sion.

sioners, or of such persons as may be appointed by them for that purpose, shall, at each of the places named, or such as may be named and designated, open books and receive subscriptions for stock in the said Rail Road company, during the times the said books are directed to be kept open; and on each share so subscribed, shall demand and receive the sum of five dollars, without which the subscription shall be void.

SEC. 4. That so soon as the time for receiving subscriptions so as aforesaid, shall have expired, the said commissioners shall respectively deposite all the money, so received by them, in some incorporated Bank, redeeming its notes in specie, in the State where the notes shall have been received, to the credit of the Henderson and Nashville Railroad Company, and shall also forward a correct list of all the subscribers to the said stock, with the number of shares each subscriber Central Commis has taken, to a central commission, to be composed of the following persons; Wyatt H. Ingram, of Henderson; Samuel Woodson, of Madisonville; Fidelio C. Sharp, of Hopkinsville; Mat. Martin, of Nashville, and Edward Howard, of the town of Clarksville, who, or a majority of whom, shall meet at the town of Hopkinsville, in the State of Kentucky, on the first Monday in November, 1850, and ascertain the whole number of shares taken in said company, and publish the same in some newspaper in the city of Nashville, and the town of Henderson, on or before the third Monday of November, 1850; and if the number of one thousand shares shall have been subscribed, in each of which there shall have been paid the sum of five dollars, the Company-when Henderson and Nashville Railroad Company shall be regarded as formed, and the said central commission or a majority of them, shall sign and seal four duplicate declarations to that effect, with the names of all the subscribers appended, and cause one of these duplicates to be deposited in the offices of the Secretaries of the States of Kentucky and Tennessee; and thenceforth, and from the day of closing the books of subscription, as aforesaid, the said subscribers of the stock shall form one body politic and corporate in deed and in law, in the States aforesaid, by the name and for the purpose aforesaid.

formed.

SEC. 5. That in case any of the persons forming said central commission shall not attend at Hopkinsville on the first Monday in November, 1850, or, attending, should refuse or be unable to act, the remaining member or members of said central commission, shall forthwith fill the vacancy; and the person or persons,

so appointed, shall constitute a part of said commis

sion.

stock.

SEC. 6. But if, on closing the Books aforesaid, the States and Corpo. number of one thousand shares shall not have been rations may take subscribed, then and in that case, the said central commission, by themselves or their agents, may receive subscriptions from any of the States of Indiana, Kentucky, Tennessee, South Carolina, Georgia, and also, from individuals or bodies corporate, until the number of ten thousand shares shall have been subscribed; Provided, the same shall be done on or before the first day of January, 1855, and when the said number of fifteen thousand shares shall have been subscribed, the said subscription shall be closed, the subscribers shall thenceforth form a body corporate as aforesaid, and the declaration thereof shall be made and deposited in the offices of the Secretaries of State in manner aforesaid; subscriptions for stock received by the said central commission or their agents, shall be accompanied with the certificate of some specie paying bank, in some of the said States, that an amount equal to five dollars on each share subscribed, has been deposited therein by the subscribers, to the credit of the said company.

funded.

SEC. 7. If on closing the books on the first day of Money, how reJanuary, in the year of our Lord one thousand eight hundred and fifty-five, the number of one thousand shares shall not have been subscribed, the money paid by each subscriber shall be returned to him, by one or more of the commissioners who received it, endorsing on the receipt given for it a check on the bank where it has been deposited, which the Bank shall be bound to pay only in case the central commission, or a majority of them, shall have published a declaration that the formation of the company has failed for want of 'fifteen thousand shares being subscribed.

pany.

SEC. 8. The said Henderson and Nashville Rail Powers of ComRoad Company, so formed as aforesaid, shall have succession of members for ninety-nine years, may have a common seal, may sue and be sued, plead and be impleaded, in any court of law or equity, and may make all such regulations, rules and by-laws, as are necessary for the government of the corporation, or for effecting the object for which it is created; Provided, such regulations, rules and by-laws, shall not be repugnant to the laws and constitutions of the said State, or the United States; Provided, that notice or service of process upon the principal ostensible agent of the company, in the State from whose court that process emanated, shall be deemed and taken to be due and lawful

Directors.

President.

reotors.

notice or service of process upon the company so as to bring it before the court.

SEC. 9. The affairs of said company shall be managed and directed by a board to consist of ten directors, of whom four shall be elected from stockholders residing in the State of Kentucky, and three from the stockholders residing in the State of Tennessee, and the remaining three shall be elected from among all the stockholders, without regard to their place of residence.

SEC. 10. The President of the company shall be elected by the directors from among their own members, in such manner as the regulations of the corporation may prescribe.

