Capital stock. Proviso. Organization. Not liable to assessment. SEC. 7. The capital stock of said corporation shall be such a total sum as the stockholders at a general meeting may determine, and shall be divided into shares of one hundred dollars ($100) each: Provided, that such capital stock shall not be less than twenty-five thousand dollars ($25,000) nor exceed one million dollars ($1,000,000), and said corporation shall have the authority to organize and transact business whenever twenty-five thousand dollars ($25,000) of its capital stock is subscribed for and paid up in any kind of property hereinafter mentioned, or when property to the amount of twenty-five thousand ($25,000) shall have been purchased for the purposes of said Issuance of stock. corporation. The certificates for the shares of stock shall be issued only when fully paid for, and shall not thereafter be liable to assessments for any purpose whatsoever. The shares of stock shall be Transfer of stock. deemed personal property and be transferable upon the books of said corporation in the method provided in and by law made in that behalf, and such certificates of shares of stock may be issued and granted for money or in payment of lands, materials, services, labor, work, buildings, machinery, easements, ways, and all other kinds of real and personal property, and at such a rate, upon such terms as said corporation by its board of directors may deem fit and best and may agree upon. The capital stock may be increased from time to time to such an amount as may be deemed proper until the limit of one million of dollars is reached, and may also be retired or decreased as the stockholders may deem proper. Subscriptions, how made. Increase of capital stock. Non-liability of stockholders for SEC. 8. That the directors, corporators and stockholders of said corporate debts. corporation, their successors and assigns, shall not be individually or personally liable for the acts, debts, liabilities, contracts, engagements, defaults, omissions, or torts of the corporation, or for any claims, payment, loss or injury, transaction, matter or thing whatsoever relating to or connected with the company, and no stockholder shall be liable for the payment of more stock than he has subscribed for. Place of business. Officers. Books of subscription. Organization. SEC. 9 That the principal place of business shall be situated at the Gordon Mills on Reddie's river in the county of Wilkes, state of North Carolina, with post-office for the present at North Wilkesboro; but said corporation shall have the right to hold its annual or other meetings at such other places in North Carolina as may be deemed most convenient by the stockholders of said corporation. SEC. 10. The affairs of the said corporaton shall be managed by a president, vice-president and secretary, who may also act as treasurer, said officers to be elected by the stockholders; and shall have power forthwith to open stock books and procure subscription of stock in the said corporation, when and as soon as shares to the amount of twenty-five thousand dollars ($25,000) in the capital stock of the corporation have been subscribed. When and as soon as twenty-five thousand dollars ($25,000) in the capital stock of said corporation have been subscribed, the shareholders may proceed to call a general meeting for the purpose of organizing the said corporation, electing directors, etc., giving at least ten days previous notice by circulars to the subscribers of stock of time and place and purpose of said meeting. At such general meeting the shareholders may choose not more than Directors. seven or less than three persons who shall act as directors, one of whom must be a citizen and resident of the state of North Carolina, and a majority of whom shall be and constitute a quorum. The uorum. directors shall be elected annually by ballot at a regular meeting of the stockholders, and shall act under such by-laws and regulations as the corporation may from time to time adopt, and shall hold office until their successors are elected. No person shall be a director of the corporation unless he or she is the owner and holder in his or her own right of at least five shares in the stock of the corporation. Thereafter the regular general meeting of the stockholders of the Stockholders corporation for the transaction of business, election of directors and meetings. other general purposes, shall be held once in each and every year at such a place and on such a day and upon such notice as may be provided for in the by-laws of the corporation. At all meetings of the Stock-vote. stockholders of the corporation every stockholder shall be entitled to as many votes as he or she owns shares in the corporation, and may constitute another shareholder his or her proxy to vote for him or her by an instrument of writing to that effect. At all meetings of the Quorum. stockholders a majority of the stock subscribed for and paid in shall be necessary to constitute a quorum for the transaction of business and election of directors. The stockholders of the corporation shall By-laws. have full power to make all by-laws and rules and regulations for their own government and for the transaction of business: Provided, Proviso. that said by-laws, rules and regulations shall not be in conflict with the constitutional laws of this state or of the United States. For the adoption and amendment of by-laws and regulations a two-thirds vote of the capital stock which has been subscribed for and paid in will be required, but the number of shares to constitute a quorum for any purpose may be changed at any regular general meeting of the stockholders after notice given by resolution of the previous regular general meeting. The president or stockholders owning and holding at Special meetings. least a fourth part of the capital stock of the corporation shall at all times have the right to call meetings for general or special purposes, to be specified in a written requisition to that effect, and upon giving twenty days notice to each stockholder by circular or by twenty days advertisement in some newspaper published in Wilkes county of the time and place of holding said meeting. tors. SEC. 11. The board of directors shall hold their meeting in such Powers of direcmanner and at such times as the by-laws may direct, and shall have full power to administer the affairs of the corporation and to make or cause to be made for the corporation any description of contract Officers. Vacancies. Corporation not dissolved by failure to elect directors. Bonds of officers. Removal of president and direc tors. Dividends. Transfer of stock. Corporation not bound to execute trusts in respect to stock, &c. which the corporation may by law enter into and which is not other- SEC. 12. The board of directors of the corporation may require of SEC. 13. The stockholders in any meeting called in pursuance to the provisions of this act may remove the president or any or all of the directors or officers of the corporation, in case the interest of the corporation demands such removal. SEC. 14. The directors of