Election.

Real estate.

ry such election shall be held under the inspection of five stockholders, not being directors, who shall be previously appointed by the board of directors. All elections shall be by ballot, and a plurality of the votes present shall constitute a choice. In case an equal number of votes for any two or more directors, the remainder of the directors shall, by ballot, determine who shall be entitled to a seat at the board: every stockholder shall be entitled to one vote, personally or by proxy, on every share held by him thirty days previous to such election. $6. In case it should at any time happen that an election of directors shall not be made on any day when, pursuant to this act, it ought to have been made, the said corporation shall not for that cause, be deemed to be dissolved; but such election may be held at any other time directed by the by-laws of said corporation, within sixty days after the day on which it should have been held.

$7. The corporation is hereby empowered to purchase, receive and hold such real estate as may be necessary and convenient in accomplishing the objects for which this incorporation is granted; and may, by their agents, surveyors and engineers, enter upon and take possession of and use, all such lands and real estate as may be indispensable for the construction and maintenance of their single and double railroad or way, and the accommodations required and appertaining thereto; and may also receive, hold and take all such voluntary grants and donations of land and real estate, for the purpose of said road, as shall be made to the said corporation, to aid in the construction, maintenance and accommodation of the said single or double rail-road or way; but all lands or real estate thus entered upon, which are not donations, shall be purchased by the said corporation, of the owner or owners of the same, at a price to be mutually agreed upon between them; and in case of disagreement as to price, and before making any portion of said road on said land, the said corporation may apply by petition to the vice-chancellor of the eighth circuit, setting forth therein the necessity of such lands for making said rail-road, and of the attempt and failure to purchase the same, with the name and residence of the owner, and the reasons why the purchase cannot be made. And the vice-chancellor to whom such petition shall be presented, shall direct such notice to the owner or owners of such lands, as he shall deem proper and reasonable, of the time and place of hearing the parties; and upon proof of due service of such notice, and upon hearing the parties, he shall appoint three competent and disinterested freeholders of the county in which the lands are situated, to

be commissioners to appraise said lands, and the damages the owner or owners thereof shall sustain by reason of their appropriation to the uses of said company. The said commissioners shall cause due notice, in writing, to be served on said owner or owners, or in case of absence, to be left at his or their usual place of residence, of the time when they will act in the premises. They shall examine the lands; may administer oaths, and hear testimony, and shall make their appraisement in writing without delay, under their hands, with a minute and accurate description of the land appraised, with a map thereof, awarding to the owner or owners thereof what they shall deem to be the full value thereof; as also the damages, if any, they may otherwise sustain from the making and maintaining of said road, and report the same, with the testimony taken, to said vicechancellor. He shall examine the said report, and if required by either, hear the parties in relation thereto, and increase or diminish the damages if he shall be satisfied that injustice has been done. The commissioners shall be allowed two dollars for each day they may be occupied in such appraisement. Upon proof to the vice-chancellor, to be made within thirty days after determination, of payment to the owner, or of depositing to the credit of the owner in such incorporated bank as the vice-chancellor shall direct, of the amount of said damages, and the payment of all expenses, the vice-chancellor shall make an order or decree, particularly describing the land, and reciting the appraisement of damages and the mode of making it, and all other facts necessary to a compliance with this act; and when the said order or decree shall be recorded in the office of the clerk of the county in which said lands are situated, whose duty it shall be to record the same, receiving the usual fees for recording, the said corporation shall be possessed of all such land or real estate, and may enter upon and take possession, and use the same for the purposes of the said road.

S8. In case any married woman, infant, idiot, or in- Rights of infants, &c. sane person, or non-resident of the state, who shall not appear after such notice, shall be interested in any such land or real estate, the chancellor or vice-chancellor shall appoint some competent and disinterested person to appear before the said commissioners, and act for and in behalf of such married woman, infant, idiot, insane person or non-resident.

to be constructed.

$ 9. The said corporation is hereby authorized to con- Road how struct, erect, build, make and use, a single or double railroad or ways, of suitable width and dimensions, to be determined by the said corporation, on the line, course or

Crossing

streams or

roads.

Tolls.

Penalty.

Calls on stockholders.

General pow

ers.

way designated by the directors ás aforesaid, as the line, course and way whercon to construct, erect, build and make the same; and shall have power to regulate the time and manner in which goods and passengers shall be transported, taken and carried on the same; and shall have power to erect and maintain toll-houses and other buildings for the accommodation of their concerns, as shall be

necessary.

S 10. Whenever it shall be necessary for the construction of their single or double rail-road or way, to intersect or cross any stream of water or water-courses, or any road or highway, being betwixt the places prescribed by the first and fourth sections of this act, it shall be lawful for the said corporation to construct their single or double rail-road or ways across or upon the same; but the corporation shall restore the stream or water-course, or road or highway thus intersected, to its former state, or in a sufficient manner not to have impaired its usefulness.

$ 11. It shall be lawful for the company hereby incorporated, from time to time, to fix, regulate and receive the tolls and charges by them to be received for transportation of property or persons on the single or double railroad aforesaid, hereby authorized to be constructed.

