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tice of the times and places of taking such subscriptions, in some newspaper printed in the city of Detroit and in the village of Niles.

Sec. 2. The capital stock of said company shall be one million dollars, in ten thousand shares of one hundred dollars each ; and as soon

Capital as five hundred shares of said stock shall be subscribed, the subscribers thereto, with such other persons as shall associate with them for that purpose, their successors and assigns, shall be and they are hereby created a body politic, by the name and style of the St. Joseph Valley Rail Road Coinpany, with perpetual succession, and by Incorporat'd that name shall be capable in law of purchasing, holding, selling, leasing and conveying estate, either real, personal or mised, so far as the same may be necessary for the purposes hereinafter mentioned and no further, and in their corporate name may sue and be sued, may have a common seal which they may alter and renew at pleasure, and shall have, enjoy, and may exercise all the powers, rights and privileges which appertain to corporate bodies for the purposes mentioned in this act.

Sec. 3. Said company hereby created shall have power to construct a rail road with a double or single track from the village of St. Joseph, Route and

description in the county of Berrien, via the village of Cassopolis, in the county of road. of Cass, to any point in the county of St. Joseph, upon the most desirable route, with power to take, transport and carry property and persons upon the said rail road, or any part thereof herein authorized to be constructed, by the force and power of steam or of animals, or of any mechanical or other power, or of any combination of them which the said company may choose to apply.

Sec. 4. If said corporation shall not within five years after the passage of this act, commence the construction of said rail road, and to be com. shall not within ten years from the passage of this act, construct, finish and put in operation the whole of said rail road, then the rights, privileges and powers of the said corporation shall be null and void, so far as it regards such part of said rail road as shall not be finished within the periods limited by this act. Sec. 5. Whenever five hundred shares of the capital stock shall 1st meeting

of subscri. have been subscribed, if within five years from the passnge of this act, bers. the commissioners shall call a meeting of the subscribers, at surh time and place as they may appoint, giving thirty days' public notice of such

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Directors to be chosen annually

meeting, and shall lay the books of subscription before the subscribers then present, and thereupon the said stockholders or a majority of them, shall elect seven directors by ballot, a majority of whom shall be competent to manage the affairs of said company, and all of whom shall be stockholders in said company; and said directors are empowered to elect one of their number president; and on all occasions when a vote of the stockholders is to be taken, each and every share shall entitle the holder thereof to one vote, either by himself in person or by proxy.

Sec. 6. To continue the succession of president and directors of said company, seven directors shall be chosen annually on the first Monday in October, at such place as may be appointed by the directors; and if any vacancy shall occur by death, resignation or otherwise, of any president or director, before the ycar for which he was elected shall have expired, such vacancy for the remainder of the year may be filled by the directors of said company or a majority of them. The president and directors of said company shall hold their office until a a new election of president and directors. All elections which are by this act or by the by-laws of the company to be made on any particular day, may be made at any time within sixty days thereafter, notice of such meeting being given as prescribed in the preceding section.

Sec. 7. A general meeting of the stockholders of said company shall be held annually at the time and place appointed for the election of president and directors; and a meeting may be called at any time during the interval between the said annual meltings, by the president and directors or by the stockholders owning not less than one fourth of the whole stock subscribed, by giving thirty days public notice of the time and place of such meeting; and when any such meeting is called by the stockhol'ers, the particular object of such call shall be stated; and if, at any meeting thus called, stockholders owning a majority of stock subscribed are not present, in person or by proxy, such meeting shall be adjourned from day to day, not exceeding three days, without transacting any business; and if, within said three days, stockholders having a majority of such stock do not attend such meeting in person or by proxy, then the said meeting shall be dissolved.

Sec. 8. At each annual meeting of the stockhch lers of said company, it shall be the duty of the president and directors in office for the

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preceding year, to exhibit a clear and distinct statement of the affairs of the company; and at any meeting of the stockholders, a majority of those present in person or by proxy, may require similar statements from the president and directors, whose duty it shall be to furnish them when thus required; and at all general meetings of the sto :kholders, those holding a majority of the stock subscribed, may remove from office any president, or any directors of said company, and elect others in their stead : Provided, Notice of such intended removal has been given as hereinbefore provided.

