case a greater amount of stock shall be subscribed than the whole capital stock of such company, the commissioners shall distribute such capital stock as equally as possible among the subscribers, but no share thereof shall be divided in making such distribution, nor shall a greater number of shares be allotted to any subscriber than such subscriber shall have subscribed for.

SECT. 5. Every person subscribing for stock in any railroad in this State, shall be required to pay to the commissioners, at the time of subscribing, five per centum on the amount of stock for which he shall subscribe, and shall, if required by the commissioners, give security to their satisfaction for the payment of fifteen dollars more on each share, in such instalments as may be ordered by such company; and each subscriber shall be a member of such company. All subscriptions for stock shall be payable absolutely, and no secret agreement, nor any understanding or condition not inserted in the terms of the subscription, shall affect the right of the corporation to enforce payment thereof as hereinafter provided.

MEETINGS, VOTES, ELECTIONS.

SECT. 6. As soon as practicable after said stock, or such portion thereof as may be prescribed in the ac of incorporation, shall have been subscribed, the commissioners to receive subscriptions shall give at least ten days' notice for the meeting of the stockholders, at such time and place as said commissioners shall appoint, for the choice of directors, by publishing the same in such newspapers as they shall direct; and such elections shall then be made by ballot by the stockholders, who shall attend for that purpose, either in person or by proxy. Said commissioners shall be inspectors of the first election of directors, shall openly count the votes and declare the result, and shall certify the names of those duly elected, and shall also deliver to said directors all moneys received by such commissioners on subscriptions to such capital stock, and all books and papers in their possession relating to such subscriptions. The time and place for the first meeting of said directors shall be fixed by said com

missioners.

A new election of directors shall be made annually, at such time and place, and upon such notice, as shall be designated in the by-laws of the corporation; but if the by-laws contain no provision upon the subject, then at such time and place and upon such notice, as the directors shall designate.

SECT. 7. In case it shall happen at any time that an election of directors shall not be made on the day designated in the bylaws of any railroad 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 for by the said by-laws.

SECT. 8. At all meetings of the corporation, each member shall be entitled to one vote for each share held by him; provided, that he shall not be entitled to any vote for any shares beyond one-tenth part of the whole number of shares of the stock of such corporation; and all meetings shall be called and notified in such manner as shall be provided in the by-laws of such corporation.

SHARES, AND ASSESSMENTS THEREON.

SECT. 9. The shares in the capital stock of any railroad corporation shall be deemed personal estate, and may be transferred by any conveyance in writing, in the manner provided by the by-laws of such corporation, and shall be liable to attachment and sale under legal process, in the manner provided for in chapter eighty-six relative to private corporations, for the attachment and sale, under legal process, of the shares of their capital stock.

SECT. 10. The president and directors of every railroad corporation may, from time to time, make such equal assessments on all the shares in said corporation as they may deem expedient and necessary for the purposes of the corporation, and may direct the same to be paid to the treasurer, who shall give notice thereof to the stockholders, either personally or by letter through the mail, or by publication in such newspaper as the director3 shall designate: and if any stockholder shall neglect to pay his

assessments, for the space of thirty days, after notice from the treasurer, the directors may order the treasurer, after giving notice of the sale, to sell such shares at public auction to the highest bidder, and the same shall accordingly be transferred to the purchaser; and if the shares of any delinquent stockholder shall not sell for a sum sufficient to pay his assessment, with interest and charges of sale, he shall be held liable to the corporation for any deficiency; and if such shares shall sell for more than the assessment, so due, with interest and charges of sale, he shall be entitled to the surplus remaining after such sale; provided, that no assessment shall be laid upon any shares in such corporation, to a greater amount than the sum at which the shares shall be fixed by the charter of such corporation, or by any vote or agreement of the stockholders. The purchasers and owners of the shares so purchased shall be liable for all subsequent assessments thereon, and payment thereof may be enforced in the manner above provided.

