by said corporate name, may contract and be contracted with; sue and be sued; and may have and use a common seal, which they shall have power to alter or renew at their pleasure; and shall have, enjoy, and may exercise, all the powers, rights and privileges which corporate bodies may lawfully do, for the purposes mentioned in this act.

Sec. 4. That upon all subscriptions, there shall be paid at the time of subscribing, to the said commissioners, or their agents, appointed to receive such subscriptions, the sum of five dollars on every share subscribed; and the residue thereof shall be paid in such instalments, and at such times, as may be required by the president and directors of said company: Provided, No payment other than the first, shall be demanded, until at least thirty days' public notice of such demand shall have been given by said president and directors, in some newspaper of general circulation in the State of Ohio; and if any stockholder shall fail or neglect to pay any instalment or part of said subscription thus demanded, for the space of sixty days next after the time the same shall be due and payable, the said president and directors, upon giving at least thirty days' previous notice thereof, in manner aforesaid, may, and they are hereby authorized to sell at public vendue, so many of the shares of the said delinquent stockholder or stockholders, as shall be necessary to pay such instalment and the expenses of advertising and sale, and transfer the shares so sold to the purchasers; and the residue of the money arising from such sale, after paying such in stalment and expense, shall be paid to said stockholder on demand.

Sec. 5. That at the expiration of ten days for which the books are first opened, if four hundred shares of said capital stock shall have been subscribed, or if not, as soon thereafter as the same shall be subscribed, if within three years after the first opening of the books, the said commissioners or a majority of them, shall call a general meeting of the stockholders, at such time and place as they may appoint, and shall give at least sixty days' previous notice thereof; and at such meeting the said commissioners shall lay the subscription books before the stockholders then and there present; and thereupon the said stockholders, or a majority of them, shall elect thirteen directors by ballot, a majority of whom shall be competent to manage the affairs of said company; they shall have the power of electing a president of said company, from among the directors, and of allowing him such compensation as they may deem proper; and in said election, and on all other occasions wherein a vote of the stockholders of said company is to be taken, each stockholder shall be allowed one vote for every share owned by him or her; and every stockholder may depute any stockholder to vote and act for him or her, as his, her or their proxy; and the commissioners aforesaid, or any three of them, shall be judges of the first election of said directors.

Sec. 6. That to continue the succession of the president and directors of said company, thirteen directors shall be chosen annually, on the third Monday of October, in every year, in the borough of Conneaut, or at such other place on the line of said road as a majority of the directors shall appoint; and if any vacancy shall occur, by death, resignation, or otherwise, of any president or director, before the year for which he was elected shall expire, a person to fill such vacant place for the residue of the

year, may be appointed by the president and directors of said company, or a majority of them; and that the president and directors of said company shall hold and exercise their offices until a new election of president and directors; and that all elections which are by this act, or the by-laws of the company, to be made, on a particular day, or at a particular time, if not made on such day or time, may be made at any time within thirty days thereafter.

Sec. 7. That a general meeting of the stockholders shall be held annually, at the time and place appointed for the election of directors of said company; that meetings may be called at any time during the interval between the said annual meetings, by the said president and directors, or a majority of them, or by the stockholders owning at least one-fourth of the stock subscribed, upon giving at least thirty days' public notice of the time and place of holding the same, as provided in the first section of this act; and when any such meetings are called by the stockholders, such notice shall specify the particular object of the call; and if, at any such called meeting, a majority, in value, of the stockholders of said company are not present, in person or by proxy, such meeting shall be adjourned from day to day, without transacting any business, for any time not exceeding three days; and if, within said three days, stockholders holding a majority, in value, of the stock subscribed, do not thus attend, such meeting shall be dissolved.

Sec. 8. That at the regular annual meetings of the stockholders of said company, it shall be the duty of the president and directors in office for the previous year, to exhibit a full, clear and distinct statement of the affairs of the company; that at any called meeting of the stockholders, a majority of those present, in person, or by proxy, may require similar statements from the president and directors, whose duty it shall be to furnish them when thus required; and that at all general meetings of the stockholders, a majority, in value, of all the stockholders of said company, may remove from office any president, or any of the directors of said company, and may appoint others in their stead.

