Notices to be published. Record of corporation debts. Duties of How elected and duties. Secretary's record and contents. capital. Whenever it is desired to increase or diminish the amount of capital stock, a meeting of the stockholders may be called by a notice signed by at least a majority of the Directors, and published for at least four weeks in such newspapers as have been selected according to the provisions of section eleven of this act, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount to which it is proposed to increase or diminish the capital; and a vote of two-thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of the capital stock. SEC. 17. The Directors shall also cause to be kept a book, to be called "Record of Corporation Debts," in which the Secretary shall record all the debts and contracts of the Directors, the amount thereof, and with whom made; which book shall at all times be open to the inspection of any stockholder. When any debt or contract shall be paid or discharged, the Secretary shall make a memorandum thereof in the margin of the record where the same is recorded. SEC. 18. The Secretary of the corporation, who may be elected by the Directors named in the articles of association, and every succeeding secretary elected during the continuance of said corporation, shall keep in a book, provided for that purpose, a correct record of the proceedings at each meeting of the company, as well as of the Board of Directors; such record showing the name of each Director present at the opening of each meeting of the Board, and at what stage of the proceedings any Director previously absent may appear, and also at what stage of the proceedings any Director may obtain leave of absence. The record shall also show the name of each Director voting against any proposition, whenever any Director may require the same to be placed upon the record. Prior to the adjournment of each meeting of the company, or of the Board of Directors, at each meeting. the record of the proceedings of such meeting shall be read, amended if necessary, and approved by such company or such Board. To be approved Secretary shall also keep a Book Contents. SEC. 19. The Secretary of the corporation shall also keep a book of Stockholders. to be provided for that purpose, to be labelled "Book of Stockholders," which shall contain the names of all persons, alphabetically arranged, who are, or who shall within six years have been stockholders of said company, and showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners of such shares, the amount of stock actually paid in by them respectively, as also the time when any may have ceased to be stockholders; which book, during the inspection of usual business hours of the day, on every day, except Sunday, the To be open for Fourth of July, Thanksgiving, Christmas and New-Years' days, shall stockholders. be open for the inspection of stockholders and creditors of the company, and their personal representatives, at the office of the Secreta ry made therefrom. stock to be entered therein. of the company; and any and every such stockholder, creditor or representative shall have a right to make extracts from such book: Extracts may be and no transfer of stock shall be valid for any purpose whatever, except between the parties thereto, until it shall have been entered therein, by an entry showing to and by whom transferred, the num- Transfers of bers and designation of the shares, and the date of the transfer; and no abandonment of shares by the owners thereof, or forfeitures of shares by order of the Board of Directors, shall be valid until both the fact and date of such abandonment or such forfeiture has been entered in said book; and said book shall be presumptive evidence of Made evidence. the facts therein stated. On the failure or neglect of the Secretary Penalty for to make any proper entry in such book, or refusal, or neglect to ex- duty. hibit the same, or allow the same to be inspected, and extracts to be taken therefrom, he shall be liable to trial by the Board of Directors for misdemeanor in office, and he shall also be liable to trial for damages, before any Court of Justice having jurisdiction according to the damages alleged. violation of personal Transfer of SEC. 20. The stock of such company shall be deemed personal Stock deemed estate; and when certificates of the ownership of shares are issued, property. the shares may be transferred by endorsement and delivery of the certificates thereof, such endorsement being by the signature of the shares. proprietor, or his attorney, or legal representative; but such transfer shall not be valid, except between the parties thereto, until the same shall have been entered in the "Book of Stockholders," as provided in the nineteenth section; the entry of transfer to be made in said book by written order, either of the stockholder himself, or of his legal representative, or of a probate or civil court. Prior to the issuing of certificates of stock, the shares may be transferred by a delivery of the receipts for instalments paid, and by an entry as aforesaid, in the "Book of Stockholders;" certificates of stock shall not be issued, until the entire capital stock has been fully paid in, or if ssued, each certificate shall have the Treasurer's endorsement upon its face, showing the amount of money paid on the share represented by such certificate. stockholder to shares held by SEC. 21. Any stockholder transferring his shares, or abandoning Liability of them, by an entry to that effect on the aforesaid "Book of Stock- cease when holders," (all previous calls or assessments having been fully paid on him are transsaid shares so abandoned,) as also any stockholder forfeiting his shares assessments and ferred, except for his proportion of debts due previously. Certificate to be filed when the entire capital stock is paid in. Dividends not to be made if company is insolvent. Assenting Directors liable, if violated. Dissenting Directors to record their objections. Officers of the company. Penalty for fraud, etc. Agents not responsible for liabilities of stock held by them. Agents shall represent stock. by order of he Board of Directors, entered in said "Book of Stock holders," shall, from and after the date of entry of such transfer, abandonment, or forfeiture, cease to be a stockholder in such corporation, and he shall not be liable to any future calls from the Directors, nor for any debts that may be contracted by said corporation after said entry has been made. But this shall not release him from his proportion of liability for any debt legally contracted by the corporation prior to said entry. SEC. 22. The President, and a majority of the Directors, within thirty days after the payment of the last instalment of the capital stock, so fixed and limited by the company, shall make a certificate stating the amount of the capital so fixed and paid in, which certificate shall be signed by the President and a majority of the Directors and sworn to by the President, and they shall, within the said thirty days, file and record the same in the office of the Secretary of State. SEC. 23. If the Directors of the company shall declare and pay any dividend when the company is insolvent, or any dividend