Commission

AN ACT

To incorporate the Racine and Rock River Plank
Road Company.

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

SECTION 1. That John Dickson, Hiland S. Hulburd, Nelers appointed son R. Norton, Philo Belden, John Acker, Elias Smith, Daniel Slawson, Charles S. Wright, William P. Lyon, Gilbert Knapp, Nelson Pendleton, M. B. Mead, Samuel C. Russ, CaYeb Croswell, Marshall M. Strong, Isaac J. Ullman, Sidney A. Sage, A. Hyatt Smith and Charles Stevens be, and they are hereby appointed commissioners, under the direction of a majority of whom subscriptions may be received to the capital stock of the Racine and Rock River Plank Road CompaBooks opened ny, hereby incorporated; and they may cause books to be

ration may

organize.

opened at such times and places as they shall direct, for the purpose of receiving subscriptions to the capital stock of said company, first giving thirty days notice of the times and pla ces of taking such subscriptions, by publishing the same in three or more newspapers printed in Racine, Walworth and Rock counties.

SEC. 2. That the capital stock of said company shall be three hundred thousand dollars, in shares of fifty dollars When corpo- each; and as soon as seven hundred and fifty shares of stock shall be subscribed, and two dollars on each share actually paid in, and a statement shall be deposited with the secretary of the territory or of the state of Wisconsin, authenticated by the oath of two or more of the said commissioners, that such subscriptions and payments have been in good faith made, the subscribers of said stock, with such other persons as shall associate with them for that purpose, their successors and assigns, shall be, and they are hereby declared and created a body corporate and politic, by the name and style

of "The Racine and Rock River Plank Road Company," Name and style of cor. with perpetual succession; and by that name shall have all poration. the privileges, franchises and immunities incident to a corporation; they shall be capable in law of purchasing, holding, selling, leasing, and conveying estate, either real personal or mixed, so far as the same may be necessary for the purpo ses hereinafter mentioned, and no further; and in their corporate name may sue and be sued, may have a common seal which they may alter and renew at pleasure, and generally may do all and singular the matters and things which to them it shall lawfully appertain to do, for the well being of the said corporation.

Powers of

same.

when elected.

SEC. 3. That the said commissioners, or a majority of them, after the said seven hundred and fifty shares of stock shall have been subscribed as aforesaid, shall give at least thirty days notice in the newspapers hereinbefore mentioned, of the time and place by them appointed for the subscribers Directors or stockholders to meet for the purpose of electing nine directors; and annually thereafter, the said stockholders shall meet on the first Monday in February for the purpose of electing directors as aforesaid, upon a like previous notice to be given by the directors for the time being, in such newspapers as they may deem advisable: Provided, that previous to the first election, the commissioners herein before named shall elect one of their number president; and they shall perform all the duties, be invested with all the powers of, and be required to possess all the qualifications required from the directors of the company: And provided, that if from any cause an election shall not be held at the regular time specified therefor, the same may be held at any other time on notice as aforesaid; that until such election, the directors of the preceding year shall contiue to act, and that this charter shall not be avoided by reason of the irregularity or want of such election: And provided, also, that in case of a vacancy from the death or resignation of any director, his place shall be filled from among the stockholders by the board of directors for the time being.

SEC. 4. The affairs of the said eorporation shall be man

Corporation aged by a board of nine directors, who shall be chosen annu. how managed ally by ballot, on the days herein before described, by the stockholders of said company, the votes to be delivered in person or by proxy duly authorized; which directors shall appoint one of their own number to be president; and they shall respectively serve one year, and until other directors be elected; they shall have power to make and establish such bye-laws, rules, orders and regulations, not inconsistent with the constitution and laws of the United States, or of the territory or state of Wisconsin, as may be necessary and convenient for the government of the said corporation, and generally to do all and singular the matters and things which to them shall lawfully appertain for the well being of the affairs of the same: Provided, that none but stockholders shall be eligible to be elected directors, and that at every such elec tion, and in all other cases wherein stockholders shall be called upon to vote, cach share of stock shall be entitled to one vote, and also that in all cases of elections for directors the nine stockholders having the greatest number of votes shall be declared duly elected: And provided, that nothing herein contained shall be construed as in any way giving to Powers pro- the said company any banking privileges whatever, or any right to issue any certificate of deposite or other evidences of debt to circulate as money, or any other liberties, immunities or franchises but such as may be necessary or incident to the making [and] maintaining of the plank road hereinbefore provided for.

hibited.

tors.

