The repealing act of the legislature of the State of Louisiana is as follows: AN ACT To repeal an act entitled "An act to incorporate the New Orleans, Baton Rouge and Vicksburg Railroad Company, and to expedite the construction of their road," number one hundred and forty-three, approved December thirty, eighteen hundred and sixtynine; and also an act entitled "An act authorizing certain parishes, cities and towns, by contributing to the New Orleans, Baton Rouge and Vicksburg Railroad Company, or by subscribing for its stock, or by purchasing its bonds, or by issuing the bonds and warrants of the said parishes, cities, and towns, to aid in the construction of the road of the said company or its branch or branches," number eighty, approved March sixteen, eighteen hundred and seventy; and also an act entitled "An act authorizing the parishes of Livingston, St. Helena, East Feliciana, East Baton Rouge, and the city of Baton Rouge to aid in the construction of the New Orleans, Baton Rouge and Vicksburg Railroad, number one hundred and forty-five, approved December thirty, eighteen hundred and sixty-nine.

SECTION 1. Be it enacted by the senate and house of representatives of the State of Louisiana in general assembly convened, That the act entitled "An act to incorporate the New Orleans, Baton Rouge and Vicksburg Railroad Company, and to expedie the construction of their road, No. 143, approved December thirty, eighteen hundred and sixty-nine; and also the act entitled "An act authorizing certain parishes, cities, and towns, by contributing to the New Orleans and Vicksburg Railroad Company, or by subscribing for its stock, or by purchasing its bonds, or by issuing the bonds and warrants of said parishes, cities, or towns, to aid in the construction of the road of aid company or its branch or branches." No. 80, approved March sixteen, eighteen hundred and seventy; and also the act entitled "An act authorizing the parishes of Livingston, St. Helena, East Feliciana. East Baton Rouge, and the city of Baton Rouge to aid in the construction of the New Orleans, Baton Rouge and Vicksburg Railroad," No. 145, approved December thirty, eighteen hundred and sixtynine, be, and the same are hereby, repealed.

SEC. 2. Be it further enacted, &c., That this act shall take effect from and after its passage, and that all laws and parts of laws contrary to the provisions of this act be, and the same are hereby repealed.

In the meantime the New Orleans Pacific Railway Company was incorporated by notarial act under the general laws of the State of Louisiana approved April 7, 1875, and the legislature of that State, by act approved February 14, 1876, confirmed its corporate existence and enlarged its powers. Said charter was further amended by an act of the legislature of said State on the 5th day of February, 1878, still further enlarging and confirming the powers and franchises of said company. Said acts and amendatory acts are as follows:

AN ACT To confirm the notarial charter of the New Orleans Pacific Railway Company, with amendments thereto, to extend the term of existence of said company, and to confer thereon certain powers and franchises.

Whereas by act passed before John G. Eustis, notary, at the city of New Orleans, June 29, 1875, and duly recorded, the New Orleans Railway Company was duly organized under the general laws of the State by the following articles:

CHARTER.

STATE OF LOUISIANA,

Parish of Orleans, City of New Orleans:

Bt it known, that on this twenty ninth day of the month of June, in the year of our Lord one thousand eight hundred and seventy-five, and of the Independence of the United States of America the ninety-ninth, before me, John G. Eustis, a notary public in and for the city and parish of Orleans, State of Louisiana, duly commissioned and qualified, and in presence of the witnesses hereinafter named and undersigned, personally came and appeared C. W. R. Bailey, E. B. Wheelock, Hugh Kennedy, John Phelps, J. H. Kennard, Cyrus Bussey, George Jonas, W. B. Schmidt, James A. Girdner, Julius Weiss, E. L. Ranlett, and David Wallace, all residents of this city, who severally declared that, availing themselves of the powers, rights, and privileges conferred by the statutes of the State of Louisiana relative to the organization of corporations in this State, they do, by these presents, form, organize, constitute, and found a corporation for the objects and purposes as shall hereafter be enumerated and set forth, and to that end they do hereby covenant and agree to form and constitute, and do, by these presents, form and constitute themselves, and all such other persons as may hereafter become associated with them, whether by subscription, purchase, transfer, succession, or otherwise, into a body corporate,

and thereunder bind themselves and all who may hereafter become associated with them to be governed by the following stipulations, obligations, and regulations as articles of the charter of said corporations.

ARTICLE 1.-Name.

