same is to continue, which shall not exceed fifty years; the amount of the capital stock of the company, which shall be the actual cost of constructing the road, together with the cost for the right of way, motive power, and every other appurtenance for the completion and running of said road, as nearly as can be estimated by competent engineers; the number of shares of which the said stock shall consist; the number of directors, and their names, to manage the concerns of the company, who shall not be one half in the number of the stockholders, and shall hold their offices until others are elected; the place from and to which the proposed road is to be constructed; and each county into or through which it is intended to pass, and its length as near as may be, and the names of five commissioners to open books of subscription to the stock; each subscriber to such articles of association, shall subscribe thereto his name, place of residence, and the number of shares of stock taken by him in such company. The said articles of association may, on complying with the provisions of the next section, be filed in the office of the Secretary of State, and thereupon the persons who have so subscribed, and all persons who shall, from time to time, become stockholders in such company, shall be a body corporate, by the name specified in such articles, and shall possess the powers and privileges, and be subject to the provisions contained in titles three and four, chapter eighteen, of the first part of the revised statutes.

Sec. 2. Such articles of association shall not be filed in the office of the Secretary of State, until ten per cent. on the amount of the stock subscribed thereto, shall have been actually and in good faith paid in cash, to the directors named in such articles, nor until there is endorsed thereon, or annexed thereto, an affidavit made by at least three of the directors named in such articles, that the amount of stock required by the first section has been subscribed, and that ten per cent. on the amount has actually been paid in.

Sec. 3. A copy of any articles of association filed in pursuance of this act, with a copy of the affidavit aforesaid, endorsed thereon, or annexed thereto, and certified to be a copy by the Secretary of this State, or his deputy, shall, in all courts and places, be presumptive evidence of the incorporation of such company, and of the facts therein stated.

Sec. 4. When the certificate shall have been filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, by the name stated in such certificate; and shall be capable of suing and being sued, and may have a common seal, and may make and alter the same at pleasure; and be capable in law of purchasing, holding, and conveying any real and personal estate whatever, necessary for the construction of such road, and for the erection of all necessary buildings, yards, and appurtenances for the use of the same.

Sec. 5. The commissioners for opening the books of subscription, named in the act of incorporation, shall, from time to time, after the company shall be incorporated, open books of subscription to the capital stock of the company, in such places, and after giving such notice, as a majority of them shall direct, which books of subscription shall

be kept open until all the capital stock shall be subscribed, if the corporation shall so long exist, and in case a greater amount of stock shall be subscribed than the whole capital stock of such company, the commissioners shall distribute such capital stock as equally as possible, among the subscribers, but no share thereof shall be divided in making such distribution, nor shall a greater number of shares be allotted to any subscriber than such subscriber shall have subscribed for.

Sec. 6. As soon as practicable after such capital stock shall have been subscribed and distributed as aforesaid, the commissioners to receive subscriptions thereto, shall appoint a time and place for the meeting of the stockholders to choose directors. Such meeting shall be held in one of the counties in or through which such railroad is proposed to be constructed; and notice thereof shall be given by said commissioners, by public notice to be published, not less than twenty days previous thereto, in the State paper, and a newspaper published in each county through which the said road shall be intended to run, in which a newspaper shall be published. Thirteen directors shall be chosen at such meeting, by ballot, and by a majority of the votes of the stockholders, being citizens of the United States, and being present in person or by proxy; and every such stockholder, being so present at such election, or at any subsequent election of directors, shall be entitled to give one vote for every share of stock which he shall have owned for the thirty days next preceding such election; but no stockholder shall vote at any such election, upon any stock, except such as he shall have owned for such thirty days. No person shall be a director, unless he shall be a stockholder, owning stock absolutely and in his own right, and qualified to vote for directors at the election at which he shall be chosen, nor unless he shall be a citizen and resident of this State; and at least seven of the directors shall, at the time of their election, be residents of the counties in or through which the route of such railroad shall run. The directors shall be directors for one year, and till others are elected in their places.

Sec. 7. The commissioners named in the last preceding section, shall be inspectors of the first election of directors, shall openly count the votes, and declare the results, and shall, within ten days thereafter, file a certificate thereof, subscribed by them, or a majority of them, in the office of the Secretary of State, and in the office of the clerk of each county, in or through which such railroad shall be proposed to be constructed, and shall also deliver to the treasurer of such company all moneys received by such commissioners, on subscriptions to such capital stock, and all books and papers in their possession, relating to such subscriptions. All subsequent elections shall be held at such time and place, in one of the counties through which such railroad shall pass, as shall be directed by the by-laws of the company, and the provisions of the second article of the second title of the eighteenth chapter of the first part of the revised statutes shall apply to corporations formed under this act.

Sec. 8. In case it shall happen at any time, that an election of directors shall not be made on the day designated by the by-laws of said company, when it ought to have been 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 for by the said by-laws. There shall be a president of the company, who shall be chosen by and from the directors, and also such subordinate officers as the company, by its by-laws, may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their office, as the company, by its by-laws, may require.

Sec. 9. It shall be lawful for the directors to call in, and demand from the stockholders respectively, all sums of money by them subscribed, at such times, and in such payments or instalments, as the directors shall deem proper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payment shall not be made by the stockholders within sixty days after a personal demand or notice requiring such payment, shall have been published, for six successive weeks, in a newspaper published in each county through which said road shall be laid out, in which a newspaper shall be published.

Sec. 10. The directors of such company shall have power to make by-laws for the management and disposition of stock, property, and business affairs of such company, not inconsistent with the laws of this State, and prescribing the duties of officers, artificers, and servants, that may be employed, for the appointment of all officers, and for carrying on all the business within the objects and purposes of such company.

