Sec. 4. That the above named persons, or any three of them, are authorized to open books for receiving subscriptions to the capital stock of said corporation within twelve months after the passing of this act, at such place or places as they may deem expedient, having given twenty days' previous notice in two of the newspapers printed in the city of Cleveland, of the time and place of opening said books; and as soon as said stock shall be subscribed or twelve thousand dollars thereof, they shall give a like notice for a meeting of the stockholders to choose directors; at the time and place appointed nine directors shall be chosen by ballot, by such of the stockholders as shall attend for that purpose, either in person or by lawful proxies; each share of the capital stock shall entitle the owners to one vote; the persons named in the first section of this act, or a majority of them, shall be inspectors of such election, and shall certify under their hands what persons are elected directors, and appoint the time and place for holding the first meeting of directors; five directors shall form a board, and be competent to transact all business of the corporation; a new election of directors shall be made annually, at such time and place as the stockholders, at their first meeting, shall appoint, but if no election shall be held on the day appointed, such election may be held at any other time appoin ted by the laws of the corporation; and the directors chosen at any election, shall, as soon thereafter as may be convenient, choose out of their number one person to be president and one to be treasurer of said corporation. Sec. 5. That upon every such subscription, there, shall be paid at the time of subscribing, to the persons authorized to open said books, the sum of five dollars on every share subscribed, and the residue thereof shall be paid in such instalments, and at such times, as may be required by the president and directors of said company, to the treasurer thereof: Provided, No payment other than the first shall be demanded, until at least thirty days' public notice of such demand shall have been given by the president and directors, in one of the newspapers printed in the city of Cleveland; and if any stockholder shall fail or neglect to pay any instalment, or part of said subscription thus demanded, for the space of thirty days next after the same shall be due and payable, the said president and directors, upon giving twenty days' previous notice thereof, in manner aforesaid, may, and they are hereby authorized to sell at public vendue, so many of the shares of such delinquent stockholder as shall be necessary to pay such instalment and the expense of advertising and sale, and transfer such shares so sold to the purchaser, and the residue of the money arising from such sale, after paying such instalment and expense, shall be paid to such delinquent stock holder on demand. Sec. 6. That the said corporation be, and they are hereby authorized, to cause such examinations and surveys to be made by their surveyors, agents and engineers, of the ground lying between the aforementioned points, as shall be necessary to determine the most eligible and advantageous route whereon to construct said rail road; and it shall also be lawful for said corporation, by themselves or their lawful agents, to enter upon or take possession of all such lands and real estate as may he indispensable for the construction and maintenance of said railroad, and the examination requisite thereto; but all lands and real estate thus entered upon, which are not donations, shall be purchased by said corporation of the owner or ow. ners thereof, at a price to be mutually agreed upon between them; and in case of disagreement as to the price, it shall be the duty of the commissioners of Cuyahoga county, upon a notice to be given them by the corporation, in writing, or a like notice from the person claiming damages, to appoint three disinterested freeholders of said county, to determine the damage which the owner or owners of said land or real estate so entered upon by said corporation, have or has sustained by the occupation of the same; and upon payment, by the said corporation, of such damages to the person or persons to whom the same may be awarded as aforesaid, and in estimating the damages aforesaid, the freeholders appointed shall estimate the actual value of said land so taken possession of, and all other damages which may accrue to the owner or owners in consequence of the location of said road; and it shall be the duty of said appraisers to deliver to the said corporation, and also to said applicants for damage, a written statement signed by them or a majority of them, of the awards they shall make, containing a description of the land or real estate appraised, to be recorded by the said corporation in the commissioner's office of said county: Provided, That either party shall have the power of appealing from the decision of the appraisers to the court of common pleas of said county, at any time within thirty days after the appraisers shall have made their returns as aforesaid, and the said court shall proceed