The name and title of said corporation shall be the New Orleans Pacific Railway Company, and by that name shall have succession and have corporate existence for and during the full term and period of twenty-five years from the date of the execution of these presents, unless sooner dissolved in the manner hereinafter provided for; may sue and be sued, may hold real and personal property, may make contracts, may receive grants of land or personal property, and shall possess all the powers and privileges which corporations are or may be, by any general law of this State, authorized to possess; and said company may exercise its cooperative powers within any State of the United States that shall authorize the same.

ARTICLE 2.-Captal stock.

SECTION 1. The capital stock of this corporation is hereby fixed at $3,000,000, represented by thirty thousand shares of $100 each, with the right to increase said capital to $12,000,000: Provided, That said corporation shall be organized under the incorporators herein named, who shall constitute the board of directors, and shall hold their office together with the following-named gentlemen, who shall be the officers of the company, until the second Wednesday in January, 1877: Officers, E. B. Wheelock, president; Hugh Kennedy, vicepresident; S. H. Kennedy, treasurer.

When one hundred and fifty thousand dollars of the capital stock shall have been subscribed, the board of directors are authorized to commence the construction of the road, and to carry out the provisions of this charter; to enable them to do this, subscriptions to the capital stock shall be due and payable as herein provided for when this amount has been subscribed.

SEC. 2. The time and manner of payment for stock shall be such as may be determined by the board of directors: Provided, however, That no call shall be made of more than ten per cent on each share at any time, and thirty days must elapse before another call can be made.

SEC. 3. No stockholder shall be held liable or responsible for the contracts and faults of the company in any further sum than the unpaid balance or balances due the company in shares owned by him, nor shall any informalities in the organization have the effect of annulling this charter, or of exposing a stockholder to any liability beyond the amount of his stock subscription unpaid.

SEC. 4. The stock books shall be kept at the office of the company, whence certificates of stock shall be issued to the subscribers, but no transfer of stock shall be binding upon the company until made upon its stock books, and no stock shall be issued except for full-paid stock.

SEC. 6. In case of failure on the part of any subscriber to pay the installments on his stock, as required, the board of directors shall have the option, after thirty days' written notice to the delinquent, of forfeiting his stock, or the amount previously paid thereon, and no stockholder shall have the right to vote while in defalut.

SEC. 6. All rules relative to the declaration of dividends or division of profits, as well as the by-laws of the company, shall be made by the board of directors, but said rules and by-laws shall be subject to repeal, change, or modification by the holders of a majority of the stock of the company at their meeting.

ARTICLE 3.-General powers.

The said company is empowered and authorized

First. To locate, construct, lease, own, and use a railroad, with one or more tracks and suitable turnouts, of such gauge and construction and upon such a route as may be deemed by a majority of directors of said company most expedient, beginning at a point on the Mississippi River, at New Orleans, or between New Orleans and the parish of Iberville, on the right bank of the Mississippi, and Baton Rouge on the left bank, or from New Orleans or Berwick's Bay via Vermillionville, in the parish of Lafayette, and Opelousas, in the parish of Saint Landry, or from any of the said points, or from any points within the limits of this State, and running thence toward and to the city of

Shreveport, or the city of Marshall or Dallas, in the State of Texas, in such direction and route or routes as said company shall fix, and with such connecting branches in the State of Louisiana as may be deemed proper.

: Second. To locate, construct, lease, own, maintain, and use such branch railroads and tracks as a majority of the directors of said company may from time to time deem proper and expedient and for the interest of said company to own and to use and lease, and they shall not be restricted in the exercise of the privilege to the State of Louisiana, but may connect their main line with any other line or lines in other States which shall authorize the exercise of said privilege within their limits; and the said company shall have a right to establish and maintain in the city of New Orleans proper freight and passenger depots, and to connect them by tracks and ferries with the left bank of the Mississippi River at such point or points as may be deemed most convenient for the public interest, and to use in such ferries, steamboat, and other vessels, and for the purpose of such depots, tracks, and ferries may acquire property by expropriation.

Third. To construct, establish, or purchase in this State and thereafter to own, lease, maintain, and use suitable wharves, piers, warehouses, yards, steamboats, harbors, depots, stations, and other works and appurtenances connected with and incidental to said railway and its connections, and to run and manage the same as the directors of the said company may deem to be most expedient and to the welfare of said corporation.

