right to cross and use such portion of any street as may be found necessary; and to raise money, shall have the same authority as is herein conferred upon railroad companies to issue and sell bonds, and secure their payments by deeds of trust; and for all such purposes the said railroad-tunnel companies shall have the same rights as railroad companies organized under this act. from railroad (2456.) SEC. 52. Any such tunnel company shall have the right Aid for same to negotiate with any railroad company which may connect with its companies. tunnel, for the purpose of obtaining aid in the construction of its work, and such railroad company shall have full power and authority to grant such aid upon such terms as may be agreed upon by both parties; which aid may be given by subscription to capital stock, or by guarantying bonds, or by both, or by a lease and agreement to pay rent, or in any other form which shall be found most effectual to accomplish the purpose and enable the said companies to procure the requisite means. for use of tun (2457.) SEC. 53. The said companies shall have the right to charge Compensation such fair compensation for the use of its said road and tunnel by nel, etc. the railroad companies or horse-railroad companies whose business shall pass along and through it, as shall be found by experience requisite to enable them to pay, first, all the expense of keeping the works in repair, and interest upon the money borrowed for the construction thereof, and dividends not exceeding ten per cent upon their capital stock, and such additional sum as will furnish a sinking fund each year, not to exceed five per cent of the amount of its bonded debt, for the purpose of gradually extinguish ing the same. railways in the (2458.) SEC. 54. All railroad companies whose tracks may con- Privileges of nect with such tunnels, shall have the right to send their business use of tunnels. through them upon such terms as shall be just and fair, and the charges for the passage of freight and passengers from all railroads shall be the same, and with no discrimination in favor of or against the business of any connecting road. travening acts. (2459.) SEC. 55. All acts and parts of acts contravening any of Repeal of conthe provisions of this act are hereby repealed; but all proceedings pending, and all rights and liabilities existing, acquired, or incurred at the time this act takes effect, are hereby saved, and such proceedings may be consummated under and according to the law in force at the time such proceedings were commenced, or they may be abandoned, and new proceedings taken under this act. Nothing in this section contained shall be construed as in any manner excepted. Paw Paw Rail road Company Suits for penalties. affecting the franchises or privileges heretofore by law granted to the Paw Paw Railroad Company. (2460.) SEC. 56. All penalties incurred under this act, when not otherwise provided for, may be sued for in the name of the people of the State of Michigan, and if such penalty be for a sum not exceeding one hundred dollars, then such suit may be brought before a justice of the peace. SEC. 57. This act shall take immediate effect. CHAPTER LXXVI. TRAIN RAILWAY COMPANIES. Three or more An Act to provide for the construction of train railways. [Approved February 13, 1855. Laws of 1855, p. 338.] (2461.) SECTION 1. The People of the State of Michigan enact, persons may or- That any number of persons, not less than three, may be formed ganize. 18 Mich. 238. Notice to be published. When may elect directors, etc. into a corporation for the purpose of constructing, owning, and operating a train railway or road for the conveyance of persons or property, to be operated by horse or other animal power, or by steam, or by pneumatic or any other motive power, or by any combination of them, as shall be determined by the board of directors, by complying with the following requirements: Notice shall be given in at least one newspaper printed in any county through which or in which such railway is intended to be constructed, of the time and place or places where books for subscribing for the stock thereof will be opened, and if there be no newspaper printed in the county, then such notice shall be printed in the city of Detroit; and when stock to the amount of one thousand dollars per mile of the said railway so intended to be built shall be in good cles of associa tain. faith subscribed, and ten per cent paid thereon, as hereinafter required, then the said subscribers may, upon due and proper notice, elect directors for said corporation; and thereupon they what the artishall severally subscribe articles of association, in which shall be tion shall conset forth the name of the company, the number of years the same shall be continued, which shall not exceed thirty years from the date of said articles; the amount of the capital stock of said company; the number of shares of which said stock shall consist; the number of directors and their names, who shall manage the concerns of the company for the first year, and shall hold their offices until others are elected; the place from and to which the proposed railway is to be constructed, and each mine, city, and village to or through which it is intended to pass, and its length, as near as may be.1 and number of shares to be sub scribed. ciated to be body leges and liabili ties. (2462.) SEC. 2. Each subscriber to such articles of association Name, residence, shall subscribe thereto his name, by himself or by his attorney, his place of residence, and the number of shares of stock taken by him in said company. The said articles of association may, when the provisions of the next section are complied with, be filed in the office of the Secretary of State, and thereupon the persons Persons assowho have so subscribed, and all persons who shall from time to corporate. time become stockholders in such company, shall be a body corporate, by the name specified in such articles; and as such shall be Powers, privicapable of suing and being sued, in all courts and in all manner of actions, and may have a common seal, and be capable of purchasing and acquiring from any person or persons, by gift, grant or otherwise, and holding any land, tenements or hereditaments, necessary to be used in the construction, repair, and preservation of said railway, and the erection of toll-gates and houses thereon, and may by by-laws prescribe the manner of calling and conducting the meetings of the stockholders, and