thereon as in cases of appeals for damages in the constructing and laying out of State roads. Sec. 7. That the said corporation shall have power to determine the width and dimensions of the said railroad, whether it shall be a double or single track; to regulate the time and manner in which passengers and property shall be transported thereon, and the manner of collecting tolls for such transportation. Sec. 8. That the said corporation may construct the said railroad across any road, highway, stream of water or watercourse, if the same shall be necessary; but the said corporation shall restore such road, highway, stream of water or watercourse thus intersected, to its former state, or in a sufficient manner not to impair its usefulness or value to the owner or the public. Sec. 9. That the said corporation may demand and receive from all persons using or traveling upon said road, the following rates of toll per mile, to wit: For every ton weight of goods or freight of any description, eight cents for every mile the same shall pass upon said rail road, and a ratable proportion for any greater or less quantity; for every pleasure carriage, or carriage used for the conveyance of passengers, four cents per mile, in addition to the toll by weight upon the road; all persons paying the toll aforesaid, may with suitable and proper carriages, use and travel upon said railroad, subject to such regulations and rules as the said corporation are authorized to make by the seventh section of this act. Sec. 10. That at the regular annual meeting of the stockholders of said company, it shall be the duty of the president and directors in office for the previous year, to exhibit a clear and distinct statement of the affairs of the company; and the president and directors shall annually or semiannually, declare and make such dividend as they may deem proper, of the nett profits arising from the resources of said company, deducting the necessary current and probable contingent expenses, and that they shall divide the sum among the stockholders of said company in proper proportion to their respective shares. Sec. 11. That every president, director and treasurer of said company, before he acts as such, shall swear or affrm, as the case may be, that he will well and truly discharge the duties of his said office to the best of his skill and judgment; and that the appraisers authorized by the sixth section of this act, before they proceed to estirnate damages, shall severally take an oath or affirmation faithfully, impartially, and honestly to discharge their duty; and the said appraisers shall severally be entitled to receive from said corporation, one dollar per day for every day they may be necessarily employed. Sec. 12. That the said president and directors, or a majority of them, may appoint all such officers, engineers, agents or servants whatsoever, as they may deem necessary for the transaction of the business of the company, and may remove any of them at their pleasure; that they or a majority of them shall have power to determine by contract the compensation of the engineers, officers, agents or servants in the employ of said company, and to determine by their by-laws the manner of adjusting and settling all accounts against the said company, and also the manner and evidence of transfers of stock in said company; and they, or a majority of them, shall have power to pass all by-laws which they may deem proper or necessary for exercising all the powers vested in the company hereby incorporated, and for carrying the objects of this act into effect: Provided, only, That such by-laws shall not be contrary to the laws of this State or of the United States. Sec. 13. That if it shall be necessary for the said railroad company, in the selection of the route or the construction of the road by them to be laid out and constructed, or any part of it, to connect the same with, or to use any road, street or bridge made or erected by any company or persons incorporated or authorized by any law of this State, it shall be lawful for the said president and directors, and they are hereby authorized to contract and agree with any such other corporation or persons for the right to use such road, street or bridge, or for the transfer of any of the corporate or other rights or privileges of such corporation or persons to the said company hereby incorporated; and every such other corporation and persons incorporated by, or acting under the laws of this State, are hereby authorized to make such an agreement, contract or transfer, by and through the agency of the persons authorized by their acts of incorporation to exercise their corporate powers, or by such persons as by any law of this State are entrusted with the management and direction of such roads, street or bridge, or of any of the rights or privileges aforesaid; and every contract, agreement, or transfer made in pursuance of the power and authority hereby granted, when executed by the several parties under their respective corporate seals, or otherwise legally authenticated, shall vest in the company hereby incorporated, all such roads, parts of roads, rights and