the corporation shall not declare or pay any dividend when the corporation is insolvent, or any dividend the payment of which renders the corporation insolvent or diminishes the capital stock thereof. SEC. 15. No transfer of stock, unless made by sale under execution, shall be valid for any purpose whatsoever save only as exhibiting the rights of the parties thereto towards each other, and as rendering the transferer liable ad interim jointly and severally with the transferee to the corporation until the entry thereof has been duly made in such book or books as the directors shall provide for that purpose. The corporation shall not be bound to see to the execution of any trust, whether expressed, or implied, or constructive, in any respect of any share, and the receipt of the shareholder in whose name the same stands in the books of the corporation shall be a valid and binding discharge to the corporation for any dividend or money payable in respect of such share whether or not notice of such trust has been given to the corporation, and the corporation shall not be bound to see to the application of the money paid upon such receipt. Every executor, administrator, tutor, curator, guardian or trustee shall represent the stock in his hands at all meetings of the corporation, and may vote accordingly as a shareholder, and every person who pledges his stock may nevertheless represent the same at all such meetings Transfer of stock. and may vote accordingly as a shareholder. The capital stock may be transferred in such manner and form as may be provided by the Stock representation by fiduciaries. by-laws, and shall be evidenced by certificates to be issued in accordance with the said by-laws; and when any stockholder shall have transferred his stock in this corporation in the manner above provided for he shall cease to be a member and stockholder in the corporation, and the purchaser of said stock shall be entitled to all the rights and privileges and be subject to all liabilities of the former owner of said stock as a stockholder. SEC. 16. That this corporation may change its name and adopt any Change of name. other which the board of directors may select, at any time after giv ing six months publication in some newspaper published in Wilkes county, and under, that name enjoy all the powers herein conferred upon the above named incorporation. SEC. 17. That said corporation shall have five years time in which Within what time work to to begin to run and operate all or any of the works herein mentioned, begin, &c. turnpikes, tramways, water-mains, street car lines, electric lights, telephone lines, etc. SEC. 18. That this act shall be in force from and after its ratification. CHAPTER 312. An act to incorporate the Tarboro Street Railway Company. The General Assembly of North Carolina do enact : SECTION 1. That W. S. Clark, T. H. Gatlin, George Howard, junior, Incorporators. Paul Jones, John L. Bridgers, Julian M. Baker, M. L. Hussay, C. B. Mehegan, H. Morris and George B. Wright, and their associates and successors, be and they are hereby created a body politic and cor porate under the name and style of "The Tarboro Street Railway Corporate name. Company," and by that name may sue and be sued, plead and be impleaded, and be capable of purchasing, holding, buying, selling, Corporate powleasing and conveying real and personal property, with all the rights ers. and powers to corporations in chapter forty-nine of volume one of The Code of North Carolina, or as are granted to any and all street railway companies in this state, and in particular that of condemning, using and appropriating lands for railway purposes, and as such corporation they may have a common seal, which they [may] break or alter at pleasure. SEC. 2. That the capital stock of said company shall be ten thou- Capital stock. sand dollars, with liberty to increase the same at any time or from time to time to any sum not to exceed one hundred thousand dollars, May borrow money, &c. Authorized to construct street railways, &c., in Tarboro. By-laws. Officers, &c. Proviso. Misdemeanor to injure, &c., railway, &c. Misdemeanor to at &c. as a majority of the stockholders may determine; and the said com. pany shall have the right to borrow money, to make, dispose of and negotiate its promissory notes, drafts or bonds, and to mortgage its property, franchises and effects to secure their payment. SEC. 3. The said company is hereby authorized to make, construct and equip, maintain, conduct and operate lines of street railways with one or more tracks and all necessary side tracks and switches, turnouts and branches, using such motive power on said lines as the [board] of directors may select, with liberty to change the same in whole or in part at any time, through, along and over and under the streets of the town of Tarboro and to points within the vicinity of said town, and to erect such depots, stables, offices, engine-houses, sheds, shops, and other necessary buildings as the board of directors may desire; and to demand and receive such sums of money for the carriage of passengers as the board of directors may think proper and such compensation for the transportation of freight and parcels, if the directors shall see fit to carry the same, as they may fix, and to alter said rates at pleasure; and shall have the power and authority to eject from any cars, carriages or coaches of said railroad any person or persons who do not pay their fare upon demand by the conductor or other person in charge of said car, carriage or coach, or who do not pay according to the rules and regulations of said company. SEC. 4. That the board of directors of said company may make any and all by-laws, rules and regulations for the government of said company as they may think proper, and elect such officers and employees as they may think necessary, and fix their terms and salaries: Provided, the same be not inconsistent with the constitution and laws of this state and the United States. SEC. 5. That any person who shall deface, injure, destroy, remove or obstruct said railway or any part thereof, or any of the cars, trains, coaches or carriages thereof, or any of the fixtures, property or machinery thereof, or its structures or appliances thereof of any kind shall be guilty of a misdemeanor, and fined or imprisoned within the discretion of the superior court. SEC. 6. That any person or persons who shall cast, throw, shoot, throw,&c. stones, propel, or project, or in any wise put in motion any stone, rock, shot, pellet or other missile of any kind or nature at, against, or into any car, carriage, coach or train upon said railroad, whether the same be in motion or at rest, with intent to injure any such car, carriage, coach or train, or any person or persons therein or thereon, or any horse or other animal attached thereto or connected therewith, shall be guilty of a misdemeanor, and fined or imprisoned within the discretion of the superior court. Powers of conductors, &c. SEC. 7. The conductors, drivers and other agents and servants of said company, while in the active service of said company or in the |