as they may direct, due notice of which shall be given; but no subscription of stock, except the original subscription, shall be binding on the company, or parties, so subscribing, until the same shall have been accepted and approved by a resolution of the board. In case a greater amount of acceptable stock shall be subscribed than the whole capital required by such company, the board of directors shall distribute such capital stock so subscribed 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 one subscriber than by him subscribed for.

Sec. 5. There shall be, after the first election of directors, as prescribed in the first section of this act, annual meetings of the stockholders, held at the principal place of business of said company, for the election of directors, to serve for the ensuing year, notice of which, appointing a time, shall be given for the first annual election, and every subsequent election thereafter, as prescribed by the bylaws of the company, or by a resolution of the board of directors, which notice shall be published not less than twenty days previous thereto, in a newspaper published in each county through or into which such road shall pass or be intended to run (if there be stockholders residing therein), in which a newspaper shall be published; and if no paper is published therein, then by six written or printed notices, put up in the most public places in said county. Directors shall be elected from time to time, as a majority of the whole stock shall determine, or as the by-laws shall designate, as may be determined in the formation of articles of association, in pursuance of the provisions of the first and second sections of this act, shall be chosen at such meetings of stockholders; by ballot and by a majority of the votes of the stockholders, being present in person or by written proxy; and every such stockholder being so present in person or by proxy 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 said elections; 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 unless he shall be a stockholder, owning stock absolutely in his own right, and qualified to vote for directors at the election at which he may be chosen. The directors shall hold their office for one year, and until others are elected in their places. At least a majority of the directors shall, at the time of their election, be residents of the state. [Amendment approved April 1, 1870, 577.)

Sec. 6.* Meetings of stockholders may be called at any time during the interval between the annual meetings by the directors, or by any number of stockholders owning not less than one-third of the stock, by giving thirty days' public notice of the time and place of the meetings, in the manner provided in the next preceding seetion 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 no other business shall be transacted at such meeting, when so called by the stockholders as aforesaid, except such as shall be so stated in such notice; and if, at any such meeting thus called, a majority in value of the stockholders are not represented in person or by written proxy, such meeting shall be adjourned from day to day, not exceeding three days, without transacting any business; and if within said three days stockholders having at least a majority in interest of the stock do not attend and par

*Applicable to street railroads.

ticipate in such meeting, then the meeting shall be dissolved. In case the capital stock shall be ascertained to be greater or less than is necessary for completing, operating, and maintaining the road, then the capital stock may be reduced or increased by a vote of the holders of a majority of the capital stock to the amount thus required. [Amendment, approved April 27, 1863, 610; took effect from passage.]

Sec. 7.* At all general meetings of the stockholders, two-thirds in value of the stockholders of the company being present in person, or by proxy, may remove any president, or any director of such company, and elect others in their stead; provided, notice of such intended removal shall have been given, as required in the two last preceding sections.

Sec. 8.* In case it shall happen at any time that an election of 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 a manner as shall be provided by the by-laws of the company. There shall also be a vice-president of the company, should the directors deem it necessary, to be chosen from the board, and also such subordinate officers as the company, by its by-laws, may designate, who need not necessarily be stockholders. The said officers shall be chosen at such times and for such terms, and the directors may fix the compensation of each, and they shall give such security for the faithful performance of the duties of their respective offices as the directors shall require, or as may be established by the by-laws of the company; and any such officer may be removed from office by the board of directors, and the vacancy filled by said board for the remainder of the term of office; and the directors of such company shall also have power to fill all vacancies in their own body, and of all officers of the company, occasioned by death, resignation, or any other cause whatever.

Sec. 9.* The directors of any railroad company heretofore incorporated, or which may be incorporated hereafter, from and after its incorporation or organization in pursuance of the provisions of this act, or of any law now in force in this state, shall, for and on behalf of such company, manage the affairs thereof, make and execute contracts, of whatsoever nature or kind, fully and completely to carry Gut the objects and purposes of such corporation, in such way and manner as they may think proper, and exercise generally the corporate powers of such company; and such directors shall also have full power to make such by-laws as they may think proper, and alter the same, from time to time, for the transfer of the stock, and the management of the property and business of the company, of every description whatsoever, within the objects and purposes of such company, and for prescribing the duties of officers, artificers, and employees of said company, and for the appointment of all officers, and all else that by them may be deemed needful and proper, within the scope and power of said company; provided, that such by-laws shall not be inconsistent or in conflict with the laws of this state, or with the articles of association; provided, that such by-laws shall be approved by a majority of the stockholders, and shall not be inconsistent or in conflict with the laws of this state, or with the articles of association. [Amendment, approved April 27, 1863, 610; took effect from passage.]

