the district recently annexed to said city; thence along the highway passing through the towns of Preston, Ledyard, and North Stonington to the village of Milltown in the town of North Stonington; and thence along the highway in said town of North Stonington to and through the village of Pawcatuck in the town of Stonington to the boundary line between the states of Connecticut and Rhode Island at the bridge connecting the said village of Pawcatuck with the town of Westerly in the state of Rhode Island, with the right to pass over private property on either side and away from the above described route but in the general direction thereof, and any highway that may be necessary by reason of passing over private property. Also from a point in said highway leading from the said village of Milltown to the said village of Pawcatuck opposite or nearly opposite to the village of White Rock in the said town of Westerly to the center of the Pawcatuck river. Also in said town of Preston from the junction of said Norwich and Westerly highway with the highway leading from said highway to Hallville; southerly through the last-mentioned highway to Hallville; and still southerly to the highway leading from the village of Poquetanock to Westerly; thence northeasterly along the last-mentioned highway to its intersection with the highway from Norwich to Westerly and across private lands on either side of said highway and any highway that it may become necessary to cross by reason thereof. Also from the junction of the Norwich and Westerly highway with. the highway near the residence of Amasa M. Main in said town of North Stonington to Mystic in the town of Stonington; southerly through the last-mentioned highway through the village of Old Mystic to Mystic; through the towns of Ledyard, Stonington, and North Stonington to the Mystic station of the New York, New Haven, and Hartford Railroad Company, by way of Greenmanville avenue, Willow street, and Broadway, and also through Willow street to the shops of the Allen Spool and Printing Company, so-called, and across private lands on either side of said route and any highway that it may become necessary to cross by reason thereof. Also from the southerly terminus of The Norwich Street Railway Company's track on Laurel Hill, so-called, in said Norwich, through the highway leading from Norwich to and through the said village of Poquetanock in the said towns of Norwich and Preston near to the Poquetanock brook, where it runs through the land of Isaac Gallup; thence from said highway easterly across the land of Isaac Gallup and the land of John L. Main and land of others to a point near the Jonah Witter mill, so-called, in the town of Preston; and thence through, over, and along any highways and private lands in the most direct, accessible, and feasible route through the said towns of Preston and Ledyard to the said Norwich and Westerly highway at a point near the residence of the late George Ayer, deceased, with the right to cross any public highway that it may be necessary to cross by reason of passing over private lands or highways; and said company is hereby further authorized and empowered

to construct, maintain, and operate a railway as aforesaid upon private land near to any of the routes mentioned herein to connect any such routes, or to deviate from any such routes and again to re-enter the same; and at any time hereafter to erect and maintain poles, with wires strung thereon, and other fixtures and structures necessary or convenient for the conduction of electricity within the limits of any highways of said towns or on private lands for the purposes of this charter.

SEC. 6. This corporation shall have the right within the towns mentioned in this charter to take, in the manner provided by the laws of this state for the taking of land for railroad purposes by railroad companies, such real estate of any nature as its directors shall consider necessary for the construction and maintenance of any part of a railroad, railway, tramway, and lines of poles and wires for the conduction of electricity which its directors shall locate upon private property, in accordance with this charter.

SEC. 7. Said company may make any contract or agreement with reference to the time and manner of running its cars in connection with any cars running on other railways within the state of Connecticut or running from Westerly to Watch Hill in the state of Rhode Island. Said company may also lease or sell its railway, franchises, and property to any corporation which is either organized under the laws of this state or is a company whose only railway runs from Westerly to Watch Hill in the, state of Rhode Island, and may buy or lease the railways, franchises, and property of any such corporation, or consolidate with any such corporation; provided, that upon the consummation of any such purchase, sale, consolidation, or lease a certificate subscribed and sworn to by the president and secretary of this company shall be filed with the secretary of the state, setting out in full the terms of the agreement of purchase, sale, consolidation, or lease. This corporation may issue its mortgage bonds to pay the price of any purchase made under the provisions of this section to an amount not exceeding fifty per centum of said price. This company shall also have the power to purchase, hold, and sell the stock, bonds, and choses in action of the corporations with which it is authorized by this section to consolidate. The capital stock of this corporation may in addition to seven hundred thousand dollars be increased from time to time by amounts equal to the authorized capital stock of any corporation all of whose property shall be acquired by this corporation by purchase under the provisions hereof.

