tors may appoint, such transfers as are recorded in any other place, being within thirty days communicated to the treasurer and by him entered on his books. .

Sec. 5. The immediate control and direction of the affairs of the company shall be vested in a board of not less than thirteen directors; said directors shall elect one of their own number to be president of the company; the first board of directors shall be chosen by the persons named in this act, and such persons as they may associate with themselves for that purpose; said election shall be held in the city of San Antonio, and at such time as the persons named in this act, or a majority of them with their associates shall determine, the directors thus elected by the stockholders; no person shall [be] eligible to the office of director, unless a subscriber or owner of at least three shares of the capital stock; the directors shall have power to fill any vacancy in their body arising from non-election or other cause; they shall have power to appoint a clerk, treasurer, or any such other officers or agents as they may deem necessary, and prescribe and require bonds for the faithful performance of their duties; they may make all necessary rules and regulations for the holding of meetings, and all other lawful things they may deem proper for the carrying out the provisions of this charter, and business of the company; they shall keep or cause to be kept correct records of all meetings of the directors and company, and accurate books and accounts of the receipts and expenditures of the company, and all other books and accounts necessary and proper to be kept by such a company; a majority of the board of directors shall have the power of a full board, and all conveyances and contracts executed in writing, signed by the President and counter-signed by the treasurer, or any other officer duly authorised by the directors, under the seal of the company, and in pursuance of a vote of the directors, shall be valid and binding; and the book shall be open to inspection of stockholders.

Sec. 6. That the directors shall have power to dispose of the shares in said capital stock, in such manner and on such terms, as they may deem best for the interest of the company; and any agreement in writing, whereby any person shall become a subscriber to the capital stock of said company, may be enforced against him according to its terms: if any subscriber shall fail to pay any amount due upon shares, subscribed for by him according to the terms of his subscription, the directors may after twenty days public notice, sell at public auction, the shares subscribed for by said delinquents, and transfer to the purchaser such shares; if the proceeds of the sale shall not be sufficient to pay the amount

due with interest and charges, such delinquent shall be held liable to the company for the deficiency, and if the proceeds shall exceed the amount so due with interest and charges, he shall be entitled to the surplus.

Sec. 7. It shall be lawful for the company to purchase and hold any land that may be necessary for the purpose of locating, constituting and maintaining said Rail-way; with all necessary depots and other buildings, and may by their engineers and agents, enter upon and take possession of all such lands as may be necessary for the locating, constructing and maintaining said rail way, and if they shall not be able to obtain such lands by agreement with the owner; they shall pay for the same such amount as shall be determined in the manner provided for in the following section; the land so taken for the rail road shall not exceed fifty yards in width, and for depots and buildings only such further width as may be necessary.

Sec. 8. That any persons from whom land has been taken for the purpose set forth in the preceding section may apply to the district court of the county wherein said land is situated, for the appointment of appraisers, and said court after proof that the President of the company has been served with a notice describing the land, ten days before the holding of the court, the court shall thereupon appoint three disinterested free holders, citizens of the county, who shall appoint a time and place to hear the application; and the company to whose agent or President a reasonable notice shall be given by the court of said time and place and said free holders after being sworn shall after hearing the parties, determine the amount of compensation as aforesaid, and make return of their award to said court at its next term, and said award may be confirmed or for any sufficient reason rejected by said court in the same manner as awards by arbitrators, under a rule of court, and if confirmed by the court, judgment shall issue threon as in other cases; in determining the amount of compensation to be paid as aforesaid said free holders shall be governed by the actual value of the land at the time it was taken, taking into consideration the benefit or injury done to other neighboring land of the owner by the establishment of said rail way; if in any case the amount found by the arbitrators shall not exceed the sum proved to have been offered by the company to the owner prior to his application to the court, the owner shall pay the cost of the proceedings, otherwise the company shall pay the same.

Sec. 9. That said company may acquire by purchase, donation or in payment of stock, such real estate as the directors shall think desirable for the purpose of aiding in the construction or

maintenance of said road, and such real estate acquired by the company, may be alienated or mortgaged by a vote of the majority of the directors, for the constructing or maintaining said rail way: said alienation or mortgage shall be signed in the name of the President and countersigned by the treasurer.

Sec. 10. That said company shall have power to borrow money on their bonds or notes, at such rates as the directors shall deem expedient: provided, however, that nothing in this act shall be construed to confer banking privileges of any kind.

Sec. 11. That upon the written request of one-fourth of the stockholders, the President of the company shall call a special meeting of the directors; and upon the written request of said onefourth of the stockholders, an election shall be held for directors; and a vote of two-thirds of the stockholders shall be sufficient to remove the directors, and appoint others in their stead, at any time before the expiration of the period for which said directors were originally elected.

