director un- less he shall be a stockholder, owning stock absolutely in his own right, and qualified to vote for directors at the election at which he shall be chosen. The directors shall hold their offices for one year an^Htijft others are elected in their / _^^^ places. SEC. 5. Meeting of ffie stockholders may be called at any stockholderg time during fheJKterval* between the annual meetings, by the Sow directors, or byithe stockholders owning not less than one- fourth of the srock, by giving thirty days' public notice of the time and plac% JF the uHKings, in the manner provided in the next preceding section for the annual meetings, and when any such meeting is called by the stockholders, the particular object of such meeting shall be stated in such notice; and if at any such meeting, thus called, a majority in value of the stockholders are not presented in person or by proxy, such meeting shall be adjourned from day to day, not exceeding three days, without transacting any business; and if, within said three days, stocholders having jflpajority of the stock do not attend such meeting, thn the meeting shall be dis- solved. SEC. 6. At a regular meeting of the stockholders of any such corporation, it shall be the duty of the president and directors in office for the preceding year to exhibit a clear Directors to render state- and distinct statement of the affairs of the said company, and ments - at any meeting of the stockholders a majority of those pre- sent, in person or by proxy, may require similar statements from the directors, whose duty it shall be to furnish them when thus required ; and at all general meetings of the stock- holders, a majority in value of the stockholders in such com- pany may remove any president or any director of such com- 80 CHARTER. pany, and elect others in their stead ; Provided, notice of such intended removal shall have been given as required in the two last preceding sections, on failure in SEC. 7. It case it shall happen, at any time, that an election election, rr ' ' bheki r v,Tti f directors shall not be made on the day designated by the by-laws of the company, when it ought to have been made, the company, for that reason, shall not be dissolved, if, within ninety days thereafter, they shall hold an election for directors in such manner as shall be provided by the by-laws of the company. There shall be agHM^ftit of the company, who shall be chosen by and from the directors, and also such su- bordinate officers as the company, by its by-laws, may desig- nate, who may be elected or appointed, ancKe^uired to give such security for the faithful performance Itf the duties of their offices as the company, by 'its by-laws, may require: Provided, That nothing herein corMRied sh^4be so construed as to prevent the stockholders from removing a president and electing another in his place in the manner .prescribed in the last preceding section. SEC. 8. It shall be lawful for the directors to call in and de- May can mand from the stockholders respectively any sums of money stock ibrfei- . ... ., . . ture. by them subscribed, in such payments or instalments as the directors shall deem proper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payment shall not be ma^e by the stock- holders within thirty days after personal demand, or notice requiring such payment^ shall have been made in each coun- ty through which such road shall be laid out, in which a newspaper shall be published: Provided, That subscriptions shall not be required to be paid, except in equal instalments of not more than ten per cent, a month. May make SEC. 9. The directors of such company shall have power to make by-laws for the management and disposition of stock, property and business affairs of such company, not inconsis- tent with the laws of this State, and prescribing the duties of officers, artificers and servants that may be employed, and for CHARTER. gj^ the appointment of all the officers for carrying on all the business within the object and purposes of such company. SEC. 10. The stock of such company shall be deemed per- stock person- sonal estate, and shall be transferable in the manner prescribed by the by-laws of the company; but no shares shall be transferable until all previous calls thereon shall have been fully paid in, or the shares shall have been forfeited for the non-payment of calls thereon. SEC. 11. The president and a majority of the directors, with- President and directors in thirty days after the 'MMJMJfr * the last instalment of the *te le certlfi " 'M capital stock so iixcd and limited by the company, shall make a certificate ^tatjfigHl amount of the capital stock so fixed and paid in, wltfc^cef tifit'ate shall be signed by the president and a majority V th$ directors, and sworn to by the president and secretary; 'and they^sMll, within the said thirty days, file and record jP%same %i the office of the Secretary of State. SEC. 12. Every such company, before proceeding to con- TO me map struct a part of their road into or through any country named struction - in their articles of association, shall make a map and profile of the route intended to be adopted by such company, which shall be certified by a majprity of the directors, and filed in the office of the clerk of such county x for the inspection and examination of all parties interested therein. SEC. 13. Every such corporation shall possess the general powers, and be subject to the liabilities and restrictions ex- pressed in the special powers following 1 ', that is to say: First. To cause such examination and surveys for the pro- make e sur posed rail road to be made as may be necessary to the selec- ve tion of the most