Sec. 11. The stock of such company shall be deemed personal estate, and shall be transferable in the manner prescribed by the by-laws of the company; but no shares shall be transferable until all previous calls thereon shall have been fully paid in, or the said shares shall have been declared forfeited for the non-payment of calls thereon. And it shall not be lawful for such company to use any of their funds in the purchase of any stock in their own, or in any other corporation.

Sec. 12. All the stockholders of any such company that shall be hereafter incorporated under this act, shall be severally individually liable to the creditors of such company, to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by such company, until the whole amount of the capital stock, fixed and limited by the company, in manner aforesaid, shall have been paid in, and a certificate thereof shall have been made and recorded as prescribed in the following section; and shall be jointly and severally liable for all debts that may be due and owing to all their laborers, servants, and apprentices, for services performed for such corporation, but shall not be liable to an action therefor, before an execution shall be returned unsatisfied in whole or in part against the corporation, and then the amount due on said execution shall be the amount recoverable with costs against said stockholders. The corporation shall require sufficient security from the contractors, for the payment for all labor performed in constructing said road, by persons in their employ. All railroad companies in this State shall be liable to the day laborers employed by contractors, for labor actually performed

on their respective roads, but such liability shall not exist, unless the persons having such claim, shall, within thirty five days after the performance of such labor, notify the engineer in charge of the section on which the labor was performed, that he or they have not been paid by the contractors.

Sec. 13. The president and a majority of the directors, within thirty days after the payment of the last instalment of the capital stock, so fixed and limited by the company, shall make a certificate, stating the amount of the capital so fixed and paid in; which certificate shall be signed by the president and a majority of the directors, and sworn to by the president and secretary; and they shall, within the said thirty days, file and record the same in the office of the Secretary of State.

Sec. 14. If the directors of any such company shall declare and pay any dividend, when the company is insolvent, or any dividend, the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, so long as they shall respectively remain in office: Provided, That if any of the directors shall be absent at the time of making the dividend, or shall object thereto, and shall, within thirty days thereafter, or after his return, if absent, file a certificate of their absence or objection, in writing, with the clerk of the company, and with the clerk of the county in which the principal office of said company is located, they shall be exempt from the said liability.

Sec. 15. If any certificate or report made, or public notice given, by the officers of any such company, in pursuance of the provisions of this act, shall be false in any material representation, all the officers who shall have signed the same, shall be jointly and severally liable for all the debts of the company, contracted while they are stockholders or officers thereof.

Sec. 16. No person, holding stock in any such company, as executor, administrator, guardian, or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholders of such company; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian, or trustee, shall be liable in like. manner, and to the same extent, as the testator or intestate, or the ward or persons interested in such trust-fund, would have been, if he had been living and competent to act, and held the same stock in his

own name.

Sec. 17. Every such executor, administrator, guardian, or trustee, shall represent the share of stock in his hands, at all meetings of the company, and may vote accordingly as a stockholder; and every person who shall pledge his stock, as aforesaid, may, nevertheless, represent the same at all such meetings, and may vote accordingly as a stockholder.

Sec. 18. Every such company, before proceeding to construct any part of their road, into or through any county named in their certificate of association, shall make a map and profile of the route intended

to be adopted by such company, which shall be certified by a majority of the directors, and filed in the office of the county clerk of such county, for the inspection and examination of all parties interested therein, and shall also deposit five per cent. on the capital stock subscribed, with the Comptroller of this State, for the use of said company, to be applied in the payment of any awards of the commissioners, appointed to ascertain the compensation for lands, real estate, or property, taken for said road, and to be paid on the order of such commissioners. Sec. 19. Every such corporation shall possess the general powers, and be subject to the general liabilities and restrictions, expressed in the third title of the eighteenth chapter of the first part of the revised statutes, and also the special powers following, that is to say:

1. To cause such examinations and surveys for the proposed railroad to be made, as may be necessary to the selection of the most advantageous route for the railroad; and for such purpose, by their officers, agents, and servants, to enter upon lands or waters of any person, but subject to responsibility for all damages which they shall do

thereto.

2. To receive, hold, and take, such voluntary grants and donations of real estate, and other property, as shall be made to it, to aid in the construction, maintenance, and accommodation of such railroad, but the real estate thus received by voluntary grant, shall be held and used for the purposes of such grants only.

3. 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 all such lands and real estate, and other property, as may be necessary for the construction. and maintenance of its railroad, and the stations, depots, and other accommodations, necessary to accomplish the object for which the corporation is created; but not until the compensation to be made therefor, as agreed upon by the parties, or ascertained as hereinafter prescribed, be paid to the owner or owners thereof, or deposited in court, or in bank, as hereinafter directed, unless the consent of such owner be given to enter into such possession; but nothing herein contained shall be held as repealing, or in any way affecting, the act entitled "An act authorising the construction of railroads upon Indian lands," passed May 12, 1836.

4. To lay out its road, not exceeding six rods wide, and to construct the same; and for the purposes of cuttings, embankments, and procuring stone and gravel, may take as much more land, within the limits of its charter, in the manner provided hereinafter, as may be necessary for the proper construction and security of the road.

5. To construct their road across or upon any stream of water, water-course, road, highway, railroad, or canal, which the route of its road shall intersect; but the corporation shall restore the stream or water course, road or highway, thus intersected, to its former state, or in a sufficient manner not to have impaired its usefulness, and be subject to the power vested in the canal commissioners, by the twentyfourth section of the ninth title of the ninth chapter of the first part of the revised statutes; but nothing in this act contained, shall be con