supervisor of said town or township. The town collector Fees of collector and county treasurer shall receive the same per centage. for receiving and disbursing such taxes as they now receive for collecting and disbursing school funds. for transporta § 16. Said corporation shall transport firewood and Articles offered fuel, of every description, over its railroad, whenever the fin same shall be offered for transportation, at rates as low as the rates said company shall charge for the transportation of other freights of a similar class. § 17. This act shall be a public act, and take effect from and after its passage. APPROVED March 26, 1869. AN ACT to incorporate the Rockford Central Railroad Company. In force June 19, 1869. SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Robert Corporators. P. Lane, Goodyear A. Sanford, Ralph Emerson, Marvin T. Ellinwood, Moses Bartlett, Charles B. Johnson, Joshua White, Franklin Corwin and Selden M. Church, are hereby made and constituted a body corporate and politic, by the name and style of "The Rockford Central Railroad Com- Name and style. pany," with perpetual succession; and, by that name and style, shall be capable, in law, of taking, purchasing, holding, leasing, selling and conveying estate or property, whether real, personal or mixed, so far as the same may be necessary for the purposes hereafter mentioned, and no further; and in their corporate name may sue and be sued; have a common seal, which they may alter or renew at pleasure, and may have and exercise all powers, rights, privileges and immunities which are or may be necessary to carry into effect the purposes and objects of this act, as the same are hereinafter set forth. Corporate pow ers. Construction of road $3. The said company are hereby authorized and em powered to locate, and, from time to time, to alter, change, re-locate, construct, re-construct and fully to finish, perfect and maintain a railroad, with one or more tracks, com- Route of road. mencing at or near Mendota, on the Illinois Central Railroad or any railroad now built or that may hereafter be built, in LaSalle, Lee or Bureau counties, thence on the most eligible route to the town of Rochelle, in Ogle county, thence to some point or points on the north line of this state, in Winnebago county, passing through the city of Rockford, in said county, to connect at said state line with any road or roads that are or may be constructed within the state of Wisconsin to said state line; and the said company are further authorized to use and operate said railroad, Rites, et. directors. and shall have power and authority to regulate the time and manner in which goods, effects and persons shall be transported on the same, and to prescribe the manner in which said railroad shall be used, and the rate of toll for transportation of persons or property thereon, and for the storage of merchandise and other property under their charge, and shall have power to provide all necessary stock and materials for the operation of said road, and shall have power to erect and maintain all necessary depots, stations, shops, and other buildings and machinery, for the accommodation, management and operation of said road. First board of § 3. The following named persons shall constitute the first board of directors, to wit: Robert P. Lane, Goodyear A. Sanford, Ralph Emerson, Moses Bartlett, Marvin T. Ellinwood, Chas. B. Johnson, Joshua White, Franklin CorElection of offi- win and Selden M. Church. Said directors shall organize the board within three months from the passage of this act, by electing one of their number president and by appointing a secretary and treasurer; and the directors present shall certify the said organization, under their hands, which certificate shall be recorded in the record book of said company, and shall be sufficient evidence of the organization of Term of office. said company. The directors herein named shall hold their office until the first Wednesday in October following their organization and until their successors are elected and qualified, as hereinbefore provided. Vacancies in the board may be filled by a vote of two-thirds of the directors remaining, at any regular meeting of the board or at any special meeting called for that purpose. cers. Vacancies. Open books for subscription. § 4. The within named directors shall, within thirty days after their organization give at least thirty days' notice of the time and places along the line of said road when and where books will be opened for the purpose of procuring subscriptions to the capital stock of said company; aud said directors shall continue to receive subscriptions, either personally or by such agents as they shall appoint for that purpose, until the sum of one hundred thousand dollars shall be subscribed and five per cent. paid thereon. Said directors or their successors may proceed, by their Certificates of engineers and agents, to survey, locate and construct said railroad. Certificates of stock shall be signed by the president and countersigned by the secretary and treasurer of said company, each of whom shall keep a fair record of the same, which shall be subject to the inspection of any stockholder. stock. Annual election of directors. § 5. The said board of directors and each succeeding board shall give at least thirty days' notice, previous to the first Wednesday in October, of each year, of an election by the stockholders of a board of nine directors, at least five of whom shall be chosen from stockholders resident within the counties through which the road is located. All elections for directors shall be held in the city of Rockford. At any election held for directors, each stockholder shall be entitled to one vote for each share of stock owned by him, to be given either in person or by proxy; and the persons re- Term of office. ceiving the largest number of votes to be declared duly elected, and to hold their offices until the next election and until their successors are elected and qualified. All elections for directors shall be conducted by three judges, selected by the stockholders present. No stockholder shall be allowed to vote at any election after the first for any stock which shall have been assigned to him within thirty days previous to said election or for any stock upon which there are due any unpaid installments. Stockholders' vote. give notice of § 6. If any board of directors fail or refuse to give notice on failure to at the time herein specified for the annual election of direct-election. ors, then any five stockholders may, in writing, require the secretary to give thirty days' notice and it shall be his duty to give said notice required for an election of directors; and at the expiration of the time the stockholders present shall proceed and elect directors, as herein provided for the election of directors, and the directors so elected shall constitute the legal board. 