advantageous route for the rail road, and for such purposes, by their officers, agents and servants, to enter upon the lands or waters of any person, but subject to re- sponsibility for all damages which they shall do thereto. /Second. To receive, hold and take such voluntary grants TO grants. and donations of real estate and other personal property as shall be made to it } to aid in the construction, maintenance 11 32 CHARTER. and accommodation of such rail road; but the real estate thus received by voluntary grants shall be held and used for the purposes of such grants only. TO purchase. Third. To purchase, and by voluntary grants and dona- tions, ivcvivo and take, and by it? nfncrrs, i-n pincers and sur- veyors and agents, enter upon and take possession of, and hold and use all such lands and real estate and other proper- ty, as "may be necessary for the construction and maintenance of its rail road and stations, depots and other accommoda- tions necessary to accomplidBBBIJ|ects for which the corpo- ration is created ; but not untiHh^rofjMjaisation to be made therefor, as agreed upon by the parties, OjMfcert^ned as here- inafter prescribed, shall ha^ce been paid tgTffi owner or own- ers thereof, or deposited as heMinafter'diiRjted,, unless the consent of such owner be given% enter ijto possession. TO take ma- Fourth. To lay out its road, not excelling six rods wide, and to construct the same; and for the purposes of cuttings, embankments, and procuring stone and gravel, may take as much more land, within the limits of its charter, in the manner provided hereinafter, as may be necessary for the proper construction and security of the road. TO crossover Fifth. To construct their road npon or across any stream roads or ca- . nais. O f water, water-course^f^ad, mghway, rail. road or canal, so as not to interfere with 1 the free use of tfee same, which the route of its road shall intersect, in such manner as to afford security for life and property; but the corporation shall re- store the stream or watef -course, road or highway thus in- tersected, to its former state, or in a sufficient manner not to have unnecessarily impaired its usefulness or injured its franchises. TO intersect Sixth. To cross, intersect, loin and unite its rail road with other roads. any other rail road before constructed at any point on its route, and upon the grounds of such other rail road company, with the necessary turn-outs, sidings and switches, and other conveniences, in furtherance of the object of its connections; and every company whose rail road is or shall be hereafter CHARTER. 83 intersected by any new rail road, shall unite with the owners of such new rail road in forming such intersections and con- nections, and grant the facilities aforesaid; and if the two corporations cannot agree upon the amount of compensation to be made therefor, or the points or manner of such crossings and connections, the same shall be ascertained and deter- mined by commissioners, to be appointed as is provided here- inafter in respect to the taking of lands; but this section is not to afiect the rights or franchises heretofore granted. Seventh. To purchase lands of> take them ; may change the TO change line of its road wh4J^er a majority of the directors shall so determine, as iPrc>vided hereafter; but no such change shall vary the generM route of such road. Eighth. TO taTre^, transport, carry and convey persons and TO transport property on their rail road, by the force and power of steam, of P r P erty - animals, or any mechanical power, or by any combination of . them, and receive tolls or compensation therefor. Nmth. To erect and maintain all necessary and convenient TO how land and buildings buildings, stations, depots and fixtures and machinery, for necessar y- the accommodation and use of their passengers, freight and business, and obtain and hold the lands necessary therefor. Tenth. To regulate the time and manner in which passen- To rep ui a te gers and property shall be transported, and the tolls and compensation to be paid therefor. SEC. 14. In case any company formed under this act is un- May A able to agree for the purchase of any real estate in any coun- ty, required for the construction of the track, turn-outs and water stations, it shall have the right to acquire the title to the same in the manner and by the special proceedings pre- scribed in this act. SEC. 15. Such company is hereby authorized to enter upon Process. any land for the purpose of examining and surveying its rail road line, and may appropriate so much thereof as may be deemed necessary for its rail road, including necessary side- tracks and water stations, materials for constructing, except timber, a right of way over adjacent lands, sufficient to enable 84 CHARTER. such company to construct and repair its road, and a right to conduct water by aqueducts, and the right of making proper drains. The corporation shall forthwith deposit with the clerk of the circuit court, or Bother court of record of the county where the land lies, a description of the rights and interests intended to be appropriated; and such lands, righte and interests shall belong to such company, to use for the purpose specified, by making or tendering payment as here- after provided. The corporationmay, by its directors, pur- chase any such lands, materials, right of way, or interest of the owner of such land ; or, in cas ^he same is owned by a person insane or an infant, at a pricel4>e agreed upon by the regularly constituted guardian qr parent of said in- sane person or infant, if the same shall be appraised by the court in which the description aforesaid a 0kall be filed, and, on such agreement