under such name and on such terms as may be agreed upon, by and between said companies, or to purchase from any other rail-road company the whole or any part of any rail-road or branch rail-road owned by such company.

Organization of Board

SEC. 8. A majority of the Board of Directors shall constitute a quorum for the transaction of business, and shall of Directors. meet at such times and places, and be convened in such manner as they shall decide upon; shall elect one of their own number to be President, and one to be Vice-President. The President shall, when present, preside at all the meetings of the Board and of the stockholders, and when absent the Vice-President shall discharge the duties of President; and in case of the absence of President and Vice-President, the Directors may appoint a President, pro tem., who shall have power to constitute an Executive Committee, and prescribe its powers and duties; to ap- officers. point a Secretary, Treasurer, and such Engineers, Superintendents, Agents and other officers as they may deem necessary; fix their compensation, and demand adequate security for the faithful discharge of their duties, and fill any vacancy which may occur in their own Board.

of stock,

trans

SEC. 9. The Directors shall issue certificates to the stock- Certificates holders for the number of shares subscribed for or held how issued by them respectively in such corporation, signed by the ferred. President and Secretary, subject, however, to all the payments due and to become due thereon; which stock shall be transferable on the books of said company, in such manner and under such regulations as shall be provided by the by-laws of the company.

Annual

to

stockholders.

SEC. 10. At each annual meeting of the stockholders, statement lay the directors shall make a full exhibit and statement of directors the affairs of the company, and of their proceedings during the previous year; and special meetings of the stockholders may be called by order of the Board of Directors, or by stockholders holding one-fourth in amount of the capital stock, on like notice as that required for annual Special meetings, specifying the object of the meeting; and no of stockbusiness shall be transacted at such special meeting, except such as shall be particularly set forth in such notice, nor any vote taken, unless a majority of all the stock of said company shall be then and there represented, in person or by proxy.

meetings

holders.

to borrow

SEC. 11. The said company is hereby authorized and Authorized empowered, in its corporate capacity, to borrow any sums money, issue of money from any person or persons, corporation or body bonds, etc. politic of any kind, and for any rate of interest which may be agreed upon, by and between said company and any person or party of whom such loan may be obtained,

Acceptance of charter by

ditions

of

any law on the subject of usury in this territory or future State, or any State where such transactions may be made, to the contrary notwithstanding; and to make, execute and deliver all necessary writings, notes, bonds, mortgages, or other obligations and securities, in amount and kind as may be deemed expedient by said corporation in consideration of any such loan, or in discharge of any liabilities which it may incur in the construction, repair, equipment or operating of said road; and the powers of the said company for the purposes aforesaid, and for all purposes necessary to carrying out the object of said company, are hereby ratified and confirmed, and the contracts and official acts of said company declared binding in law and equity upon said company, and upon all other parties to said contracts.

SEC. 12. If said company shall not, within ten days company. from the passage of this act, accept the same by resolution, to be duly passed by the Board of Directors, and a certified copy thereof filed in the office of the Secretary of the territory, then the same shall be null and void; and if accepted, then the said company shall, within fifteen months from the first day of September next, grade and complete, ready for the iron, all that portion of said rail-road from Stillwater by way of St. Paul to St. Anthony, and within nine months thereafter put in actual operation said road from Stillwater by way of St. Paul to St. Anthony, and, thereafter, the work on said line of rail-road and branch shall be completed and put in operaOther con-tion at the rate of not less than thirty miles in each year; charter. and within ten years from the 3d day of March, 1857, the whole of said rail-road and branch mentioned in said act of Congress, and hereby authorized to be constructed by said company, shall be completed and in actual use. SEC. 13. Whenever the line of said rail-road and vate proper- branches, or any part thereof, shall be located, and its corporation, route determined, the said company may apply to the Howe of prod Supreme, District or County Court, in session, or any judge thereof in vacation, for the appointment of three commissioners, to make an appraisal and award of the value of any and all lands which are the private property of any person on the line of said rail-road and branches, or any division or part thereof which shall be designated in such application, and which the said company shall have entered upon, possessed, occupied or used, or which it may thereafter enter upon, take, possess, occupy or use, for any of the purposes for which, by this act, the said company is authorized to enter upon, take, possess, occupy or use lands, the said company shall give notice of

Appropriation of pri

ty for use of

cedure.

