Names of directors.

road.

mated by competent engineers; the names and number of the directors to manage the affairs of the company, who shall hold there office until others are elected, as shall be Termini of provided by the by-laws of the company; the place from and to which the proposed road is to be constructed, and the counties into and through which it is intended to pass, and its length, as near as may be. Each subscriber to such articles of association shall personally subscribe thereto his name, place of residence, and the number of shares of stock taken by him in such company; provided, that in case a person desirous of becoming a subscriber, but compelled to be absent from the State at the time of subscribing to such articles of association, he having duly paid the ten per cent. required by law upon his subscription, may sign the same by written proxy or power of attorney, to that effect; and there shall be indorsed or attached to the said articles so subscribed an affidavit, made by any three of the directors named therein, setting forth in substance that said amount of stock has been subscribed, and that ten per cent. in cash thereon has actually and in good faith been paid in as afore'said, and that the subscribers to said articles are all known by one or the other of the said three directors to be subscribers thereto, and to be the persons so represented.

Affidavit

of three directors.

Articles to be filed.

Corporate powers.

SEC. 3. Articles of association formed in pursuance of the provisions of the foregoing sections shall be filed in the office of the Secretary of State; and thereupon the persons who have or may subscribe the same, and all persons who may, from time to time, become stockholders in such company, shall be a body politic and corporate, by the name stated in such articles of association, and shall be capable in law to make all contracts, acquire real and personal property, purchase, hold, convey, any and all real and personal property whatever necessary for the construction, completion, and maintenance of such railroad, and for the erection of all necessary buildings and yards, or places and appurtenances for the use of the same; and be capable of suing and being sued, and have a common or corporate seal, and make and alter the same at pleasure, and generally to possess all the powers and privileges for the purpose of carrying on the business of the corporation that private individuals and Certified natural persons now enjoy. A copy of any articles of assoevidence. ciation filed in pursuance of this Act, and certified to be a

Corporate seal.

copy

copy by the Secretary of State or his deputy, shall in all Courts and places be presumptive evidence of the incorporation of such company, and of the facts stated therein; and such a copy so certified shall be kept in the office of the Kept in Secretary of the corporation, subject to examination during company. office hours by any person.

office of

organize as

officers.

officers.

SEC. 4. The directors named in the articles of association Directors to shall meet and organize as a Board immediately after their Board. election, or within five days after having received notice of such election, given by the Treasurer named and designated in the first section of this Act; and at the first meeting of the Board, after each annual election of directors, they shall Election of elect from among their number a President and a Treasurer; they shall also elect a Secretary, who, and their successors in office, shall be officers of the company, and shall hold their respective offices until their successors have been duly elected and qualified. The Secretary and the Treasurer, before they enter upon the discharge of their duties, shall each give a Bonds of bond, with sufficient surety, for the faithful performance of their respective duties, to be approved by the Board of Directors. The temporary Treasurer required by the first section of this Act shall pay over all moneys received by him as such Treasurer to the Treasurer elected by the Board of Directors, so soon as the latter has been qualified. The said Board of Directors, and every succeeding Board, when deemed necessary, shall open books of subscription to the opening of capital stock of the company, at such times and in such places, upon such terms, and authorize such persons to receive and superintend the taking of such subscriptions as they may direct, due notice of which shall be given; but no Stock to be subscription of stock, except the original subscription, shall Board. be binding on the company, or parties so subscribing, until the same shall have been accepted and approved by a resolution of the Board. In case a greater amount of acceptable stock shall be subscribed than the whole capital required by such company, the Board of Directors shall distribute such Distribution capital stock so subscribed as equally as possible among the subscribers; but no share thereof shall be divided in making such distribution, nor shall a greater number of shares be allotted to any one subscriber than by him subscribed

for.

SEC. 5. There shall be, after the first election of direct

stock books.

approved by

of stock.

Meetings of stockhold

ers.

Notice.

How published.

directors.

ors, as prescribed in the first section of this Act, annual meetings of the stockholders, held at the principal place of business of said company, for the election of directors, to serve for the ensuing year, notice of which, appointing a time, shall be given for the first annual election, and every subsequent election thereafter, as prescribed by the by-laws of the company, or by a resolution of the Board of Directors, which notice shall be published not less than twenty days previous thereto, in a newspaper published in each county through or into which such road shall pass or be intended to run (if there be stockholders residing therein), in which a newspaper shall be published; and if no newspaper is published therein, then by six written or printed notices, put Election of up in the most public places in said county. Directors shall be elected from time to time, as a majority of the whole stock shall determine, or as the by-laws shall designate, as may be determined in the formation of articles of association, in pursuance of the provisions of the first and second sections of this Act, shall be chosen at such meetings of By ballot. stockholders, by ballot and by a majority of the votes of the stockholders, being present in person or by written proxy; and every such stockholder, being so present either in person or by proxy at any election for directors, shall be entitled to give one vote for every share of stock which he may have owned for ten days next preceding said elections; but no stockholder shall vote at any such election upon any stock except such as he shall have owned for ten days. No person shall be a director unless he shall be a stockholder, owning stock absolutely in his own right, and qualified to vote for directors at the election at which he may be chosen. The directors shall hold their office for one year, and until others are elected in their places. At least a majority of the directors shall, at the time of their election, be residents of the State. (Amendment approved April 1, 1870.)

