AN ACT

To incorporate the Sheboygan and Fond du Lac
Rail Road Company.

Be it enacted by the Council and House of Representatives of the Territory of Wisconsin:

SECTION 1. That M. C. Darling, N. P. Tallmadge, Vil- Commissioners appointed, liam Farnsworth, R. P. Harriman, Henry Concklin, John A. and for what Eastman, Moses Gibson, or any of them, be and they ae purpose. hereby appointed commissioners to do and perform the seve ral acts hereinafter mentioned; that is to say, they shall procure a suitable number of books, in each of which they shall enter or cause to be entered as follows, to wit: We whose names are hereunto subscribed do promise to pay the presi dent and directors of the Sheboygan and Fond du Lac Rail Road Company the sum of fifty dollars for every share set opposite our respective names, in such manner and propor tions and at such times as shall be determined by the president and directors of said company, in pursuance of an act of the legislative assembly of the territory of Wisconsin, entitled "Aa act to incorporate the Sheboygan and Fond du Lac Rail Road Company." Witness our hands this

of

day

Notice tobe

given of the

books.

one thousand eight hundred and forty And shall thereupon give notice in such newspapers aз to them shall seem proper when and where said books shall be opening of kept open to receive subscriptions for the stock of said company, at which respective times and places one or more of the commissioners shall attend, and permit all persons of lawful age who shall offer to subscribe in the said books in their or in the name of any other person who shall authorize the same, for any number of shares in the said stock; and the said books shall be kept open at least six hours in every periodical day, for the space of ten days, or until there shall

When books to be closed.

When the

issue letters patent.

Style of co

powers.

have beer subscribed nine thousand shares; and if at the end of ter days, the books aforesaid shall not have the number of shares aforesaid therein subscribed, the said commissioners may adjourn from time to time, and transfer the book or books elsewhere, until the whole number of nine thousand shares shall be subscribed, of which adjournment and tansfer the commissioners aforesaid shall give such public nice as the occasion may require; and when the whole number of shares shall be subscribed, the books shall be closed: Provided, that five dollars on each share shall be paic at the time of subscribing.

SEC. 2. When five thousand shares or more shall be subgovernor shall sribed, the said commissioners, or any four of them, may ertify the fact, under oath or affirmation, to the governor, whereupon the governor shall, by letters patent under his hand and the seal of the territory, create and erect the subscribers, and if the subscription be not full at the time, then also those who shall thereafter subscribe to the number of shares aforesaid, into one body, politic and corporate, in deed and in law, by the name, style, and title of "The Sheboyporation, nd gan and Fond du Lac Rail Road Company;" and by the same name, the subscribers shall have perpetual succession, and be able to sue and be sued, implead and be impleaded, in all courts of record, and to purchase, receive, have, hold, and enjoy to them and their successors, lands, tenements, hereditaments, goods, and chattels as may be necessary and requisite to carry on the business of said company, and all estate, real, personal, or mixed, of what kind or quality soever, and the same from time to time to sell, mortgage, grant, alien, and dispose of, and to make dividends of such portions of the property as they may deem proper; and also to make and have a common seal, and the same to alter and renew at pleasure; and also to ordain, and establish, and put in execution such bye-laws or ordinances, and regulations as shall appear necessary and convenient for the government of the said corporation, not being contrary to the laws of the United States, or of this territory, or of the future state of Wisconsin, and generally to do all and singular the matters and things which to them shall lawfully appertain, for the

"well being of the said corporation and the management and ordering of the affairs of the same: Provided, that nothing herein contained shall be construed as in any way giving to the said company any banking privileges whatever, or any other liberties, privileges, or franchises but such as may be necessary or incident to the making and maintaining of said rail road.

and how call

SEC. 3. The stockholders shall hold their first meeting at Where first such time and place as may be fixed upon by a majority of meeting held, the aforesaid commissioners present at any meeting called ed. for that purpose; and any three of said commissioners shall

Officers to be

have power to call such meeting by giving at least three
weeks' notice in any two newspapers published in this
territory, or state of Wisconsin, and annually thereafter
at such time and place as may be fixed by the bye-laws
of said company; of which meeting notice shall be given.
in two or more newspapers published in this territory,
and choose by a majority of votes of the said subscribers, elected.
[by] ballot, to be given in person, or by proxy duly au
thorized, one president and twelve directors, and such other
officers as may be deemed necessary, who shall continue in
office until others are chosen and qualified; and the number
of votes to which each stockholder shall be entitled shall be
according to the number of shares he or she shall hold that
is to say, for five shares five votes, and for every additional
five shares one vote; and no share shall confer a right of
suffrage which shall not have been holden thirty days prior
to the election.

conducted.

