general purposes shall be held at such place and on such day and upon such notice as may be provided by by-law by the company. Sec. 16. (1 At all general meetings of the company every stock Representation holder shall be entitled to as many votes as he owns shares in the of stockholders at company, and may vote by proxy. (2) Election of directors shall be by ballot. meetings. Election of (3) Vacancies occurring in the board of directors may be filled Vacancies occurfor the unexpired remainder of the term by the board from ring. among the qualified stockholders of the company. officers. (4) The directors shall from time to time elect from among Election of themselves a president and a vice-president of the company, and shall also name all other officers thereof. Failure to elect directors shall not dissolve Sec. 17. If at any time an election of directors is not made or does not take effect at the proper time, the company shall not be held to be thereby dissolved, but such election may take place at company. any general meeting of the company duly called for that purpose, and the retiring directors shall continue in office until their successors are appointed. Sec. 18. One-fourth part in value of the stockholders of the special meetings. company shall at all times have the right to call a special meeting thereof for the transaction of any business specified in such written requisition and notice as they may issue to that effect. Sec. 19. The directors of the company shall have full power to By-laws. make all by-laws not contrary to law or to this act for the regulation of the affairs and management of the company, for making calls upon stock subscribed, for the establishment of a head office and of branch offices, and of changing from time to time the location of such offices; they shall have full power to manage the affairs of the company, and may make or cause to be made for the company any description of contract which the company may by law enter into. Sec. 20. No share shall be transferable until all previous calls Transter of thereon have been fully paid in or until declared forfeited for shares. non-payment of calls thereon. Directors may refuse entry of Sec. 21. The directors may refuse to allow the entry into any such book of any transfer of stock whereon any call has been stock not paid made which has not been paid in. for. valid. Sec. 22. No transfer of stock, unless made by sale under execu- Transfers of stock, when tion, shall be valid for any purpose whatever save only as exhibiting the rights of the parties thereto toward each other and as rendering the transferee liable ad interim, jointly and severally, with the transferer to the company and their creditors, until the entry thereof has been duly made in such book or books. Execution of Sec. 23. The company shall not be bound to see to the execution of any trust, whether expressed, implied or constructive, in trusts in respect respect of any share; and the receipt of the stockholder in whose PRIV-57 to shares. Liability to persons holding stock as execu1ors, etc. Executors, ad ministrators, etc., stuck in meeting. may rep esent Directors may holders money subscribed. name the same stands in the books of the company shall be a valid and binding discharge to the company for any dividends or money payable in respect of such share, whether or not notice of such trust has been given to the company, and the company shall not be bound to see to the application of the money paid up on such receipt. Sec. 24. No person holding stock in the company as an executor, administrator, tutor, curator, guardian or trustee, shall be personally subject to liability as a stockholder; but the estates and funds in the hands of such person shall be liable in like manner and to the same extent as the testator or intestate, or the minor, ward or interdicted person, or the person interested in such trust funds would be, if living and competent to act and holding such stock in his own name; and no person holding such stock as collateral security shall be personally subject to such liability but the person pledging such stock shall be considered as holding the same, and shall be liable, as a stockholder accordingly. : Sec. 25. Every executor, administrator, tutor, curator, guardian or trustee shall represent the stock in his hands at all meetings of the company, and may vote accordingly as a stockholder; and every person who pledges his stock may, nevertheless, represent the same at all such meetings and may vote accordingly as a stockholder. Sec 26. The directors of the company may call in and demand demand or stock from the stockholders thereof respectively all sums of money by them subscribed at such times and places and in such payments or installments as the by-laws of the company require or allow, and interest shall accrue and fall due at the legal rate for the time being upon the amount of any unpaid call from the day appointed for payment of such call. Company may by action in court. Sec. 27. The company may enforce payment of all cal's and inenforce payment terest thereon by action in any court of competent jurisdiction, and in such action it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is a holder of one share or more, stating the number of shares and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more, stating the number of calls and the amount of each whereby an action has accrued to the company under this act; and a certificate under the seal and purporting to be signed by any officer of the company to the effect that the defendant is a stockholder, that such call or calls has or have been made, and that so much is due by him and unpaid thereon, shall be received in all courts of law and equity as prima facie evidence to that effect. forf it shares on Sec. 28. If, after such demand or notice as by the by-laws of Holder may the company is prescribed. any call made upon any share or which payment shares is not paid within such time as by such by laws may be 18 not made. limited in that behalf, the directors in their discretion, by vote to that effect, reciting the facts and duly recorded in their minutes, may sumari y forfeit any shares whereon such payment is not made, and the same shall thereupon become the property of the company, and may be disposed of as by the by-laws or otherwise the company may ordain. org Sec. 29. The directors of the company shall not declare or pay Dividends, when any dividend when the company is insolvent, or any dividend payable. the payment of which renders the company insolvent or diminishes the capital stock thereof, but if any director, present when such dividend is declared, forthwith, or if any director then absent, within twenty-four hours after he has become aware thereof and able to do so, enters on the minutes of the board of directors his protest against