Fourth. To take, transport carry, and convey persons and property upon its said railway, and upon its boats, by power of steam or any other power, and to receve for safe-keeping and to store merchandise and property in its yards or warehouses, and to receive for such transportation, safe-keeping, or storage such tolls and charges as may from time to time be established or authorized to be established by directors of said railroad company; to make advances of money or credits upon merchandise or property for charges made by other transportation lines to be transported upon its railway, steamboats, or vessels, or to be stored in its yards or warehouses, to such extent and upon such terms and conditions as the directors of said company may from time to time estabìish or authorize to be established.

Fifth. To obtain and receive by purchase, grant from the United States, or otherwise grant, gift, devise, and bequest, both real and personal property; to have and to hold such real and personal real estate in this State for the objects, purposes, interests and business of such company.

Sixth. To construct and maintain its said railroads, or any part of the same, and to have the right of way therefor across or along or upon any waters, watercourses, river, lake, bay, inlet, street, highway, turnpike, or canal within the State of Louisiana which the course of said railways may intersect, touch, or cross: Provided. The said company shall preserve any water-course, street, highway, turnpike, or canal which its said railways may so pass upon, along, or intersect, touch, or cross, so as not to impair its usefulness to the public unnecessarily, or if temporarily impaired in and during the construction of the said railroads, the said company shall restore to its former state, or to such a state that its usefulness and convenience to the public shall not be unnecessarily impaired or injured, and the said company shall not be required to construct a draw in any bridge over and across any stream or bayou, except streams navigable by enrolled or licensed vessels, and when required by law.

Seventh. To obtain by grant or other wise, from any parish, city, or village within the State, any rights, privileges, or franchises that any of the said parishes, cities, or villages may choose to grant in reference to the construction, maintenance, management, and use of the railroads of said company, its depots, cars, locomotives, and its business within the limits of such or any of said parishes, cities, and villages.

Eighth. To expropriate property according to existing laws.

Ninth. To cross, intercept, join, and unite its railroads and prorate with any other railroads heretofore or hereafter constructed in the State of Louisiana or any other State, at any point upon its route, and upon the ground of such other railroad, with the necessary turnouts, sidings, switches, and other conveyances in furtherance of the objects of its connections.

Tenth. To purchase or lease from any railroad company or corporation, at any authorized sale, any railroad, and the charter, franchises, property, and appurtenances thereof, and maintain and use the same as a part of the property of this company.

Eleventh. To borrow money or to purchase or lease property on its own credit for the purpose of constructing and maintaining said railroad, or establishing

continuous and connecting lines as hereinbefore provided; and as evidence of the indebtedness of said company for such loans, or the purchase or lease of such property, to issue its corporate bonds or promissory notes, bearing interest at such rate per annum as the directory may elect, and made payable in gold or the lawful money of the United States, at such times and places as may be deemed most to the advantage of the corporations, and for securing the payment of said bonds or notes to mortgage and pledge its railroads, its capital stock, its corporate franchises, and any of its real or personal property, or any portion of the same.

ARTICLE 4.-Board of directors.

SECTION 1. The corporate powers of the company shall be vested in a board of directors, composed of fifteen stockholders, to be elected in accordance with the by-laws of the company, and such officers and agents as may from time to time be appointed by such board. No person shall be a director who is not an actual owner of at least ten shares of the capital stock of said company. Directors shall be elected annually, and continue in office until others are elected to fill their place, and shall have power to fill vacancies in their number caused by death, resignation, or otherwise. The directors shall elect one of their number as president of said company, another vice-president, and another treasurer, and shall have power to make and prescribe such by-laws and rules and regulations, and from time to time to alter, amend, and revoke the same, as they shall see fit touching the government of said company, the transfer of its stock, the election of its officers, the management and disposition of its business, property, and effects, the powers and conduts of its officers and agents, and all other matters which shall in any way pertain to the concern of the company.

SEC. 2. All elections for directors shall be by ballot, and every stockholder shall be entitled to one vote in person or by proxy for each share of stock held by him for ninety days prior to such election.

SEC. 3. Seven of the directors shall constitute a quorum for the transaction of business, and the number of directors may be increased or diminished by a majority vote of stockholders in interest at any regular meeting, provided the number shall not be less than seven nor more than fifteen.

ARTICLE 5.-Stockholders' meetings.

SECTION 1. Stockholders' meetings may be called at any time by the board of directors, and on the requisition of the holders of one-fifth of the capital stock issued, it shall be their duty to call such meetings, for the purpose of amending this charter and consideration of an action upon all other business of the company, and all questions arising at such meetings shall be determined by a majority of the stock there present and voting.