shall possess the powers and privileges and be subject to the provisions contained in chapter fifty-five of title ten of the Revised Statutes of this State, entitled "General provisions relating to corporations," as far as the same Chapter 73. shall be applicable, and not inconsistent with the provisions of this act. be filed with State. (2463.) SEC. 3. Such articles of association shall not be filed in when articles to the office of the Secretary of State until ten per cent on the amount Secretary of of the stock subscribed thereto shall have been actually and in good faith paid to the directors named in such articles, nor until there 1 As amended by Act 91 of the Laws of 1871, p. 129, approved and took effect April 12, Certified copy of articles and affidavit to be evidence. Board of directors to manage affairs, their number, etc. Notice of election, etc. is indorsed thereon or annexed thereto an affidavit by at least two of the directors, that the amount of the capital stock required by the first section of this act has been subscribed, and that ten per cent on the amount has been actually paid in; and no stockholder shall be entitled to vote for directors of any company of which he may be a member, or for any other purpose, unless all assessments due on his stock shall be paid before such election. (2464.) SEC. 4. A copy of any articles of association, filed in pursuance of this act, with a copy of the affidavit aforesaid indorsed thereon or annexed thereto, and certified by the Secretary of State to be a true copy, and of the whole of such articles of association, and of the affidavit indorsed thereon or affixed thereto, shall be, in all courts and places, presumptive evidence of the incorporation of such company, and of the facts therein stated. (2465.) SEC. 5. The business and property of such company shall be managed and directed by a board of not less than three nor more than seven directors, who, after the first year, shall be elected annually, or once in two years, as the by-laws of said company shall direct, and at such time and place as said by-laws may direct; and public notice shall be given of the time and place of holding such election, not less than twenty days previous thereto in such manner as the by-laws of such company may direct. The election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy. All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he shall own shares of stock, and the persons having the greatest number of votes shall be directors. Whenever any vacancy Vacancy; how shall happen in the board of directors, such vacancy shall be filled for the remainder of their term by the remaining directors. The Terms and qual- directors shall hold their offices for one or two years, as said by-laws may direct, and until others are elected in their places, and no person shall be a director unless he is a stockholder in said company. filled. ification of rectors. Election in cer tain cases, when beld. Majority of di (2466.) SEC. 6. In case it shall happen that an election for directors shall not be held as provided, the said corporation shall not be for that reason dissolved; but such election shall be held on some future day, to be fixed by the directors holding over, upon giving the notice therefor, as in this act provided; and all acts of the directors shall be binding upon such corporation. (2467.) SEC. 7. A majority of the directors shall be a board for rectors quorum. the transaction of business, and the acts of a majority of the board shall bind the corporation. treasurer to be of officers. (2468.) SEC..8. The directors, at their first meeting after their President and election, shall choose by ballot one of their number as president elected. and one as treasurer, and they shall supply any vacancy in the office of president or treasurer, whenever the same shall occur. (2469.) SEC. 9. The president and directors shall have power to Powers of board make and prescribe such by-laws, rules, and regulations, respecting the transfer of stocks, and the management and control of the property and affairs of such corporation, as they may deem best, not inconsistent with the laws of the United States or of this State, and shall have power to appoint and employ officers, clerks, agents, and servants, for conducting and carrying on the business of such incorporation, and determine their duties, and salaries and wages to be paid to them. pur lands for the pur pose of surveying line of road, rail- etc. How damages for right of way, etc., ascertained (2470.) SEC. 10. It shall be lawful for such company, their offi- May enter upon cers, engineers, and agents, to enter upon any lands for the pose of exploring, surveying, and locating the route of such way, doing thereto no unnecessary damage, and paying any damage that may accrue; nor shall such company locate such road through any orchard or garden without the consent of the owner thereof, nor through any buildings or erections for the purpose of trade or manufacture, without permission from the owner or owners; and when the said route shall be determined by said company, width of road. it shall be lawful for their officers, agents, engineers, contractors, and servants, to enter upon, take possession of, and use such lands, to the width of one hundred feet, as said company may have purchased, or obtained from the owners and occupants the right to use; and also to enter upon, take, and use any other lands which may be necessary for the purpose of constructing and maintaining thereon such railway, toll-houses, gates, fixtures, and appurtenances, the necessity for taking such lands for such purposes, and the damages to be paid therefor, being first ascertained, and such damages paid, as provided in sections thirteen, fourteen, fifteen, sixteen, seventeen, eighteen, nineteen, twenty, twenty-one, twentytwo, twenty-three, twenty-four, twenty-five, twenty-six, and twentyseven of an act entitled "An act to provide for the formation of companies to construct plank roads," approved April eighth, eighteen hundred and fifty-one. If, at any time after the location Provision for and use of the track of any railway company organized under the and taking land provisions of this act, it shall appear to the directors of said company that the line, in some parts thereof, may be improved, it shall be lawful for said directors from time to time to alter the line, and when a new line is adopted, to take possession of the lands and paid. changing line for new line. |