be reasonably compensated for their services by said corporation, who shall ascertain what proportion of expenditures on said road, and of all expenses attending its construction, maintenance and use, and also what proportion of the receipts and profits of said railroad shall properly appertain and belong to the portions of said road in each state respectively; and the annual report, required to be made by the. directors to the legis lature of the state of Massachusetts, by the charter of the New London, Willimantic and Palmer Railroad Corporation, shall be approved by the said commissioners.

Resolved, That the foregoing resolutions shall not go into operation nor take effect until the same shall have been accepted by the stockholders of each of said corporations in meetings called for that purpose.

Resolved, That the first section of the charter of the New London, Willimantic and Springfield Railroad Company be amended, by inserting after the words "deemed most expedient," the following clause: "with the right to connect the track of said road with the track of the Norwich and Worcester Railroad Company, in said city of Norwich, whenever said Norwich and Worcester Railroad Company shall thereto consent, by passing over Central wharf, below or through the cove above Wharf bridge to the east side of the river, and thence over the wharves to said road."

Resolved, That the second proviso of the ninth section of the charter be repealed, and that the following be inserted in the place thereof: "The mayor, aldermen and common council of the city of Norwich shall have right to regulate the rate of speed at which the cars shall move between Waterman's point and the lower depot of the Norwich and Worcester road." And that said section be further amended by adding, at the close of the last proviso, the following words: "otherwise than is provided in the first section of the charter as now amended."

Resolved, That the eleventh section of said act be and hereby is so altered and amended as to insert, next after the words "any part thereof," the following clause: "Provided always, that the tolls and charges for freight, on and over the said railroad, between Norwich and New London, shall in no case be less than one-half of the average rates charged on the residue of said road; this regulation, however, is not to prevent said corporation from making such special contracts for the transportation of merchandise over said road, or any part thereof, as they shall deem expedient, subject to the same principle as is herein expressed, to wit, that on and over the road between Norwich and New London, a less charge than one-half the average rates for the same distance, shall in no case be made."

Resolved, That the nineteenth section of the charter be amended by striking out the following words: " between the Wharf bridge and Waterman's point, so called," and all after the word "Norwich," in said

section.

Resolved, That the four last amendments, above mentioned, shall not go into operation, and shall in no manner affect the charter until all the said four amendments shall be accepted and approved by the stockholders in a legal meeting held for the purpose.

64

NEW LONDON, WILLIMANTIC AND SPRINGFIELD RAILROAD COMPANY AUTHORIZED TO INCREASE THE NUMBER OF DIRECTORS.

PASSED 1848.

Resolved by this Assembly, That the New London, Willimantic and Springfield Railroad Company have power to increase their number of directors from nine to eleven.

CONFIRMING THE ACTS OF THE NEW LONDON, WILLIMANTIC AND SPRINGFIELD RAILROAD COMPANY, AND OF THE NEW LONDON, WILLIMANTIC AND PALMER RAILROAD CORPORATION, &c.

PASSED 1854.

Upon the petition of the "New London, Willimantic and Palmer Railroad Corporation," showing and praying as by their petition on file, dated the second day of May, A. D. 1854, signed by the president and directors thereof, will fully appear, this assembly having inquired by a committee into the truth of the allegation in said petition contained, on the report of said committee, doth find the same to be true, and it is therefore

