this Commonwealth, the commissioners named in such act, or any five of them, shall have power to open books for receiving subscriptions to the capital stock of such company, at such time or times, and at such place or places, as they may deem expedient, after having given at least twenty days' notice in one or more newspapers published in the county where books of subscription are to be opened; and at the times and places so designated and named in the public notices to be given, as aforesaid, the said commissioners, or any two of them, shall attend and furnish to all persons duly qualified, who shall offer to subscribe, an opportunity of so doing; and it shall be lawful for all such persons, and for all firms and copartnerships, by themselves or by persons duly authorized, to subscribe for shares in said stock; and the said books shall be kept open at least six hours in every day, for the term of three juridical days, or until there shall have been subscribed the whole number of shares authorized by the special act; and if, at the expiration of three days, the books aforesaid shall not have the number of shares therein subscribed, the said commissioners may adjourn from time to time, and to such places as they may deem proper, until the whole number of shares authorized, as aforesaid, shall be subscribed; of which adjournment, the commissioners aforesaid shall give such public notice as the occasion may require; and when the whole number of shares shall be subscribed the books shall be closed: Provided always, That no subscription for such stock shall be valid unless the party or parties making the same shall, at the time of subscribing, pay to the said commissioners five dollars on each and every share subscribed, for the use of the company.

SEC. 2. That when ten per centum on the capital stock, as provided by any special act of incorporation, shall have been subscribed, and five dollars paid on each and every share, as aforesaid, the said commissioners, or such of them as shall have acted, shall certify to the governor, under their hands and seals, the names of the subscribers and the number of shares subscribed by each, and that five dollars on each share have been paid, whereupon the governor shall, by letters patent, under his hand and the seal of the Commonwealth, create and constitute the subscribers, and if the subscription be not full

at the time, those who shall thereafter subscribe to the number of shares aforesaid, their successors and assigns, into a body politic and corporate, in deed and in law, by the name, style, and title designated by the special act of assembly; and by the said name, style, and title the said subscribers shall have perpetual succession, with all the privileges, franchises, and immunities incident to a corporation, and be able to sue and be sued, plead and be impleaded, in all courts of record and elsewhere, and to purchase, receive, have, hold, use, and enjoy to them and their successors, goods, chattels, and estate, real and personal, of what kind and nature soever, and the same from time to time to sell, exchange, mortgage, grant, alien, or otherwise dispose of, and to make dividends of such portion of the profits 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, establish, and put in execution such by-laws, ordinances, and regulations as shall appear necessary or convenient for the government of said corporation, not being contrary to the Constitution and laws of the United States or of this Commonwealth, and generally to do all and singular the matters and things which to them it shall lawfully appertain to do for the well-being of said corporation and the due ordering and management of the affairs thereof: Provided, That nothing herein contained shall be construed as in any way giving to such corporation any banking privileges whatever, or any other liberties, privileges, or franchises but such as may be necessary or convenient to the procuring, owning, making, maintaining, regulating, and using their railroad, the locomotives, machinery, cars, and other appendages thereof, and the conveyance of passengers, the transportation of goods, merchandise, and other commodities thereon And provided further, That such company shall not purchase or hold any real estate, except such as may be necessary or convenient for the making and constructing of their railroad, or for the furnishing of materials therefor, and for the accommodation of depots, offices, warehouses, machineshops, toll-houses, engine and water stations, and other appropriate appurtenances, and for the persons and things employed or used in and about the same.

SEC. 3. That the commissioners named as aforesaid, or such of them as shall have acted, shall, as soon as conveniently may be after the said letters patent shall be obtained, appoint a time and place for the subscribers to meet to organize the company, and shall give at least two weeks' notice thereof in the manner provided for in the first section of this act; and the said subscribers, when met, shall elect, by a majority of the votes present, to be given in person or by proxy, a president and twelve directors, the president and a majority of whom shall be resident citizens of this Commonwealth, and shall be owners, respectively, of at least three shares in the stock of such company; and the said president and directors shall conduct and manage the affairs and business of said company until the second Monday in January then next ensuing, and until others are chosen; and may make, ordain, and establish such by-laws, rules orders, and regulations, and perform such other matters and things as are by this act authorized: Provided, That in case of the resignation, death, or removal of the president, the directors shall, by a majority of votes, supply the vacancy until the next annual election.

