Rail Road, and that the said company shall pay to said defendant such sum, together with all costs, as may be found by the jury to be reasonable and proper compensation, and the said lands or materials shall become vested in said company forever, and in all cases of final judgment, the party aggrieved shall have his writ of error, as in other cases, and it is hereby provided, that the work shall in no wise be delayed by any proceedings had in the premises after the Judge of the county court shall return to the clerk of the circuit court the a.sessment of the jury by him convened; but the President and Directors, tendering the sum so assessed to the owner, or on deposting the amount for the use of the owner, with the clerk of the said circuit court, may proceed with the work as upon final judgment in favor of said claim, and in case of tender as aforesaid and acceptance thereof, such acceptance shall be a release of exrors in the proceedings, and the said circuit court shall on suggestion, enquire thereof and give judgment accordingly.

Sec. 9. And be it further enacted, That said President and Directors, after having the trail upon which said Rail Road is to run surveyed and selected, may proceed to let the same to contract, in such sections as they deem proper, and upon such conditions as they may prescribe: Provided, that they shall give sixty days notice of the time and place of letting the same to contract, and provided also that they shall commence the said Rail Road within five years and complete it within fifteen years, or forfeit their charter hereby given.

Sec. 10. And be it further enacted, That said President and Directors, shall have power to call meetings of the stockholders at Call meeting. any time a majority of the stockholders in value either either in person or by proxy, shall be able to form a quorum they shall have power to remove the President or any Direttor in the manner and form herein before specified, and elect others in their stead, and whenever a vacancy shall occur in said board, they shall fill it, until the next annual meeting of the stockholders.

Sec. 11. And be it further enacted, That in the construction. of said Rail Road, the President and Directors shall not in any manner obstruct any of the public roads, which now are or hereafter may be established, but shall provide suitable and convenient ways by which they may cross said Rail Road.

Sec. 12. And be it further enacted, That it shall be the duty of the President and Directors to report to the annual meeting of the stockholders, and exhibit a clear and distinct statement of all the afReport to be fairs of said company, they shall report the receipts and disburseholders. ments, and after the work shall have been completed, they shall declare and pay over dividends annually to the stockholders, or semiannually, should the stockholders require it.

made to st'k

Sec. 13. And be it further enacted, That the said Rail Road, with all the works, improvement, and machinery of transportation used on said Rail Road, with all the rights, privileges and immunities properly belonging, and appertaining to them as a corporate body, are hereby vested in said company for twenty years.

Sec. 14. And be it further enacted. That after completing said work, or any part thereof, the said President and Directors may levy and collect toll of freight from all persons, property or merchandize, or other commodities transferred thereon: Provided, that said toll ⚫ or freight shall never amount to more than twenty-five per centum per annum upon the amount expended, in said work: Provided, fur- Banking prother that the company incorporated by this act, shall not have banking powers. Approved, Feb. 2, 1839.

[No. 99.]

AN ACT

hibited.

Incorporation

To incorporate the Sipsey River Navigation Company. Section. 1. Be it enacted by the Senate and House of Representatives of the State of Alabama in General Assembly convened, That the persons who may become stockholders in the Sipsey River Navigation Company according to the provisions of this act shall be, and they are hereby created a corporation and body politic by the name and style of the president and directors of the Sipsey River Navigation Company, and by that name and style shall be, and they are hereby made able and capable in law to have, purchase, receive, posses, enjoy and realize to themselves and their successors and as. Rowers, &e. signs, lands, rents tenements, hereditaments, goods, chattles and effects of whatsoever kind, nature or quality in any amount not exceeding one hundred and fifty thousand dollars, including the capital stock of said company; and the same to sell, grant demise, alien, lease or dispose of, sue and be sued, plead and be impleaded, answer and be answered, defend and be defended in all courts having competent jurisdiction, and also to make have and use a common seal, and Have a seal. the same to break, alter, and renew at pleasure, and also to ordain establish and put in execution such by-laws, ordinances, and resolu- Adopt by laws tions as they may deem necessary and convenienient for the good government of said corporation, not being contrary to the constitution or laws of this State or of the United States; and generally to do and execute all and singular the acts, matters and things which to them may appear necessary to be done, subject nevertheless to the rules, limitations and provisions hereafter prescribed and declared.

