do business on such increased capital stock until the President and Directors shall have made proof to the satisfaction of said County Court of Cass county, that the per cent. on such increased stock has been paid to the Secrttary of the company, and that the residue of the subscriptions to such increased stock have been secured to be paid in the manner as in this section provided, in relation to the first one hundred thousand dollars of stock subscriptions, and said County Court shall have given a certificate thereof to said President and Directors.

SEC. 8. That the President and Directors of said corporation shall have power to fix the places and modes of transfer of certificates of stock, as well as the payment of interest and dividends. That a majority of the Board of Directors shall constitute a quorum for the transaction of business, and that said Board-of Directors shall also have power to pass such by-laws as may be necessary to carry this act into effect, to delegate authority to such officer or person as they may deem proper, and to execute or authorize the execution of all such bargains and contracts as may seem to them best for the interest of the

ration.

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SEC. 9. That the said corpo.ation shall be responsible to the extent of its property, and the stockholders to the extent of the amount of their respective stock not paid up. In case the company shall fail, refuse or be unable to pay any judgment which may be recovered against the same, the person or persons or corporation interested in said judgment, shall have a right of action against each stockholder thereof, and his, her or their securities on the notes required to be given by the 7th section of this act, until such judgment or judgments are satisfied. And the officers of the company shall, during the month of January of each year, cause a full and accurate statemert of the affairs of the company to be made out and published at least one week in some newspaper published in said town of Jefferson, which statement shall be signed and sworn to by the President of the Company.

SEC. 11. That this charter and all the privileges and powers herein granted shall continue in force and effect for the full term of twenty years from the passage of this act, and that the property, funds and business transactions of the corporation shall be subject to the same rate of taxation by law imposed on the property and similar transactions of individuals.

SEC. 11. That it shall not be lawful for any person to subscribe for and hold by means of said subscription more than one-tenth part of the cpaital stock of said corporation.

SEC. 12. That this act be in force from and after its pas

AN ACT to incorporate the Houston, Trinity aud Tyler Railroad Company.

SECTION 1. Be it enacted by the Legislature of the State of Texas, "That a corporation and body politic be, and the same is hereby created to consist of the President, Directors and Stockholders of an association to be styled the Houston Trinity and Tyler Railroad Company, and William J. Hutchings, T. W. House, C. Ennis, A. Groosbeck, Alexander McGowan, William H. King, Henry Watkins, S. R. Smith, B. T. Selman, B. L. Goodman, Asa Holt, Elam Swan, Thomas Smith, Bede Johnson, Peter J. Willis, William M. Taylor, A. E. McClure, B. J. Terry, John Speak, Daniel Cole, J. C. Kuhn, E. B. Nichols, Julius Kaufman, A. F. James. J. C. Smith, George Ball; Robert Mills, James Sorley, J. S. Collard, A. U. Wright, and W. H. Hart, be, and they are hereby appointed Commissioners to organize said Company, and said Company shall have power in their corporate capacity under the name and style of the Houston Trinity and Tyler Railroad Company, to have succession and a common seal, to make contracts, to sue, and be sued, to plead and be impleaded, to grant and receive, to make by-laws, and generally to do and perform all such acts and things proper and necessary to be done, to carry into effect the objects and consummate the ends of this Incorporation, and the maintenance of the rights accruing under or connected with it, if not inconsistent with the laws of this State."

SEC. 2. That said corporation is hereby invested with the right to locate, construct, own and maintain a railway, commencing at or near the city of Houston, in the county of Harris, and running thence northwardly by the nearest and most eligible route, to the town of Tyler in Smyth county, thence to Texarcana in Bowie county, via. Gilmer, in Upshur county, and Jefferson in Cass county.

SEC. 3. Said company shall connect its road at or near the

city of Houston, with the railway of the Galveston, Houston and Henderson Railroad Company, and shall commence the construetion of its road at such point of connection. And said Company is hereby authorized to purchase the railway and right of way of said Galveston, Houston and Henderson Railroad Company, from the city of Houston to the city of Galveston, in case it can hereafter do so at private sale. such purchase shall be made by said Company, then this charter shall, immediately upon the happening of such an event, extend over such road-bed and right of way, so purchased, as fully and completely and to the same extent, as though this charter were now granted over the same, and said portion of railroad had been built by sai 1 Company under the provisions of this charter, and thereupon said portion of the railway so purchased, shall become and continue a portion of the railway of said company.

SEC 4. That the capital stock of said Company shall be five millions of dollars, divided into shares of one hundred dollars each, and each shall entitle the owner thereof to one vote in person or by written proxy at all meetings of the stockholders; and the shares shall be deemed personal property, and shall be transferred only on the book of the company by the person owning the same or by his legally constituted agent or attorney; such stock shall be at all times holden by the company for any dues from the owner thereof to the company, or for any sums that may thereafter become due on any contract made with such company prior to such transfer.

