No. LXXII. AN ACT to incorporate turnpike roads in the State of Arkansas. SECTION 1. Number who may associate under this act; on compliance with its provisions, to become body corporate. 2. Capital stock; how fixed, amount of shares, and how increased. 3. Purposes of corporation to be stated in articles; funds not to be appropriated to other objects. 4. Who may call first meeting, and what notice to be given; how such notice may be waived. 5. Affairs to be managed by directors; number of; how elected, and qualifications. 6. Failure to elect directors at annual meeting does not dissolve company; may elect at any time, by giving notice. 7. What officers shall be chosen by company. 8. Directors to fill vacancy in their board. 9. Copy of articles, with certifi cate, to be filed, before commencing business, by president and directors; what to set forth, and where filed ; by whom signed, and where recorded; certificate of payment of installments, to be made, signed and recorded; copy of first named certificate, certified by company clerk, to be prima facie evidence in all courts. 10. Majority of directors and stockholders to constitute quorum. SECTION 11. How directors may call in sub scriptions; notice to be given; on refusal of payment, the same may be recovered, and how in case of sale of delinquent stockholders' stock, how proceeds to be applied; in case proceeds are insufficient, what; purchasers of stock so sold to have all rights of stockholder. 12. President and directors may make by-laws and rules, and employ and appoint subordinates. 13. Corporation may use any public road for turnpike; county court to regulate tolls. 14. When constructed over private lands, appraisers to be appointed; how appointed and their duty; the acts of two, in case the third fail to act, to be valid. 15. President and directors to give notice, on completion of road, to county judge; his duty to appoint three persons to examine and make report. 16. County judge to grant permit, if report is favorable, for erection of toll gates. 17. Toll gatherers to be appointed. 18. Powers granted to toll gatherers, in collecting toll. 19. From what parties toll shall not be taken. SECTION 20. Penalties for willful damages to road or its belongings, or forcibly passing gate without paying toll. 21. Penalty for purposely turning out and evading toll gates, with intent to avoid payment. SECTION 22. Width of road prescribed, and foundation to be substantial. 23. Corporations may make and adopt by-laws. 34. Conflicting laws repealed; act to take effect from passage. Be it enacted by the Geneal Assembly of the State of Arkansas: SECTION 1. That any number of persons, not less than three, who, by articles of agreement in writing, have associated or shall associate, according to the provisions of this act, under any name assumed by them for the purpose of making a turnpike road, and who shall comply with the provisions of this act, shall, with their successors and assigns, constitute a body politic and corporate, under the name assumed by them in their articles of association. SEC. 2. The amount of the capital stock in every such joint stock corporation shall be fixed and limited by the stockholders in their articles of association, and shall be divided into shares of twenty-five dollars each. But every such corporation may increase its capital stock, and the number and amount of shares therein at any meeting of the stockholders specially warned for that purpose. SEC. 3. The purpose for which every such corporation shall be established shall be distinctly and definitely specified by the stockholders in their articles of association, and it shall not be lawful for said corporation to direct its operations or appropriate its funds for any other purpose. SEC. 4. When any number of persons shall have associated according to the provisions of this act, any two of them may call the first meeting of the corporation at such time and place as they may appoint, by giving notice thereof in any one or more newspapers, published in the county in which said corporation is to be established, or in any adjoining county, at least 346 ACTS OF ARKANSAS. fifteen days before the time appointed for such meeting. But said notice may be waived by a writing signed by all the subscribers to the capital stock of such company specifying the time and place for said first meeting, which writing and signatures shall be entered at full length upon the records of the corporation, and the first meeting of any such corporations, which has been held pursuant to such written waiver of notice, shall be valid. SEC. 5. The stock, property, affairs and business of every such corporation shall be under the care of and managed by 'not less than three directors, who shall be chosen annually by the stockholders at such time and place as shall be provided by the by-laws of said corporation, and who shall be stockholders, and shall hold their offices for one year, and until others shall be chosen in their stead. 