Sec. 12. That the mayor and aldermen of the city of San Antonio be and they are hereby authorised to subscribe to the capital stock of said company for said city, to an amount not to exceed fifty thousand dollars, as also such incorporated towns through which said railway may pass, inclusive of the town, if any, that may be its terminus on the gulf; and to issue bonds bearing interest, or otherwise to pledge the faith of said city or towns to pay for the same; and the chief justice and county commissioners of the several counties through which the railway may pass, shall be and they are hereby authorised to subscribe to the capital stock of said company for their respective counties, to an amount not to exceed fifty thousand dollars, and to issue bonds bearing interest, or otherwise to pledge the faith of their respective counties to pay the same: provided, that the chief justice and county commissioners of said counties shall not make such subscription unless two-thirds of the qualified electors of said county or counties, at an election to be held for that purpose, shall vote in favor of such subscription being made; and the chief justice of any of such counties may order such election to be held, and shall give notice of the time and object of such election, by causing notice thereof to be posted up in each precinct of the county, at least thirty days before the holding of such election; said election to be conducted in the manner regulating county elections, so far as the same may be applicable: provided also, that said mayor and aldermen of the city of San Antoino, and the towns upon the line and at the terminus of said railway on the gulf, shall not make such subscriptions unless two-thirds of the electors of said city.

or towns qualified to vote for town or city officers, at an election to be held for that purpose, shall vote in favor of such subscription being made; and the mayor of said city or towns may order such an election to be held, and shall give notice by publication in the newspaper published in the city or town, or by notice posted up in the precints of said city or town, for at least twenty days previous to such election being held; and said elections shall be conducted in the same manner regulating the respective city or town elections, so far as the same may be applicable: provided further, that where any such subscriptions shall be made, and bonds thereof be issued, by the mayor and aldermen of any of said towns or city, or by the chief justice and county commissioners of any of said counties, it shall be their duty, respectively, to provide for the punctual payment of the interest that may from time to time become due upon the same, and for the payment of the principal thereof by levying and collecting a tax on the real and personal property in the city, town or county for which said subscription shall be made and bonds issued, which tax shall not be less than ten cents nor more than fifty cents on each and every one hundred dollars taxable property in said city, town or county, and shall be assessed and collected and paid into the treasury of said city, town or counties by which it is levied in the same manner the city or county tax in such city or towns or counties is assessed and collected, which tax shall be continued from year to year, until the whole amount of the principal and interest due on said bonds shall have been fully paid and discharged, and when collected, after deducting therefrom the expenses of assessing and collecting, shall first be applied to the payment of the interest due on such bonds, and the remainder shall be applied to the payment of the principal on such bonds.

Sec. 13. That all dividends on the capital stock of said railway company that may accrue to said city, towns, or either of said counties, shall be appropriated to the payment of the principal and interest of any bonds that may be owing by them respectively, and that may have been executed under the provisions of this act, until the whole of said principal and interest shall have been discharged; and the said railway company is hereby authorized to pay the same accordingly.

Sec 14. That it shall be the duty of said company, whenever any State or county road now established, shall be crossed by said railway, to make and keep in repair good and sufficient causeways at such crossing; and in all cases where any person shall own land on both sides of the railway, and there shall be no other convenient access from one point to the other, such own

er shall have the right of passage free of cost, at all reasonable times, crossing said railway; and if said company shall cross any navigable stream, they shall not interfere with the navigation of the same.

Sec. 15. That if any person shall negligently or designedly injure or destroy any of the fixtures, buildings, machines or improvements of said company, or any portion of the railway or its branches, he shall be liable to indictment for such offence or offences, and, upon conviction, he shall be punished by fine and imprisonment, at the discretion of the court, and shall also be liable to the company, in addition, for damages.

Sec. 16. That said company shall have the right to charge and receive such rates and prices for the transportation of passengers and freight, as shall not exceed eight cents per mile for passengers, and for freight, not exceeding seventy-five cents per one hundred pounds for every hundred miles the same may be carried: provided, however, that the State shall have the right to regulate the charge for carrying the mails.

Sec. 17. That the company shall after the completion of the rail way sell and alienate all lands held by said company, save such as shall be necessary for the maintenance of the rail way, within the following periods, one third of said lands within five years, one third within ten years and the remainder within fifteen years after the completion of said rail way, and on failure by the company to alienate within the time limited, the Comptroller of the State may after public notice in a newspaper published at the seat of government and in the counties where the land may lie, cause said lands to be publicly sold for cash, the proceeds of said sale after deducting expenses of sale to be paid to the authorised agents of the com

pany.

Sec. 18. That if said rail way is not completed within one year from the first of November, 1850, and if at least twenty miles are not in running order within three years from its commencement then this charter shall be null and void.

Approved, September 5, 1850.