Record of or. sary for governing and promoting the welfare and interest of said society. SEC. 4. Said society shall keep a full and complete record dinances, &c. of all ordinances, bye-laws, rules, and regulations made by to be kept. them, and of the names of all members and officers, and of all their proceedings, which record shall be always free to the inspection of the members, and shall be received in all courts as competent evidence of all facts therein stated. SEC. 5. This act may be amended, altered, or repealed, at any time, by the legislature of Wisconsin. WILLIAM SHEW, Speaker of the House of Representatives. APPROVED February 11, 1847. HENRY DODGE.. President of the Council. Commissioners of company to open books. AN ACT To incorporate the Milwaukee and Waukesha Be it enacted by the Council and House of Representatives of the Territory of Wisconsin : SECTION 1. That William A. Barstow, Norman Clinton, Alexander W. Randall, and Alexander F. Picett, of Waukesha county, and Paraclete Potter, Daniel Wells, Edward D. Holton, Byron Kilbourn, and Lemuel W. Weeks, of Milwaukee county, be and they are hereby appointed commissioners, under the direction of a majority of whom subscriptions may be received to the capital stock of the Milwaukee and Wauke sha Rail Road Company, hereby incorporated; and they may cause books to be opened at such times and places as they shall direct, for the purpose of receiving subscriptions to the capital stock of said company, first giving sixty days notice of the times and places of taking such subscriptions, by publishing the same weekly in a public newspaper printed in " the county of Waukesha, and also in two printed in the county of Milwaukee. stock. SEC. 2. That the capital stock of said company shall be Capital one hundred thousand dollars, in shares of one hundred dollars each; and as soon as one thousand shares of stock shall be subscribed, and five dollars on each share actually paid in, and a statement shall be deposited with the treasurer of the county of Milwaukee, authenticated by the oath of the secretary, and two or more of said commissioners, that such subscriptions and payments have been in good faith made, the subscribers of such stock, with such other persons as shall associate with them for that purpose, their successors and assigns, shall be, and they are hereby declared and created a body corporate and politic, by the name and style of "Milwaukee and Waukesha Rail Road Company," with Name and style of the perpetual succession; and by that name shall have all the corporation. privileges, franchises, and immunities incident to a corporation; they shall be capable in law of purchasing, holding, selling, leasing, and conveying estate, either real, personal, or mixed, so far as the same may be necessary for the purposes hereinafter mentioned, and no further; and in their corporate name may sue and be sued; may have a common powers. seal, which they may alter and renew at pleasure; and generally may do all and singular the matters and things which to them it shall lawfully appertain to do for the well being of the said corporation. General tors. SEC. 3. That the said commissioners, or a majority of Of the elec them, after the said one thousand shares of stock shall have tion of direc. been subscribed, as aforesaid, shall give at least thirty days notice in the newspapers [hereinbefore] mentioned, of the time and place by them appointed for the subscribers or stockholders to meet for the purpose of electing nine directors; and annually thereafter the said stockholders shall meet on Proviso. Affairs how managed. Proviso, directors and of officers. : the first Monday in July, for the purpose of electing directors as aforesaid, upon a like previous notice to be given by the directors for the time being, in such newspapers as they may deem advisable 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 elec-. tion, the directors of the preceding year shall continue to act, and that this charter shall not be avoided by reason of the irregularity or want of such election: And provided also, that in case of a vacancy from the death or resignation of any director, his place shall be filled by the board of directors. SEC. 4. The affairs of the said corporation shall be managed by a board of nine directors, who shall be chosen annually, by ballot, on the days hereinbefore prescribed; by the stock-. holders of said company, the votes to be delivered in person, or by proxy duly authorized; which directors shall appoint. one of their own number to be president, and shall respectively serve for one year, or until other directors be elected; they shall have power to make and establish such bye-laws, rules, orders, and regulations, not inconsistent with the constitution and laws of the United States, or of the state or territory of Wisconsin, as may be necessary for the well ordering of the affairs of said company: Provided, that none but stockholders shall be eligible to be elected directors, and that at every such election, and in all other cases upon which stockholders shall be called upon to vote, each share of stock shall be entitled to one vote; and also, that in all cases of elections for directors, the nine stockholders having the greatest number of votes shall be declared duly elected. Meeting of SEC. 5. The said directors shall meet at such times and appointment places, and be convened in such manner, as they may hereafter decide upon. 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; shall fix their compensation, and may demand adequate security for the performance Powers of of their respective trusts. They shall have full power to de- directors. cide the time and manner and proportions in which the said stockholders shall pay the money due on their respective shares, and to forfeit to the use of the company the share or shares of every person or persons failing to pay any instalment so required, at a reasonable period, not less than thirty days after the time by them appointed for the payment thereof; to regulate tolls; to make such covenants, contracts, and agreements, with any person, copartnership, 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: Provided, that no instalment called in at any one time shall exceed twenty dollars per share, and that no instalment shall be called by the directors without giving at least sixty days notice thereof in the newspapers herein before mentioned. be issued. SEC. 6. The directors chosen as aforesaid shall issue a Certificates of stock to certificate to each stockholder for the number of shares he or she shall subscribe for or hold in the said corporation, signed by the president, countersigned by the secretary, and sealed with the common seal; subject, however, to all the payments due and to grow due thereon; which stock shall be transferable in person, or by attorney, executors, administrators, guardians, or trustees, under such regulations as may be provided for by the bye-laws of the company. ment to be SEO. 7. At each annual meeting of the stockholders, for Annual statethe purpose of electing directors, the directors of the preced- made, and ing year shall exhibit to them a complete statement of the special meetings when affairs and proceedings of the company for such year and held. special meetings of the stockholders may be called by order of the directors, or by stockholders holding one-fourth in amount of the capital stock, on like notice as that required for annual meetings, specifying moreover the object of the meeting; but no business shall be transacted at such special Powers of corporation in construction of road. When road to be built. meetings unless a majority in value of the stockholders shall attend in person or by proxy. SEC. 8. The said company shall have power to locate and construct a single or double track rail road, from such eligible point in the city of Milwaukee to such eligible point in the village of Prairieville, Waukesha county, as shall be determined upon by a vote of the stockholders holding a majority of the stock of said company, and who shall be represented in person or by proxy, at a special meeting called for the purpose of fixing the location or termination of said road; and shall have power to transport, take, and carry property and persons upon the same by the power and force of steam, of animals, or of any mechanical or other power, or of any combination of them; and they shall also have power to make, construct, and erect all such side-tracks, turn-outs, and connecting tracks, and also all such ware-houses, toll-houses, machine-shops, carriages, cars, and other works and appendages as may be necessary for the convenience of said company in the use of the said rail road; and also to connect said rail road, and operate the same, with other, rail roads and branch rail roads, in the territory or state of Wisconsin. SEC. 9. If said corporation shall not within three years from the passage of this act commence the construction of said rail road, and expend twenty thousand dollars or more thereon, and shall not within five years from the passage of this act, construct, finish, and put in operation a single or double track of rail road, from the city of Milwaukee to the village of Prairieville, then the rights, privileges, and powers of the said corporation, under this act, shall be null and void. SEC. 10. It shall and may be lawful for said company, corporation their officers, engineers, and agents, to enter upon any lands in relation to for the purpose of exploring, surveying, and locating the route of said rail road, doing thereto no unnecessary damage; and when the 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, not exceeding four rods in width, along the line of said route, sub Powers of land. |