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§ 3. The capital stock of said corporation shall be nine Capital stock. hundred thousand dollars; shall be deemed personal property, and divided into shares of one hundred dollars each; be subscribed for and taken under the direction of the directors of said corporation and hereinafter named commissioners; books to be opened for that purpose, in such manner as may be prescribed by the by-laws of said corporation, and in pursuance with the provisions of the fourth section hereof.
§ 4. The following named persons, to-wit: James Commissioners McCoy, Leander Smith, Irving G. Gates, N. W. Hub- for subscription. bard and John Phelps, of Whiteside county, State of Illinois, shall be commissioners for receiving subscriptions to the capital stock of said corporation, who shall, within twelve months from the passage of this act, cause books to be opened, at such times and places as they may deem proper, for receiving subscriptions to said capital stock. Notice of the time and places when and where the books will be opened to be given by publication, for at least thirty days, previous to opening the same, in some weekly newspaper published in the county of Whiteside. On opening said books, said commissioners shall attend, by themselves or agents, and continue to receive subscriptions to the capital stock of said corporation, from all persons who will subscribe thereto, until fifty thousand dollars thereof shall have been subscribed. Each subscriber shall, at the time of subscribing, pay to the commissioners or directors the sum of five dollars on each share of the stock subscribed for by him and the said commissioners shall, so soon as the directors of said corporation are elected, deliver to them the whole amount so received, and also all subscription books and papers belonging to said company. A majority of said commissioners may fill any vacancies that may occur in their number, by death, resignation or otherwise.
§ 5. The affairs of said corporation shall be managed Board of direc by a board of seven directors, to be chosen annually, after the first election, by the stockholders, from among themselves. The first election for directors shall be holden, as soon as may be, after the said fifty thousand dollar stock shall have been subscribed. The commissioners shall give notice of the time and place at which a meeting of the stockholders will be held for the choice of directors. And at the time and place appointed for that purpose, the commissioners, or a majority of them, shall attend, and act as inspecters of said election. The stockholders who shall be present, shall proceed, by ballot, to elect their directors; and the commissioners present shall certify the result of such election, under their hands; which certificate shall be recorded in the books of the corporation, and shall be sufficient evidence of the election of the directors therein named. All future elections shall be held at the times and in the manner pre
Officers of the board.
scribed by the by-laws and regulations of said corporation. Each stockholder shall be entitled to vote, in person, one vote for every share he may own at the commencement of each election; and a plurality of votes may determine the choice; but no stockholder shall be allowed to vote at any election, after the first, for any stock which shall have been assigned to him within thirty days previous to holding such election. § 6. At the first meeting of said directors, after their said election, they shall elect, by ballot, from their own number, a president, vice-president and treasurer. The president shall preside at all meetings of said directors, it present; and, when absent, the vice-president shall preside. And a majority of said directors shall constitute a quorum for the transaction of business. Said board of directors shall have power to fill all vacancies in said board.
§ 7. The directors shall employ a suitable person to act as secretary, to keep a correct and full account of all its affairs, which shall, at all times, be subject to the inspection of any stockholder; and shall employ such other clerks, managers and agents as they may deem essential to the good of said company.
$8. The treasurer, before entrusted with the funds of said company, shall give bond, with security, to the satisfaction of said board of directors, conditioned for the safe keeping of all moneys, subject to the order of said board, and for the faithful performance of his duties.
Qualifications of § 9. No person shall become a stockholder in this company, by subscription, unless he shall be worth, in money or property, or both, the amount of money by him, her or them subscribed, at the date of such subscription, over and above all his, her or their indebtedness and rights secured to them under any exemption laws of the State of Illinois, or of such State or territory in which said subscriber may reside at date of said subscription; and all sums subscribed to the capital stock of said company, not coming within the foregoing provisions, in this section contained, shall be deemed void, at the election of said directors.
Payment of subscriptions.
10. No stockholder shall be entitled to vote at any election for the officers of said company, unless he shall first have paid all calls of stock made upon him by the board of directors of said company, if the time has elapsed for the payment thereof after said call.
§ 11. It shall be lawful for the directors to require payment of the subscriptions to the capital stock, at such times and in such proportions, and on such conditions as they shall deem proper, under the penalty of the forfeiture of the stock and all previous payments thereon; and they shall give notice of the payments thus required, and of the place where and the time when the same are required to be paid, at least thirty days previous to the time of requiring pay
ments, by publication in such newspaper and for such time as said directors shall direct.