and approval, the owner, guardian or pa- rent, as the case may be, shall convey the said premises so purchased in fee simple, or otherwise as the parties may agree, to such rail road company; and the deed, when made, shall be deemed valid in law. If the corporation shall not agree with the owner of the land, or with his guardian, if the own- er is incapable of contracting touching the damages sustained by such appropriation, such corporation shall deliver to such owner or guardian, if with the county, a copy of such instru" ment of appropriation. If the owner, or his guardian in case such owner is incapable of contracting, be unknown or do not reside within the county, such corporation shall publish in some newspaper of general circulation in the county, for the term of three weeks, an advertisement, reciting the sub- stance of such instrument of appropriation. Upon fixing such act of appropriation and delivery of such copy, or making such publication, the circuit court or other court of record in the county where the land lies, or any judge thereof in va- cation, upon the application of either party, shall appoint by warrant three disinterested freeholders of such county to ap- praise the damages which the owner of the land may sustain CHARTER. 85 by such appropriation, such appraisers shall be duly sworn ; they shall consider the injury which such owner may sustain by reason of such rail road, and dhall forthwith return their assessment of damages to the clerk of such court, setting forth the value of the property taken, or injury done to the proper- - ty which they assess to the owner or owners, separately, to be by him filed and recorded ; and, thereupon, such corpora- tion shall pay to said clerk the amount thus assessed, or ten- der the same to the party in whose favor the damages are. awarded or assessed ; and on making payment or tender thereof in the manner heroin required, it shall be lawful for such corporatiom^ hold the interests in such lands or mate- rials so approprk,ted, and the privilege of using any materials on said roadway within fifty feet on each side of the centre of such roadway, for the uses aforesaid. The cost of such award shall be paid by such company; and on notice by any party interested and showing said proceedings, the court may order payment thereof, and enforce such payment by execu- tion. The award of said arbitrators may be reviewed by the circuit court, or other court in which such proceedings may be had, on written exceptions filed by either party in the clerk's office, within ten days after the filing of such award, and the court shall take such order therein as right and jus- tice may require, by ordering a new appraisement, on good cause shown; Provided, That notwithstanding such appeal, such company may take possession of the property therein described as aforesaid, and the subsequent proceedings on the appeal shall only affect the amount of compensation to be allowed; if, prior to the assessment, the corporation shall tender to such owner, or his guardian if he be unable to con- tract, an amount equal to the award afterwards made, exclu- clusive of costs, the costs of arbitration shall be paid equally by such company and such owner or guardian. SEC. 16. If there are adverse or conflicting claimants to the May pay money Into money, or any part of it, to be paid as compensation for the court - real estate taken, the court may direct the money to be paid 86 CHARTER. into the said court by the company, or take security for the same until it can determine who is entitled to the same, and shall direct to whom the same shall be paid, and may, in its dis- cretion, order a reference to ascertain the facts on which such determination and order are to be made. po^ntVttoT SEC. 17. The court shall appoint some competent attorney se e nt f pM a t?es. to appear for and protect the rights of any party in interest who is unknown, or whose residence is unknown, and who has not appeared in the proceedings by an attorney or agent. The court shall also have power at any time to amend any defect or informality in any of the special proceedings author- ized by this act as may be necessary, or to ipise new parties to be added and to direct such further notices t<^be given to any party in interest as it deems proper, and also to appoint other commissioners in the place of any who shall die, or refuse or neglect, or are unable to serve, or who may leave or be absent from the State. on defect, SEC. ^' ^ anv tmie a ^ Qr a11 attem pt to acquire title by KaiseT ap ~ appraisal of damages, or otherwise, if it shall be found that the title thereby attempted to be acquired is defective, the company may proceed anew to acquire or perfect the same, in the same manner as if no appraisal had been made; and at any stage of such new proceedings the court may authorize the corporation, if in possession, to continue in possession, and if not in possession, to take possession of and use such real estate during the pendency and until the final conclusion of such new proceedings, and may stay all actions and pro- ceedings against the company, or any officer, agent or work- man of such company, on account thereof, on such company paying into court a sufficient sum, as the court may direct, to pay the compensation therefor, when finally ascertained; and in every such case the party interested in such real estate may conduct the proceedings to a conclusion, if the company delays or omits to prosecute the same. May borrow SEC. 19. Such company may, from time to time, borrow money. such sums of money as they may deem necessary for comple- CHARTER. g ting or operating their rail road, and issue and dispose