SEC. 5. The said directors shall meet at such times and General pow. ers of direc- places, and be convened in such manner as they may hereafter decide upon; five directors shall be a quorum for the transaction of business, who, in the absence of the president, may appoint a president pro tem; the said directors may ap point a secretary, treasurer, and such engineers and other officers as they may find necessary; shall fix their compensation, and may demand adequate security for the performance of their respective trusts; they shall have full power to decide the time and manner and proportions in which the said stockholders shall pay the money due on their respective

shares, and to forfeit to the use of the company any share or shares held by any person or persons failing to pay any instalment so required to be paid, after advertisement of the same for a period not less than sixty days in one or more newspapers as hereinbefore provided; to regulate tolls; to make covenants, contracts and agreements with any person, copartnership, or body politic whatever, as the execution and management of the works and the convenience and interests of the company may require, and in general to superintend and direct all the operations, receipts, disbursements, and other proceedings of the company: Provided, that no instalment called in at any one time shall exceed five dollars per share, and that no instalment shall be called by the directors without giving at least thirty days notice thereof in the newspers as aforesaid.

SEC. 6. The directors elected as aforesaid shall issue a Certificates certificate to each stockholder for the number of shares he or of stock to be issued. she shall subscribe for or hold in the said corporation, signed by the president, countersigned by the secretary, and sealed. with the common seal; subject, however, to all the payments due and to become due thereon; which stock may be transferable in person, or by attorney, executor, administrators, guardian or trustees, under such regulations as inay be provided for in the bye-laws of the company.

Special meetings how

SEC. 7. At each annual meeting of the stockholders for the purpose of electing directors, the directors of the preceding year shall exhibit to the meeting a complete statement of the affairs and proceedings of the company for such year; and special meetings of the stockholders may be called by order of the directors, or by any number of stockholders holding one-fourth in amount of the capital stock of the called. company, on like notice as that required for annual meetings, specifying moreover the object of such meeting; but no business shall be transacted at such special meeting unless a majority in value of all the stock shall be then and there represented in person or by proxy.

SEC. 8. The said company shall have power to locate and construct a single or double track plank road, commencing at

how and

where to con.

such point in the village of Racine, and county of Racine, as Corporation may be designated by the board of directors, and running thence westwardly on the most eligible route to the village struct road. of Janesville, with power to build branches to the villages of Waterford, Rochester and Burlington, on Fox river; and the company shall also have power to make, construct and erect such side-tracks, turn-out and connecting tracks, and also all such gates, toll-houses, and other works and appendages as may be necessary for the convenience of said company in the use of said plank road, and also to connect said plank road and operate the same with other plank roads in the territory or state of Wisconsin.

When road commenced

SEC. 9. If said corporation shall not within two years from and finished. the passage of this act commence the construction of said plank road, and shall not within five years as aforesaid have constructed, furnished and put in operation, a single or double track of plank road, extending from Racine westwardly at least as far as Fox river, then and in that case it shall be considered a violation and non-user of their charter.

Corporation may take land.

SEC. 10. It shall and may be lawful for said company, their officers, engineers and agents to enter upon any lands for the purpose of exploring, surveying and locating the route of said plank road, doing thereto no unnecessary damage, nor locating any such route through any orchard or garden without the consent of the owner thereof, nor through any buildings, or any fixtures or erections for the purposes of trade or manufactures, or any yard or enclosures necessary to the use and enjoyment thereof, without permission from the owners; and when the said route shall be determined by the said company, it shall be lawful for them, their officers, agents, engineers, contractors and servants, at any time, to enter upon, take possession of, and use such lands, to the width of four rods; and also to take from any land adjoining said road, gravel, stone or earth, for the purpose of constructing, repair ing and maintaining such plank road; subject, however, to the payment of such compensation as the company may have agreed to pay therefor, or as shall be ascertained in the manner hereinafter directed and provided in such cases respec tively: Provided, that the said corporation shall not in their