Sec. 9. That any president and directors of said company, before he acts as such, shall take an oath or affirmation, 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. 10. That the said president and directors, or a majority of them, may appoint all such officers, engineers, agents, or servants, whatsoever, as they may deem necessary for the transaction of the business of the company, and may remove any of them at their pleasure; that they, or a majority of them, shall have power to determine, by contract, the compensation of all engineers, oflicers, agents or servants, in the employ of said company, and to determine by their by-laws, the manner of adjusting and settling all accounts against the said company; and also the manner and evidence of transfers of stock in said company; and they, or a majority of them, shall have power to pass all by-laws, which they may deem necessary or proper for exercising all the powers vested in the company hereby incorporated, and for carrying the objects of this act into effect: Provided, That such by-laws shall be approved by a majority of the stock

holders at their annual or any regularly called meeting, and shall not be contrary to the laws of this State or of the United States.

Sec. 11. That the said corporation shall be, and they are hereby, vested with the right to construct a double or single rail road or way, from Conneaut Harbor, in the county of Ashtabula, through Kinsman, in the county of Trumbull, to the line dividing the States of Ohio and Pennsylvania, in the townships of Vernon, Hartford, Brookfield, or Hubbard, in Trumbull county; to transport, take and carry, property and persons upon the same; by the power and force of steam, of animals, or of any mechanical or other power, or of any combination of them, which the said corporation may choose to employ.

Sec. 12. That the president and directors of said company shall be, and are hereby invested with all the rights and powers necessary for the location, construction and repair of said road, not exceeding one hundred feet wide, with as many sets of tracks as the said president and directors may deem necessary; and that they may cause to be made, contract with others for making said rail road, or any part of it; and they, or their agents, or those with whom they may contract for making any part of the same, may enter upon and use and excavate any land which may be wanted for the site of said road, or for any other purpose necessary and useful in the construction, or in the repairs of said road, or its works; and that they may build bridges, fix scales and weights, lay rails, take and use any earth, timber, gravel, stone, or other materials, which may be wanted for the construction or repair of any part of said road, or of its works; and may make and construct all works whatsoever, which may be necessary in the construction or repairs of said road.

Sec. 13. That the president and directors of said company, or a majority of them, or any persons authorized by them, or a majority of them, may agree with the owner or owners of any lands, earth, timber, gravel, stone, or other materials, or any improvements which may be wanted for the construction or repair of said road, or any of their works, for the purchase, use or occupation of the same: and if they cannot agree, and if the owner or owners, or any of them, be a married woman under age, insane person, or out of the county in which the property wanted may lie, when such lands and materials are wanted, application may be made to any justice of the peace of such county, who shall thereupon issue his warrant, under his hand and seal, directed to the sheriff of said county, or to some disinterested person, if the sheriff shall be interested, requiring him to summon a jury of twelve men, inhabitants of said county, not related, or in anywise interested, to meet on the land, or near to the other property or materials to be valued, on a day named in said warrant, not less than ten, nor more than twenty days after the issuing of the same; and if at the said time and place any of said persons summoned do not attend, the said sheriff or summoner, shall immediately summon as many persons as may be necessary, with the persons in attendance, to furnish a pannel of twelve jurors in attendance; and from them each party, or its, his, her or their agent, if either be not present, in person or by agent, the sheriff or summoner, for him, her, it or them, may strike off three jurors, and the remaining six shall act as a jury of inquest of damages: and before they act as such, the said sheriff or summoner, shall administer to each of them an

oath or affirmation, as the case may be, that they will faithfully and impartially value the damages which the owner or owners will sustain by the use or occupation of the same required by said company, and the jury estimating the damages, if for the ground occupied by said road, shall take into the estimate the benefits resulting to said owner or owners, by reason of said road passing through or upon the land of such owner or owners, towards the extinguishment of such claim for damages; and the said jury shall reduce their inquisition to writing, and shall sign and seal the same, and it shall then be returned to the clerk of the court of common pleas for said county, and by such clerk filed in his office, and shall be confirmed by the said court at its next session, if no sufficient cause to the contrary be shown; and when confirmed, shall be recorded by said clerk, at the expense of said company; but if set aside, the court may direct another inquisition to be taken in the manner above described; and such inquisition shall describe the property taken, or the bounds of the land condemned; and such valuation, when paid or tendered to the owner or owners of said property, or his, her, or their legal representatives, shall entitle said company to the full right of such personal property, and to the use and occupation of such landed property thus valued, as fully as if it had been conveyed by the owner or owners of the same; and the valuation, if not received when tendered, may at any time thereafter be received from the company without cost, by the owner or owners, his, her, or their legal representative or representatives; and that such sheriff or summoner and juries, shall be entitled to demand and receive from the said company, the same fees as are allowed for like services in cases of fixing the valuation of real estate, previous to sale under execution.

