and every stockholder shall be entitled to one vote, in person or by proxy, for each share of stock held and owned by him. Officers. value. SEC. 5. Be it further enacted, That the Directors of said corporation at their first meeting which shall be within six months after the passage of this act, shall elect one of their number President, and shall elect a Secretary and Treasurer of said corporation, and they shall adopt by-laws, rules and regulations for the observ- By-laws. ance and governance of said corporation, its officers and members, in the management of the business, and business affairs of said corporation, and which shall provide for the election or appointment of such other officers and agents of said corporation as shall be deemed necessary, and shall name the time and place for the future annual meetings and elections of the stockholders of said corporation. At the same meeting the said Directors shall Capital Stock determine the amount of the capitol stock of said corporation, and the limits thereof, and the number of Shares. Par shares, and the par value of each share, and shall provide for receiving subscriptions to the capital stock, and opening books for that purpose, and the amount of the Subscriptions. capital stock of said corporation, and the limits thereof, and the number and par value of its shares shall not be Limits, Num thereafter changed, except by the vote of the majority ber and par of the stockholders in interest of said corporation at a changed; and special meeting, called for that purpose by the President and Secretary, by any five of the Directors, or by a number of stockholders, owning or representing one fourth of the shares of said capital stock. A majority of said Directors shall constitute a quorum for the transaction of Quorum. business, and the number of said Directors may be increased, or diminished, by a majority vote of the stock- number of holders in interest at any future annual meeting; Provided, The number shall not be less than five, and not more than seventeen. The Secretary of the said corporation shall enter upon the book of records of said Records. corporation the proceedings of the first meeting of said directors, as also those of any adjourned meeting thereof, and the President shall, within thirty days thereafter, of first or ad file a true copy thereof, certified by himself and the said journed meetsecretary, under the seal of said corporation, in the office Secy State's of the Secretary of State, who is hereby authorized to receive and file the same among the records of his office, and which certified copy, as well as the original, shall be value. How when. Directors Proviso. Copy journal ing, filed in office. Evidence, facts stated. chased. Executors. deemed and taken as conclusive evidence of the facts therein stated. SEC. 6. Be it further enacted, That said corporation Land pur being hereby authorized to purchase, receive and hold such real estate as may be necessary and convenient in accomplishing the object for which this corporation is organized, it may, by its agents, surveyors, engineers, servants, enter upon all lands and tenements through which it may conclude to make such Railroads; and survey, lay out and construct the same, and may agree and contract for the land, right of way, with the owners of Right of way the land through which it extends to make said roads. In case said lands belong to the estate of any deceased persons, then with the executor or administrator of such; or in case of the same belonging to a minor or person non compos mentis, then with his or her guardian; or in case said lands be held by trustees of school sections, or other trustees of estates, then with such trustees; and said executors, administrators, guardians and trustees, are hereby declared competent for such estate, person or minor to contract with said company, to use, occupy and possess the lands of such estates, persons, minors or trustees, so far as may be useful or necessary for the purpose of said railroads; and the act and deed of such executors, administrators, guardians or trustees, in relation thereto, shall pass a title in such lands, in the same manner as if the said deed or act was made or done by a legal owner, of full age and sound mind; and such executor, administrator, guardian or trustee shall account to those interested in their respective bond for the amount paid him in pursuance of such agreement and composition; and if the said company and the parties representing lands prefer, they may refer the question of Arbitrators. compensation to arbitrators, mutually chosen, whose award, or that of their umpire, (in case of disagreement,) shall vest title according to its terms. SEC. 7. Be it further enacted, That if said corporation is unable to agree for the purchase of any real estate, or the right of way thereupon, or any estate therein, required for the use and purposes of said corporation as provided in the preceding section, or is unable for any cause to obtain the title, or right of way, therein, it shall have the right to acquire titles to the same in the following manner: The said corporation may apply to the supreme court for the appointment of commissioners of tained. Application. ments: First. Third. appraisal, at any general or special term, or to any judge Title, how obthereof, in vacation, or judge of the probate court, or it may apply to any circuit court of the county in which the said land lies, at any general or special term, or to any judge thereof, in vacation; such application shall be made in writing and signed by the president, or one of the directors of said corporation, or by an agent or attorney of said corporation authorized for that purpose, and shall substantially