SEC. 11. As soon as the number of one thousand shares shall have been subscribed, in manner aforesaid, it shall be the duty of the commissioners appointed to declare the same, to appoint a time for the stockholders to meet at Hopkinsville, in the State of Kentucky, which they shall cause to be published in one or more newspapers, published in each of the States of Kentucky and Tennessee, at which time and place the said stockholders in person or by proxy, shall proceed to Election of Di. elect the directors of the company, and to enact all such regulations, rules and by-laws, as may be necessary for the government of the corporation and the transaction of its business; the persons elected directors at this meeting shall serve for such period, not exceeding one year, as the stockholders may direct; and at this meeting the stockholders shall fix on the day and place or places where the subsequent elections of Directors shall be held, and such elections shall thenceforth be annually made; but if the annual election should pass without any election of directors, the corporation shall not be thereby dissolved; but it shall be lawful, on any other day to hold and make such elections, in such manner as may be prescribed by a by-law of the corporation.

Board.

SEC. 12. The board of directors may fill up all va Vacancies in the cancies which may occur in it, during the period for which the board shall have been elected and on the absence of the President may fill his place by electing a President pro tempore.

SEC. 13. All contracts and agreements authenticated by the President of the Board shall be binding on the company without seal, or such other mode of authentication may be used as the company by their by-laws may adopt.

SEC. 14. The Board of directors shall not exceed in Contracts not to exceed Capital their contracts the amount of the capital of the corpo- and assets. ration, and of the funds which the company may have borrowed and placed at the disposal of the Board, and in case they should do so, the President and Directors who may be present at the making such contract or contracts, so exceeding the amount aforesaid, shall be jointly and severally liable for the excess, both to the contractor or contractors, and the corporation; Provided, That any one may discharge himself from such liability by voting against such contract or contracts, and causing such vote to be recorded on the minutes of the Board, and giving notice thereof to the next general meeting of the stockholders.

SEC. 15. The company shall have power and may Location and use proceed to construct, as speedily as their means will of road. permit, Railroads with one or more tracks, to be used with steam, animal, or other power, which will pass through the State of Kentucky or Tennessee, so as to form continuous lines of said road between the town of Henderson and the City of Nashville, and the lines of which road shall be established by the Board of Directors subject to the control of stockholders at a general meeting; the said company may use any section of the rail road by them to be constructed before the whole shall be completed, subject to the rates hereinafter mentioned; Provided, that said contemplated road shall be 80 located as that in its course it shall touch at the town of Clarksville in the State of Tennessee, in such manner as to afford to said town all the benefits of which the road is capable, and there shall be a convenient and suitable depot established at some proper place in said town of Clarksville by the company, adequate to the business, commerce and trade of said town.

Clarksville.

Branches.

SEC. 16. The said company may by consent of the May construct Legislatures of Tennessee and Kentucky, construct branches of their road; Provided, such branches shall not conflict with any chartered rights, existing at the time of their construction; and provided, that they shall be attended with no exclusive privileges, except the exclusive right of transportation of goods, wares, merchandise, produce and persons thereon, subject to the rates hereinafter mentioned; and provided also, that nothing in this act shall prevent the State, through which any part of the said main road or its branches may pass, from establishing rights of way across such main road or branches.

Rates of Trans

SEC. 17. That the said company shall have the exclusive right of transportation or conveyance of per-portation

sons, goods, wares, merchandise and produce over the said rail road and its branches by them to be constructed; Provided, that the charge for transportation or conveyance shall not exceed thirty-five cents per hundred pounds on heavy articles, and ten cents per cubic foot on articles of measurement, for every hundred miles, and five cents a mile for every passenger; and provided also, that the said company may, when they see fit, farm out their right of transportation on the said road or any of its branches, subject to the rates above mentioned.

SEC. 18. The said company, and every person who Common carriers, may have received from them the right of transportation of goods, wares, merchandise and produce over the said road, shall be deemed and taken to be common carriers, as respects all goods, wares, merchandise and produce entrusted to them for transportation.

Calls of Stock.

capital.

SEC. 19. The Board of Directors may call for the payment of ninety-five dollars on each share of the stock, in sums not exceeding five dollars, in every sixty days, except that after eighty dollars have been paid in each share, the remaining twenty dollars may be called for in two instalments, which shall be at least sixty days apart, or the payments may be called for in smaller sums, and at more distant periods; the call for each instalment shall be advertised in one or more newspapers in Nashville and Henderson, and at such other places as may be directed by the rules of the company, at least one month before the time the same is to be paid; according to the rules of the company, any of the instalments, so called for as aforesaid, shall induce a forfeiture of the share or shares, on which default shall be so made and all payment thereon; and the same shall vest in and belong to the company, and may be restored to the owners by the Board of Direc tors, if they deem proper on the payment of all arrears on such shares and legal interest thereon, or the Directors may sue the stockholders for their instalments due at their discretion.

SEC. 20. The stock in said company may be transferred in such manner and form, as may be directed by the laws of the company.

SEC. 21. The said company may at any time inMay increase crease its capital to a sum sufficient to complete the said road or its branches and stock it with every thing necessary to give it full operation and effect, either by opening books for new stock, or by selling such new stock, or by borrowing money on the credit of the company, on the mortgage of its charter and works; and