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General powers.

Llection of directors.

Election of president.

tate, 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 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.

Sec. 3. That the said commissioners, or a majority of
them, after the said 'ten thousand shares of stock shall have
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 stockhold-
ers to meet for the purpose of electing nine directors; and
annually thereafter the said stockholders shall meet on the
first Monday in July, for the purpose of electing directors as
aforesaid, upon a like previous notice to be given by the di-
rectors 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 election
the directors of the preceding year shall continue to act, and
that this charter shall not be avoided by reason of the irreg:
ularity or want of such election : And provided also, that in
case of a vacancy from the death or resignation of any direc-
tor; 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 stockholders 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

Vacancies bow filled.

Directors to make bye. Jaws.

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or territory of Wisconsin, as may be necessary for the well ordering of the affairs of said company: Provided, that none Proviso. 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.

Sec. 5. The said directors shall meet at such times and Further places, and be convened in such manner, as they may


powers of

directors, after 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 of their respective trusts. They shall have full Concerning

the payment power to decide the time and manner and proportions in of stock. which the said stockholders shall


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 Provided, that no instalment called in at

Proviso. 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 hereinbefore mentioned. 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

be issued 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

of the company :

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 pro

vided for by the bye-laws of the company. Exhibit to be Sec. 7. At each annual meeting of the stockholders for inade annu. ally.

the purpose of electing directors, the directors of the preceding year shall exhibit to them a complete statement of the affairs and proceedings of the company for such year; and

special meetings of the stockholders may be called by order Special meet- of the directors, or by stockholders holding one-fourth in ing how called. 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 meeting, unless a majority in value of the stockholders shall

attend in person or by proxy. Route of rail

Sec. 8. The said company shall have power to locate and road now

construct a single or double track rail road, from such eligidetermined.

ble point, south of township number eight on Lake Michigan, to such eligible point on the Mississippi river, in the county of Grant, 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 terl'urther pow. mination of said road; and shall have power to transport, ers of the corporation. 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 warehouses, 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. Railroad to

Sec. 9. If said corporation shall not within three years be commenc. from the passage of this act commence the construction of thrree years.

said rail road, and expend fifty thousand dollars or more thereon, and shall not within ten years from the passage of

this act, construct, furnish, and put in operation a single or double track of rail road from Lake Michigan, south of town. ship number eight, to the Mississippi river, within the county of Grant, 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 the said company, Corporation their officers, engineers, and agents, to enter upon any

may explore lands


siirvey for the purpose of exploring, surveying, and locating the route. 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, to the width of four rods; and also to take from any land adjoining said road, gravel, stone, earth, and other materials, for the purpose of constructing, repairing and maintaining such rail road, to the width of not exceeding one hundred and fifty feet at any one point, subject however to the payment of such compensation Compensaas the company may have agreed to pay therefor, or as shall and materials. be ascertained in the manner hereinafter directed and provid

used. ed, in such cases respectively: Provided, that the said cor

Proviso. poration shall not, in their corporate capacity, hold, purchase, or deal in any lands within this territory, other than the land on which said road shall run,

or which

may be actually necessary for the construction or maintenance thereof, and of the warehouses, machine shops, and other fixtures connected therewith. Sec. 11. When the said corporation cannot agree with the

Damages for owner or owners of any land, gravel, stone, or other materials land and ma

terials how laken for the purpose aforesaid, or when by reason of the le

ascertained. gal incapacity, or absence of any such owner or owners, no such agreement or purchase can be made, then, and in any such case it shall be lawful for the judge of the district court of the county in which such land, or materials are situated, on application of either party, and at the cost and charge of such corporation, to appoint three disinterested per· sons residing in said county, whose duty it shall be to view and examine, or survey said lands, or materials, with the buildings and improvements, if any thereon and to estimate,

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the value of the land, or materials so taken, or required by the said company, and all damages which the owner or own. ers thereof shall sustain, or may have sustained by reason of the taking of the same, for the construction and use of said rail road, or works appertaining thereto, taking into consideration the advantages as well as disadvantages of the same to the said owner or owners; and the person so appointed before entering upon the discharge of such duties, shall take an oath before some justice of the peace, or other person competent to administer oaths, faithfully, and according to the best of their ability, to examine the lands or materials so taken or required by said company, and impartially to estimate, and appraise the value of the same, and the damage or injury which the owner or owners thereof shall have sustained, or may sustain, by reason of the taking and using thereof by the said company, over and above all benefits and advantages, which such owner or owners shall derive from the construction of such rail road, whereupon such commissioners shall proceed to examine the premises, and estimate the value of such lands or materials, and the amount of damages, if any, over and above the benefit and advantages which may accrue to such owners, as aforesaid, and shall make a report of such valuation, in writing, under their hands and seals, to said judge, and shall return the same within thirty days after their appointment, to the clerk of the district court of the county in which they reside ; and it shall be the duty of the said clerk to file the

same, and in case no appeal shall be made within thirty days Appeals

after the filing of said report as hereinafter provided, then when allowed the said clerk shall record the same, at the expense of said

company, and judgment of the said court shall be entered thereon on motion of either party, at any term of said court : Provided, that either party may appeal to said court within thirty days after said report shall have been filed in the clerk's office, and such appeal shall be tried

in said court, and the jury empannelled to try the same, shall Trial in the find the value of the land, or materials so taken or required district court. Proriso.

by said company, and the damages which the owner or own. . ers thereof shall have sustained, or may sustain by the taking of the same, over and above the benefits which will accrue

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