SEC. 2. The annual meeting of the stockholders for the election of directors and transaction of the regular business shall be held on the second Wednesday in January in each year.

ARTICLE 6-Liquidation.

This corporation may be dissolved at a general meeting convened for that purpose, with the assent of three-fourths of the stock of the company and twothirds of the stock represented at such meeting; and in case of such dissolution, the liquidation shall be conducted by three commissioners elected by ballot at such meeting. At the termination of this charter, the liquidation shall be conduced by a similar board of three commissioners, to be in the same way elected at a general meeting of stockholders convened for that purpose.

This done and passed at my office, in the presence of Andrew J. Armstrong and John W. Hunter, lawful witnesses, residing in this city, who have hereunto signed their names as such, together with the said appearers, and me, said notary, on the day, month, and year herein first written, after reading the whole.

(Originally signed) G. W. R. Bayley, J. A. Girdner, George Jonas, Julius Weiss, Hu. Kennedy, David Wallace, E. B. Wheelock, E. L. Ranlett, John H. Kennard, Cyrus Bussey, John Pheips, W. B. Schmidt, Samuel H. Kennedy. J. G. EUSTIS, Notary Public.

Witnesses:

A. J. ARMSTRONG.
JOHN W. HUNTER.

I, the undersigned, deputy recorder of mortgages in and for the parish of Orleans, city of New Orleans, do hereby certify that the above and foregoing act of incorporation of the New Orleans Pacific Railway Company was this day duly recorded in my office according to law, in book, 118, folios 626, 627, 628, 629, 630, 631, and 632.

New Orleans, June 29, 1875.

C. DARCANTEL,
Deputy Recorder.

I certify the above and foregoing to be a true and correct copy of the original charter and certificate of recordation thereof now extant in my current register.

In faith whereof I grant these presents under my hand and impress of my official seal this third day of July, A. D. 1875.

J. G. EUSTIS, Notary Public, No. 35 Carondelet Street. And whereas it is important that the term of existence of said company should be extended, and that certain necessary franchises should be conferred on it: Therefore,

SECTION 1. Be it enacted by the senate and house of representatives of the State of Louisiana in general assembly convened, That the term of existence of the said New Orleans Pacific Railway Company be so extended that said company, by its name and under the aforesaid mentioned articles of incorporation, should have perpetual succession.

SEC. 2. Be it further enacted, &c., That said New Orleans Pacific Railway Company be, and the same is hereby, authorized and empowered to enter upon, purchase, take, and hold any lands that may be necessary and proper for the construction and uses of said railway, not exceeding one hundred feet on each side of the center line, together with such other lands and premises as may be required by said company for excavation and embankment, and for turnouts, station houses, docks, wharves, and other purposes in the conduct of the busiuess of such railway, adequate compensation to be given to or satisfactory settlement to be made with the owners of property so to be taken and used by said company; and the right of way is hereby granted to said New Orleans Pacific Railway Company through any and all lands belonging to the State of Louisiana, and through which said railroad may pass to the distance of two hundred yards on each side of the center of said railroad; and said company is authorized to enter upon any lands owned by the State of Louisiana and adjacent to the line of said company's railroad, to take and remove therefrom and appropriate to the uses of said company any timber, earth, or other material.

SEC. 3. Be it further enacted, &c., That the officers and servants of said company are hereby exempted from jury duty and also from military duty, except in cases of insurrection and invasion.

SEC. 4. Be it further enacted, &c., That Shreveport, in Louisiana, shall be the northwestern terminus of said New Orleans Pacific Railway, and that the main line shall be completed to Shreveport before any branches are constructed. SEC. 5. Be it further enacted, &c., That all laws or parts of laws in any way conflicting with the passage of this act be, and are hereby, repealed, and that this act shall take effect from and after its passage.

E. D. ESTILLETTE, Speaker of the House of Representatives, C. C. ANTOINE,

Lieutenant Governor and President of the Senate.

Approved, February 19, 1876.

WILLIAM P. KELLOGG, Governor of the State of Louisiana.

No. 12.

AN ACT To amend section eleventh of article three of the chapter confirmed by act number fourteen, eighteen hundred and seventy-six, entitled "An act to confirm the notarial charter of the New Orleans Pacific Railway Company," with amendments thereto to extend the term of existence of said company, and to confer certain powers and to empower said company to mortgage all its future rights, properties, and franchises to secure its bonds,"

SECTION 1. Be it enacted by the senate and house of representatives of the State of Louisiana in general assembly convened, That section eleven of article