Sec. 9. The said president and directors, or a majority of them, powers of shall have power to appoint, contract with and determine the compensation of all such officers, engineers, agents and servants whatsoever, as they may deem necessary for the transaction of the business of the company, and remove them at pleasure ; and the said president and directors, or a majority of them, shall have power to determine the manner and evidence of the transfers of stock in said company; and they shall have power to pass all the by-laws which may be necessary for carrying into execution all the powers vested in the company hereby incorporated : Provided, Such by-laws shall not be contrary to the constitution or laws of the United States, nor of this State : And provided further, That nothing in this act contained shall extend or be construed to authorize the suid company to carry on the business of banking, brokerage, dealing in proguce or any other business excert what properly belongs to a rail road and transportation company, as hereinafter provided. But the said company shall have power and authority to build, own, hire and use, in the navigation of the lakes and the rivers and waters connecting the same, one or more boats or vessels, for the purpose of transporting persons and property to and from the ports upon said waters, and to receive such remuneration therefor as may seem just and proper, and to exercise all the

powers in relation to the management of such boats or vessels as an individual might lawfully do.

Sec. 10. For the purpose of constructing said rail road or way, co. may apsaid company shall have authority and power to lay out, designate

1.ee lands,& and establish their rod in width not exceeding one hundred feet through the entire line thereof, and may take, have and appropriate to their use all such lands so designated for the line or construction of

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said road; and for the purpose of cuttings and embankments, and for the obtaining of stone, sand and gravel, may take and appropriate as much more of land as may be necessary for the proper construction and security of said road, and for constructing shops, depots and other proper, suitable and convenient fixtures, in connection with, and as appurtenances to said rail road, not exceeding two hundred feet in width from said rail road, the said company taking all such lands as gifts, or purchasing or making satisfaction for the same in manner hereinafter provided.

Sec. 11. The said company, and under their direction their agents, servants and workmen, are hereby authorized and empowered to enter into and upon the lands and grounds of or belonging to the state, or to any person or persons, bodies politic or corporate, and to survey and take levels of the same or any part thereof, and to set out and ascertain such parts as they shall think necessary and proper for making said rail road, with one or more sets of tracks or rails, and for all the purposes connected with said rail road, for which the said company, by the last preceding section is authorized to take, have or appropriate any lands, and to fell and cut down all timber and other trees, standing or being within one hundred feet on each side of said line of rail road; the damages occasioned by the felling of such trees, unless otherwise settled, to be assessed and paid in manner hereinafter provided for assessing and paying damages for land taken for the use of said company; and also to make, build, erect and set up in and upon the route of said rail road, or upon the land adjoining the same, all such works, ways, roads and conveniences, as may be requisite and convenient for the purposes of said rail road ; and also from time to time to alter, repair, amend widen or enlarge the same, or any of the conveniences above mentioned, as well for the carrying or conveying goods, commodities, timber or other things to and upon said rail road, as for carrying or conveying all manner of materials necessary for making, erecting, furnishing, altering repairing, amending, widening or enlarging the works of or connected with said rail road, and to contract or agree with the owner or owners thereof, for earth, timber, gravel, stone or other materials, or any articles whatsoever, which may be wanted in the construction or repair of said road or any of its works or appurtenances; and also to make, repair, maintain and alter any

May receive

fences or passages under or through the said rail road, or which shall communicate therewith, and to construct, erect and keep in repair any piers, arches or other works in, upon and across any rivers or brooks, for making, using or maintaining the said rail road and side paths, and also to construct, make and do all other matters and things which may be necessary and convenient for making effecting and preserving, improving completing and using the said rail road, in pursuance of and within the true intent and meaning of this act, they, the said company, doing as little damage as possible in the execution of the several pow. ers to them hereby granted, and first making satisfaction in manner hereinafter mentioned, for all damages to be sustained by the owners or occupiers of said lands, tenements and hereditaments, before aj propriating the same to the construction of said road.

Sec. 12. The said company shall have power and authority to receive, take and hold all such voluntary grants and donations of land wante of

lands, &c. and real estate for the purposes of said rail road, as may or shall be made to said company, to aid in the construction, maintenance and accommodation of said rail road, and said company may contract and agree with the owners or occupiers of any lands upon which the said company may wish to construct the said rail road or way, or which said company may wish to use or occupy for the purpose of excavation, or of procuring stone, sand, gravel, earth or other materials, to be used in embankments or otherwise, in or about the construction, repair or enjoyment of said rail road, or which the company may wish to use or occupy in any manner, or for any purpose or purposes connected with said rail road, for which the said company is authorized or empowered by this act to take, have or appropriate any lands, and to receive and take grants and conveyances of any or all such lands, and of any or all interests or estates therein, to them and their assigns, in fee or otherwise ; and in case said company cannot agree with the owners or occu

Assesement piers of such lands as aforesaid, so as to procure the same by the volun- of damages. tary deed or act of such owner or occnpier thereof; or if the owners or occupiers, or either or any of them, be a femme cover', ur der age, non compos mentis, unknown or out of the county in which the land or property wanted may lie or be situate, application may be niade to the circuit court commissioner, county judge or judge of probate of such county in which the lands are situate, or a judge of the su

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