of the whole stock of said corporation, and the stockholders shall have the right to subscribe to such increase in proportion to the shares. respectively held by them at the time or times of said increase, upon the terms prescribed by the board of directors of said corporation, and said capital stock shall be deemed personal property, transferable only on the books of said corporation in such manner as its by-laws shall prescribe. All stock not subscribed for as hereinbefore provided may be disposed of by said board of directors in such manner and at such times and upon such terms as they may deem proper, but at not less than the par value of the said shares. Said corporation is hereby authorized and empowered to subscribe for, purchase, and hold stock or securities of any other corporation located or doing business in this state, or in any of the United States or elsewhere. SEC. 4. The stock, property, and affairs of said corporation shall be managed after the acceptance of this resolution by the present directors and officers of said joint stock corporation until others are chosen in their places, and thereafter by not less than five nor more than nine directors, one of whom shall, by said directors, be appointed president; and said directors shall hold their offices for one year and until others are chosen. Said directors shall be stockholders and shall be annually elected at such times and places as the by-laws of said corporation shall prescribe. A majority of the directors shall, at any legal meeting, constitute a board for the transaction of business, and the stockholders present at any legal meeting shall be capable of transacting the business of such meeting, each share entitling the owner thereof to one vote, which vote may be given by said stockholder in person or by some other stockholder as his lawful proxy. SEC. 5. The directors for the time being, or a major part of them, shall have the power to fill any vacancy which may happen in their board by death, resignation, or otherwise, for the then current year; and to appoint or employ from time to time one or more vice-presidents, a secretary, a treasurer, and such other officers, agents, mechanies, and laborers as they may deem necessary and proper, and may require such secretary, treasurer, and agents, and other officers, to give such security, by bond or otherwise, for the faithful discharge of their trusts and duties, as said directors may deem expedient. SEC. 6. The existing by-laws of said corporation shall continue in force until the same are altered or repealed by a vote of the stockholders; and said stockholders, at any legal meeting, shall have the power to alter or repeal said by-laws, and to make or establish such other by-laws, rules, and regulations, not inconsistent with the laws of this state, as they may deem expedient for the management of the affairs of the corporation, and may alter or repeal the same; and said directors may, as often as the interests of the stockholders require and the affairs of said corporation will admit, declare a dividend or dividends of profits on each share, which shall be paid by the treasurer of said corporation. SEC. 7. The books of said corporation containing its accounts. shall at all reasonable times be open for the inspection of any of the stockholders of said corporation, and as often as once in each year a statement of the accounts of said corporation shall be made by order of the directors. SEC. 8. The directors may call in the subscriptions to the additional capital stock, and, if desirable, require the same to be paid by instalments, and at such times and places as they shall deem proper, giving such notice thereof as the by-laws and regulations of said corporation or they shall prescribe. And in case any stockholder shall neglect or refuse payment of such instalment or instalments for the term of thirty days after notice that the same has become due and payable, the stock of such negligent stockholder or stockholders, or so much thereof as shall be necessary, shall be sold by the directors at public auction, on giving at least ten days notice thereof in some daily newspaper published in New Britain or Hartford, and the proceeds of said sale shall be applied in payment of said instalment and the expense attending said sale, and the balance, if any, returned to said negligent stockholder or stockholders; and such sale shall entitle the purchaser to all the rights of a stockholder to the extent of the shares so bought. SEC. 9. Said corporation shall, within six months next after the acceptance by its stockholders of this resolution, lodge with the secretary of the state a certificate of such acceptance, containing a statement of the amount of capital actually paid in and belonging to said corporation, which certificate shall be signed by the president and secretary and verified by their oaths; and a certificate, signed and verified in like manner, of any additional capital stock thereafter created, and the method of payment thereof, shall be lodged in like manner within sixty days after such additional stock shall have been created or paid in. The amount