$ 12. If any person or persons shall wilfully do or cause to be done, any act or acts whatever, whereby any building, construction or work of the said corporation, or any engine, machine or structure, or any matter or thing appertaining to the same, shall be stopped, obstructed, impaired, weakened, injured or destroyed, the person or persons so offending, shall be guilty of a misdemeanor, and shall forfeit and pay to the said corporation treble the amount of damages sustained by means of such offence or injury, to be recovered in the name of the said corporation, with costs of suit by action of debt.

$ 13. It shall be lawful for the directors to require payment of the sums to be subscribed to the capital stock, at such times, and in such proportions, and on such conditions as they shall see fit, under the penalty of the forfeiture of all previous payments thereon; and shall give notice of the payments thus required, and of the place and time when and where the same are to be paid, at least thirty days previous to the payment of the same, in the paper pub lished in a newspaper in the county herein mentioned.

$14. The said corporation shall possess the general powers and be subject to the general restrictions and lis bilities prescribed by such parts of the eighteenth chapter of the first part of the Revised Statutes, as are not repeal

ed.

with another

$15. It shall be lawful for any rail-road company, May unite which has been or may hereafter be incorporated, to join road." and unite with the rail-road company hereby incorporated, at any point which the directors of the said company may think advisable, on such terms as the directors of the two companies respectively may agree upon; and in case of a disagreement between the directors of the said companies, then upon such terms as the chancellor of this state shall determine to be equitable and just between the said companies.

S16. The legislature may at any time alter, modify or p repeal this act.

CHAP. 292.

AN ACT to incorporate the Castleton and West Stockbridge rail-road company.

Passed May 5, 1834.

The People of the State of New-York, represented in Senate and Assembly, do enact as follows:

Right to re

$1. Jeremiah Gage, James L. Hogeboom, Abiel Buck- Corporation man, John E. Stearns, John I. Schermerhorn, Jacob A. Ten created. Eyck, Sylvester Van Valkenburgh, Edward Door junior, Joseph Colman, Ebenezer Crocker, Peter Grote, William Cevill, James Hogeboom, and their associates, are hereby constituted a body politic and corporate by the name of the "Castleton and West Stockbridge Rail-Road Company," for the purpose of constructing a single or double rail-road or way from any part of the village of Castleton to the state line near the village of West Stockbridge, in the state of Massachusetts, to transport, take and carry property and persons upon the same, by the power and force of steam, of animals, or of any mechanical power, or of any combination of them, for the term of fifty years from the passage of this act.

$ 2. If the said corporation hereby created shall not, Time limited. within two years from the passage of this act, commence the construction of said rail-road or ways, and expend at least the sum of twenty-five thousand dollars thereon, and shall not within five years from the passage of this act, construct, finish and put in operation the said single or double rail-road or way, then the said corporation shall thenceforth forever cease, and this act shall be null and void.

$ 3. The capital stock of the said company shall be stock. three hundred thousand dollars, which shall be divided

Subscriptions to stock.

into shares of one hundred dollars each; which shall be deemed personal property, and be transferable in such manner as the said corporation shall by by-laws direct.

$ 4. John Stearns, Roswell B. Frisbee, David W. Patterson, Nathan Wilds, Larance C. Hogeboom, Gideon Lee, James Miller, John Townsend, Welcome Esleeck, John I. Schermerhorn, Jacob A. Ten Eyck, shall be commissioners; whose duty it shall be, within one year from the passage of this act, at some suitable place in the city of New-York or the city of Albany, and in such other places as they or a majority of them shall direct, to open books to receive subscriptions to the capital stock of the said corporation; and thirty days' public, notice shall be given by the said commissioners, of the time and place of the opening of such books, in one of the public newspapers in each of the said cities, and any other place or places designated by said commissioners; and the said commissioners shall, at the time of any subscription by any person or persons, for the capital stock of said corporation, require the payment to them by the person or persons subscribing, of ten dollars towards and upon every hundred dollars so subscribed; and unless the same shall be paid, the subscription shall be invalid: and in case a greater amount of capital stock shall be subscribed for than the sum of three hundred thousand dollars, the said commissioners shall distribute the stock in such manner as a majority of them shall deem most advantageous to the interests of the said corporation; but if the capital stock of said corporation shall not all be subscribed for, then the said commissioners shall be authorized to reopen the said books, at such other time and places, and in such manner, and after such notice, as they, or a majority of them, shall direct; and whenever the said capital stock shall have been subscribed, and distribution made as aforesaid, or as soon thereafter as practicable, it shall be the duty of the said commissioners to give thirty days' notice, in a public newspaper in each of the cities aforesaid, for a meeting of the stockholders, at such time and place as the said commissioners, or a majority of them, shall appoint, to choose nine directors: and stich election shall be then and there made, by such of the stockholders as shall attend for that purpose, either in person or by lawful proxy; each share of the capital stock entitling a stockholder to one vote: and the said commissioners shall be inspectors of the first election of directors of the said corporation, and shall certify, under their hands, the names of those duly elected, and deliver over the subscription money and the books to the said directors: and the time and place of