Resolved by this Assembly, SEC. 1. That notwithstanding any informalities which may have intervened relative to the manner of organizing the New London, Willimantic and Springfield Railroad Company, or of forming the union of the New London, Willimantic and Springfield Railroad Company with the New London, Willimantic and Palmer Railroad Corporation, the same be and hereby is confirmed, ratified and made valid, as though all requirements of law had been strictly pursued, and that all acts and resolves of this state, passed for the benefit of the New London, Willimantic and Springfield Railroad Company, or for the benefit of said New London, Willimantic and Palmer Railroad Corporation, be possessed and fully enjoyed by said New London, Willimantic and Palmer Railroad Corporation, united as aforesaid, and that all acts done, and bonds and securities made and issued by said New London, Willimantic and Springfield Railroad Company, or by said united corporation and the directors thereof, in the name of the New London, Willimantic and Palmer Railroad Corporation, purporting to have been done or transacted under the resolves of the legislature of this state, passed for the benefit of said New London, Willimantic and Springfield Railroad Company, or of said New London, Willimantic and Palmer Railroad Corporation, shall be as valid and binding on said New London, Willimantic and Palmer Railroad Corporation, and other parties interested therein, as the same would have been had no defects, irregularities or informalities intervened, except all that part of the resolve of the legislature of this state, and the action of the company under the same, passed May session, A. D. 1848,

relative to a connection of the road of said company, with the track of the Norwich and Worcester Railroad Company, in the city of Norwich, and the tolls and charges for freight, incident thereto, on and over said railroad, between Norwich and New London, said connection having been formed under a subsequent resolve by the Norwich and Worcester Railroad Company.

Resolved, That the time for locating and completing the construction of the New London, Willimantic and Palmer railroad be and the same is hereby extended to the first day of July, A. D. 1855.

INCORPORATING THE NEW YORK AND BOSTON RAILROAD COMPANY.

PASSED 1846.

Resolved by this Assembly, SEC. 1. That Edward A. Russell, Samuel D. Hubbard, Charles R. Alsop, Noah A. Phelps, David Selden, E. K. Collins, Francis J. Oliver and Chauncey F. Cleveland, with such other persons as shall associate with them for that purpose, are constituted a body politic and corporate, by the name of The New York and Boston Railroad Company; and by that name to sue and be sued, plead and be impleaded in any court in this state, to make and have a common seal, and the same to break, alter or renew at pleasure; and the company is hereby vested with all powers, privileges and immunities which are or may be necessary to carry into effect the purposes and objects of this act as herein after set forth. And said company is hereby authorized and empowered to locate, construct and finally complete a railroad or way, with one or more tracks, from some suitable point in the city of New Haven to the city of Middletown, and thence easterly through the town of Windham to the east line of this state, towards the city of Boston, upon such route as shall be deemed most expedient, and to transport, take and carry property and persons upon said railroad or way, by the power and force of steam, of animals or of any mechanical or other power, or any combination of them. And for the purpose of constructing said railroad or way, the said company is hereby authorized to lay out their road, not exceeding six rods wide, through the whole length, and for the purpose of cuttings and embankments, and for the purposes of necessary turnouts, and for obtaining stone and gravel, may take as much more land as may be necessary for the proper construction and security of said road, with permission also to make any lawful contract with any other railroad corporation in relation to the business of said company, and also to make joint stocks with any other railroad corporation, and to become lessees of such railroads as shall constitute portions of the direct railroad route between New York and Boston, with the right to operate the same. Provided, that all damages that may be occasioned to any person or corporation by the taking of any such

land or materials aforesaid, for the purpose aforesaid, shall be paid for by said company in manner herein after provided. Provided further, that it shall be the duty of said company to build and maintain all needful fences on the line of said road.

SEC. 2. That the capital stock of said company shall be two millions of dollars, with the privilege of increasing the same to three millions of dollars, and to be divided into shares of one hundred dollars each; which shares shall be deemed personal property and be transferred in such manner and at such places as the by-laws of said company shall direct.. SEC. 3. That the persons named in the first section hereof, or a majority of them, shall open books to receive subscriptions to the capital stock of said company, at such times and places as they or a majority of them may appoint, and shall give such notice of the times and places of opening said books as they may deem reasonable, and shall receive said subscriptions under such regulations as they may adopt for that purpose; in case the subscriptions shall exceed thirty thousand shares, the same shall be reduced and apportioned in such manner as may be deemed most beneficial to the corporation.

and

SEC. 4. That the immediate government and direction of the affairs of the company shall be vested in a board of nine directors, who shall be chosen by the stockholders of said company in the manner herein after provided, and shall hold their offices until others are duly elected and qualified to take their places as directors. And the said directors (four of whom shall be a quorum for the transaction of business) shall elect one of their number to be president of the board, who shall also be president of said company; they shall also choose a clerk, who shall be sworn to a faithful discharge of his duty, and a treasurer, who shall give bonds with security to said company, in such sum as the said directors may require, for the faithful discharge of his trust.