SEC. 5. That the Commissioners named in the first section of this act, or a majority of them shall, so soon as convenient, cause books to be opened for subscription to the capital stock of said company in the towns of Houston, Montgomery, Huntsville, Crockett and Tyler, which books shall be kept open, for such time as said Cominissioners may direct, and until two hundred and fifty thousand dollars of the capital stock may be subscribed. Due notice shall be given of the opening of said books by the company, by publication in two or more newspapers published in the vicinity of the line of said road. And when said two hundred and fifty thousand dollars of the capital stock may be subscribed, the Commissioners shall cause a meeting of the subscribers to organize said company, as hereinafter directed; and any agreement in writing by which any person shall become a subscriber to the capital stock of said company, may be enforced against him according to its terms; and if any person fails to pay the amount due by him to said company for shares

in said capital stock, according to the terms of his subscription after the organization of said company, the Directors or their duly authorized agents, may sell at auction after thirty days notice, and transfer to the purchaser, the shares of the delinquent, and if the proceeds of the sale shall not be sufficient to pay the amount then due on said subscription, with interest and charges, said delinquent subscriber shall be held liable to the company for the deficiency due on such subscription, and if the proceeds of any such sale should exceed the amount so due, with interest and charges, said delinquent shall be entitled to the surplus.

SEC. 6. The immediate government and direction of the affairs of said Company, shall be vested in a board of not more than eleven Directors, who shall elect one of their number President of said Company. No person shall be eligible to the office of Director unless he be owner of at least ten shares of the stock of said Company. The Directors shall be elected annually by the stockholders of said Company; each being entitled to one vote for every share he may own. The first election to take place within one year of the passage of this act, at such time and place as the persons named in the first section of this act, or a majority of them, may determine; provided, however, it may be within the State of Texas, and provided further, that at least two-thirds of said Directory shall be citizens of the State of Texas; and should a vacancy occur in said Directors, by death, resignation or otherwise, the vacancy or vacancies may be filled by the residue of said Directors for the unexpired term; and, should the stockholders for any cause, fail to hold an election at any regular period, those in office shall continue Directors until a regular election. It shall be the duty of the Directors to appoint a Secretary and a Treasurer to prescribe the duties, and require of them bonds for the faithful discharge of the same. They shall keep or cause to be kept a record of all their proceedings, and an account of the receipts and expend itures of said Company, and all such other books necessary and proper to be kept by said Company, and shall be open at all reasonable hours for the inspection of any person interested in said Company. A majority of the Board of Directors shall have authority of a full Board, all the conveyances and contracts in writing executed by the President and countersigned by the Directors, shall be valid and binding, if made under authority of this act. Said Company shall keep their office on the line of said road, and report annually to the Governor of the State, the

condition of said Company, under the oath of the President, Secretary and Engineer of the same.

SEC. 7. That no debts or liabilities contracted, or losses sustained by said Company, shall be binding individually upon the stockholders for any sum exceeding the amount of their respective shares.

SEC. 8. There is hereby granted to said Company, the right of way over any of the public lands, roads or highways necessary for the construction of said road, and said Company may purchase or otherwise obtain from the owners, the right of way over lands through which the road may run, as well as all lands necessary for the construction of depots and other necessary buildings. And in case said Company cannot obtain such right of way, and lands by agreement with the parties holding and owning the same, they shall pay therefor such compensation as shall be determined upon in the manner provided in the following section provided, that the land so taken for the road-hed shall not exceed two hundred feet in width, and for depots and other buildings, such further width as may be necessary for such other proceedings.

SEC. 9. That any person, when land has been taken as aforesaid without agreement, or satisfactory compensation, may apply to the District Court of the county in which said land lies, for the appointment of Commissioners to assess the value thereof, and said Court shall thereupon appoint three disinterested freeholders of said county, whose duty it shall be to appoint a time and place to hear the applicant and Company, and give them reasonable notice of said time and place, and after being duly sworn and hearing the parties, shall determine the amount of compensation, if any, to which the applicant may be entitled and make a return thereof of their award to the next succeeding term of said Court. If said award is not rejected by said court for sufficient cause, then shown, by one of the parties, it shall be entered as the judgment of the court and the use of said land condemned for the benefit of said Company. In determining the question of compensation, said Commissioners shall be gov erned by the actual value of the land at the time it was taken, and the benefit or injury done to the other lands and property of the owner, by the establishment of said railway, and if the amount of compensation awarded by said Commissioners shall not exceed the amount offered by said, company prior to said application to the court, the applicant shall pay the cost of the proceedings, otherwise the company shall pay the same;