ing, until after the Directors provided for in section eleven shall have been elected: Provided, in selecting such newspapers, those published in the counties into or through which the contemplated railroad may run, shall be preferred. capital is not subscribed for within a year, a new Board of Directors to be SEC. 6. Should the entire capital stock not be subscribed within If the entire one year from the date of the articles of association, a new Board of Directors shall be elected by the stockholders at the first regular meeting thereafter of the company, notice of such intended election elected. having been given as hereinafter provided in section eleven; and the Notice to be Directors so elected shall have the same powers and the same duties as their predecessors in office. given. of articles of be evidence. SEC. 7. A copy of any articles of association filed in pursuance of Certified copies this act, with a copy of the affidavit aforesaid endorsed thereon or association to annexed thereto, and certified to be a copy by the Secretary of State, shall, in all courts and places, be presumptive evidence of the incorporation of such company, and of the facts therein stated, and such a copy, so certified, shall be kept in the office of the Secretary of the Such copy to be corporation, subject to examination, during office hours, by any of company. person. kept by Secretary association may and contents. SEC. 8. Said articles of association may, at any time before the Articles of capital stock is fully subscribed for, be altered, modified, or changed, be changed. by filing with the Secretary of State new articles of association sub- Mode. scribed by two-thirds in numbers and also in amount of the stockholders and stock in such company, at the time the said new articles are adopted: Provided, there is endorsed upon the said new articles, or New articles attached thereto, an affidavit made by the Secretary of the company that he is the acting Secretary of such company, and that the names of two-thirds in numbers and amount of stockholders and stock, at the date of said affidavit, are subscribed to said new articles by such stockholders, which said affidavit shall be made before the County Clerk of the county in which the office of the Secretary of the company may be located. As soon as such new articles, with such an Corporations to affidavit endorsed thereon, or attached thereto, have been filed as under new aforesaid, the corporation shall be conducted under the new articles, in the same manner as though the original articles had contained all the provisions of the new articles; and from and after the date of the filing of said new articles as aforesaid, the original articles shall be null and void. But the duration of the corporation shall not be Duration of extended by any new articles beyond fifty years after the date of the original articles; and the new articles shall not so change the char- Character not to acter of the company as to make it other than a company incorporated for railroad purposes, according to the provisions of this act: be conducted articles. company. be changed. Rights of stockholders. Temporary Directors and powers. Powers and duties of Books of subscription. Assessments on shares. Moneys to be deposited. Books to be closed when new articles are ordered. When capital stock is all subscribed. Distribution of stock. Election of pay Provided, should any portion of the stockholders object to the filing SEC. 9. The Directors acting previous to the subscription of the entire capital stock, shall have no power, as such, to incur a debt or debts that shall be valid against the company, nor to assess the stockholders to an amount exceeding in all ten per cent. on their several shares. SEC. 10. The Commissioners for opening books of subscription named in the articles of association, (any vacancy in their number being filled by the Board of Directors,) shall, within one month after the company shall be incorporated, and from time to time thereafter, open books of subscription to the capital stock of the company, in such places in this state or elsewhere, as they or the Board of Directors may designate, after giving such notice as a majority of said Commis sioners shall direct, which books may be kept open until all the capi tal stock shall be subscribed, if the corporation shall so long exist. The said Commissioners, if so ordered by the Board of Directors, shall require each subscriber, at the time of subscribing, to pay such uniform assessment on each share subscribed for, as may be ordered by the said Board. The said Commissioners shall, also, from time to time, as may be ordered by the Directors, deposit all money received by them from subscribers, with the Treasurer of the corporation, taking his receipt therefor. The Commissioners shall close the books whenever informed by the Secretary of the company that new articles have been ordered to be filed, and shall keep them closed until noti fied by the Secretary that such order has been either executed or repealed. They shall also close the books conditionally, whenever they may believe that the whole capital stock has been subscribed; the said books to be re-opened, in case it shall appear upon examina tion, that the entire capital stock has not been already subscribed. And in case a greater amount of stock shall be subscribed than the whole capital stock of such company, the Commissioners shall distribute such capital stock as equally as possible among the subscrib ers in proportion to the subscriptions; but no share shall [be] divided in making such distribution, nor shall a greater number of shares be allotted to any subscriber than such subscriber shall have subscribed for. SEC. 11. As soon as practicable, not exceeding six months after notices of. Directors and and rights of such capital stock shall have been subscribed, the Commissioners to receive subscriptions thereto shall distribute the same as aforesaid, shall appoint a time and place for the meeting of the stockholders to choose Directors, select newspapers for the publication of notices, and transact other business. Such meeting shall be held in one of the Meetings and counties in or through which such railroad is proposed to be constructed, and notice thereof shall be iven by said Commissioners, by public notice, to be published not less than twenty days previous thereto in two or more newspapers, as is provided for in section five. Thirteen Directors shall be chosen at such meeting, by ballot and by Number of a majority of the votes of the stockholders being present, in person how chosen. or by proxy; and every such stockholder being present, in person or by proxy, at such election or any subsequent election of Directors, Qualifications shall be entitled to give one vote for every share of stock which he voters. shall have owned for thirty days next preceding such election; but no stockholder shall vote at any such election upon any stock except such as he shall have owned for such thirty days. No person shall be a Director unless he shall be a stockholder, owning stock absolutely in his own right, and qualified to vote for Directors at the election at which he shall be chosen, nor unless he shall be a resident of this state; and at least three of the Directors shall, at the time of their Directors and qualifications. election, be residents of the counties in or through which the route of such railroad shall run; and at least nine of the Directors shall be citizens of the