SEC. 4. That the stockholders of such company shall meet on the second Monday in January in every year, at such place as may be fixed on by the by-laws, of which notice shall be given at least two weeks previously by the secretary, in the manner before mentioned, and choose, by a majority of the votes present, a president and twelve directors, qualified as aforesaid, for the ensuing year, who shall continue in office until the next annual election, and until others are chosen; at which annual meeting the said stockholders shall have full power and authority to make, alter, or repeal, by a majority of votes given, any or all such by-laws, rules, orders, and regulations as aforesaid, and do and perform every other corporate act authorized by their charter; the stockholders may meet at such other times and places as they be summoned by the president and directors, in such manner and form, and giving such notice as may be prescribed by the by-laws; and the president, on the request in writing of any number of stockholders representing not less than one-tenth in interest, shall call a special meeting, giving the like notice, and stating

specifically the objects of the meeting; and the objects stated in such notice, and no other, shall be acted on at such special meeting.

SEC. 5. The elections for directors provided for in this act shall be conducted as follows, to wit:-At the first election the commissioners shall appoint three stockholders to be judges of the said election, and to hold the same; and at every succeeding election the directors for the time being shall appoint three stockholders for the like purpose; and the persons so appointed by said commissioners and directors shall not be eligible to an election as a director at said election, and shall respectively take and subscribe an oath or affirmation, before an alderman or justice of the peace, well and truly, and according to law, to conduct such election to the best of their knowledge and ability; and the said judges shall decide upon the qualifications of voters, and when the election is closed, shall count the votes and declare who have been elected; and if, at any time, it shall happen that an election of directors shall not be made at the time specified, the corporation shall not for that reason be dissolved; but it shall be lawful to hold and make such election of directors on any day within three months thereafter, by giving at least ten days' previous notice of the time and place of holding said election in the manner aforesaid, and the directors of the preceding year shall in that case continue in office, and be invested with all powers belonging to them as such until others are elected in their stead. In case of the death or resignation of a director, or a failure to elect in case of a tie vote, the vacancy may be filled by the board of directors. At all general meetings or elections by the stockholders, each share of stock shall entitle the holder thereof to one vote, and each ballot shall have endorsed thereon the number of shares thereby represented; but no share or shares transferred within sixty days next preceding any election or general meeting of the stockholders shall entitle the holder or holders thereof to vote at any such election or general meeting, nor shall any proxy be received or entitle the holder to vote, unless the same shall bear date and have been duly executed within the three months next preceding such election or general meeting.

SEC. 6. That the president and directors of such company for the time being are hereby authorized and empowered to exercise all the powers granted to the corporation; they shall meet at such times and places as shall be by them deemed most convenient for the transaction of their business, and when met, seven shall be a quorum to do business; the president, if present, shall preside at all meetings of the board, and when absent, the board shall appoint a president pro tem.; they shall keep minutes of their proceedings fairly entered in a suitable book to be kept for that purpose; they shall choose a secretary and treasurer, and may appoint or employ all such officers, engineers, agents, superintendents, artisans, workmen, or other persons, as in their opinion may be necessary or proper in the management of the affairs and business of said corporation at such times, in such manner, and under such regulations as they may from time to time determine; they shall fix the amount of the salaries and wages of such officers and persons employed by them, and they may require bond, with security in such amounts as they may deem necessary, of each or any of said officers or other persons by them appointed or employed, for the faithful discharge of their duties, and generally to do all such other acts, matters, and things as by this act and the by-laws and regulations of the said company they may be authorized to do.

SEC. 7. That the president and directors of such company first chosen shall procure certificates or evidences of stock for all the shares of such company, and shall deliver one or more certificates or evidences, signed by the president, countersigned by the treasurer, and sealed with the common seal of the corporation, to each person or party entitled to receive the same, according to the number of shares by him, her, or them respectively subscribed or held; which certificates or evidences of stock shall be transferable, at the pleasure of the holder, in a suitable book or books to be kept by the company for that purpose, in person or by attorney duly authorized, in the presence of the president or treasurer, subject, however, to all payments due or to become due thereon; and the assignee or party to whom the same shall have been so transferred shall thereupon be a member of said corporation, and have and enjoy