of their bonds for any amounts so borrowed, for such sums and at such rate of interest as is allowed by the laws of the State where the contract is made, and mortgagetheir corporate property and franchises to secure the payment of any debt contracted by such company; and the directors of the com- pany may confer on any holder of any bond issued for money borrowed as aforesaid the right to convert the principal due or owing thereon into stock of said company, at any time not exceeding fifteen years from the date of said bond, under such regulations as the company may adopt; and such com- i pany may sell th|Lr bonds either within or without the State at such rates and prices as permitted by law, and such sales shall be as valicPas if such bonds should be sold at par value. SEC. 20. For the purpose of providing means for the pay- May issue ment of its debts, and for the construction of its road, materi- 8tock - als or equipments, such company may issue a preferred stock to an amount not exceeding one half of the amount of its capi- tal, with such priority over the remaining stock of such com- pany, in the payment of dividends, as the directors of such company may determine, and shall be approved by a major- ity of the stockholders. SEC. 21. If at any time after the location of the track of such road, in whole or in part, and the filing of the map thereof, it May chang line, filing shall appear to the directors of such company that the l me newma p- thereof may be improved, such directors may, from time to time, alter the line, and cause a new map to be filed in the ofiice where the map showing the first location is filed, and may thereupo'n take possession of the lands embraced in such new location that may be required for the construction and maintenance of such road or such new line, either by agree- ment with the owner, or by such proceedings as are authori- zed under the preceding sections of this act, and use the same in place of the line for which the new is substituted. But nothing in this act shall be so construed as to confer upon any rail road company already incorporated any powers to locate QQ CHARTER. ad or highway, or such new line, as may be deemed requisite by said direct- ors. Unless the lands so taken shall be purchased or voluntari- ly given for the purposes aforesaid, compensation therefor shall be ascertained in the manner in this act provided, as nearly as may be, and duly made by such corporation to the owners and persons interested in such lands; and the same, when so x taken and compensation made, to become part of such intersecting road or highway, in such manner and by such terms as the adjacent parts of such highway may beheld for highway purposes. Pnbic Lands SEC. 23. If any corporation shall, for its purposes aforesaid, tow acquired J * require any land belonging to the State, or to any county or town, the General Assembly, and the county and town officers respectively, having charge of such lands, may grant such lands to such corporation, upon such terms as shall be agreed upon; and if they shall not agree, the same may be taken by the corporation in the same manner as provided in other cases. ~No rail road shall be located upon or across the grounds of the State occupied by the institutions of the Insane, JBlind, or Deaf and Dumb, conductors SEC. 24. Every conductor, baggage master, engineer, brake- and others to 1 ... 1 . wear badges, man, or other servant of any such rail road corporation, em- CHARTER. gQ ployed in a passenger train, or at stations for passengers, shall wear upon his hat or cap a badge, which shall indicate his office and the initial letters of the style of the corporation by which he is employed. ~No collector or conductor, without such badge, shall demand or be entitled to receive from any passenger any fare, toll or ticket, or exercise any of the pow- ers of his office; and no other of said officers or servants, without such badge, shall have any authority to meddle or interfere with any passenger or property. SEC. 25. Every such corporation shall make an annual snaii make annual re- report to the Secretary of State, of the operations ol the year g^^tl 00 - ending on the first day of January, which report shall be verified by the oaths of the treasurer and acting superintend- ent of operations, and filed in his office by the tenth day of January in each year, and shall state: first. The capital stock, and the amount actually paid in. what to con- Second. The amount expended for the purchase of lands for the construction of the road, for buildings, and for engines and cars, respectively. T/iird. The amount and nature of its indebtedness, and the amounts due the corporation. Fourth. The amount received for the. transportation of pas- sengers, of property, of mails, and from other sources. Fifth. The amount of freight, specifying the quantity in tons, of the products of the forest, of animals, of vegetable food, other agricultural products, manufactures, merchandise, and other articles. Sixth. The amount paid for repairs, engines, cars, buildings and salaries. Seventh. The number and amount of dividends, and when paid. Eighth. The number of engine houses and shops, of engines and cars, and their character. Ninth. The number of miles run by passenger, freight and other trains respectively. 