of capital stock thus certified shall not be withdrawn so as to reduce the same below the amount stated in said certificates, without the consent of the general assembly; and if any part of the capital stock paid in and certified as aforesaid shall be withdrawn without such consent, the directors ordering, causing, or allowing such withdrawal or reduction of capital stock shall be liable, jointly and severally, as traders in a company, in case of the insolvency of the corporation at any time thereafter, for all debts owing by said corporation at the time of or subsequent to the reduction or diminution of the capital aforesaid. SEC. 10. Nothing herein contained shall be construed to affect any right of action in favor of or against said joint stock corporation that shall exist when this resolution shall be accepted, or any suit or proceedings then pending in favor of or against said joint stock corporation, but the same may be brought, maintained, and proceeded with, by, or against the corporation hereby authorized as fully as the same might have been brought, maintained, or proceeded with, by, or against said joint stock corporation if this resolution had not been passed; and the corporation hereby authorized shall immediately, upon the accept ance of this resolution as herein provided, succeed to all the rights and be subject to all the liabilities of said joint stock corporation, in law and in fact. SEC. 11. This resolution shall not take effect until the same shall have been accepted by the stockholders of said joint stock corporation at a meeting specially called for that purpose, to be held prior to the next annual meeting of said corporation. Approved, May 11, 1903. [Senate Joint Resolution No. 211.] INCORPORATING THE GROTON AND STONINGTON STREET RAILWAY COMPANY. Resolved by this Assembly: SECTION 1. That Benjamin A. Armstrong, Charles R. Hanscom, Charles W. Strickland, Benjamin F. Williams, D. B. Spaulding, Charles A. Van Deusen, Edwin H. Hobby, Robert Braun, Clark A. Browning, L. R. Church, George W. Whaley, E. A. Charbonnel, G. R. Alexander, Frederick Tyler, Earl Mathewson, Clark Reynolds, F. C. Palmer, Andrew T. Heath, Irving P. Lovejoy, and Charles W. Comstock, with such other persons as may be associated with them, are hereby constituted a body politic and corporate by the name of The Groton and Stonington Street Railway Company, to be located in the town of Groton in the county of New London, and by that name may sue and be sued, plead and be impleaded in any court, may adopt and have a common seal and alter the same at pleasure, and may have, use, and exercise all the powers, privileges, and immunities herein granted and also all other powers, privileges, and immunities which may be necessary to carry into effect the purposes and objects of this resolution. SEC. 2. Said corporation is authorized to locate, construct, equip, maintain, and operate a street railway with not more than two tracks with suitable turnouts and switches upon, over, and along the following routes: Commencing at or near the north landing of the Groton and New London Ferry on Thames street; thence southerly on said street to the lower Poquonnock road near the Eastern Ship Building Company's yard and residence of the late William Mitchell; thence easterly by and over said Poquonnock road to the cross road by the site of the old Avery Homestead; thence by and over said cross road to the Mystic road; thence easterly by and over the Mystic road through the village of Poquonnock to the road leading from Poquonnock to the Poquonnock depot of the New York, New Haven and Hartford Railroad Company; thence southerly with said road a short distance and southeasterly and easterly over private lands to the lands of said New York, New Haven and Hartford Railroad Company, passing near said. depot and parallel with said New York, New Haven and Hartford Railroad Company's tracks to or near Lewis' Cut, so-called; thence southerly crossing the tracks of the said New York, New Haven and Hartford Railroad Company by an over grade bridge to be located at or near said Lewis' Cut easterly of Mumford's cove; thence continuing easterly still over private lands, crossing Palmer's cove and highways to and into the village of Noank to a point on Main street near the schoolhouse; thence northerly over private lands by some route to be acquired, crossing the tracks of the New York, New Haven and Hartford Railroad Company by an over grade bridge at a point just north of Main street, and continuing over private lands and highways to the Mystic and Noank road at a point near the Noank cemetery; thence by and along said Mystic and Noank road to High street in the village of Mystic; thence to Water street and through Water street and West Main street to the drawbridge between the towns of Groton and Stonington; thence across said bridge through East Main street to Broadway, through Broadway to Washington street, through Washington street to Denison street, and through Denison street to the Stonington road, crosing Quiambaug cove to Trumbull street near the borough of Stonington; thence through Trumbull, Main, and Cutler