estate and en
§ 12. The said corporation is hereby empowered to pur- Purchase of real chase, receive and hold such real estate as may be necessary tering upon and convenient in accomplishing the objects for which this lands. corporation is granted, and may, by their agents, engineers and surveyors, enter upon and take possession of and use all such lands and real estate as may be necessary and indispensable for the construction and maintenance of said railroad and appendages and accommodations requisite and appertaining thereto, and may, also, receive, take and hold, all such voluntary grants and donations of lands and real estate as shall be made to the corporation, for the purposesaforesaid; but whenever any lands, real estate or materials shall be taken and appropriated by said corporation, for the location or construction of said railroad or its appendages, or any work appertaining thereto, and the same may not be given or granted to said corporation, or the proprietor or proprietors do not agree with said corporation as to the amount of damages or compensation which ought to be allowed and paid therefor, or shall not mutually agree on some person or persons to appraise the same, damages shall be estimated and assessed in manner following, to-wit: the said corporation, or the owner or owners of said lands may, on giving notice of their intended application, and the time and place of making the same, apply, by petition, to the judge of the circuit court of the county in which said lands may lie; or in the absence of the said judge from said county, then to the county judge, particularly describing in said petition the lands to be appraised; and upon proof that reasonable notice has been given, as directed, the said circuit judge, or, in his absence, then the county judge, shall, upon hearing the petition, appoint three disinterested freeholders, residents of the county in which said lands may be situated, as commissioners, for the purpose of assessing such damages, and the order in which they are appointed Mode of appraisshall specify the lands proposed to be appropriated and al and assessoccupied by the corporation, for the purposes aforesaid. ages. The said appraisers, after being duly and legally sworn, by some officer legally authorized to administer oaths, honestly and impartially to assess such damages, shall proceed, by viewing said lands, and by such other evidence as the parties may produce before them, to ascertain and assess the damages which each owner shall sustain by the appropriation of his lands for the purposes aforesaid. The said Report of appraisers shall make a report, in writing, to said judge of praisers. the circuit or county court, as the case may be, reciting the order of their appointments, and specifying the several parcels of lands described therein, the names of the owner or owners of the respective parcels of land, if known—if not known, stating that fact, and specifying, also, the damages
ment of dam
which the owner of the respective parcels will sustain by reason of the appropriation of the same for the purpose aforesaid; which said report shall be filed in the office of the clerk of the circuit or county court, as the case may be, in which said lands may lie. Should either party be dissatisfied with said assessments, the said judge may, at the next term of the circuit or county court, as the case may be, on hearing the parties in interest, or, if both do not Decision of court. appear, on proof of notice being given to the opposite party, modify the said assessments, as to him shall appear just. At the said term of the court, as aforesaid, holden next after the filing of said report, as aforesaid, a record shall be made of the report, with the order of the said court thereon, accepting or modifying the same. On the payment of damages, if any, thus assessed, and the expenses of assessment, the corporation shall immediately become seized and possessed of the said lands and property, and entitled to the use of the same for the purposes aforesaid. in § 13. When the lands or any other property or estate of Cs, married wo- any married woman, infant, or person non compos mentis, shall be necessary for the construction of the said railroad, or its appendages, the husband of such married woman, or the guardian of such infant or person non compos mentis, may release all damages in relation to the land, property or estate to be taken and appropriated, as aforesaid, as fully as they might do if the same were holden in their own right, respectively; or the husband or guardian of any such person whose property shall be taken, as aforesaid, may appear and act for and in their behalf in obtaining an assessment of the damages to the same, under this act; and in case such infant or person non compos mentis, whose property may be taken, as aforesaid, shall be without guardian, the judge of the circuit or county court, as the case may be, shall have power to appoint a guardian ad litem, to act in behalf of such
8 14. Whenever it shall become necessary, under this act of incorporation, for the construction of a single or double track railroad, or lateral lines therefrom, as therein authorized, to intersect or cross any stream of water, public road, highway, or any other railroad, it shall be lawful for such corporation to construct or cross the same: Provided, that said corporation shall restore such stream, water-course, road, highway or railroad to its former state, or in such manner as not to materially impair its usefulness.
§ 15. At any time after the first election of directors of said company, said railroad company may connect its road with the railroad of any other railroad company in the State of Illinois, on such terms as said company may agree upon; and said company may consolidate its road and franchise with any other railroad in said State, on such terms as aforesaid; notice of which consolidation, if any, shall be in
writing, and filed in the office of the Secretary of the State of Illinois.
§ 16. As soon as may be, after the first election of said Opening directors, they shall open books of subscription to the capital stock of said company, at such time and place as they shall deem necessary; and shall keep the said books open until the whole of said capital stock shall be subscribed, at which time said books shall be closed.
§ 17. If any person or persons shall willfully or negli- Injury to road. gently do, or cause to be done, any act or acts whatever, whereby the said road, or any part thereof, or any building, construction or work of said corporation, or any engine, machine or structure, or any matter or thing appertaining to the same, shall be stopped, obstructed, weakened, or impaired, injured or destroyed, the person or persons so offending shall forfeit and pay to said corporation treble the amount of the damages sustained by reason of such offense, to be recovered, with costs of suit, in the name of said corporation, by action of debt; and such offender or offenders shall, also, be deemed guilty of a misdemeanor, and be subject to indictment, and punished as in other cases.
818. For the purpose of facilitating the construction of Borrowing said railroad authorized by this act, the said corporation is, and shall be permitted to negotiate a loan, or loans of money, to the amount of its capital stock, and to pledge all of its property, real and personal, and all its rights, credits and franchises, for the payment thereof, and for that purpose may execute bonds and mortgages, signed by the president and countersigned by the secretary thereof.
§ 19. It shall be the duty of the corporation hereby created, when the railroad contemplated by this act shail have been completed, to keep and maintain the same in good condition and repair; and whenever, from any cause whatsoever, the same shall become injured or out of repair, the said corporation shall immediately proceed to repair the
§ 20. This act shall be deemed and considered a public act, and shall be favorably construed for all purposes herein expressed, in all courts and places whatsoever.
21. The provisions of this act shall be subject to this Time of complecondition, namely, that the railroad herein contemplated tion of road. shall be completed and finished within fifteen years from the
APPROVED February 21, 1863.