To assess da mages.

To report.

Use of lands

direct as to what lands are to be appropriated by the said corporation for the purposes aforesaid.

$ 20. The said appraisers, after being sworn before some officer authorised to administer oaths, honestly and impartially to assess such damages, shall proceed by viewing the said lands and by such other evidence as the parties may produce before them, to ascertain and assess the damages which each individual owner will sustain by the appropriation of his land for the use or accommodation of such rail-road or its appendages.

$21. The said appraisers shall make a report to the said vice-chancellor in writing, under their hands and seals, reciting the order for their appointment, and specifying the several parcels of land described therein, with all necessary certainty; the names of the owners of the respective parcels if known, and if not known, stating that fact; and specifying also the damages which the owners of the said respective parcels will sustain by reason of the appropriation of the same for the purposes aforesaid and in case either of the parties are dissatisfied with the assessment, the said vice-chancellor may, on the hearing of the parties in interest, modify the assessment as shall appear to be just.

$ 22. On payment of the damages thus assessed, together on payment. with the expenses of assessment, as the same shall be settled by the said vice-chancellor, or on depositing the amount thereof for the use of such owners in the Genesee bank, the said corporation shall become immediately entitled to the use of the said lands for the purposes aforesaid; and the report of the said appraisers, with the order of the said vice-chancellor modifying the same, in case the same shall have been modified, may be recorded in the proper office, in the same manner and with the like effect as deeds are recorded, without any other proof than the certificate of the said vice-chancellor, that the report is genuine.

Highways,

&c.

By-laws.

Time allow ed.

$23. The corporation shall be bound to repair all public highways, bridges and water courses, which may be injured in constructing the said rail-road or its appendages, and shall restore them as far as practicable, to as good a condition as they were in before they became injured.

$24. The said corporation may establish such by-laws, not inconsistent with the laws of the state, respecting the calling in of the capital stock, and prescribing the duties of its officers and servants, and for the regulation of its affairs, as may be deemed expedient.

$25. The said corporation shall be allowed three years from the passage of this act, for the commencement of the construction of the said rail-road; and in case the same shall not be

completed within five years thereafter, the privileges herein granted shall be forfeited.

$26. Every person who shall wilfully injure the said rail- Penalty. road or any of its appendages, shall forfeit to the use of the said corporation, a sum equal to three times the amount of damages occasioned by such injury, to be recovered with costs of suit, in the name of such corporation, in an action of debt, before any court having cognizance thereof.

be filed

$27. The directors of the said corporation for the time be- Account to ing, shall, at the end of every year after the construction of the said rail-road shall have been commenced, and for the term of fifteen years after the same shall have been completed, cause to be filed in the office of the secretary of state, a detailed account of all the money's expended during the year in constructing the said rail-road and its appendages, and in saperintending keeping the same in repair; and a similar account of the income derived by tolls or otherwise, from the use of the said rail-road; to the end that a just estimate may made of the profits received by the said corporation therefrom: such accounts shall be verified by the oaths of at least two of the directors or other officers of the said corporation.

road.

$28. If the legislature of this state shall, at the expira- State may tion of ten and within fifteen years from the completion of purchase said rail-road, make provision by law for the repayment to the said company of the amount expended by them in the construction of said rail-road, together with all moneys expended by them for permanent fixtures for the use of said rail-road, with interest on such sums at the rate of fourteen per centum per annum, together with all moneys expended by said company for repairs or otherwise, for the purposes of said road, after deducting the amount of tolls received on said road, then the said rail-road, with all fixtures and appurtenances, shall vest in and become the property of the people of this state.

$29. The said corporation shall be subject to the restric- Restrictions. tions and liabilites imposed by such parts of the eighteenth chapter of the first part of the Revised Statutes, as are not repealed.

$30. The legislature may at any time alter, modify or re- Rights re peal this act.

served.

33

Apportion

Knower, Townsend McCoun, Gideon Tucker, William Aikin, Abraham P. Holdridge, Rufus Reed, Albro Aikin, Elisha Tibbits, Samuel Swartwout, John Hone, Lynde Catlin, John Lozier, Gideon Lee, John Snyder, Augustus Tremain, Walter Cunningham and Elias Pattison, shall be commissioners; the duty of whom it shall be, within the period of six months after the passing of this act, at some suitable place in the cities of NewYork, Albany and Troy, and in the town of Amenia in the county of Dutchess, to open books to receive subscriptions to the capital stock of the said corporation; and twenty 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 in the county of Dutchess; and as soon as the same shall be subscribed, to give a like notice for a meeting of the stockholders at such time and place as the said commissioners shall appoint, to choose seventeen directors; and such election shall be then and there made by such of the stockholders as shall attend for that purpose, either in 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 books to the said directors, and the time and place of holding the first meeting of directors shall be fixed by the said commissioners; and the said directors shall have power to appoint an engineer, and to cause such examinations and surveys for the said rail road to be made, as may be necessary to the selection by them of the most advantageous line, or lines for the location of the road; and the said directors shall, after such examinations and surveys shall be made, select, and by certificates under their hands and seals designate the line, course or way which they may deem most advantageous for the said rail-road; one of which certificates shall be filed in the office of the register of the city of New-York, and one in the office of the clerk of each of the counties through which the said road shall pass; which line, course or way so selected and certified shall be deemed the line, course or way on which the said corporation shali construct, erect, build or make their single, double or treble rail-road or ways, as hereinafter mentioned, the expenses of all which surveys and examinations, and all manner of incidental expenses relating thereto, shall be paid for by the said corporation.

