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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 the by-laws of the company. There shall also be a Vice-President of the company, should the Directors deem it necessary, to be chosen from the board, and, also, such subordinate officers as the company, by its by-laws, may designate, who need not, necessarily, be stockholders. The said officers shall be chosen at such times and for such terms, and the Directors may fix the comCompensa pensation of each, and they shall give such security for the faithful performance of the duties of their respective offices as the Directors shall require, or as may be established by the by-laws of the company; and any such officer may be removed from office by the Board of Directors, and the vacancy filled by said board for the remainder of the term of office; and the Directors of such company shall also have power to fill all vacancies in their own body, and of all officers of the company, occasioned by death, resignation, or any other cause whatever.
843. SEC. 9. The Directors of any railroad company heretofore incorporated, or which may be incorporated hereafter, from and after its incorporation or organization, in pursuance of the provisions of this Act, or of any law now in force in this state, shall, for and on behalf of such company, manage the affairs thereof, make and execute contracts, of whatever nature or kind, fully and completely to carry out the objects and purposes of such corporation, in such way and manner as they may think proper, and exercise generally the corporate powers of such company; and such Directors shall also have full power to make such by-laws as they may think proper, and alter the same from time to time, for the transfer of the stock, and the management of the property and business of the company, of every description whatsoever, within the objects and purposes of such company, and for prescribing the duties of officers, artificers, and employes of said company, and for the appointment of all officers, and all else that by them may be deemed needful and proper, within the scope and power of said company; provided, that such by-laws shall not be inconsistent or in conflict with the laws of this state, or with the articles of association; provided, that such by-laws shall be approved by a majority of the stockholders, and shall not be inconsistent or in conflict with the laws of this state, or with the articles of association.
the same is recorded. No contract shall be binding upon the company unless made in writing.
845. SEC. 11. The Secretary of the corporation, who may Record of be elected by the Directors named in the articles of association, proceedings. 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 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 records 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 adjourn- To read ment of each meeting of the company, or of the Board of Direct-record prior ors, the record of the proceedings of such meeting shall be read and approved; and he shall also keep such other books as may be deemed necessary, or prescribed by the Directors, in which all the business transactions of the company shall be plainly and accurately kept; he shall keep a book to be labeled "Book of Stockholders," which shall contain the names of all persons, alphabetically arranged, who are, or shall have been, stockholders of said company, and showing their places of residence, if known, the number of shares of stock held by them respectively, the time when they respectively became the owners of such shares, the amount of cash actually paid to the company by them respectively for their stock, as also the time when they may have ceased to be stockholders; which book during the office hours of said Secretary, shall be open for the inspection of stockholders and creditors of the company and their personal representatives, at the office of said Secretary. There shall Further also be kept by the Secretary a transfer book, in which all duties of transfers of stock shall be duly entered, and no transfer of stock of such company shall be valid for any purpose whatever, except as between the parties thereto, until it shall have been entered therein by an entry showing to and by whom transferred, the numbers and designation of the shares, and the date of, and duly attested by said Secretary, and said book shall be presumptive evidence of the facts therein stated.
846. SEC. 12. The stock of such company shall be deemed Personal personal estate, and shall be transferable in the manner pro- stockholders. vided by the preceding section, and upon the book of the company, upon proper assignment and delivery to the assignee of the certificate of stock; but no share shall be transferable until all previous calls or installments thereon shall have been fully paid in.-As amended, Stals. 1869, 89.
847. SEC. 13. It shall be lawful for the Directors of such Payment of company to call in and demand from the stockholders the sums subscription. by them subscribed, in equal installments of not more than ten per cent. per month, unless otherwise stipulated in the articles of subscription, at such times as they deem proper. Notice of Notice.
Form of notice.
Sale of shares.
Certificates of stock.
each assessment shall be given to the stockholders personally, or shall be published once a week for at least four weeks, in a newspaper published at the place designated as the principal place of business of the corporation, or, if none is published there, in some newspaper nearest such place, which notice shall be substantially in the following form: "Notice is hereby given, that an asssessment of dollars per share on the stock of- -company, is due and payable at the office of the company in-(and at such other places as the Directors may designate, naming them), within thirty days from date. All shareholders are requested to make payment on or before that time, or such assessment will be promptly collected by law. , Secretary." If after such notice shall have been given, any stockholder shall make default in the payment of the assessment upon the shares held by him, the same or so many of such shares may be sold as will be necessary for the payment of the assessment on all the shares held by him. The sale of said shares shall be made as prescribed in the by-laws of the company; provided, that no sale shall be made except at public auction, to the highest bidder; and at such sale the person who will agree to pay the assessment so due, together with the expenses of advertisement and the other expenses of sale, for the smallest number of shares or parts of shares, shall be deemed to be the highest bidder. All stockholders shall be liable to such sale for installments due or required to be paid by such Directors as prescribed by this Act.