Com'rs ap

Sec. 2. And be it further enacted, That Jesse Vanhoose, Everard Careton, James Hogan, John McConnell, John O. Cummins, pointed. Daniel Peyton and Nelson A. Crawford be and they are hereby appointed Commissioners (any two of whom shall be competent to act in all business necessary to be done by virtue of this act of incorporation) and under the direction of whom subscriptions may be received to the capital stock of said company and they shall from time to time cause books to be opened at Tuscaloosa, Fayetteville and at Open books and at such other places as they may think proper for the purpose of receiving subscriptions to the Capital stock of said company until not less than five hundred shares be subscribed and shall give not less than twenty days notice of the time and place of cpen- Shall give 20 ing said books; and the subscribers of stock thus subscribed for, shall days notice of time & place. after the organization of said company pay five dollars on each and every share, of which payment at least twenty days previous notice shall be given.

ferred.

Sec. 3. And be it further enacted, That the stock of said corpoEach share ration shall be divided into shares of one hundred dollars each, trans$100, which may be transferable by endorsement and entry thereof in the books of said company under such rules and regulations as the president and directors of said company shall establish by their by-laws and the holder. thereof shall be entitled to all the benefits and subject to all the liabilities of an original stockholder.

Sec. 4. And be it further enacted, That so soon as five hundred shares of said capital stock shall have been subscribed the said commissioners empowered to act as aforesaid, shall cause a general meeting of the subscribers at such time and place as they may appoint, and shall give at least thirty days notice thereof, and at such meeting the said commissioners shall lay the subscription books before the Directors to subscribers then and there present, and thereupon said subscri who shall e- bers or a majority of them in value present, or by proxy shall elect lect a Pres't. five directors to manage the affairs of said company who shall be

be elected,

owners of stock in said company; and the directors thus chosen shall

at their first meeting elect from among themselves a president of said company; and in said election and on all other occasions whenever a Entitled to vote of stockholders of said company shall be necessary to be taken, one vote for each stockholder shall be allowed one vote to be given personally, or each share, to be given perby proxy for every share owned by him or her, and the said president sonally or by and directors elected under this section, shall hold their offices until the first Monday in march thereafter; and until their successors shall be duly elected and qualified.

proxy.

Directors

ally

e

annu.

Sec. 5. And be it further enacted, That the president and directors of said company shall thereafter be elected annually on the President and first Monday in March at Tuscaloosa or such other place as a majorlected ity of stockholders in value of said company may prescribe in each and every year; and if any vacancy shall occur by death, resignation or refusal to act of any president or director before the expiration of the time for which they were elected, such vacancy shall be filled for the balance of such time by the president and directors in how filled. office or a majority of them, and all elections which are by this act or by the by-laws of said company to be made on a certain day or at a particular time may be made within thirty days thereafter.

Vacancies

Sec. 6. And be it further enacted, That any president or director of said company before he acts as such shall swear or affirm, as the case may be, that he will well and truly discharge the duties of said office to the best of his skill and ability.

Sec. 7. And be it further enacted, That the president and directors of said company after they shall have been organised, may, as often as they shall deem it for the welfare of the corporation, on Subscription giving thirty days notice thereof, proceed to open books for further may be rec'd. subscriptionss of stock at such place as they may think fit, and they may at their discretion continue the said subscriptions of the capital stock until the amount taken be equal to one hundred thousand dollars, when no further subscription for stock shall be received unless the same shall be authorised by a majority of stockholders in value at some called meeting and the amount of such increase to the capital stock shall be by them particularly designated.

to the amount of $100,000

Sec. 8. And be it further enacted, That the president and di- Powers and rectors of said company shall have power to borrow money, contract privileges. debts, and be contracted with upon the credit of the stock of said company, and to issue certificates or other evidences of such loans or debts, and to provide for the payment of the interest on the same, and to pledge the personal and real estate of said company for the payment of its debts and and loans, and they shall have power to re•quire the payment of stock by subscribers in such instalments as they may deem for the interest of said company, Provided, that said directors shall not have power to require more than five per cent. on said stock every ninety days, and Provided further, that nothing in this section or other parts of this act, shall be so construed as to confer on said company the powers and privileges of a banking company. And if any subscriber of stock in said company shall fail to pay his instalment as required by the said president and directors, they the said president and directors shall have power to declare such shares forfeited to the company and after giving thirty days notice to offer them for sale at auction for ready money or so much as will be sufficient to pay the amount due and called for, and a sale thus made shall vest the purchaser with all the rights of the original holder, but shall not release such stockholder from the payment of any balance that may be due on his subscription at the time of sale. Should the stock sold produce more than the whole amount due and called for, together with the cost incurred preparatory to the said sale, the surplus shall be paid over to the original holder and the stock of said. company shall be deemed and considered in law as personal property.