SEC. 5. That the persons authorized by the third section of this act to open the books for subscriptions to the capital stock, are hereby authorized, after the books of subscription to the capital stock of said company are closed, to call the first meeting of the stockholders of said company in such way and at such time and place as they may appoint for the choice of directors of said company. And in all meetings of the stockholders of said company, each share shall entitle the holder thereof to one vote, which vote may be given by said stockholders in person or by lawful proxy; and the annual meeting of the stockholders of said company for the choice of directors, shall be holden at such time and place and upon such notice as the said company in their by-laws may prescribe.

SEC. 6. That in case it shall so happen that an election of directors shall not be made on any day appointed by the by-laws of said company, said company shall not for that cause be deemed to be dissolved, but such election may be holden on any day which shall be appointed by the directors of said company. And said directors shall have power to fill any vacancy in their own number which may accrue by death, resignation or otherwise.

SEC. 7. That the directors shall have full power to make and prescribe such by-laws, rules and regulations as they shall deem needful and proper, touching the disposition and management of the stock, property,

estate and effects of said company, not contrary to this charter or the laws of this state or of the United States; the transfer of shares, the duties and conduct of their officers and their servants; touching the election of and meeting of the directors, and all matters whatsoever which may appertain to the concerns of said company. Said company is also hereby empowered to purchase, receive and hold such real estate as may be necessary and convenient in accomplishing the object for which this incorporation is granted, and may by their agents, surveyors, engineers and servants, enter upon such route or places for the purpose of surveying the same, as may be designated by the directors, and when so surveyed, the same shall be approved by three commissioners to be appointed by the general assembly for that purpose, (who shall have no interest in said railroad,) and who shall prior to such approval give such notice as they shall deem reasonable to the persons whose lands may have been taken, to enable them to present objections which they may think proper to make to such location of said road. And it shall be lawful for said company to enter upon and use all such lands and real estate as may be necessary for them, upon the line or route approved by said commissioners, in the manner and for the purposes set forth in the first section hereof; and said company shall be holden to pay all damages that may arise to any person or persons; and if the person or persons to whom damage may so arise, and said company cannot agree as to the amount of such damages, it shall be the duty of said company to apply to the superior court of the county in which the real estate damaged may be situated, and to cause notice to be given to the adverse party of such application; and thereupon said superior court shall appoint three disinterested and judicious freeholders to assess the amount of such damages; and said freeholders, after being sworn, shall give notice to the parties of the time and place of their meeting on the business of their appointment; at which time and place they shall proceed to hear the parties and to inquire into the extent of the damages, and shall assess such damages to the person or persons whose real estate may be taken or injured, which assessment shall be in writing, under the hands of said freeholders, and the same shall be returned to the clerk of said superior court, who shall record it, and when so returned and recorded such assessment shall have the effect of a judgment, and execution may issue at the end of sixty days from the time when such assessment shall be so returned, in favor of the persons respectively to whom damages may be assessed for the amount so to them assessed. Provided, that said railroad shall not be worked upon or opened across the lands of any person until the damages assesssed to such persons shall have been paid or secured to be paid to his satisfaction, and that said damages shall be so paid or deposited with the treasurer of the county within sixty days after the same shall have been finally determined. Provided, that it shall not be necessary, in order to the location of said road by the directors, and the approval thereof by the commissioners, that the width thereof shall be definitely established by said directors or commissioners previous to said location, but before the damages shall be assessed to any landholder, by the said appraisers, the width of said railroad shall be definitely fixed and established by said directors over and across the land so taken, upon one or both sides of the line of the road so located. And said company may at any time before the completion of said road, alter