set forth and state: First. It must Its averbe entitled so as to describe the court wherein, or the Judge to whom, the application is made, and the character of the application. Second. The name and official Second, character of the person applying in behalf of the corporation must be stated. Third. The real estate which the corporation seeks to acquire must be described by metes and bounds, and the estate therein which corporation seeks to acquire must be set forth; and several parcels of land, owned by different persons, may be included in one application. Fourth. That the corporation has not been able to acquire the estate in said lands required, and the reasons of such inability. Fifth. The names of Fifth. all owners or parties interested in said real estate, so far as the same are known to the applicant, must be set forth; and if not known, that fact must be stated. A copy of such application and notice of the time and Copy applica place the same will be presented must be served on all served. persons named in said application as owners or interested in said real estate, at least five days prior to the presentation of the same; Provided, Such owners so named are residents, and can be found within the State, and are Proviso. ut infants, idiots, or persons of unsound mind. Fourth. tion and notice ceedings. SEC. 8. Be it further enacted, That, on presentation of the application to the court or judge therein named, and no person appearing to oppose said application, and Legal prowhenever it shall satisfactorily appear, from said application, and proof thereunto attached, that service of notice of the time and place of the presentation of said application upon all the owners and persons interested in said land has been made, the said court, or the judge thereof, shall forthwith make an order appointing three disinterested and competent persons who reside in the county where the premises are situate, or an adjoining county thereto, as commissioners to ascertain and appraise the compensation to be made to the owners or persons interested in the real estate proposed to be taken by missioners. said corporation for its purposes and shall fix a time and place for the first meeting of said commissioners. In case any person who shall be the owner, or who shall have a vested interest in said premises, shall appear at the time and place of the presentation of such applica tion, the said court or judge, before making said appointment of commissioners, may hear such person and said corporation in relation to any persons proposed for appointment as such commissioners; their place of residence, their competency and interest; and after such hearing the said court or judge shall make an appointment of three commissioners, as aforesaid, in accordance with the discretion and judgment of said court or judge. In case it shall appear by said application that any person, or any of the persons owning or interested in the said premises described in the application, or any part of the same, are not known to the said corporation or are not residents of the county or State wherein said real estate is situate, or cannot be found therein after due diligence, or are infants, idiots, or persons of unsound mind, then, and in such case, the said court or judge before making said appointment of commissioners shall make such enquiries as to such owners and parties interested in said premises, and shall make such orders for service of notice upon them or upon any persons in regard to said application, and such other order, or orders, in the premises as the said court or judge may deem necessary, proper and just, and shall then make such appointment of commissioners as aforesaid; and in connection therewith make such orders as to the service of any future notice upon the owners of said premises of the meeting and appraisement of said commissioners and the confirmation of the same as may seem to said court or judge equitable and just. SEC. 9. Be it further enacted, That the commissioners so appointed, or a majority of them, shall hold their first Duty of Com-meeting at a time and place appointed by the court or judge, and may adjourn from time to time at their discretion. They shall take and subscribe an oath before any officer authorized to administer oaths in the State of Alabama, to the effect that they, and each of them, will impartially, and to the best of their judgment and ability, perform the duties of said commissioners. Any one of the said commissioners may issue subpoenas and administer oaths to witnesses whenever they meet to take testimony or hear the parties, except by the appointment service. ers pay. Commission ers report, pro- SEC. 10. Be it further enacted, That, on such report being made by such commissioners, the court or judge shall appoint a time and place for the hearing of said corporation, and of all parties interested in said lands, in regard to the confirmation of said report, and shall by order, direct the manner and form of the service of any notice of the same upon any persons that, in the judgment of the said court or judge should be notified, and, on the day of such hearing, if no person shall appear to oppose the confirmation of the said report, the same shall be confirmed by the said court or judge, and an order shall be made reciting the proceedings of the appraisal, the confirmation of the same, and a description of the real estate, and directing to whom the money or value of said real estate is to be paid, or in what manner the same shall be deposited by said corporation for the use and benefit of said owners. And if any person shall appear to oppose the confirmation of said report, the said court or judge shall hear the parties for and against such |