SECT. 11. No railroad corporation, which is authorized by its charter to increase its capital stock, shall hereafter issue shares for a less amount or sum to be actually paid in on each, than the value of the shares in the original stock of said corporation, unless all the stockholders in such corporation shall, in writing, agree that such shares may be issued for a less sum.

par

SECT. 12. Every railroad corporation, however, within this State, for the purpose of building or furnishing their respective roads, or the payment of their just debts, may issue stock, guaranteeing thereon a certain dividend not exceeding eight per cent. per annum, for such term of time as they may deem expedient; and such contract or guaranty shall be binding on the corporation: Provided, however, no such stock shall be issued by the directors of any railroad corporation until the stockholders of such company, at a legal meeting to be called for that purpose, shall have voted to issue the same.

RIGHT TO TAKE LAND, ETC., AND PROCEEDINGS THEREON.

SECT. 13. Every railroad corporation may lay out its road, not exceeding five rods wide; and for the purpose of cuttings, embankments, and procuring stone and gravel, may take as much more land, within the limits of its charter, in the manner provided in this chapter, as may be necessary for the proper construction and security of the road.

SECT. 14.

Railroad companies, already incorporated or which may be incorporated hereafter under the authority of this State, may enter upon and take lands as far as may be necessary for depot accommodations, subject to all the provisions of the laws of this State, and the conditions and provisions of their several acts of incorporation.

SECT. 15. Every railroad corporation may purchase, or otherwise take, any lands or materials necessary for the purpose of making or securing their railroad; and may also take, by purchase or otherwise, such water, and in such quantity, as may be required for the uses of the road, together with the right of laying down all necessary aqueducts for the conveyance of water, and of entering upon the land, and constructing, and keeping in repair all such aqueducts; and if they shall not be able to obtain such land, or materials, or such water, and the right of conveying the same, by an agreement with the owner thereof, they shall pay therefor such damages as shall be estimated and determined by the commissioners appointed in pursuance of the provisions of this chapter for the assessment of land damages: Provided, however, that no railroad corporation shall have the power to take, otherwise than by purchase, any water or spring of water which the owner thereof shall require for the reasonable and convenient use of his own premises; and where such owner and the corporation cannot agree as to what water is necessary for the reasonable and convenient use of such owner's premises, the corporation shall first apply to commissioners to determine the same before taking such water, and give such owner twelve

days' notice in writing of the time and place when such application will be heard.

SECT. 16. No land without the limits of their road shall be taken by any railroad corporation for the requisite and convenient accommodation of their road, without the permission of the owner thereof, unless the commissioners, on the application of the corporation, and after twelve days' notice to the owner, shall first prescribe the limits within which such land shall be taken.

SECT. 17. Whenever any railroad corporation shall not have acquired, by gift or purchase, any land, real estate, or property, taken or required for the construction and maintenance of their road, and the convenient accommodation of the same, and in case the parties do not see fit to agree about the price of such lands and other property, any two of the judges of the supreme court, upon application for that purpose by such company, shall appoint three disinterested commissioners to determine the damages which the owner or owners of such lands or property may have sustained or shall be likely to sustain by the occupation of the same for the purposes aforesaid; and upon the payment of the damages determined upon by such commissioners, with the costs and charges thereupon accruing, by said company, or upon the deposit of the same by such company in such bank, or with such clerk of the supreme court as said commissioners shall direct, to the credit of the person or persons to whom such damages have been awarded, such bank or clerk giving notice personally, or by letter through the post-office, to such persons that such deposit has been made, such company shall be deemed to be seized and possessed of all such land or other property as shall have been appraised by such commissioners. One of said commissioners shall be an inhabitant of the town in which the land or other property to be appraised is situated, and all of said commissioners shall be inhabitants of the county in which such property is situated, and said commissioners shall give twelve days' notice to the occupants or owners of the lands to be appraised, of the time and place when and where they will