12 g0 CHARTER. SEC. 26. This State shall have a lien upon all rail roads of State lien. such corporations, and their appurtenances and stock therein, for all penalties, taxes and dues which may accrue to the State from such corporations, which lien of the State shall have precedence of all demands, judgments 'or decrees against such corporations ; and the citizens of this State shall have a lien upon all personal property of said corporations, to the amount of one hundred dollars for all debts originally con- tracted within this State, which after the said lien of the State, shall take precedence of all other debts, demands, judgments or decrees, liens or mortgages against such corporations. SEC. 27. Any such corporation shall, when applied to by awn convey the Postmaster General, convey the maim of the United States on their road; and in case such corporation shall not agree to the rates of transportation thereof, and as to time, rate of speed, manner and conditions of carrying the same, the Governor of this State may appoint three commissioners, who, or a majority of them, after fifteen days' notice in writ- ing of the time and place of meeting to the corporation, shall determine and fix the prices, time and conditions aforesaid; but such prices shall not be less, for conveying said mails in the regular passenger trains, than the amount which said corporation would receive as freight on a like weight of mer- chandise transported in their merchandise trains, and a fair compensation for the post office car. And in case the Post- master General shall require the mail to be carried at other hours, and at a higher speed than the passenger trains are run, at, the corporation shall furnish an extra train for the mail and be allowed an extra compensation therefor, passenger SEC. 28. If any passenger shall refuse to pay his fare or not paying. toll, the conductor of the train and the servants of the cor- poration may put him out of the cars at any usual stopping place. SEC. 29. Every such corporation shall start and run their m?eJoMb e ie Car8 for the transportation of persons and property at regular times, to be fixed by public notice, and shall furnish sufficient CHARTER. 91 accommodation for the transportation of all such passengers and property as shall, within a reasonable time previous there- to, offer or be offered for transportation at the place of starting, and the junctions of other rail roads, and at siding and stop- ping places established for receiving and discharging way passengers and freight, and shall take, transport and dis- charge such passengers and property at, from and to such places, on the due payment of tolls, freight or fare therefor. SEC. 30. In case of the refusal, by such corporation or their j^ 1 ^ for agents, so to take and transport any passenger or property, or to deliver the same at the regular or appointed place, such corporation shall pay to the party aggrieved all damages which shall be sustained thereby, with the costs of suit. SEC. 31. In forming a passenger train, baggage or freight Tralns how or merchandise or lumber cars shall not be placed in rear of OI passenger cars ; and if they, or any of them, shall be so placed, and any accident shall happen to life or limb, the officer or agent who so directed or knowingly suffered such arrangement, and the conductor or engineer of the train, shall each and all be held guilty of intentionally causing the injury, and be punished accordingly. SEC. 32. In case any passenger on any rail road shall be ^^ not injured on the platform of a car, or on any baggage, wood or injury. 01 freight car, in violation of the printed regulations of the com- pany, posted up at the time in a conspicuous place inside of its passenger cars, then in the train, such company shall not be liable for the injury: Provided, said company at the time furnished room inside its passenger cars sufficient for the proper accommodation of its passengers. SEC. 33. Every corporation shall, within a reasonable time Map and cer- J tlflcate to be after their road shall be located, cause to be made: First. A map and profile thereof, and of the land taken and obtained for the use thereof, and file the same in the office of the Secretary of State; and also like maps of the parts thereof located in different counties, and file the same 92 CHARTER. in the office of the clerk of the county in which said parts of said road shall be, there to remain as of record forever. Second. A certificate specifiying the line upon which it is proposed to construct the rail road, and the grades and curves. menc?ins SEC. 34:. If any such corporation shall not, within three years of its incorporation, begin the construction of its road, and expend thereon five per centum on the amount of its capital, and furnish the road and put it in full operation in ten years thereafter, its act of incorporation shall become void. May increaie SEC. 35. Kail road companies may increase the amount of their capital stock, by filing in the office of the Secretary of State a certificate, stating the amount of such desired in- crease, and the reasons or necessity for the same, signed by the president and a majority of the directors, and attested by the secretary and seal of such company. Roads may SEC. 36. All existing rail road companies may acquire all or tws act. of the powers or benefits conferred by this act, by filing an acceptance thereof in the office of the Secretary of State, properly attested as the corporate act of such company, and the acceptance of any part of this act shall be deemed and taken to be an acceptance of the whole act, and a surrender of the act under which such company may be organized ; thereupon, such company shall possess such powers, so ac- cepted, and be subject to the obligations and restrictions herein specified, as fully as they would have had and been if organized under this act. Act may be SEC. 37. This act may be amended or repealed at the dis- repealed at discretion. cre tion of the legislature. stockholders SEC, 38. The stockholders shall be individually liable for liable for la- l>or - all labor done in the construction of said road, that shall re- CHARTEE. 