*Applicable to street railroads.

Sec. 10. The directors shall also cause to be kept a book to be called, "Records of Corporation Debts," in which the secretary shall record all contracts of the directors, and a succinct statement of the debts of the company, the amount thereof, and with whom made; which book shall at all times be open to the inspection of any stockholder or party in interest. When any contract or debt shall be paid or discharged, the secretary shall make a memorandum thereof in the margin or in some convenient place in the record, where the same is recorded. [Amendment approved March 20, 1866, 310; took effect from passage.]

Sec. 11.* The secretary of the corporation, who may be elected by the directors named in the articles of association, and every succeeding secretary elected during the continuance of said corporation, shall keep, in a book provided for that purpose, a correct record of the proceedings at each meeting of the company, as well as of the board of directors, such record showing the name of each director present at the opening of each meeting of the board, and at what stage of the proceedings any director, previously absent, may appear, and also at what stage of the proceedings any director may obtain leave of absence. The records shall also show the name of each director voting against any proposition whenever any director may require the same to be placed upon the record. Prior to the adjourn ment of each meeting of the company, or of the board of directors, the record of the proceedings of such meeting shall be read and approved; and he shall also keep such other books as may be deemed necessary, or prescribed by the directors, in which all the business transactions of the company shall be plainly and accurately kept; he shall keep a book to be labeled, "Book of Stockholders," which shall contain the names of all persons, alphabetically arranged, who are, or shall have been, stockholders of said company, and showing their places of residence, if known, the number of shares of stock held by them respectively, the time when they, respectively, became the owners of such shares, the amount of cash actually paid to the company by them, respectively, for their stock, as also the time when they may have ceased to be stockholders, which book, during the office hours of said secretary, shall be open for the inspection of stockholders and creditors of the company, and their personal representatives at the office of said secretary. There shall also be kept by the secretary a transfer book, in which all the transfers of stock shall be duly entered, and no transfer of stock of such company shall be valid, for any purpose whatever, except as between the parties thereto, until it shall have been entered therein, by an entry showing to, and by whom, transferred, the numbers and designation of the shares, and the date of transfer, and duly attested by said secretary; and said book shall be presumptive evidence of the facts therein

stated.

Sec. 12.* The stock of such company shall be deemed personal estate, and shall be transferable in the manner provided by the preceding section, and upon the books of the company, upon proper assignment and delivery to the assignee of the receipts for the installments paid on such stock, or the certificates of stock when fully paid; but no shares shall be transferable until all previous calls or installments thereon shall have been fully paid in, nor shall any transfer of the stock of such company be valid, except as between the parties by whom and to whom the same is transferred, unless at least twenty per cent has been paid thereon, and certificates issued therefor, until the same is approved by the board of directors. Any

*Applicable to street railroads.

