CONCERNING RAILROADS. directors, not to SECTION 5. And be it further enacted, That the election of Election of directors provided for in the preceding section shall be conducted how in the following manner, that is to say: The directors for the conducted. time being shall appoint two of the stockholders, not being directors, to be judges of the said election and to conduct the same after having severally taken and subscribed an oath or affirmation before a judge or justice of the peace well and truly and according to law to conduct such election; and the said judges shall decide upon the qualification of voters, and when the election. is closed shall count the votes and declare who has been elected, and if it shall at any time happen that an election of directors Non-election shall not be made the corporation shall not for that cause be of directors deemed to be dissolved, but it shall be lawful to hold and make dissolve such election of directors on the same day, or any day thereafter, by giving at least ten days notice (signed by the president or Notice of the secretary) in the same manner and to the same extent as is pre- place for scribed for notices for annual meetings in Section 4 of this act holding elecof the time and place of holding such meeting for the election of directors; and the directors of the preceding year shall in that case continue to act and be invested with all the powers belonging to their office until another election shall take place. In case continuance of the death, resignation, or removal from the State of any direc tor, his place shall be filled by the board of directors until the vacancies, next annual election: Provided, the removal of a director from how filled. this State shall not operate to vacate his place should there be a majority of directors still residing in this State. corporation. time and tion. in office. directors, and other SECTION 6. And be it further enacted, That the said board of Meetings of directors shall hold their meetings in the Town of Newark, or where held. in such other place as they may determine, and when met five Quorum. shall be a quorum. They shall elect a president, secretary Election of and treasurer, and such other officers as may be necessary for President the transaction of their business and for carrying on the business officers. of the said corporation, and shall have power to fix their salaries Powers of and wages, to ascertain the times, manner and proportions in which fix salaries. the said stockholders shall pay the moneys due on their respective To make shares, and generally to do all such other acts, matters and things as by this act and by the by-laws and regulations of the company they are authorized and required to do. directors, to calls. of stock. SECTION 7. And be it further enacted, That the board of direc- Certificates tors first chosen shall procure certificates or evidences of stock for all the shares of said company, and shall deliver one such certificate, signed by the president and countersigned by the treasurer, and sealed with the common seal of said corporation, to each person or party entitled to receive the same according to To whom the number of shares by him, her, or them respectively sub delivered. of stock Assignee to be a member CONCERNING RAILROADS. scribed or held, which certificates or evidences of stock shall be Certificates transferable at the pleasure of the holder, in person or by attor transferable. ney duly authorized, in the presence of the president or treaHow. surer, in a suitable book or books, to be kept by the company for that purpose, (subject however to all payments due or to become due thereon,) and the assignee, or the party to whom the same shall have been so transfered, shall thereupon be a member of said corporation and have and enjoy all the immunities, privileges and franchises, and be subject to all the liabilities, conditions and penalties incident thereto in the same manner and to the same extent as the original subscriber would have been: Provided, That no certificate shall be transferred so long as the holder thereof is indebted to the company, unless the board of directors shall consent thereto: And provided, That no such transfer of stock shall have the effect of discharging any liabilities or penalties theretofore incurred by the owner thereof. of the corporation. Proviso. Penalty for refusing to pay call days. SECTION 8. And be it further enacted, That if, after thirty days' notice in the public papers and otherwise as aforesaid of the time within thirty and place appointed for the payment of any proportion or installment of the said capital stock in order to carry on the work, any stockholder shall neglect to pay such proportion or installment, at the place appointed, for the space of thirty days after the time so appointed, every such stockholder, or his or her assignee shall, in addition to the installment so called for, pay at the rate of two per cent. per month for the delay of such payment; and if the same and the additional penalty shall remain unpaid for such space of time as that the accumulated penalty shall become equal to the sum before paid in part and on account of such shares, the same shall be forfeited to the said company, and may be sold to any person or persons willing to purchase the