SEC. 4. The election of officers provided for in the third Election how section of this act shall be conducted in the following manner, that is to say: the commissioners, or the directors as the case may be, or a majority of them, for the time being present at such meeting, shall appoint two of the stockholders, not being commissioners or directors, to be judges of the said election, and to conduct the same, after having severally taken and subscribed an oath or affirmation, before an officer generally authorized to administer oaths, well and truly, and according to law, to conduct such election; and the said judges shall decide on the qualification of the voters, and

Vacancies in office how

filled.

Concerning

when the election is closed, shall count the votes and declare who is elected; and if it shall at any time happen that an election of president, directors, and other officers shall not be made, the president, directors and other officers of the preceding year shall in that case continue to act and be invested with all the powers belonging to their respective stations, until an election shall be had. In case of [the] death or resignation of any president, director or other officer, or of vacancy in any office from other cause, his place shall be filled by the board of directors, or a majority of them, until the next annual election.

SEC. 5. The said president and directors shall meet at the powers of such times and places as shall be found most convenient for the directors. the transaction of their business, and a majority shall be a quorum, who, in the absence of the president, may choose a chairman, and shall keep minutes of their transactions; and a quorum being present, they shall have authority to appoint such engineers, surveyors, superintendent, and other artists and officers as they may deem necessary to carry on the intended work, and to fix their salaries and wages; to determine the manner and proportion in which the said stockholders shall pay the money due on their respective shares; to draw orders on the treasurer for the same, which shall be signed by the president and countersigned by the secretary; and generally to do all such other acts, matters, and things as by this act, and by the bye-laws and regulations of the company they are authorized to do.

The stock

SEC. 6. The stock of said company may be transferred on transferrable. the books of said company by each and every holder thereof, at pleasure, either in person, or by attorney duly authorized, in the presence of the president or secretary, who shall keep a book for that purpose, subject, however, to all payments due or to become due thereon; and the assignee shall be a member of said corporation, entitled to such shares so assigned, and to all the estates and emoluments of the company incident to such share or shares, and to vote as aforesaid at the meetings thereof, and subject to all penalties and forfeitPenalties for ures, and of being sued for the balances and penalties due or to become due on each share, as the original subscriber would have been.

not paying in stook.

Stock when

SEC. 7. If after thirty days' notice in two or more public papers of the time and place appointed for the payment of any proportion or instalment of the said capital stock, in order to carry on the work, any stockholders shall neglect to pay such proportion or instalment at the place appointed, for the space of thirty days after the time so appointed, every such stockholder, or his assignee, shall, in addition to the instalments so called for, pay at the rate of one per cent. per month for the delay of such payment; and if the same and penalty shall remain unpaid for such space of time as that the accumulated penalty shall become equal to the sums paid forfeited. in part, and on account of such shares, the same shall become forfeited to said company, and may be sold to any person or persons for such price as can be obtained for the same; or in default of payment by any stockholder of any such instalment as aforesaid, the president and directors may, at their election, cause suits to be brought in any court having competent jurisdiction, for the recovery of the same, together with the penalty aforesaid: Provided, that no stockholder, whether original subscriber or assignee, shall be entitled to vote at any election, or at any meeting of said company, on whose share or shares any instalment or arrearage may be due and payable more than thirty days previously to the said election or meeting.

twice a year.

SEC. 8. Dividends of so much of the profits of the institu- Dividends to tion as shall appear advisable to the directors shall be de- be declared clared at least twice a year, and paid to the stockholders on demand at any time after the expiration of ten days therefrom; but they shall in no case exceed the nett profits actually acquired by the company, so that the capital stock shall never be thereby impaired; and the said company shall pay annually into the treasury of the territory or state of Wisconsin a tax of ten per centum on all dividends which may exceed ten per centum per annum on the capital stock actually paid in.

SEC. 9. The president and directors of said company shall Route where surveyed. have power to survey, lay down, ascertain, mark and fix such route as they shall deem expedient for a rail road with as many setts of tracks as they may deem necessary, beginning at Sheboygan, on lake Michigan, and terminating at Fond