93 main unpaid after the assets of the corporation shall have been exhausted. WM. II. ENGLISH, Speaker of the House of Representatives. JAMES II. LANE, President of the Senate. Approved May 11, 1852. JOSEPH A. WEIGHT. STATE OF INDIANA, TO WIT: I, Charles H. Test, Secretary of State for the State aforesaid, certify that the foregoing is a true, full and complete copy of an enrolled act now [L. s.] on file in my office. In witness whereof I have hereunto set my hand and affixed the seal of State, at Indianapolis, this eighth day of June, in the year of our Lord one thousand eight hundred and fifty-two. CHAKLES H. TEST, Secretary of State. LAW OF CONSOLIDATION IN INDIANA. AN ACT To authorize rail road companies to consolidate their stock with tlie stock of rail road companies m this or in an adjoining State, and to connect their roads with the roads of said com- panies, and to authorize rail road companies to construct their roads on the routes which they may have heretofore surveyed and located, and to use and occupy the same when completed. [APPROVED, FEBKUAEY 23, 1853.] SECTION 1. Be it enacted ly the General Assembly of the May Cc onsoii- IState of Indiana, That any rail road company heretofore or- otherroad*.! , ganized under the general or special laws of this State shall 94 CHARTER. have the power to intersect, join and unite their rail road with any other rail road constructed or in progress of con- struction in this State or in any adjoining State, at such point on the State line or at any other point as may be mutually agreed upon by said companies; and such rail road compa- nies are authorized to merge and consolidate the stock of the respective companies, making one joint stock company of the two rail roads thus connected, upon such terms as may be by them mutually agreed upon, in accordance with the laws of the adjoining State with whose road or roads connec- tions are thus formed: Provided, their charters authorize said rail roads to go to the State line, or to such point of intersec- tion. SEC. 2. That any rail road company heretofore organized or rold in1o end which may hereafter be organized, under the general or special statL laws of this State for the purpose of constructing a rail road from any point within this State to the boundary line thereof, is hereby empowered to extend said rail road into or through any other State or States, under such regulations as may be prescribed by the laws of such State or States into or through which said roads may be so extended ; and the rights and privileges of said company over said extension, in the con- struction and use of said railroads for the benefit of such com- pany in controlling and applying the assets of such company, shall be the same as if their rail roads had been constructed wholly within this State. SEC. 3. That any rail road company heretofore organized, wi a th o'tSe? * or which may hereafter be organized under the general or special laws of this State, and which may have constructed or commenced the construction of their road so as to meet and connect with any other rail road in an adjoining State at the boundary line of this State, shall have the power to make such contracts and agreements with any such road con- structed in an adjoining State for the transportation of freight and passengers, or for the use of its said road, as to the board of directors may seem proper. CHARTER. 95 SEC. 4. No rail road company incorporated or organized 2S5MST , -, in- i ture > how - by special charter or under a general law, snail incur a for- feiture of any of its corporate privileges by reason of its having heretofore failed to elect directors within the time prescribed by its charter or said law, or on account of a mis- nomer of said company in any publication of notice, or for a failure to complete the work within a designated period ; but all said companies so incorporated as aforesaid shall have full power and lawful authority to construct and complete within five years herefrom their roads over the routes which they may have hitherto respectively surveyed and located, and whenever any rail road company shall have survey- ed and located a route for a road, and commenced the construction of the same; they shall have full right and au- thority to complete said road and to use and occupy the same: Provided, That nothing herein contained shall be con- strued to extend to any companies under special charters, except such as are now organized and have actually con- structed some portion of said rail road. SEC. 5. It is provided, however, and it is hereby expressly limitation onOhioriYet declared, that no rail road company incorporated in this State, the terminus of whose road is at or within two miles of any city or town on the Ohio river, shall consolidate its stock with that of any other company on the opposite side of said river, nor shall run or construct its road along or across the streets of said town or city, without the consent of the corporate authorities of said town or city being in each case thereunto obtained : Provided, That this proviso shall not apply to or affect in any manner whatever the rights or liabilities of any company constructing any road whose ter- minus is a city or town situate within two miles of the line between this State and the State of Ohio. SEC. 6. Nothing in this act shall be construed to repeal or affect in any manner whatever the provisions of an act en- titled " an act supplemental to an act entitled ' an act to pro- 96 CHARTER. vide for the incorporation of rail road