and until others are elected, of which election the said commissioners or a majority of them shall be judges; and at the expiration of that term of one year, and annually thereafter, upon like notice, to be given by the directors for the time being, the said stockholders shall elect by ballot the same number of directors, a majority of whom shall be citizens of this state, as aforesaid; and at every such election, and in all other cases in which the stockholders shall be entitled to vote, a vote may be given for each share, by the holder or holders thereof, either in person or by proxy. powers of 6. And be it enacted, That within twenty days after the Duties and annual election as aforesaid, the said directors shall elect president., from their number a president of their said company, who shall be a citizen of this state, and resident of the county of Monmouth, who shall hold his office for one year and until another shall be elected, and receive such compensation for his services as a majority of the said directors shall direct, and shall be the presiding officer at all meetings of said directors, and shall have the casting vote when they shall be equally divided; he shall have charge of the seal of the company, and shall appoint the judge or judges of all elections of the stockholders, or in case of his death, absence, or inability so to do, the said directors shall appoint some other suitable person, who, for the time being, shall possess the same powers and authority, and perform all the duties herein prescribed. powers of 7. And be it enacted, That the said directors, or a majority Duties and of them, may supply any vacancy occurring in the interval directors. between the annual elections by death, resignation, removal, or refusal to act of any president or director, and may appoint a treasurer, who shall be a citizen of this state, and resident in the county of Monmouth, and all officers, agents, superintendents, and other servants that may be required to transact the business of the company, with such compensation as they may determine upon, and may exact from them such security for the due performance of their respective trusts as they may think expedient; they shall regulate the tolls and have the superintendence and direction of all receipts and disbursements and all other affairs of the company, and may make and enforce such ordinances and by-laws as they may think expedient for regulating the transfers of the stock, and for the general government of the company and management of its affairs; provided, the same are not repugnant to the constitution or laws of this state or of the United States. 8. And be it enacted, That at the annual meeting of the stockholders it shall be the duty of the president and directors of the preceding year to exhibit to the stockholders a full and complete statement of the affairs of the company during said term. 9. And be it enacted, That special meetings of the stockholders may be called by order of the said president and directors, or by the stockholders owning one-fourth of the whole stock of the company, by giving notice of the time and place of holding the same, as hereinbefore directed with regard to the annual meeting, which said notice shall specify the particular object of the meeting; but that no business of the company shall be transacted at such special meetings unless a majority in value of the stockholders attend and concur therein, who may require the books, accounts, and all other papers and proceedings of the company to be exhibited to them by the president and directors. 10. And be it enacted, That if from any cause any election hereinbefore named shall not be had at the time specified by this act, the same may be made at any other time, on notice as aforesaid; and that until such election be had, the officers of the preceding year shall continue to hold their respective offices until others be elected in their stead; and that this charter shall not be defeated or avoided by reason of the irregularity or want of such election. 11. And be it enacted, That it shall and may be lawful for the said company to construct and make a turnpike road, not less than two nor more than four rods wide, from the village of Smithville, in the county of Monmouth, to the village of Fillmore, in said county, which turnpike road shall be con structed on and along the public highway leading from the village of Smithville to the said village of Fillmore, by way of Gloryhole Mills, and that the width of said turnpike road shall be governed by the width of the public road upon which it may be made; provided, that before the said company shall Proviso. construct the said turnpike road aforesaid, along the highway aforesaid, they shall pay to the respective owners of the lands over which the said highway selected for constructing said turnpike upon now passes, all damages which the said owners will sustain by reason of the construction of said turnpike road; and in case the said company and any of said owners cannot agree upon the amount of said damages, then the said damages shall be ascertained and determined as nearly as may be in the manner hereinafter provided for, for ascertaining and determining the damage which any land owner or owners shall sustain by the taking of stone, gravel, or other material from his or her lands for the constructing or maintaining of said turnpike road; provided also, that the said company shall Proviso. have power to take only the right of way over the