privileges, and the right to use and enjoy the same as fully, and to all intents and purposes, as they now are, or might be used and exercised, by the said corporations or persons in whom they are now vested. Sec. 14. That if any person shall wilfully by any means whatsoever, injure, impair or destroy any part of said railroad, constructed by said company under this act, or any of the necessary works, buildings, cars or machinery of the said company, such person or persons so offending, shall each of them, for every such offence, forfeit and pay to the said company two-fold the damages, which may be recovered in the name of said company by an action of debt, with costs of suit, in any court having cognizance thereof, and shall also be subject to an indictment in the court of common pleas of Cuyahoga county, and upon conviction of such offence, shall be punished by fine not exceeding one hundred dollars, and imprisonment in the jail of said county of Cuyahoga, not exceeding ten days. Sec. 15. That the said company shall be held liable in their corporate capacity in all their capital stock and effects, for all the debts due and owing by said company; and should the effects of said company when exhausted, become insufficient to satisfy all demands, then the individual stockholders shall be held individually liable for the unsatisfied claims against said company, in proportion to the stock held by them respectively; nor shall the debts of said corporation at any time exceed the amount of the capital stock subscribed, and if at any time the company shall incur debts to a greater amount than the capital stock subscribed, the directors assenting thereto shall be held liable in their individual capacities for the payment of such excess, after the corporate property shall have been exhausted. C. ANTHONY, Speaker of the House of Representatives. February 28, 1838. AN ACT Speaker of the Senate. To incorporate the Lutheran and German Reformed Church of St. John, near Rome, in the county of Richland. Sec. 1. Be it enacted by the General Assembly of the State of Ohio, That John Bucher, John Altdoerffer, John Pepher, and George Altdoerffer, and their associates, and those who may hereafter be associated with them, are created a body politic and corporate, by the name of "The Lutheran and German Reformed Church of St. John," near Rome, in the county of Richland, agreeably to an act passed March 5th, 1836, entitled "An act in relation to incorporated religious societies;" and shall hold their first meeting, for the election of their officers, by the persons named in this act giving ten days' notice in writing, posted up in three public places, of the time and place of holding the same. Sec. 2. That said church, together with the lands and the appurtenances thereunto belonging, shall be held for the joint use of said Lutheran and German Reformed denominations. C. ANTHONY, Speaker of the House of Representatives. GEORGE J. SMITH, February 28, 1838. Speaker of the Senate. AN ACT To amend "An act incorporating the Ohio Insurance Company." Sec. 1. Be it enacted by the General Assembly of the State of Ohio, That the number of the board of directors of the Ohio Insurance Company, from and after the next election of directors of said company shall be nine, instead of eighteen, as provided in the act to which this is an amendment; and a majority of the board by this act required, shall be competent to discharge all the duties appertaining by law to the directors of said company. C. ANTHONY, Speaker of the House of Representatives. February 28, 1838. AN ACT To incorporate the First Congregational Church and Society of Windham, in the county of Portage. Sec. 1. Be it enacted by the General Assembly of the State of Ohio, That Ephraim L. Williams, William Millikan, and Isaac M. Clark, and their associates, and those who may hereafter be associated with them, be, and they are hereby, created a body politic and corporate, by the name of the First Congregational Church and Society of Windham, agreeably to an act passed March 5th, 1836, entitled "An act in relation to incorporated religious societies;"" and shall hold their first meeting for the election of officers, by the individuals named in this act giving ten days' notice, in writing, posted up in three public places in Windham, of the time and place of holding the same. C. ANTHONY, Speaker of the House of Representatives. February 28, 1838. AN ACT Supplementary to "An act to authorize an alteration in the town plat of the town of Circleville," passed March 29, 1837. Sec. 1. Be it enacted by the General Assembly of the State of Ohio, That the court of common pleas of the county of Pickaway, on the application of the owners of real estate in any part of the circular part of the town of Circleville, and on being satisfied that all the owners of real estate in such part consent thereto, shall have power to make an order declaring the original plat thereof vacated, and to direct the same to be again laid out into lots, streets and alleys, in such manner as will, in their opinion, conduce to the public welfare, and the prosperity of said town: and upon an appli L. L.-19. |