companies,' " approved June 18th, 1852. SEC. 7. Whereas an emergency exists for the passage of this act, the same shall take effect and be in force from and after its passage. AN ACT To explain an act entitled "An Act authorizing rail road com- panies to consolidate their stock with the stock of rail road companies in this or an adjoining State, and to connect their roads with roads of said companies, and to authorize rail road companies to consti*uct their roads on the routes which they may have heretofore surveyed and located, and to use and occupy the same when completed" Approved February 23, 1853. [ APPROVED MARCH 4, 1853.] Rrst section SECTION 1. Be it enacted Jni the General Assembly of the of previous ' * V act explained ^ a ^ ^ Indiana, That the provisions of the first section of the act above recited were intended to apply to rail roads hereafter organized, as well as to those heretofore organized ; and it shall and may be lawful for rail road companies here- after organized under the laws of this or any adjoining State, as well as those heretofore organized to consolidate and make their stock joint stock with any other rail road company here- tofore or hereafter organized as aforesaid, on the terms and conditions, and subject to all the restrictions as stated in said act. SEC. 2. Whereas an emergency exists for the passage of this act, the same shall take effect and be in force from and after its passage. CHARTER. 9 AN ACT To construct a Plank Road from Oswego, in Kendall County, to tlie Indiana Line, by the way of Joliet, Will Co. SECTION 1. Be it enacted by the people of the State of Illi- nois, represented in the General Assembly : That all such per- sons as shall become stockholders agreeably to the provisions of this act, in the corporation hereby created, shall be and Corporat [ 0n continue to be a body corporate and politic, under the name cr< of the " Oswego and Indiana Plank Road Company," and by that name shall have succession forever, may sue and be sued, complain and defend in any court of law or equity in this State, may make and use a common seal, alter the same at pleasure, may make by-laws, rules and regulations for the ap- pointment of officers and their number, and for the transfer of its stock, for the management of its property, and for any purpose for the better regulating and controlling said com- pany, not inconsistent with the laws and constitutions of the United States or this State; may appoint subordinate officers, and require of them and their agents such security as may be deemed necessary, under the said restrictions, to carry out and sustain said corporation in the exercise of its powers. SEC. 2. Said corporation shall have power and the right to powers and 11.. . . . 11 route. construct, and during its continuance, to maintain a plank road of such width as may be deemed advisable by the di- rectors of said company, and upon the usual and best mode of constructing the same, with such appendages as may be deemed necessary for the convenient use of the same, from Oswego, in Kendall County, by the best and most direct route by way of Plainfield and Joliet, in Will County, to such point on the line of the State of Indiana as shall be determined by the directors of said company as most favorable to the in- terests of the same, with the right to construct branch roads from such proper and convenient points, as in the judg- ment of the said directors shall best promote the interests of said company. 13 gg CHARTER. capital stock g Ea 3. Th e capital of said company shall be one hundred thousand dollars, which shall be considered personal property, and divided into shares of one hundred dollars each. SEC. 4. That John "W. Chapman, George "W. Bradly, Gavion D. A. Parks, Uri Osgood, and Hamilton D. Risley, or a ma- jority of them, shall be commissioners for receiving such sub- scriptions to the capital stock of said company, who shall, by notices in a public newspaper or papers in "Will County, and also by affixing notices in three of the most [public] places on the line of said road, and also three notices in the town of Oswego, and three in the town of Lockport, setting forth when and where the books will be opened for receiving subscription to the capital stock of said 'corporation, at least thirty days before the opening of said books. The books shall be opened at least one day in Joliet, one day in Lockport, one day in Plainfield, and one day in Oswego, as shall be designated by said notices. HOW organ- SEC. ^' ^ e 8a ^ commissioners may solicit and receive subscriptions from time to time at their pleasure, after open- ing said books at their different places designated, until they shall have subscriptions of shares of said stock to the amount of twenty thousand dollars. "When this amount shall be sub- scribed, the said commissioners shall notify the said subscri- bers, by a written or printed notice left at the place of residence of each subscriber, setting forth that the amount of twenty thousand dollars of the stock of said company has been subscribed, and that he is notified to attend (at a day and place fixed in said notice at least thirty days from the time of giving said notice) to elect five directors by a majori- ty of subscribers, to be styled a board of directors to manage the affairs of the Oswego and Indiana Plank Road Com- pany, a majority of whom shall form a quorum to do busi- ness. SEC. 6. When any subscription to the capital stock of said Subscrlp- uoMhow ' company is made, it shall be the duty of the said commissioners receiving the same, to have printed blank notes in readiness CHARTER. 