96-99 uksion SEC. 6. If an election of directors in any such corporation shall not take place at the annual meeting thereof, in any year, such corporation shall not thereby be dissolved, but an election may be had at any time, notice thereof to be given by the directors. lak lurs fois docers SEC. 7. The directors of every such corporation shall choose one of their number to be president, and shall also choose a secretary and treasurer, which two last mentioned officers shall reside and have their place of business and keep the books of said corporation within this state, and shall choose such other officers as the by-laws of the corporation shall prescribe, all of which said officers shall hold their offices until others shall be chosen in their stead. pus la se la SEC. 8. The directors of such corporation, for the time being, shall have power to fill any vacancy which may happen in their board by death, resignation or otherwise, for the current year. SEC. 9. Before any corporation, formed and established by virtue of the provisions of this act, shall commence business, the president and directors thereof shall file a true copy of their articles of association, at full length, and also a certificate setting forth the purpose for which such corporation was formed the amount of its capital stock, the amount actually paid in, and the names of its stockholders, and the number of shares owned by each, respectively, with the clerk or clerks of the county or counties in which such corporation is to transact business; said articles of association and certificates shall be signed by the president and a majority of the directors, and said county clerk or clerks, in books to be kept by him or them, for that purpose; and within thirty days after payment any instalments called for by the directors of such corporation, a certificate thereof shall be made, signed, filed and recorded as aforesaid; a copy of the certificate first specified in this section, certified by said county clerk or clerks, under the seal or seals thereof, shall be received in all the courts of this state as prima facie evidence of the due formation, existence and capacity of such corporation in any suit brought by or against the same. of SEC. 10. A majority of the directors of any such corporation, convened according to the by-laws, shall constitute a quorum for the transaction of business, and a majority of the stockholders present at any legal meeting shall be capable of transacting the business of that meeting; and at all meetings of such stockholders each share shall entitle the holder thereof to one vote. SEC. 11. The directors may call in the subscription to the capital stock of such corporation by instalments, in such proportion and at such times and places as they shall think proper, by giving such notice thereof as the by-laws shall prescribe; and in case any stockholder shall neglect or refuse payment of such instalment for the space of sixty days after the same shall have become due and payable, and he shall have been notified thereof, said corporation may recover the amount of said instalment from such negligent stockholder in any proper action for that purpose, and may sell such stock at public auction, giving at least thirty days' notice thereof of the time and place of sale by advertising in some newspaper published in the county where the business of such corporation is transacted or in an adjoining county; and in case of a sale, the proceeds thereof shall first be applied in payment of the instalment called for and the expenses of the sale, and the residue shall be refunded to the owner thereof. In case the proceeds of such sale shall be insufficient to pay said instalment, said corporation may recover the balance from such negligent stockholder. Such sale shall entitle the purchaser to all the rights of a stockholder, to the extent of the shares so purchased. SEC. 12. The president and directors shall have power and it shall be their duty, to meet from time to time, at such place as they may deem expedient, to make such by-laws, rules and regulations as in their good judgment the affairs of the corporation may require; to appoint such subordinate officers and workmen as may be deemed necessary for the business of the corporation. SEC. 13. Whenever in the judgment of such corporation the convenience of the public or directness of route shall require that it avail itself of any public road, or any portion thereof, for the construction of such turnpike, it shall be and is hereby so authorized, and the county court of each county through which such turnpike road may pass, shall in that and all other cases, regulate the tolls to be charged, upon a scale equitable to such corporation and the public. SEC. 14. Whenever in the judgment of such corporation the -convenience of the public and directness of the route shall require the construction of such turnpike road over any private lands, three appraisers, freeholders of the state, shall be appointed, one by the county court of the county in which such lands may be located, one by such turnpike corporation, and one by the owner of such lands, who shall appraise such lands and award indemnity to such owners; and in case of the failure of either of such parties to appoint such appraisers within thirty days after receiving notice to do the same, from either of the other parties so appointing, or in default of either of such appraisers to meet and act with the others within thirty days, the other two appraisers shall act, and their acts shall be |