SEC. 8. Said company is authorized and empowered to connect its tracks for business purposes with the tracks of any other railway situated near any of its termini, and to make traffic agreements with other railway companies, and to run its cars over the tracks of other companies with the consent of such companies. The superior court, or a judge thereof, upon a proper application, may fix the terms upon which cars of this company may be run over the tracks of other com

panies if the terms upon which such privilege may be enjoyed cannot be agreed upon.

Approved, May 11, 1903.

[Substitute for House Joint Resolution No. 287.]

[222.]

INCORPORATING THE WATERBURY TITLE COMPANY.

Resolved by this Assembly: SECTION 1. That The Waterbury Land Title Guarantee Corporation, a joint stock corporation, located and having its principal office at Waterbury, in New Haven county, shall hereafter, under the name of The Waterbury Title Company, have the right to exercise its corporate franchise and have and enjoy all the rights, powers, and privileges herein granted; and whenever it shall have accepted this resolution by a vote of its stockholders at a meeting duly called for that purpose, may conduct and carry on its business under the provisions hereof inclusively in all respects as if said corporation had been originally organized under this charter; and the capital stock of said corporation, the stockholders therein, and the number of shares by them respectively held, shall be the same as in said joint stock corporation, and the said corporation is hereby vested with and confirmed in the title to all estate, property rights, effects, and interests now belonging to it.

SEC. 2. The Waterbury Title Company shall be and remain a body politic and corporate by that name, located at said Waterbury, and shall have and enjoy its corporate franchise and all rights and privileges herein granted for the purposes of buying, selling, owning, improving, and dealing in real and personal estate, investigating the title to real estate and giving certificates regarding the validity thereof; acting as the agent or attorney for any person or corporation in the transaction of any lawful business; making loans upon any kind of real or personal estate; guaranteeing the payment of the principal and interest of any loan upon any real or personal estate; guaranteeing the sufficiency of land titles; and generally may have and exercise such powers as may be necessary or convenient in carrying out the foregoing purposes.

SEC. 3. The said corporation, in addition to its present capital stock of ten thousand dollars divided into shares of one hundred dollars each, shall have the power and is hereby authorized to increase the same from time to time, to an amount not exceeding in the whole one hundred thousand dollars divided into shares of like amount, and to issue and dispose of the same in such manner as the stockholders shall direct, but no such stock shall be issued until the same shall be paid for in cash or its equivalent; the capital stock of said corporation shall be deemed personal property and shall be transferable only on the books of said corporation in such manner as its by-laws shall

prescribe; and said corporation shall at all times have a lien upon the stock and property of its members invested therein for all debts due from them to said corporation.

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 time and place as the by-laws of said corporation shall prescribe; a majority of the directors shall in all cases, when convened in accordance with their by-laws, constitute a board for the transaction of business; and the majority of the directors present at any legal meeting shall be capable of transacting the business of said meeting, each share entitling the holder thereof to one vote, which vote shall be given by said stockholder in person or by lawful proxy.

SEC. 5. The president and 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; to appoint or employ from time to time a vicepresident, secretary, treasurer, and such other officers, agents, and other employes as they may deem necessary and proper, and may require such secretary, treasurer, agents, officers, and employes to give such security by bond or otherwise for the faithful discharge of their trust and duties as said directors may deem expedient.

SEC. 6. The existing by-laws of said corporation shall continue in force, except so far as they are contrary to the provisions hereof, until the same are altered or repealed by vote of the stockholders; and said stockholders at any legal meeting shall have power to alter or repeal said by-laws or to make or establish such other by-laws, rules, or regulations not inconsistent with the laws of the state or of the United States, 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. If it shall so happen that an election of directors shall not take place on any day designated by the by-laws of said corporation for that purpose, said corporation shall not for that cause be deemed to be dissolved, but such election may be held at a meeting adjourned therefrom, or on any day thereafter which shall be appointed by the directors.

SEC. 8. 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. 9. The directors may call in the subscription to the additional capital stock, and may require the same to be paid by instalments 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 stockholders shall neglect or refuse payment of such instalment or instalments for the term of thirty days after the same shall become due and payable, and after due notice thereof, the stock of such negligent stockholder, 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 newspaper published in said Waterbury, 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, shall be returned to said negligent stockholder, and such sale shall entitle the purchaser to all the rights of a stockholder to the extent of the shares so bought.

SEC. 10. 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 stock 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 or of any instalments subsequently paid shall be lodged in like manner within sixty days after such additional capital stock shall have been created or such new instalments paid.

SEC. 11. 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 proceeding 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 acceptance 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. 12. 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 warned for that purpose or at the next annual meeting of said corporation.

Approved, May 11, 1903,