99 for subscribers to said stock to sign; which said notes shall read as follows, "I, A. B., (as the case may be) in considera- tion of the effort now making to construct a plank road from Oswego, Kendall county, to the Indiana State line, by way of Joliet, do hereby agree to pay the sum of to the treasurer of the Oswego and Indiana Plank Road Company; ten per cent, of which I agree to pay forty days after there has been twenty thousand dollars of the capital stock of said Oswego and Indiana Plank Road Company subscribed, and thereafter ten per cent, of the whole sum above mentioned, each three months, until the amount is fully paid. In default of any of the above payments, after I have become notified of such payment having become due, as above, the treasurer of said company is hereby authorized and empowered to con- fess a judgment for me and in my name, and in any court having jurisdiction, which may and shall be as effectual and as good in law against me and my property as if I confessed the same in my own proper person. Given under my hand and seal, this day of A.D., 184 [L.S.] SEC. 7. In all cases where there is a default in the payment Judgt on of stock notes as above, the affidavit of the treasurer of said no company that the pay was due according to the provisions of such stock note presented for judgment, shall be sufficient evidence to allow the confession of judgment on said note against the maker thereof. SEC. 8. Immediately after the election of directors and the Co ms.tode. organization of said board, the commissioners shall deliver to *c?to m . r r proved by above provided, shall be fixed and regulated by the by-laws of the respective companies desiring such consolidation: Provided, That such consolidation shall not take place until the terms of such consolidation shall have been approved by 14 106 CHAKTER. a majority of the stockholders in interest, in person or by proxy, at an annual or called meeting, of which due notice shall be given by publication or in writing to all stock- holders interested, or the same may be approved by the writ- ten consent of a majority of stockholders in interest filed in the office of their company. SEC. 8 When it shall be necessary for the construction of and" any rail road, to cross the track of any other rail road, stream , . . of water, water-course, road or highway, which it may inter- sect or cross by reason of such extension into or through any adjoining State, or by reason of its consolidation with any other road or roads, company or companies, as provided in this act, it shall be lawful for said company to construct their road across or over the same by such track or tracks, bridge or bridges, viaduct or viaducts, as may be necessary to the convenience of the extension or consolidation of said road ; Provided, said company shall restore the rail road, stream of water, water-course, road or highway thus intersected or crossed, to its former state, or in a sufficient manner not ma- terially to interfere with its usefulness. SEC. 9. This act shall take effect from and after its passage. JOHN REYNOLDS, Speaker of the House of Representatives. G. KCERNER, Speaker of the, Senate. Approved Feb. 28th, 1854. J. A. MATTESON. UNITED STATES OF AMERICA, ) STATE OF ILLINOIS. \ S8 ' I, Alexander Starne, Secretary of State in and for the State of Illinois, do certify that the foregoing is a true and correct copy of an enrolled law now on file in my office. In testimony whereof I have hereunto set my hand [L.S.] and affixed the seal of State, this 28th day of Feb- ruary, A. D. 1854. ALEXANDER STARNE, Secretary of State. CHARTER. 107 AN ACT To authorize Hie construction and use of the Rail Road of the Union Rail Road Company. SECTION 1. Be it enacted by the People of the State of^^** to Illinois, represented in the General Assembly, . That the ral1 road- Union Rail Road Company be and is hereby authorized to maintain and use or construct and build a rail road, at and from the point on the Indiana line, in Cook county, where the New Albany and Salem Rail Road terminates, thence in a westerly and north-westerly direction, until it intersects a rail road now built southerly from Chicago, with which it is now connecting at the point now known as the Junction; and the road above mentioned is hereby declared to be of sufficient public utility to justify the taking of private property for the construction of and maintaining the same, and the acts done by said company are hereby legalized, and the said Union Rail Road Company is authorized to make such contracts May contract . with other and agreements for the transpoi cation or passengers and roads, freight, and for the construction, maintenance or use of its said rail road with any road of which it may be an extension, as to the board of directors may seem proper. SEC. 2. The said company shall have power, and is hereby May extend authorized, to extend its said road to the city of Chicago, whenever it shall be deemed expedient so to do, and for that purpose enjoy and use all the powers conferred by the pre- ceding section. SEC. 3. The said company shall be, and is hereby author- ized and empowered, to acquire within or in the vicinity of the Ac city of Chicago, and to hold, use and occupy such lands as it may acquire by purchase, for the purpose of constructing such depots, machine shops and other proper fixtures and buildings as may be requisite or necessary for the accommo- dation and transaction of the business which may pass over the road of the said company, and for this purpose, and for the purpose of extending the said road to said city of Chica- go, the stock of said company may be increased to such an extent as may be necessary to cover the costs thereof. Approved June 22d, 1852.