lands whereon the said road is to be constructed, paying damages which the owners will sustain thereby; and the commissioners hereafter named, if appointed, shall have power to assess damages for the right of way only. 12. And be it enacted, That the said turnpike road shall be constructed at least thirty-two feet in breadth along the middle, as near as may be, of the said highway, and shall be sufficiently arched and drained to make and keep the same dry, and at least sixteen feet six inches thereof shall be sufficiently bedded and faced with stone or gravel, to make a solid, firm, and even road at all seasons of the year; and it shall be so graded that in its progress no part of said road shall rise above an angle of four degrees with the plane of the horizon; and the said company shall make good and sufficient bridges along the line of said road, not less than twenty feet in breadth, and whenever the said road, in passing over low ground, shall be raised so much at the margin or side as to render carriages passing thereon liable to overset, the said Description of road. Proceedings agree. company shall cause good and sufficient railings to be erected and maintained on the sides, so as to prevent horses and carriages from running off. 13. And be it enacted, That it shall be lawful for the said company, their officers, superintendents, engineers, and workmen, with carts, wagons, and other carriages, and with beasts of burden and draught, and all necessary materials, tools, and implements, to enter upon all lands contiguous or near to the route of said road, doing as little damage thereto as possible, repairing any breach they may make in the enclosures thereof, and to make all ditches and underdrains across and through such lands necessary for properly draining said road; and that when the said company or its agents cannot agree with the owner or owners of such required lands or materials for the use or purchase thereof, or when by reason of the legal incapacity or absence of such owner or owners, no such agreement can be made, a particular description of the land or materials so required for the use of the said company in the construction of said road, shall be given in writing, under the oath or affirmation of some engineer or proper agent of the company, and also the name or names of the occupant or occupants, if any there be, and of the owner or owners, if known, and their residence, if the same can be ascertained, to one of the justices of the supreme court of this state, or to one of the judges of the court of common pleas of the county of Monmouth, who shall cause the said company to give notice thereof to the persons interested, if known and in this state, or if unknown or out of this state to make publication thereof as he shall direct, for any term not less than twenty days, and to assign a particular time and place for the appointment of commissioners hereinafter named, at which time, upon satisfactory evidence to him of the service or publication of such notice aforesaid, he shall appoint under his hand and seal, three disinterested, impartial, and judicious freeholders, commissioners to examine and appraise the said lands or materials, and to assess the damages, upon such notice to be given to the persons interested as shall be directed by the justice or judge making such appointment, to be expressed therein, not less than twenty days; and it shall be the duty of the said commissioners, having first taken and subscribed an oath or affirmation before some person duly authorized to administer an oath or affirmation, faithfully and impartially to examine the matter in question, and make a true report, according to the best of their skill and understanding, to meet at the time and place appointed, and proceed to view and examine the said lands or materials, and make a just and equitable estimate or appraisement of the value of the same and assessment of damages to be paid by the said company for such land or materials and damages aforesaid, and to make a report thereof, under the hands and seals of the said commissioners, or any two of them, and file the same within ten days thereafter, together with the aforesaid description of the land or materials, and the appointment and oaths or affirmations aforesaid, in the clerk's office of the county of Monmouth, to remain of record therein, and shall be recorded by the said clerk; which report, or a copy thereof, certified by the clerk of said county, shall at all times be considered as plenary evidence of the right of said company to have, hold, use, occupy, possess, and enjoy the said land or materials after payment of the value and damages so assessed, and of the right of the said owner or owners to recover the amount of said valuation, with interest and cost, in an action in any court of competent jurisdiction, in a suit to be instituted against the company, if they shall neglect or refuse to pay the same for twenty days after demand made of their treasurer, and shall constitute a lien upon the property of the com-. pany, in the nature of a mortgage; and the said justice shall tax and allow such costs, fees, and expenses to the justice, commissioners, clerks, and other persons performing any of the duties prescribed in this section, as he shall think equitable and right, which shall in all cases be paid by the company. 14. And be it enacted, That as soon as the said company shall Rates of toll. have constructed the said road in a workmanlike manner, accord |