and things which they are authorized by law to do for the interest and well being of said company.

when elected.

SEC. 3. That the said commissioners, or a majority of them, after the said one thousand shares of stock shall have been subscribed as aforesaid, shall give at least twenty days' notice in the newspapers herein before mentioned, of the time Directors and place of a meeting of the stockholders for the purpose of electing seven directors, who shall elect one of their number president; and annually thereafter, the said stockholders shall meet on the first Monday in July, for the purpose of electing directors as aforesaid. upon a like previous notice to be given by a majority of the directors for the time being, in such newspapers as they may think proper: Provided, that previous to the first election, the commissioners hereinbefore named shall elect one of their number president, and they shall perform all the duties, and be invested with all the powers of directors: 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 continue to act, and this charter shall not be avoided by reason of the irregularity or want of such election; and in case of any vacancy in the board of directors, the same shall be filled by the other directors or a majority of them.

SEC. 4. The affairs of said company shall be managed by a board of seven directors, who shall be stockholders and be Corporation chosen annually by ballot, by the stockholders of said compa- how managed ny, the votes to be given in person or by proxy duly authorized; which directors shall appoint one of their number president; and shall serve until others are elected in their stead, They shall make and establish such bye-laws, rules, orders and regulations, not inconsistent with the constitution and Jaws of the United States and of the territory or state of Wisconsin, as may be necessary for the well ordering of the affairs of said company. Each share of stock shall be enti tled to one vote, and in all cases of elections for directors,

the seven stockholders having the greatest number of votes shall be declared duly elected.

SEC. 5. 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 shall appoint a secretary, treasurer, and such engineers and other officers as they may find necessary, and 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 in which the said stockholders shall pay the money due on their respective shares, not exceeding twenty-five per cent. upon every ten miles of said road completed, and to forfeit to the use of said company the share or shares of every person or persons failing to pay any instalment, at a reasonable period not less than thirty days after the time appointed for the payment thereof. They shall have power to regulate tolls; to make such cov enants, contracts and agreements with any person or persons, or body politic whatsoever, 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. The commissioners, until the directors are chosen, shall issue certificates to each stockholder for the number of shares he or she shall subscribe for or hold in said corporation, signed by the president, and countersigned by the secretary, subject to all the payments due and to become due thereon; which stock shall be transferable in person, or by attorney, executors, administrators, guardians or trustees, under such regulations as may be provided by the bye-laws of said company.

SEC. 6. The said company shall have power to locate and construct a single or double track plank road, from such eligible point in the city of Milwaukee, by way of Big Bend, en Fox river, in Waukesha county, and East Troy, in the county of Walworth, to such eligible point in the town or village of Janesville, in Rock county, as shall be determined apon by a vote of the stockholders having a majority of the stock of said company, and who shall be represented in per

son or by proxy at a special meeting called for the purpose of fixing the location or termination of said road; and they shall have power to erect all such toll-houses, bridges, and other works and appendages as may be necessary for the convenience of said company in the use of said road, and also to connect said road with other plank roads in the territory or state of Wisconsin. The directors shall exercise all powers conferred on them by law; shall audit and pay all accounts; give and receive all such receipts and discharges of debt as shall be deemed best for the interest of said company; fix the compensation and salary of the officers they may appoint; and meet at such times and places as they may prescribe in the bye-laws to be enacted. by them. They may appoint and remove all officers at pleasure; prescribe the meeting of the stockholders, and declare and pay the dividends, or so much of the surplus profits of the company, as they shall deem advisable, which may accrue on the shares of the said stock to the stockholders of said company, on the first Monday of July and January of each year.

land.