same for such price as can be obtained therefor; or in default of payment by any stockholder of any such installment as aforesaid, the president and directors may, at their option, cause suit to be brought before any justice of the peace, or in any court having competent jurisdiction for the recovery of the same, together with the penalty aforesaid: Provided, That no stockholder, whether original subscriber or tled to vote assignee, shall be entitled to vote at any election, or at any genpaid his calls eral or special meeting of the said company, on whose share within thirty or shares any installment or arrearages may be due and payable days. more than thirty days previous to such election or meeting. President and directors may bring amount of suit for the the calls and penalty. No stock holder enti who has not Treasurer to bond, other officers to SECTION 9. And be it further enacted, That the president and directors of the said company shall demand and require of and bond when from the said treasurer, and from such other officers and persons by them employed as they may deem necessary, bond in sufficient penalties and with such sureties as they shall, by their by required. CONCERNING RAILROADS. laws, rules and regulations, require for the faithful performance of the several duties and trusts to them or any of them respectively committed. ceed the pany. SECTION 10. And be it further enacted, That dividends of sO Dividends. much of the profits of the company as shall appear advisable to the directors shall be declared at least twice in every year and paid to the stockholders on demand at any time after the expiration of ten days therefrom, but they shall in no case exceed the Not to examount of the net profits actually acquired by the company, SO net profits that the capital stock shall never be thereby impaired. If the of the comsaid directors shall make any dividends which shall impair the capital stock of said company, the directors consenting thereto Individual shall be liable, in their individual capacities, to said company directors. for the amount of the stock so divided, and each director present when such dividend shall be made shall be adjudged as con- Directors senting thereto unless he forthwith enter his protest on the deemed to minutes of the board and give public notice to the stockholders consent. of the declaring of such dividend. liability of the affairs of meetings, SECTION 11. And be it further enacted, That at each annual Statement of meeting of the stockholders the directors of the preceding year company. shall exhibit to them a complete statement of the affairs and proceedings of the company for the preceding year, and that special meetings of the stockholders may be called by order of the Special directors, or by the stockholders holding one-fourth in amount of how called. the capital stock, on like notice as that required for annual meetings, specifying, moreover, the object of the meeting. But no Special busibusiness shall be transacted at such special meetings, unless stock-bes only to holders holding a majority in value of the stock shall attend in ted unless, person or be represented by proxy. &c. transac authorized SECTION 12. And be it further enacted, That the said company Company be and they are hereby authorized to locate and construct a rail- to construct road, beginning at some point at or near the junction of the Dela- railroad. ware Railroad with the New Castle and Frenchtown Railroad where. (known as the Delaware Junction), and extending in the direction of Avondale, in the State of Pennsylvania, crossing the Philadelphia, Wilmington and Baltimore Railroad at or near Newark, and up the valley of the White Clay Creek to the line of this State, with such lateral branches or railroads as occasion may require, and for that purpose to enter upon any lands necessary for locating, laying out or making the same, or to procure upon any sand, gravel, earth or wood for such use, and to obtain title and sary therefor right to the same as hereinafter provided: Provided, That the May obtain said route or line of railroad, or any of its lateral branches hereby authorized to be located and constructed, shall not be so located May enter lands neces title to same. Shall not pass through CONCERNING RAILROADS. and constructed as to pass through any burying-ground or place any burying of public worship, nor any dwelling-house, without the consent ground. of the owner or owners thereof: Provided, That before the comLands not to pany shall enter upon or take possession of any lands or matebe taken rials required for the location or construction of the said railroad, pensation be they shall make compensation to the owner or owners thereof, or shall tender adequate security therefor. until com made to owner. Remedy of company lands refus entry. ers to certify SECTION 13. And be it further enacted, That whenever it shall be against the necessary for the president and directors of the said company, or owners of their agents, to enter in and upon, and occupy, for the purpose of ing to permit making the said railroad, any lands the owners of which refuse to permit such entry and occupation, then it shall be lawful for the Superior Court of New Castle county, if in term time, or any judge of said court in vacation, on application