stockholder transferring his shares of stock in manner aforesaid, and in compliance with the by-laws of the company, and the same being approved by the board of directors, as aforesaid, shall, from and after the date of such approval, cease to be a stockholder in such company, and shall not be liable to any future calls from the directors, nor for any debts that may be contracted by said company thereafter. But this shall not release him from his proportion of debts and liabilities contracted by the company prior to his ceasing to be a stockholder; but each stockholder of such company shall only be individually liable to the creditors of such company for his proportion, that is to say, the proportion that the amount of stock by him held bears to the whole amount of the capital stock of the company, of all the debts and liabilities of the company contracted or incurred during the time that he was a stockholder, for the recovery of which joint or several actions may be prosecuted by such creditor; but no person holding stock as executor, administrator, guardian, or trustee, or holding it as collateral security, or in pledge, shall be personally liable or subject to any debt or liability as a stockholder or the company, but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder, accordingly, and the estate and funds in the hands of the executor, administrator, guardian, or trustee, shall be liable in like manner and to the same extent as the testator or intestate, or the ward or person interested in the trust fund would have been if he had been living and competent to act and hold the stock in his own name; provided, that in no case shall judgment be rendered against an individual stockholder, or his private property be levied upon, for the payment of corporate debts while corporate property can be found with which to satisfy the same, and in no case only to the amount of such stockholder's proportion of liability, as before provided; but it will be sufficient proof that no corporate property can be found if an execution has issued on a judgment against the corporation, and a demand made thereon of some one of the last acting officers of the corporation, for property on which to levy, and he neglects or refuses to point out any such property, and the stockholders likewise so neglect or refuse, and the said execution is returned by the officer who holds the same for service to the court from whom it was issued, indorsed in substance, that no property belonging to said corporation can be found to levy upon sufficient to satisfy said execution, or any part thereof"; but if any stockholder of such corporation, in any stage of the cause, shall satisfy the court, by affidavit or otherwise, of such property subject to levy, all proceedings against any individual stockholder shall be stayed until the property of the corporation can be levied upon and sold; the court may subsequently render judg ment and order execution against any or all of the individual stockholders for their proportion, that is to say, in proportion to the amount of stock held by each for any balance of the debts and liabilities of such corporation which may be found due after exhausting the corporate property of such corporation, as before provided; when the private property of a stockholder is taken for a corporate debt, or he may otherwise pay or discharge the same, without levy and sale of his property, he may maintain an action against the corporation for indemnity, and against any of the stockholders for contribution. [Amendment, approved April 27, 1863, 610; took effect from passage.]

Sec. 13. It shall be lawful for the directors of such company to call in and demand from the stockholders the sums by them subscribed, in equal installments, of not more than ten per cent per month, unless otherwise stipulated in the articles of subscription, at

such times as they may deem proper. Notice of each assessment shall be given to the stockholders personally, or shall be published once a week, for at least four weeks, in a newspaper published at the place designated as the principal place of business of the corpora tion, or if none is published there, in some newspaper nearest to such place, which notice shall be substantially in the following form: "Notice is hereby given that an assessment of dollars per share on the stock of company is due and payable at the office of the company, in (and at such other places as the directors may designate, naming them), within thirty days from date. All shareholders are requested to make payment on or before that time, or such assessments will be promptly collected in the manner prescribed by law.

If, after such notice shall have been given, any stockholder shall make default in the payment of the assessment upon the shares held by him, the same may be collected by suit in any court of competent jurisdiction, in the name of the company, or so many of such shares may be sold as will be necessary for the payment of the assessment on all the shares held by him. The sale of said shares shall be made as prescribed in the by-laws of the company; provided, that no sale shall be made except at public auction, to the highest bidder; and at such sale the person who will agree to pay the assessment so due, together with the expenses of advertisement and the other expenses of sale, for the smallest number of whole shares, shall be deemed to be the highest bidder. All stockholders shall be liable to such sale, and to recovery by suit at law as aforesaid, for installments due or required to be paid by such directors as prescribed by this act. Any railroad corporation organized under the act to which this is amendatory, shall have the right to lease the whole or any portion of their road to any other corporation organized under this act, or to grant to any such corporation the right to use in common any portion of their road. [Amendment, approved April 27, 1863, 610; took effect from passage.]

Sec. 14. Certificates of stock shall be issued, signed by the presi dent and secretary, in such manner as may be prescribed by the bylaws of the company, for all stock fully paid up, from time to time, in compliance with the requirements of such directors or that may be fully paid in advance of such requirements by the voluntary act of any stockholder of such company.

Sec. 15. Such companies shall have power to borrow, from time to time, on the credit of the corporation, and under such regulations and restrictions as the directors thereof, by unanimous concurrence, may impose, such sums of money as they may deem necessary for constructing and completing their railroad, and to issue and dispose of bonds or promissory notes therefor, in denominations of not less than five hundred dollars, and at a rate of interest not exceeding ten per cent per annum; and also, to issue bonds or promissory notes, of the denomination aforesaid, and at the rate of interest aforesaid, in payment of any debts or contracts for constructing and completing their road, with its equipments, and all else relative thereto; provided, however, that the amount of bonds, or promissory notes, issued by such companies, for the purposes aforesaid, shall not exceed, in all, the amount of their capital stock; and to secure the payment of said bonds or notes, may mortgage their corporate property and franchises. And the directors of such companies shall also provide, in such manner as to them may seem best, a sinking fund, to be specially applied to the redemption of such bonds, on or before their maturity, and may also confer on any holder of any bond or note so