United States. The Directors thus chosen shall To serve one be Directors for one year, and until others are duly elected in their places. The Commissioners mentioned in the last preceding section Commissioners shall be inspectors of the first election of Directors, shall openly of elections. count the votes and declare the result, and shall within ten days Their duties. thereafter file a certificate thereof, subscribed by them or a majority of them, in the office of the Secretary of State, and in the office of Certificate of the Clerk of each county in or through which such railroad shall be proposed to be constructed, and shall also deliver to the Treasurer of Collections to be paid. said company all moneys received by such Commissioners on subscription to such capital stock not already paid over to the Treasurer; and they shall also deliver to the Directors, declared by them to be elected, all books and papers relating to such subscription or be- Books and papers longing to said company, in the possession of the said Commission- to Treasurer. ers. Subsequent elections shall be held annually at such time and Subsequent place in one of the counties into or through which such railroad shall pass, as shall be directed by the by-laws of the company. it shall happen at any time that an election of Directors be made on the day designated by the by-laws of said year. to be inspectors result to be filed. to be delivered elections. hold over in In case Directors to shall not cases of company day appointed. non-election on Quorums and number of shares necessary. Failure of to perform their To be removed. Notice of such intention to be published. President of the Secretary and when it ought to have been made, the company for that reason shall not be dissolved, if within ninety days thereafter they shall hold an election for Directors in such manner as shall be provided by such by-laws. At all, meetings of the company when two thirds of all the shares that may have been previously subscribed are represented in person or by proxy, those so representing the same shall constitute a quorum for the transaction of business. Should the Commissioners fail to perform their several duties as set forth in this and the foregoing section, the company shall not for that reason be dissolved, but it may remove said Commissioners and elect others in their stead by a vote of two-thirds in interest of the stockholders who may be registered in the "Book of Stockholders," as hereinafter provided; notice of the meeting for such purpose having been given by the Secretary of the company not less than twenty days previous thereto, in the newspapers provided for in section five. SEC. 12. There shall be a President of the company, who shall be a stockholder, and shall be elected by the stockholders at the time the Directors are elected. The Directors also shall elect or appoint a Secretary, a Treasurer, and such subordinate officers as the company, by its by-laws, may designate. The said officers shall be chosen at such times, and for such terms, and they shall be required to give such security for the faithful performance of the duties of their respective offices, as the company by its by-laws may require; and May be recovered. any such officer may be removed from office by the Board of Directors, by a four-fifths vote of said Board, and the vacancy filled by said Board for the remainder of the term of office. How chosen. Payments of subscriptions. Shares to be forfeited for non-payment. Powers and duties of Directors. SEC. 13. It shall be lawful for the Directors to call in and demand from the stockholders, respectively, all sums of money by them subscribed, at such times, and in such payments or instalments as the Directors shall deem proper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payment shall not be made by the stockholders within sixty days after a personal demand, or after notice requiring such payment shall have been published for the same period, in such newspapers as may be designated by the company, at the meetings required in section eleven; and no transfer of any share after such notice has been published, shall exempt such share from forfeiture; should the instalment on the same not be paid within the sixty days above limited, a declaration of every such forfeiture shall be made by the Directors, and the Secretary shall then make an entry to that effect in the "Book of Stockholders," as hereinafter provided. SEC. 14. The Directors of such company shall have power to fill vacancies in their own body, when occasioned by death or resignation, Vacancies and make such by-laws as they may think proper, for the transfer of the stock, and the management of the property and business affairs of every description whatever, of such company, and for prescribing the duties of officers, artificers, and employees of said company, and for the appointment of all officers and the carrying on of all business within the objects and purposes of said company: Provided, that such by-laws be not inconsistent with the laws of this state, or of the United States, or with the articles of association, or with the by-laws adopted by the stockholders of the company. of com contracts. SEC. 15. No debt or contract shall be made, unless first authorized Debts and by two-thirds in interest of the stockholders, to be ascertained by a vote of the stockholders, entered at length on the minutes of the company; nor shall any contract, other than a cash contract, be made until twenty-five per cent. on the entire capital stock has been actually paid in to the Treasurer. After said twenty-five per cent. has been so paid in, should the company at any time, by a vote of two-thirds in interest of the stockholders, borrow money for the purpose pleting their road, and providing the necessary appurtenances for the running of the same, they shall have power to mortgage the corporate Mortgage of property of the company, and issue bonds thereon, for the payment of property. money borrowed for such purposes. Should any debt or contract be Directors made not in accordance with the above mentioned provisions, the liabilities Directors, under whose administration the same may have happened, violation of except those who may have caused their dissent therefrom, to be enter- be deemed ed at large on the minutes of the Board of Directors, at the time, and misdemeanor except those who were not present when the same did happen, shall, in their individual and private capacities, be liable jointly and severally to the said corporation, and to any of the creditors thereof, for the full amount of such debt or contract, and shall moreover be deemed guilty of a misdemeanor, and upon conviction before any court having competent jurisdiction, be fined any sum not exceeding ten thousand dollars, or imprisoned in the county jail any time not exceeding one year, or both, at the discretion of the court. responsible for contracted in this section, and guilty of a increased or SEC. 16. Any company incorporated under this act may, by com- Capital may be plying with the provisions herein contained, increase or diminish its diminished. capital stock to any amount which may be deemed sufficient and proper for the purpose of the corporation; but before any corpora- Proceedings tion shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the sum to which the capital is proposed to be diminished, such amount shall be satisfied and reduced, so as not to exceed the diminished amount of thereon. |