of either party, and at the cost and charge of said company, to appoint five disinterested men of said county, who shall go upon said lands and assess the damages of such owner or owners fairly and impartially, taking into consideration all the benefits to be derived from or in consequence of the said railroad to the said owner or Commission- owners, and the said commissioners shall certify their finding and award to award to both parties; whereupon the said company, on paying both parties. the damages so assessed, shall become entitled to have, use and enjoy the said lands for the purposes by them required forever. And in case any owner or owners of any lands necessary for the purposes of said company shall be a minor or non-resident, or any cause incapable of receiving, or unwilling or neglecting to receive said damages, or to call on the company for the same, deposit them the said company may deposit the amount of the said damages to the credit of such owner or owners in the National Bank of Newark, or the branch of the Farmers' Bank of the State of Delaware, at New Castle, subject to his, her, or their order, Company to whereupon the said company shall be entitled to have, use and enjoy the said lands and premises required for the purposes of said company for or on account of which damages shall have Expenses of been so assessed. The expenses of the assessment of said damages shall always be paid by the said company. Owners under disability or refusing to accept damages, company may in bauk. have title. assessing damages. Crossings roads. for SECTION 14. And be it further enacted, That the said railroad over public shall be so constructed by the said company as not to impede or obstruct the free use or passage of any public road or roads which may cross or enter at the same, being now laid out or hereafter to be laid out, and in all places where the said railroad may cross, or in any way interfere with any public road, it shall be the duty of the said company to make, or cause to be made, a good and sufficient causeway or causeways to enable all persons passing or traveling such public road to cross or pass over or CONCERNING RAILROADS. only to one under the said railroad, which causeway or causeways shall be made by the said company and maintained by them; and that for the accommodation of all persons owning or possessing land other through which the said railroad may pass, it shall be the duty of crossings. the said company to make, or cause to be made, a good and sufficient causeway or causeways wherever the same may be necessary to enable the occupant or occupants of said lands to cross. or pass over the same with wagons, carts, or implements of husbandry, as occasion may require: Provided, That the said company shall in no case be required to make, or cause to be made, more than one such causeway through each plantation or tract of One crossing land for the accommodation of any one person owning or pos- tract of land. sessing land through which the said railroad may pass; and where any public road shall cross such railroad the person owning or possessing land through which the said road may pass shall not be entitled to make such requisition on said company. And if Penalty for the said company shall neglect or refuse to make such causeway make such or causeways on request, or when made to keep the same in good repair, then said company shall be liable to pay any person aggrieved thereby all damages sustained by such person in consequence of such neglect or refusal, to be sued for and recovered How before any justice of the peace or any court having cognizance thereof; and the service of process upon any officer or agent of Service of said company shall be as good and available in law as if served process. upon the president thereof. neglect to crossings. recovered. company for act. SECTION 15. And be it further enacted, That no suit or action suit against shall be brought or prosecuted by any person or persons for any penalties penalties incurred under this act unless suit or action shall have under this been commenced within six months next after the offence shall have been committed or the cause of action shall have accrued, and the defendant or defendants in such suit or action may plead Company the general issue, and give this act and the special matter in evi- may plead dence, and that the same was done in pursuance of and by author-issue. ity of this act. the general works of the SECTION 16. And be it further enacted, That if any person or per- Penalty for sons shall wilfully or knowingly destroy, injure, or break the said injury to railroad or any part thereof, or any work, edifice, or device, or any company part thereof, to be erected by the said company in pursuance of this act, he, she or they shall forfeit and pay to the said company three times the actual damage so sustained, to be sued for and recovered with costs of suit before any justice of the peace or in any court having cognizance thereof, by action of debt in the recovered. name and for the use of the said company. How SECTION 17. And be it further enacted, That if at any time a Company company incorporated by the Legislature of the State of Pennsyl- may unite vania, for the purpose of constructing a railroad from Parkesburg, companies to with other |