$5. If within three days after opening the subscription ment of stock books as aforesaid, a sum exceeding three millions of dollars shall be subscribed, the commissioners shall proceed to apportion the stock among the subscribers, and shall complete the apportionment within sixty days after the opening of said subscription, and if the full amount of capital be not subscribed

within three days, as aforesaid, then it shall be the duty of the commissioners to open the subscription books from time to time, until the whole amount shall have been subscribed. The commissioners shall receive no subscription unless five dollars on each share subscribed be paid at the time of subscription.

$6. The said directors to be chosen at such meeting, or at President such annual election, shall, as soon as may be after every election, choose out of their own number one president, and one other person to be vice-president; and in case of the death, resignation or absence of the president, the vice-president shall preside until the next annual election thereafter, or until another president shall be chosen; and in case of the death or resignation of the president or vice-president, or of any director, such vacancy or vacancies may be filled for the remainder of the year by the board of directors; and in case of the absence of the president and vice-president, the board of directors shall have power to appoint a president pro tempore, who shall have and exercise such powers and functions as the bylaws of the said corporation may provide.

$7. In case it should at any time happen that an election 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 within sixty days thereafter.

S8. The directors shall have full power to make and pre- By-laws. scribe such by-laws, rules and regulations as to them shall seem needful and proper, touching the management and disposition of the stock, property, estate and effects of the said corporation, the transfer of shares, and touching the duties and conduct of their officers, servants, and election of directors, and all other matters whatsoever which may appertain to the concerns of the said corporation; and also shall have power to appoint a secretary and as many clerks and servants as to them shall seem meet, and to establish and fix such salaries and allowances to them, and also to the president and vice-president, as to the said board shall appear proper. The said 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 such route, place or places, to be designated as aforesaid by the said directors as the line, course, road or way, whereon to construct the said rail-road or ways; and it shall be lawful for the said corporation to enter upon, and take possession of, and use all such lands and real estate as may be indispensable for the construction and maintenance of the said single, double

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them:

or treble rail-rand or wars, and the accommodations requisite

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and accommodation of the said rail

take all such untary grants and donations of land and real estate us stad made to the said corporation, to aid in the tars passeresfoll of, and used by the said corporation, and and wars, but all lands or real estate thus entered and paration, of the owner or owners of the same, and at a price to be mutually agreed upon between them; and in case of a mar present their petition to the chancellor or vice-chancellor the road upon said land, the directors of the said corporation the necessity of such lands for making said rail-road or ways, of the circuit in which such lands are situated, setting forth and of the attempt and failure to purchase the same, with the

donations, shall be purchased by the said cor

disagreement

price, and before the making of any portion of

and residence of the owner, and the reason why the pur

chase cannot be made; and the chancellor or vice-chancellor 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, the chancellor or vicechancellor shall appoint three competent and disinterested freeholders of the county in which the lands are situated, to be commissioners to appraise said lands. The said commissioners shall appraise said lands, and shall award to the owner or owners thereof what they shall deem to be the full value of the same; and shall be authorised to examine the lands, to 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 lands appraised, with a map thereof, and shall report the same, with the testimony taken, to the court of chancery. The chancellor or vice-chancellor shall examine the report and shall hear the parties if de sired, and may increase or diminish the amount awarded, if he shall be satisfied injustice has been done. Upon proof to the chancellor or vice-chancellor, within thirty days after his determination, of payment to the owner, or of the depositing to the credit of the owner in such bank as the said chancellor or vicechancellor shall direct, of the amount of such appraisement, and the payment of all expenses attending it, the said chancellor or vice-chancellor shall make a decree or order, particularly describing the lands and reciting the appraisement and the mode of making it, and all other facts necessary to a compliance with this [section] of this act; and when the said decree or order shall be recorded in the office of the clerk of the county in which the land is situated, whose duty it shall be to record the same, the said corporation shall be possessed of all such lands, for the purpose of the said road, and may enter