the same, and within eight days Protest of directthereafter causes such protest to be published in at least one newspaper published at or as near as may be possible to the office or chief place of business of the company, such director may thereby and not otherwise exonerate himself from liability. Sec. 30. Every contract, agreement, engagement or bargain Contracts made made. and every bill of exchange drawn, accepted or endorsed, and every promissory note and check made, d ́awn or endorsed on behalf of the company by any agent, officer or servant of the company in general accordance with his powers as such, under the by-laws of the company, shall be binding upon the company, and in no case shall it be necessary to have the seal of the company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or check, or to prove that the same was made, drawn. accepted or endorsed, as the case may be, in pursuance of any by-law or special vote or order, nor shall the party so acting as agent, officer or servant of the company be thereby subjected individually to any liability whatsoever to any third party therefor. on behalf of company. Parties acting as agents not indi vidually liable. Sec. 31 A copy of any by-law of the company, under its seal Copy of by-law prima facie eviand purporting to be signed by any officer of the company, shall dence of such be received as prima facie evidence of such by-law in all courts by law. of law or equity in North Carolina Sec. 32. This charter shall take effect and be in force from and Charter, when effective. after its ratification, and remain in force for the term of ninety nine years. Ratified the 6th day of March, A. D. 1899. Section 1, chapter 134, laws of 1887, amended. Section 3 amended. Section 14 amended. Additional sections. Where construc begin. CHAPTER 322. An act to re-enact and amend the charter of the Polk County Railroad Company, being chapter one hundred and thirty-four, laws of eighteen hundred and eighty-seven. The General Assembly of North Carolina do enact: Section 1. That section one, chapter one hundred and thirtyfour, laws eighteen hundred and eighty-seven, be and the same is hereby amended by inserting before the words "and their associates'in line twelve the following: That for the purpose of constructing a railroad through Polk county, North Carolina, from any town or station on the Carolina Central Railway via Columbus and Mill Spring to the state line between Tennessee and North Carolina as may [be] most practicable, J. G. B. Livingston, Robert Hamilton, N. H. Hill, George Collins, John W. McFarland, Grayson Arledge, J. R. Foster, J. A. Thorne, A. C. Boone, Lynch Whiteside, J. C. Powell, T. F. Thorne, H. E. Gray and J. P. Arledge. Sec. 2. That section three of said act be and the same is hereby amended by striking out after the word "of" in line one to the word "to" in line two and insert "N. H. Hill, H. E. Gray, J. P. Arledge" and by striking out the word "the" in line six; also in lines ten and eleven strike out the words, "to Columbus or Mill Spring," and in line twelve for "fifty" insert "ten." Sec. 3. That section fourteen of said act be and is hereby amended by inserting after the word "annually" in line five, “at the court-house in Polk county," and in same line strike out "twenty" and insert "thirty." Sec. 4. That said act be further amended by adding after section sixteen the following sections, to be called sections seventeen, eighteen, nineteen, twenty, twenty-one: Sec. 17. Said company shall be authorized to begin the contion of road may struction of said road at any point on the projected line, and may operate any portion of it when completed, and shall have the exclusive right of transportation over the same. May build branch roads. Counties, townships and towns may subscribe to capital stock. Sec. 18. That said company shall have power and are hereby authorized to build branch roads and to construct and operate telegraph and telephone lines along its main line and branches. Sec. 19. That for the purpose of aiding in raising the capital stock of said railroad company it shall and may be lawful for any county, township, city or town which is interested in its construction to subscribe to the capital stock of said company such sum or sums in bonds or money as a majority of their qualified electors may authorize, under the same rules and regulations as are by this chapter provided for Polk county. Sec. 20. That said act is hereby ratified and confirmed in all respects and is continued in full force as heretofore except only as herein specially amended. Sec. 21. That this act shall be in force from and after its ratification. Ratified the 6th day of March, A. D. 1899. Said act conforce, except as tinued in full amended. CHAPTER 323. An act to incorporate the town of Granite Falls in Caldwell county. The General Assembly of North Carolina do enact: Section 1. That the town of Granite Falls, in the county of Incorporated. Caldwell, be and the same is hereby incorporated under the name and style of the town of Granite Falls, and [in] that name may sue Corporate name. and be sued, plead and be impleaded, contract and be contracted with, acquire and hold property, real and personal, for the use Corporate powof the town as its board of commissioners may deem necessary or expedient. ers. Sec. 2. That the corporate limits of said town shall be one mile Corporate limits. long, three-quarters of a mile wide: Beginning at a point in the Carolina and Northwestern Railroad, three-eighths miles south of depot. and running with said road one mile-three-eighths mile wide on each side of said railroad. Term of office of Sec 3. That the officers of said town shall consist of a mayor Town officers. and three commissioners, who shall be styled a board of commissioners, Granite Falls, and the said mayor and commissioners shall be elected by the qualified voters of said town on the first Monday in May, eighteen hundred and ninety-nine, and annually thereafter, under the same rules and regulations as are prescribed by the law for the holding of such elections in the incorporate town of Lenoir, in said county of Caldwell; a constable and secretary and treasurer to be chosen by the board of commissioners immediately after its organization, to hold one year or until their successors are elected and installed into office. Sec. 4. That the board of commissioners of said town shall Annual levy of have authority to assess and collect annually taxes for municipal purposes on all persons and property within the corporate limits, which are taxed for state and county purposes, under such rules and regulations as they may adopt: Provided, that the basis between persons and property shall be the same as established by the constitution of the state, and the taxes so assessed and col treasurer, secre tary and con stable. taxes. |