seven directors, a majority of whom shall be residents of this state; and such election shall be made at the time and place appointed, by such of the stockholders as shall attend for that purpose, either in person or by proxy, each share of stock entitling the holder thereof to one vote; and the above named persons, or a majority of them, shall be inspectors of the first election of directors of the said corporation, and shall certify under their hands the names of those persons duly elected, and deliver over the subscription books to the said directors; and the time and place of holding the first meeting of the directors shall be fixed by the said persons named in the first section of this act, or a majority of them; and the directors chosen at such meeting, and at the annual election of said corporation, shall, as soon as may be after every election, choose out of their number a president; and in case of the death, resignation, or removal of the president or any director, such vacancy may be filled for the remainder of the term for which they were elected, by the said board of directors, or a majority of them may appoint a president pro tempore, who shall have such power as the by-laws of the said corporation shall prescribe.

powers of

4. And be it enacted, That four directors of said corpora- Duties and tion shall be a quorum for the transaction of all business of directors. said corporation, and shall have power to call in the capital stock of the said company by such installments and at such times as they may direct; and in case of the non-payment of said installments, or any of them, to forfeit the share or shares upon which such default shall arise; and to make and prescribe such by-laws, rules, and regulations, as to them shall appear needful and proper, touching the management and regulation of the stock, property, estate and effects of said corporation, and shall have power to appoint such officers, clerks, and servants, as to them shall seem necessary, and to establish and fix such salaries thereto as to them shall seem proper.

Corporation not dissolved for failure to

5. And be it enacted, That in case it shall happen that an election of the directors should not be made during the day elect on day

prescribed.

Company authorized to

construct

road.

Proviso.

when, pursuant to this act, it ought to be made, the said corporation shall not for that cause be deemed to be dissolved, but such election may be held at any other time, and the directors for the time being shall continue to hold their offices until others shall have been chosen in their stead.

6. And be it enacted, That the president and directors of said company be and they are hereby authorized and invested with all the rights and powers necessary and expedient to survey, lay out, and construct a railroad from some point at or near the Five Corners, in the city of Hudson, along the Bergen woods' road and Summit avenue, to some point at the northerly boundary line of said city, said road not to exceed sixty feet in width, except in such place where, from the depth of the excavation or the height of the embankment, it may be necessary to take more land for the slope and protection of the side banks of said railroad, in which case so much land as may be necessary for the purpose, and no more, shall be taken; and it shall be lawful for said president and directors, their agents, engineers, superintendents, or others in their employ, to enter at all times upon all lands and waters, for the purpose of exploring, surveying, levelling, or laying out the route of such railroad, and of locating the same, and to make and erect all necessary works, buildings, and appendages thereof, doing no unnecessary injury to private or other property; and when the route of such railroad shall have been determined, and a survey thereof filed in the office of the clerk of Hudson county, then it shall be lawful for the said company, by its officers, agents, engineers, superintendents, contractors, workmen, or other persons in their employ, to enter upon, take possession of, hold, have, occupy and excavate any such lands, and erect embankments, bridges, and all other works necessary to lay rails, and do all other things which shall be suitable or necessary for the completion or repair of said road, subject to such compensation as is hereafter provided; provided always, that the payment, or tender of payment, of all damages for the occupancy of lands through which the said railroad may be laid out, be made

before the said company, or any person under their direction. or employ, shall enter upon or break ground in the premises, except for the purpose of surveying and laying out of said. road, unless the consent of the owner or owners of said lands be first had and obtained; and provided also, that in con- Proviso. structing said railroad through any of the streets or avenues of the city of Hudson, the consent of the common council of said city shall be first obtained; the said work shall be done under the inspection of the commissioner of streets or other proper officers of said city, and shall not unnecessarily interrupt the public travel during the progress of said work, and shall restore the streets or avenues to their former good condition, without unnecessary delay; and provided further, that Proviso. horse power, and no other, shall be used by the company in running their cars or carriages in said city.

when com

owners can

not agree.

7. And be it enacted, That when the company or its agents Proceedings cannot agree with the owner or owners of such required land as c or materials, for the use or purchase thereof, or when, by reason of the absence or legal incapacity of such owner or owners, no such agreement can be made, a particular description of the land and materials so required for the use of the said company in the construction of the 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 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, who shall cause the said company to give notice thereof to the person 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 six days, and to assign a particular time and place for the appointment of the commissioners hereinafter named, at which time, upon satisfactory evidence to him of the service or publication of the notice aforesaid, he shall appoint, under his hand and seal, three disinterested, impartial and judicious freeholders, non residents in the county in which the lands or materials

in controversy lie, commissioners to examine and appraise the said land or materials, and to assess the damages, upon such notice to be given to the persons interested as shall be directed by the justice making such appointment, to be expressed therein, not less than six days; and it shall be the duty of said commissioners, (having first taken and subscribed an oath or affirmation before some person duly authorized to administer an oath, faithfully and impartially to examine the matter in controversy, and to make a true report according to the best of their skill and understanding,) to meet at the time and place appointed, and to proceed to view and examine the said land or materials, and to make a just and equitable estimate or appraisement of the value of the same, and assessment of damages, as shall be paid by the company for such land or materials, and damages aforesaid, which report shall be made in writing, under the hands and seals of the said commissioners, or any two of them, and filed 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 in which the lands or materials are situate, to remain of record therein, 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, or of the said owner or owners to recover the amount of the said valuation, with interest and cost, in an action of debt, 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 from time to time constitute a lien upon the property of the company, in the nature of a mortgage, and the said justice of the supreme court shall, on application of either party, and on reasonable notice to the others, tax and allow such costs, fees and expenses to the justice of the supreme court, commissioners, clerks, and other persons performing any of the

duties prescribed in this section, as they or he shall think equitable and right, which shall be paid by the company.

grieved may

8. And be it enacted, That in case the said company, or Parties ag the owner or owners of the land or materials, shall be dissat-appeal. isfied with the report of the commissioners named in the preceding section, and shall apply to the justice of the supreme court at the next term after filing of the said report, the court shall have power, upon good cause shown, to set the same aside, and thereupon to direct a proper issue for the trial of the said controversy, to be formed between the parties, and to order a jury to be struck, and a view of the premises or materials to be had, and the said issue to be tried at the next circuit court to be holden in the said county, upon the like notice and in the same manner as other issues in the said court are tried; and it shall be the duty of the said jury to assess the value of the said lands or materials, and damages sustained, and if they shall find a greater sum than the said commissioners shall have awarded in favor of the said owner or owners, then judgment thereon, with costs, shall be entered against the said company, and execution awarded therefor; but if the said jury shall be applied for by the said owner or owners, and shall find the same or a less sum than the company offered, or the said commissioners awarded, then the said costs to be paid by the said applicant or applicants, and either deducted out of the said sum found by the said. jury, or execution awarded therefor, as the court shall direct; but such application shall not prevent the company from taking the said land, upon filing the [aforesaid report, the value and damages being first paid, or upon a refusal to receive the same, upon a tender thereof, or the owner or owners thereof being under any legal disability, the same being first paid into the court of chancery.

tate company

9. And be it enacted, That the said company may purchase, what real es have and hold real estate at the commencement and termini may hold. of their road, and the different intermediate depots upon the line of the same, not exceeding one acre at each place, and may erect and build thereon houses, ware-houses, stables and