streets, or by some route over private lands to be acquired, to Elm street or the Westerly road; thence by and over the Westerly road, passing through Wequetequock to West Broad street in the village of Pawcatuck; thence by West Broad street to the Rhode Island line on the bridge between Pawcatuck and Westerly: Also a connection in Pawcatuck village from West Broad street, southerly through Mechanic street to Clarkville at a point near the thread mill; thence southerly on said Mechanic street to the Lottery, so-called: Also a connection in the village of Groton beginning at said ferry landing on Thames street and running northerly through Thames street to Church street, through Church street to Broad street, through Broad street to Monument street, through Monument street to Fort street, through Fort street to Smith street, through Smith street to Baker avenue, through Baker avenue to Mitchell street, through Mitchell street to the lower Poquonnock road, crossing the main line above described at this point; thence by and along the Benham or Old Eastern Point road to a point near Frederick Bill's residence; thence easterly by road leading by Christopher Avery's residence, about one-quarter mile; thence southerly over private lands to Meridian street and through Meridian street to Tyler avenue, to the Eastern Point road or Thames street extension; thence up Thames street to Avery street; thence down Avery street to some point near the Fort Griswold House: Beginning again at the corner of Avery and Thames streets and running thence northerly through Thames street to the corner of North street; thence easterly through North street to Meridian street to intersect the line before described near the Shinnecosset golf club house: Also, by an alternative route, beginning at or near said Lewis' Cut, north of the lands of the New York, New Haven and Hartford Railroad Company; thence easterly over private lands north of the lands of said railroad company, crossing or skirting the bays or inlets to a point in the highway known as Main street, near the railroad crossing, being the street leading from the village of Noank to Poquonnock; thence by highway or private lands easterly in the most convenient route to a point in the highway leading from Noank to Mystic near the Noank cemetery above described; thence continuing to the village of Mystic as above described: Also the right to deviate from the route above described, as follows: Beginning at some point in the highway leading from Stonington to Westerly; thence in a southeasterly direction across private lands and across the layout of the New York, New Haven and Hartford Railroad Company's railroad to a point in the above-described connection in Clarkville; thence northerly over the route above described to Pawcatuck bridge through Mechanic and West Broad streets to the Rhode Island line on the bridge. The said company may locate its said railway in any new highways that may be laid out near the highways above described, or upon private ways or private lands near thereto where public convenience or economy of construction or maintenance may make it desirable; provided, that said company shall not by so doing substantially change the course or direction of its railway. No railway authorized by this resolution shall cross the tracks of the New York, New Haven and Hartford Railroad Company except above the grade thereof by a bridge at least eighteen feet in the clear above said railroad and spanning the entire location thereof, and constructed in all respects in accordance with the regulations and to the approval of the railroad commissioners of this state. SEC. 3. Said corporation is authorized and empowered to take, transport, and carry persons upon its railroad, and to use any motive power therefor except steam, and may erect, maintain, and use any power stations, buildings, works, machinery, poles, wires, conductors, apparatus, and appliances necessary or convenient for its said business, and said corporation may establish and collect a toll upon all persons transported by it upon its railroad at such reasonable rates as may be determined upon from time to time by its directors. SEC. 4. Said corporation may take any land or other real property or right of interest therein that may be necessary for the construction and operation of its railway, and, if it cannot agree with the owners as to the amount of damages to be paid therefor, it may apply to any judge of the superior court for the appointment of appraisers to estimate all damages that may arise to any person from the taking and occupation of any such property for such purposes, and, after reasonable notice of said application shall have been given to all parties in interest, such judge shall appoint three disinterested appraisers, who shall be sworn and give reasonable notice to said parties in regard to the time and place of making such estimate, and, after viewing the premises and hearing the applicants and such of said parties as shall appear at such time and place and ask to be heard, shall estimate such damages, and shall return an appraisal of such damages in writing to |