and

21

ation of pri

mode of pro

its intention to apply for the appointment of such com- Approprimissioners, by publishing the same at least ten days vate properbefore the time for hearing such application, in at least corporation. one newspaper published in the county in which such Power and land shall be; but in case no newspaper be published in cedure. such county, then in a newspaper published in the City of St. Paul; and upon an affidavit of the publication of the same, the court or judge to whom the application shall be made, shall appoint three commissioners, who shall have cognizance of all cases arising on the line or route of said rail-road and branch, or any division or part thereof, which shall be designated by said company in such application, and they shall proceed to examine the premises in each case separately, having first given such notice as they may deem reasonable to such owner, guardian or husband, and at least five days' personal notice to such owner if resident in the county; and whenever it shall appear to said company or its officers that the title of such land is in dispute, or that several parties claim interest therein, by tax sales, tax titles, incumbrances, liens, or equitable claims, the said commissioners shall, upon request of said company, or its officers, give notice to all persons claiming any interest in such land, whether as owners, incumbrancers or otherwise; and when the person to be notified has no known residence in this territory or State within the knowledge of such commissioners, the notice may be by publication in a newspaper for such length of time as the commissioners shall deem reasonable; and after making such examination, the said commissioners, or a majority of them, shall, in each case separately, make an appraisement and award of the value of the land so entered upon, taken, possessed, occupied or used by said company for any of the purposes aforesaid, at the time when the same was so entered upon and taken, and shall deliver one copy of their award in each case to the said company, and shall file another in the office of the clerk of the Čircuit or District Court of the county in which said lands shall lie, or of the county to which such county shall be attached, for judicial purposes, with the costs of the award taxed upon each of said copies; and if neither party shall appeal from said award in the manner hereafter provided, the said Circuit or District Court, on motion of the party in whose favor any award shall be made for such value as aforesaid, unless such award shall have previously been paid, shall enter up judgment in conformity with such award; and in case either of said commissioners shall die, resign, or decline to act, the Supreme, District or County Court or

vate proper

corporation.

mode of pro

Appropri-judge shall appoint another commissioner in his stead; ation of pri- and the said company, or any party receiving notice from y for use of the said commissioners as aforesaid, may, within thirty and days after such award shall have been filed with the clerk, cedure. as aforesaid, appeal from the same to the Circuit or District Court for the county in which such award shall be filed, by filing with the clerk of said court a written notice of such appeal; and upon receiving such notice the said clerk shall enter the appeal as a case upon the docket of said court, setting down the owner or owners, and person or persons claiming any interest in said land, embracing all persons so having received such notice from said commissioners, as plaintiff, and the said company as defendants; and the said court shall proceed to hear and determine such case in the same manner that other cases are heard and determined in such court; and all issues of fact arising therein shall be tried by a jury, unless a jury be expressly waived by both parties; but the appellant shall not be entitled to have the case tried at any term of said court unless he shall have given notice to the appellee, or his attorney, at least ten days before the first day of the term, that he will demand a trial at such term; but in case the appellee has no known residence in this territory or State, or attorney of record residing therein, no such notice need be given; but in all cases the appellee may waive such notice, in which case the same rule for trial shall be applicable to it as to other cases in said court. After the hearing of such case, the jury, or if a jury be waived, the court shall assess the value of the lands so entered upon, taken, possessed, occupied and used, by said company, at the time when the same was entered upon and taken; and after such assessment the court shall proceed to render judgment against said company for the amount of said assessment in favor of the plaintiff or plaintiffs, in such case; and if the amount so assessed in favor of the plaintiff or plaintiffs shall exceed the amount awarded by said commissioners, with interest at the rate of twelve per cent. per annum from the time of such award and the time of such assessment by the jury or court, then judgment shall be rendered against said company for costs; and when the appeal shall be taken by the claimant, and it shall not exceed such amount and interest as aforesaid, then judgment shall be rendered in favor of said company for costs, and against the said plaintiff or plaintiffs, and execution may issue accordingly. Either party shall be entitled to a change of venue for the trial of such cause, on affidavit filed, stating the belief of the affiant that a fair trial cannot otherwise be had; the change of

ation of pri

corporation.

mode of pro

venue shall be to the nearest county where a fair trial canAppropri be had. The judgment of the said court may be reviewed, vate properon writ of error, as other cases at law. Whenever the ty for use of commissioners shall make an award as aforesaid, and no Power and appeal shall be taken from the same, or whenever in case cedure. of appeal a final judgment shall be rendered, it shall be the duty of the company, and not before, to pay to the party entitled to the same, the amount of said award or judgment; and in any case where there shall be any lien, incumbrance, tax sale, tax title or equitable claim to or upon the land or any part thereof, which is the subject matter of such award or judgment, or when more than one person shall be entitled to, or shall set up any claim to the amount of such award or judgment, or any part of it, or when the person entitled to receive the same shall not have any known residence within the territory or State, the said company may deposit the amount of such award, when there is no appeal, with the clerk of the court with whom the award in the case shall have been filed; and in case of an appeal and judgment thereon, the company may deposit the amount of such judgment with the clerk of the court in which such judgment shall have been rendered, and the money so deposited in either case shall be paid over by order of the court to the perperson or persons who shall be adjudged by the court to be entitled to receive the same; and whenever the amount of such award or judgment shall have been paid, or tendered, or deposited as aforesaid, an absolute estate in fee simple in such lands shall be and become vested in the said company, as against all persons so receiving notice from the said commissioners as aforesaid; and all such persons, so having received such notice, shall be forever concluded from questioning such title so acquired by the said company, and the said company shall have full power and authority, after entering upon and taking any such lands, to have, hold, possess, occupy, use and enjoy the same for any of the lawful purposes of the said company, from the time of such entry and taking until the proceedings contemplated by the act shall have been finally determined, and until said company shall have refused, after demand made, to pay the value of said land so ascertained as aforesaid; and they shall not, during such time, nor until such refusal, be disturbed in such possession or occupancy, use or enjoyment, by any proceedings either in law or equity.

SEC. 14. If any person shall wilfully or knowingly injure or destroy any part or portion of the rail-roads so to be constructed, or any works building, or machinery at