Voters.

Qualifications of directors.

Term of office.

Special

meetings of stock hold

ers.

Notice of.

Objects

stated.

SEC. 6. Meetings of stockholders may be called at any time during the interval between the annual meetings, by the directors, or by any number of stockholders owning not less than one-third of the stock, by giving thirty days' public notice of the time and place of the meetings in the manner provided in the next preceding section for the annual meetings; and when any such meeting is called by the stockholders, the particular object of such meeting shall be stated in

present,

such notice, and no other business shall be transacted at such meeting when so called by the stockholders as aforesaid, except such as shall be so stated in such notice; and if at any such meeting thus called a majority in value of the Majority stockholders are not represented in person or by written proxy, such meetings shall be adjourned from day to day, not exceeding three days, without transacting any business; and if within said three days stockholders having at least a Adjourn majority in interest of the stock do not attend and participate in such meeting, then the meeting shall be dissolved. In case the capital stock shall be ascertained to be greater or Capital stock less than is necessary for completing, operating, and main- reduced or taining the road, then the capital stock may be reduced or increased by a vote of the holders of a majority of the capital stock, to the amount thus required. (Amendment approved April 27, 1863.)

ment.

may be

increased.

officers by

ers.

SEC. 7. At all general meetings of the stockholders, two- Removal of thirds in value of the stockholders of the company being stockhold present in person or by proxy, may remove any President or any director of such company, and elect others in their stead; provided, notice of such intended removal shall have been given as required in the two last preceding sections.

election of

dent.

SEC. 8. In case it shall happen at any time that an elec- Delay in tion of directors shall not be made on the day designated by directors. the by-laws of the company, when it ought to have been made, the company, for that reason, shall not be dissolved, if within ninety days thereafter they shall hold an election for directors in such manner as shall be provided by the bylaws of the company. There shall also be a Vice-President Vice-Presi of the company, should the directors deem it necessary, to be chosen from the Board; and also such subordinate officers Subordinate as the company, by its by-laws, may designate, who need not necessarily be stockholders. The said officers shall be chosen at such times and for such terms, and the directors may fix Compensa the compensation of each, and they shall give such security securities of. for the faithful performance of the duties of their respective offices as the directors shall require, or as may be established by the by-laws of the company; and any such officers may be removed from office by the Board of Directors, and the vacancy filled by said Board for the remainder of the term

officers.

tion and

of office; and the directors of such company shall also have Vacancies.

Powers of directors.

By-laws.

power to fill all vacancies in their own body, and of all officers of the company occasioned by death, resignation, or any other cause whatever.

SEC. 9. The directors of any railroad company heretofore incorporated, or which may be incorporated hereafter, from and after its incorporation or organization in pursuance of the provisions of this Act, or of any law now in force in this State, shall, for and on behalf of such company, manage the affairs thereof, make and execute contracts of whatsoever nature or kind, fully and completely to carry out the objects and purposes of such corporation in such way and manner as they may think proper, and exercise generally the corporate powers of such company. And such directors shall also have full power to make such by-laws as they may think proper, and alter the same from time to time, for the transfer of the stock and the management of the property and business of the company, of every description whatsoever, within the objects and purposes of such company, and for prescribing the duties of officers, artificers, and employés of said company, and for the appointment of all officers and all else that by them may be deemed needful and proper within the scope and power of said company; provided, that such bylaws shall not be inconsistent or in conflict with the laws of Stockhold this State, or with the articles of association; provided, that such by-laws shall be approved by a majority of the stockholders, and shall not be inconsistent or in conflict with the laws of this State, or with the articles of association. (Amendment approved April 27, 1863.)

ers to approve.

Record of debts.

Open to inspection.

Duties of Secretary.

SEC. 10. The directors shall also cause to be kept a book to be called "Record of Corporation Debts," in which the Secretary shall record all contracts of the directors, and a succinct statement of the debts of the company, the amount thereof, and with whom made; which book shall at all times be open to the inspection of any stockholder or party in interest. When any contract or debt shall be paid or discharged, the Secretary shall make a memorandum thereof in the margin or in some convenient place in the record. where the same is recorded. (Amendment approved March 20, 1866.)

SEC. 11. The Secretary of the corporation who may be elected by the directors named in the articles of association, and every succeeding Secretary elected during the continu