SEC. 7. It shall and may be lawful for said company, their officers, engineers and agents to enter upon any lands for the Corporation purpose of exploring surveying and locating the route of said may take plank road, doing thereto no unnecessary damage; and when said route shall be determined by the said company, it shall be lawful for them, their agents, officers, engineers, contractors and servants, at any time to enter upon, take possession of and use such lands for the purposes of said road, not exceeding four rods in width, along the line of said route, 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 for.

sessed for o6

SEC. 8. When the said corporation cannot agree with the How damaowner or owners of any land, gravel, stone or other material ges to be asrequired for the construction of said road, for the purchase eupying land thereof or the compensation to be paid therefor, or when by or taking mareason of the absence or legal incapacity of the owner or building road. owners, no such agreement or purchase can be made, then

terials for

and in any such case it shall be lawful for any justice of the peace of the county in which the property may lie, to issue his warrant directed to the sheriff or any constable of said county not directly interested, requiring him to summon a jury of nine freeholders of said county not interested in said property, to meet at some convenient place at or near the property to be valued, on a day in said wrrrant na ned, not less than five nor more than ten days from the date of said warrant; and if at the time and place named, any of the persons so summoned do not attend, the said sheriff or constable shall immediately summon as many as may be necessary with the persons in attendance as jurors to furnish a pannel of nine jurors, and from them the said company and the owner of owners of the property to be valued, their agent or attorney or either of them, and if they are not present in person or by attorney, the sheriff or constable shall for him or her strike off each two of said jurors, and the remaining five shall act as a jury of inquest of damages; and before they act as such the said sheriff or constable shall administer to each of thein an oath or affirmation, that he will faithfully and impartially value the lands or material required for such road, and all damages which the owner or owners shall sustain by reason of the construction of said road, taking into consideration the advantage the same will be to the owner or owners according to the best of his skill and judgment, whereupon the said jurors shall proceed to view the said land or material, so required, and to hear the evidence of the respective parties, which the said jurors shall reduce to writing, which shall be signed by all, or a majority of said jurors, and by the sheriff or other officer in attendance, and the said officer shall, within five days thereafter, transmit the same to the clerk of the district court of the proper county, who shall file the same. Such inquisition shall describe the property taken or to be taken, or the boundaries of the land in question, and the value thereof, as aforesaid, and such valuation when paid, together with the costs of such inquisition, or tendered to the owner or owners, or deposited with the said court, shall entitle the said company to the estate and interest in the same thus valued, as if it had been conveyed by the owner or owners

thereof in fee simple: Provided, that it shall not be lawful for any such jury of inquest to proceed in the valuation Provisos. of any such property or material in the absence of the owner or owners thereof, his, her, or their legal representatives, unless it be made to appear, by affidavit, that such owner or owners have had at least five days' notice of the time and place of meeting, for the purpose of making such valuation, or unless it shall in like manner be shown that such owner or owners are absent from the county, and if such owner or owners are under age, or non compos mentis, the service of notice upon the guardian or trustee, (if any there be) or their absence from the county shall be required to be established by affidavit to the said jurors, before they shall proceed to make such valuation: Provided further, that in case of such disagreement, the company shall not take possession of any land or materials uatil said jury shall have first decided that the taking thereof is necessary, and in the case of materials that the same are not essentially necessaay to the owner or owners thereof for his, her, or their private and proper use.

debis.

Proviso.

SEC. 9. The shares of stock of the corporation shall be What properdeemed personal property, and every person becoming a share- ty liable for holder by transfer, purchase, or otherwise, of shares of said stock, shall succeed to all the rights and liabilities of the prior holder of said share or shares; and the said shares shall be liable to be taken in execution for the payment of the debts of their owners in such manner as is or may be provided by law: Provided, that all debts due said company shall be first paid. Whenever the route of said road follows the line of any public highway, the said company shall not take possession of the said highway until the commissioners of highways for the town through which it passes shall have given. them written consent, which shall be recorded in the town clerk's office; or if the said commissioners refuse to give their consent, then the damages to the town shall be appraised or ascertained as in the case of private property; and the amount so appraised for each highway so taken, shall be paid to the said commissioners of the town to which it belongs, to be by them applied in improving the roads in such town.