the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, so long as they shall respectively remain in office. Provided, that if any of the Directors shall be absent at the time of making the dividend, or shall cause their dissent therefrom to be entered at large on the minutes of the said Directors at the time, they shall be exempt from the said liabilities. SEC. 24. If the officers of the company shall make a false certifi cate, or report, or publish a false notice, for the purpose of deceiving or defrauding the stockholders, or the public, in relation to the concerns and affairs of the company, all the officers who shall have ordered or joined in the same, shall be jointly and severally liable for all the debts of the company contracted while they are officers thereof. SEC. 25. No person holding stock in such company as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholders of such company; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in like manner to the same extent as the testator or intestate, or the ward or person interested in such trust fund would have been if he had been living and competent to act, and hold the same stock in his own name. SEC. 26. Every such executor, administrator, guardian or trustee and may vote hypothecated tockholders. corporations shall represent the stock in his hands at all meetings of the company, held by them, and may vote accordingly as a stockholder, and every person who owners of shall pledge his stock as aforesaid, may, nevertheless, represent the stock to exercise same at all such meetings, and may vote accordingly as a stockholder. the rights of SEC. 27. Every such corporation shall have power, First, To cause Powers of such examinations and surveys for the proposed railroad to be made under the act. as may be necessary to the selection of the most advantageous route for the railroad, and for such purpose, by their officers, agents, and servants, to enter upon lands or waters of any person or persons, subject to responsibility for all damage which they shall do thereto. Second, To receive, hold, take, and convey such voluntary donations of real estate and other property as shall be made to aid and encourage the construction of said road. Third, To purchase, and by voluntary grants and donations receive and take, and by its officers, engineers, surveyors and agents, enter upon and take possession of, and hold, and use in any manner they may deem proper, the same as a natural person might or could do, all such lands, and real estate, and other property, as the Directors may deem necessary for the construction and maintenance of said road, and for the stations, depots, and other accommodations and purposes deemed necessary to accomplish the objects of the company. Fourth, To lay out its road or roads, not exceeding nine rods wide, and to construct and maintain the same with a single or double track, with such appendages as may be deemed necessary for the convenient use of the same, and, for the purpose of cutting embankments and procuring timber, stone, and gravel, may take as much more land as may be necessary for the purposes aforesaid, in the manner hereinafter provided for the proper construction and security of the road. Fifth, To construct their road across, or upon any stream of water, water course, roadstead, bay, navigable stream, or highway, railroad, or canal, which the route of its road shall intersect or cross; but the corporation shall restore the stream, To restore public or water course, road, or highway, railroad or canal, thus intersected, works to their original to its former state as near as practicable, so as not to impede its condition. usefulness. and private land necessary tion of road, etc. SEC. 28. Until otherwise provided by law, any company organized May enter upon under this act, may enter upon, take possession of, and use all such for the construcreal estate and property as may be required for the construction and maintenance of a single or double track railroad, and the convenient accommodations appertaining to the same, by complying with the following provisions: Whenever the said corporation shall not have Proceedings acquired by gift, or purchase, any land, real estate, or property so required as aforesaid, or which may be affected by any operation thereon. connected with such construction and maintenance, it shall be lawful for the company, (by a petition signed by its attorney, or agent, describing with convenient accuracy and certainty, by map or otherwise, the lands, real estate, or property, so required to be taken or to be affected, setting forth the name and residence of each owner, or other persons interested therein as owner, claimant, tenant, lessee, or incumbrancer, as far as known to such attorney or agent, or appearing of record,) to apply to the Judge of the District Court, either in term time or vacation, of the county where the said lands, real estate, the compensation or property shall lie, praying the appointment of commissioners to Commissioners to decide upon for property appropriated. Appointment of Commissioners. How made, and proceedings thereon. Powers and duties of District Judges, and proceedings ascertain the compensation to be made to such owners and persons interested, for the taking or injuriously affecting such lands, real estate, or property as aforesaid. The Judge shall have satisfactory evidence that notice of an intended application, and the time and place thereof, for the appointment of Commissioners of Appraisement between said corporation and the owners and persons interested in such lands, real estate, and property, had been given, at least five days previously, to every such owner personally, or to some person of suitable age, at the residence or on the premises of such owner, or by publication thereof in a newspaper printed in the county in which such land, real estate, or property may lie; such publication to be allowed only in respect to owners, who shall appear, by affidavit, to have no residence in the county, known to such agent or attorney, whereat such notice could be delivered as aforesaid. The Judge may adjourn such proceedings from time to time when necessary to the furtherance of justice, and may direct any further notice thereof to be given that may seem proper; and he shall hear the proofs and allegations of the parties interested, touching the regularity of the proceedings, and shall, by an entry in his minutes, appoint five competent and disinterested persons, Commissioners, to ascertain such compensation as aforesaid, specifying in such entry a time and place for the meeting of the Commissioners. The said Commissioners, before entering Commissioners. upon the duties of their office, shall be sworn, and any one of them may administer oaths to witnesses produced before them, and they may adjourn from day to day, to enable the parties to procure testimony, but for no longer period than one day, without the consent of both parties, until the matter is finally determined, unless otherwise ordered by the said Judge for good cause shown. Whenever they shall have adjourned to enable the parties to procure testimony, any of the Commissioners may issue subpoenas and compel witnesses to attend. The Commissioners having heard the proofs and under this act. Powers and duties of |