Stock may be forfeited.

Sec. 9. And be it further enacted, That on the first Monday Exhibit of in March in each and evey year it shall be the duty of the said pres- affairs to be ident and directors to exhibit a clear and distinct statement of the made. affairs of the company for the information of the stockholders and each and every one of them personally or by proxy is hereby fully authorised and empowered to inspect and thoroughly examine the

same.

ers.

Sec. 10. And be it further enacted, That the said president and Call meeting directors shall have the power to call meetings of the stockholders at of stockhold any time, stating in the call the businesss to be done; and no other shall be transacted at such called meetings, and the majority of the stockholders in value of stock, may also themselves or by their proxies at any time, call meetings of the said stockholders, on giving th.rty days notice, and at such called meetings a majority of stockholders in value, shall have power to remove any president or director and elect others in their stead.

Sec. 11. And be it further enacted, That the president and directors of said company shall have power and authority to open and improve the navigation of the Sipsey river from its mouth to Fayetteville, in Fayette county, or further if they may deem it for the interest of said company, by removing the obstructions therein, and Remove ob. opening a canal or canals, or any such other way as the company may deem expedient: Provided, that no such improvement shall be made on the land of others without the consent of the owner or owners previously obtained for that purpose.

structions

Where an a

Sec. 12. And be it further enacted, That if said company cannot obtain the consent of the owner or owners of the land through which they may wish to pass, it shall be lawful for said company to apply for and obtain a writ of ad quod damnum as in other cases digreement rected, to the sheriff of the county in which the same may be, whose cannot be had duty it shall be to summon a jury of twelve free-holders in said couner,com'y may ty and cause an inquest to be taken of such land as may be necessary condemn land for the said corporation, to use in the navigation of said stream and

with the own.

all damages which the owner or owners thereof may sustain, which inquest shall be returned to the county court in which the same may be at the next succeeding term thereof,, and the clerk of the said court shall at the request of the president of the said company, issue a summons directed to the sheriff of said county, commanding him to summon the proprietors of said land condemned as aforesaid, to shew cause why judgment should not be rendered in the said county court, vesting the title in said company.

Sec. 13. And be it further enacted, That said county court shall have power to confirm the inquest of said jury, or quash the same for good cause shewn, and if confirmed to vest the fee simple to said land in the president directors and company, and their successors upon their payment of the value of said lands assessed by the jury

aforesaid.

Sec. 14. And be it further enacted, That if either party shall Either party consider themselves agrieved by the judgment of said court, they may appeal. shall have the right to appeal to the next term of the circuit court of said county, which shall be granted by said county court upon the party praying the appeal, entering into bond and security, approved by said court to prosecute said appeal with effect.

Camp'y may works.

Sec. 15. And be it further enacted, That said company shall be authorised and allowed to erect any water works they may think erect water- proper on said stream, Provided, the same shall in nowise impede or obstruct the navigation thereof, and Provided further, that all such water-works shall be erected on lands belonging to said com

pany.

Sec. 16. And be it furthe enacted, That the exclusive right and priviledge to navigate said stream from its mouth to Fayetteville, in Comp'y have Fayette county, or further if it may be deemed practicable by said right of navi. company, shall be vested in said corporation for the term of fifty gation. years from the completion of the same suitable for barges.

the exclusive

pleted in ten your's.

Sec. 17. And be it further enacted, That the navigation of said To be com- stream shall be completed within ten years from the passage of this act: Provided, that nothing herein contained shall prevent said corporation from the exclusive right to the navigation so far as they may have opened the same fully: Provided, further, that said improvements shall commence at the mouth of said stream, and be completed sufficiently, as they progress, to afford good navigation: And provided further, that this act shall not be so construed as to prevent boats descending said stream, starting from a point higher up said river than the point to which the company may have rendered said stream navigable, by paying a reasonable toll.

Provise.