Sec. 14. That whenever in the construction of such road, it shall be necessary to cross or intersect any established road or way, it shall be the duty of the said president and directors of said company, so to construct the said rail-road across such established road or way, as not to impede the passage or transportation of persons or property along the same; or when it shall be necessary to pass through the land of any individual, it shall also be their duty to provide for such individual proper wagon ways across said road, from one part of his land to another.

Sec. 15. That if said company should neglect to provide proper waggon ways across said road, as required by the fourteenth section of this act, it shall be lawful for any individual to sue said company, and to be entitled to such damages as a jury may think him or her entitled to, for such neglect on the part of said company.

Sec. 16. That if it shall be necessary for such company, in the selection of the route or construction of the road by them to be laid out and constructed, or any part of it, to connect the same with or to use any turnpike road or bridge, made or erected by any company or persons incorporated, or authorized by any law of this State; it shall be lawful for the said president and directors, and they are hereby authorized to con tract and agree with any such other corporation or persons, for the right to use such road or bridge, and for the transfer of any of the corporate or other rights or privileges of such corporation or persons, to the said company hereby incorporated; and every such other incorporation, or persons incorporated by, or acting under the laws of this State, is, and are hereby

authorized to make such an agreement, contract or transfer, by and through the agency of the person authorized by their respective acts of incorporation, to exercise their corporate powers, or by such persons as by any law of this State, are intrusted with the management and direction of said turnpike, road or bridge, or of any of the rights and priviliges aforesaid; and any contract, agreement, or transfer, made in pursuance of the power and authority hereby granted, when executed by the several parties under their respective corporate seals, or otherwise legally authenticated, shall vest in the company hereby incorporated, all such road, part of road, rights and privileges, and the right to use and enjoy the same as fully to all intents and purposes, as they now are or might be used and exercised by the said corporation, or persons in whom they are now vested.

Sec. 17. That the said president and directors, shall have power to purchase, with the funds of the company, and place on any rail-road constructed by them under this act, all machines, wagons, vehicles or carriages of any description whatsoever, which they may deem necessary or proper, for the purposes of transportation on said road; and that they may demand and receive for tolls upon, and the transportation of persons, goods, produce, merchandize or property of any kind whatsoever, transported by them, along said rail-road any sum not exceeding the following rates on all goods, merchandize or other property of any description whatsoever transported by them, a sum not exceeding one and one half cents per mile for tolls, and five cents on a ton per mile for transportation on all goods, produce, merchandize or property of any description whatsoever, transportated by them or their agents, and for the transportation of passengers, not exceeding three cents per mile for each passenger: and it shall be lawful for any other company, or any person or persons whatsoever, to transport in proper cars or carriages, any person or persons, merchandize, produce or property of any description whatsoever, along said road, or any part thereof, subject to such rules and regulations as the said president and directors may prescribe under the provisions of this act; and the said road, with all their works, improvements and profits, and all machinery used on said road for transportation, are hereby vested in said company, incorporated by this act, and their successors forever; and the shares of the capital stock for said company, shall be deemed and considered personal property, transferable by assignment, agreeably to the by-laws of said company.

Sec. 18. That the said president and directors shall, semi-annually, declare and make such dividend as they may deem proper, of all the nett. profits arising from the resources of said company, deducting the necessary current and probable contingent expenses; and shall divide the same amongst the stockholders of said company, in proportion to their respec

tive shares.

Sec. 19. That if any person or persons shall wilfully, by any means whatsoever, injure, impair or destroy any part of said rail-road, constructed by said company under this act, or any of the works, buildings or machinery of said company, such person or persons, so offending, shall each of them, for every such offence, forfeit and pay to the said company, a sum not exceeding three fold the damages, which may be recovered in the name of the company, by an action of debt in the court of common