May borrow money.
848. SEC. 14. Certificates of stock shall be issued, signed by the President and Secretary, in such manner as may be prescribed by the by-laws of the company.-As amended, Stats. 1869, 89.
849. SEC. 15. Such companies shall have power to borrow from time to time on the credit of the corporation, and under such restrictions as two-thirds in interest of the stockholders may impose, such sum or sums of money not exceeding in all the amount of its capital stock, as may be necessary for the construction and equipment of their road, at a rate of interest not to exceed fifteen per centum per annum, and to execute bonds or promissory notes therefor, in sums not less than one thousand dollars in any one note or bond, and to secure said notes or bonds, may mortgage their corporated property and franchise, and pledge the income of the company; and the Directors of such company shall also provide, in such manner as to them Sinking fund. may seem best, a sinking fund, to be especially applied to the redemption of such bonds on or before their maturity, and may also confer on any holder of any bond so issued for money borrowed, or in payment of any debt, or contract, for the construc
of the Directors, within thirty days after the payment of the Capital stock last installment of the capital stock so fixed and limited by the paid in. company, shall make a certificate, stating the amount of capital so fixed and paid in, which certificate shall be signed by the Certificates of President and Secretary and a majority of the Directors, and they shall, within the said thirty days, file the same in the office of the Secretary of State.
851. SEC. 17. Every railroad corporation shall have power: Powers and First-To cause such examination and surveys for the pro-company. posed railroad to be made as may be necessary to the selection of the most advantageous route for the railroad, and for such purposes, by their officers, agents, and employes, to enter upon the lands or waters of any persons, but subject to responsibility for all damages which they shall do thereto.
Second-To receive, hold, take, and convey, by deed or otherwise, the same as a natural person might or could do, such voluntary grants and donations of real estate, and other property of every description, as shall be made to it to aid and encourage the construction, maintenance, and accommodation of such railroad.
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, all such lands and real estate, and other property, as the Directors may deem necessary and proper for the construction and maintenance of such railroad, and for the stations, depots, and other accommodations and purposes, deemed necessary to accomplish the object for which the corporation is created.
Fourth-To lay out its road or roads, not exceeding ten 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 purposes of making embankments, excavations, ditches, drains, culverts, or otherwise, and procuring timber, stone, and gravel, or other materials, may take as much more land, whenever they may think proper, 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, along, or upon any stream of water, watercourse, roadstead, bay, navigable stream, street, avenue, or highway, or across any railway, canal, ditch, or flume, which the route of its road shall intersect, cross, or run along, in such manner as to afford security for life and property; but the corporation shall restore the stream or watercourse, road, street, avenue, highway, railroad, canal, ditch, or flume thus intersected, to its former state, as near as may be, or in a sufficient manner not to have unnecessarily impaired its usefulness or injured its franchises.
Sixth-To cross, intersect, join, and unite its railroad with any other railroad, either before or after constructed, at any point upon its route, and upon the grounds of such other rail
road company, with the necessary turnouts, sidings, and switches, and other conveniences, in furtherance of the objects of its connections; and every company whose railroad is, or shall be hereafter, intersected by any new railroad in forming such intersections and connection, and grant the facilities aforesaid; and if the two corporations cannot agree upon the amount of compensation to be made therefor, or the points or the manner of such crossings, intersections, and connections, the same shall be ascertained and determined by commissioners, to be appointed as is provided hereinafter in respect to the taking of lands, but this section is not to affect the rights and franchises heretofore granted.
Seventh-To purchase lands, timber, stone, gravel, or other materials, to be used in the construction and maintenance of its road, or take them in the manner provided by this Act; may change the line of its road, in whole or in part, whenever a majority of the Directors shall determine, as is provided hereinafter; but no such change shall vary the general route of such road, as contemplated in the articles of association of such company.
Eighth-To receive by purchase, donation, or otherwise, any lands, or other property, of any description, and to hold and convey the same in any manner the Directors may think proper, the same as natural persons might or could do, that may be necessary for the construction and maintenance of its road, or for the erection of depots, turnouts, workshops, warehouses, or for any other purposes necessary for the conveniences of such companies, in order to transact the business usual for such railroad companies.
Ninth To take, transport, carry, and convey persons and property on their railroad, by the force and power of steam, of animals, or any mechanical power, or by any combinations of them, and receive tolls or compensation therefor.
Tenth-To erect and maintain all necessary and convenient buildings, stations, depots, and fixtures, and machinery for the accommodation and use of their passengers, freight, and business, and to obtain and hold the lands and other property necessary therefor.
Eleventh-To regulate the time and manner in which passengers and property shall be transported, and the tolls and compensation to be paid therefor, within the limits prescribed by law.
Twelfth-To regulate the force and speed of their locomotives, cars, trains, or other machinery used and employed on