87 The general office of the company shall be located in the city of Rockford, where all the books of record shall be kept, and the general business of the company transacted. There shall be kept at the secretary's office, in the city of Rockford, a full record of the name and residence of each stockholder and the number of shares held by each. Said record shall at all times, during business hours, be subject to the inspection of any stockholder. Location of office. stock § 8. The capital stock of said company shall be one mil- Amount capital lion of dollars, which shall be divided into shares of one hundred dollars each, and may be increased, from time to time, by the vote of a majority in interest of stockholders, at their annual meeting or at any special meeting called for that purpose by the directors of said company, to any sum requisite for the completion and equipment of said railroad, not exceeding five millions of dollars. Previous to a vote being taken for an increase of the capital stock the directors shall give a full statement of the objects for which said increase is required, also make a full report of the condition. and affairs of said company. The shares in said company shall be deemed aud considered personal property. § 9. It shall be lawful for all persons of lawful age, or Stock subscripfor the agent of any corporate body duly authorized, in be- tions. half of the same, to subscribe to any amount of capital stock: Provided, that the directors of said corporation. may, at their discretion, limit the amount of stock that any person, corporation or agent may subscribe in their own name or in the name of any other person. § 10. It shall be lawful for the directors to make calls upon the sums subscribed to the capital stock of said com Stock deemed personal property. Call for payments due. examinations. pany, at such time or times and in such amount as they shall deem fit, giving at least thirty days' notice of each of said calls; and in case of failure on the part of any stockholder to make payment of any call by said directors for sixty days after the same shall have become due, the said board of directors are hereby authorized to declare said stock so in arrears and all sums paid thereon forfeited to said company, or recover such unpaid sum or sums in an action of debt, in any court having jurisdiction thereof. Surveys and § 11. The said company are hereby authorized, by their engineers and agents, to enter upon any lands for the purpose of making the necessary surveys and examinations for said road, and to enter upon and take and hold all lands necessary for the construction of the said railroad and its appendages, first making just and reasonable compensation to the owners of said lands for any damages that Condemn land, may arise to them for the building of said railroad; and in case the said company shall not be able to obtain the title of any lands or premises which may be necessary for the purposes of said road and its appendages by purchase or voluntary cession, the same may be obtained in the mode provided by the general laws now in force providing for the condemnation of lands for internal improvements. May borrow money. 12. The said company are authorized and empowered to borrow, from time to time, such sums of money, not exceeding its authorized capital stock, as may be necessary for constructing, completing and finishing or equipping and operating said railroad, and to issue and dispose of their bonds, in denominations of not less than five hundred dolRate of in- lars, for any amount borrowed, and to pay any rate of interest therefor not exceeding ten per cent. per annum, and to pledge and to mortgage the said road and its appendages or any other property or effects, rights, credits or franchises of the said company, as security for any loan of money and interest thereon, and to dispose of the bonds. issued for such loan at such rates and on such terms as twoand thirds of the directors may determine. And it shall be terest on bonds. Towns cities may take stock. lawful for any county, city or town, through or to which this line of road may pass or interested therein, to take and subscribe to the stock of said road, and to borrow money and issue their corporate bonds to pay said subscription, in such sum or sums, not less than five hundred dollars each, and make the same payable at any place, within or without the state, at such length of time and at such rate of interest not exceeding the rate of ten per cent. per annum, as they may find expedient and deem Bonds made best, which bonds may be made transferable and negotiable, and may be sold for such price as may be agreed upon, which negotiation or sale or sales shall be as valid and binding as though they were sold at par value; the subscriptions aforesaid to be first authorized by a vote of a majority valid. of the votes cast by the legal voters of cither county, city or town, in same manner and form as provided and prescribed in an act authorizing counties and cities to subscribe stock, approved November 6th, 1849, and the act amendatory thereto, approved March 1st, 1854. § 13. The said company shall, annually or semi-annu- Dividends. ally, make such dividends as they may deem proper of the net profits, receipts or income of said company among the stockholders therein, in proper proportion to their respective shares. Rules for gov § 14. Said company shall have power to make, ordain and establish all such by-laws, rules and regulations as may ernwent. be deemed expedient and necessary to fulfill the purposes and carry into effect the provisions of this act and for the well ordering and securing the affairs and interests of said company: Provided, the same be not repugnant to the constitution and laws of the United States or of this state. This act and all by-laws that may be adopted by the directors of said company and all additions and alterations thereto, shall be printed in a convenient form and distributed among the stockholders of said company. 15. It shall be lawful for any fifteen stockholders, by call of meeting. giving thirty days' notice, stating the object, to call a meeting of the stockholders of said company; and the secretary of said company shall certify said call and record the same, as well as all matters that may be transacted under such call. The stockholders present under such call may Inspection of proceed and appoint, from among themselves, a committee accounts. of three, with full powers to examine all books, papers and accounts belonging to said company; and said committee may employ any competent accountant or accountants, to aid in said examination; and said committee shall have full power to examine any officer or officers, agent or agents or employees of said company, under oath, to be administered by the chairman of said committee. And said officers, agents or employees shall duly answer all questions that may be required of them by said committee touching any matter or matters relating to the affairs of said company; and the officers and agents of said company shall aid, so far as in their power, said committee, as they may require, in said examination. The expenses of said examination shall be paid from the treasury of said company, upon Expenses. warrants drawn upon the treasurer and certified by said committee; and said committee shall make a detailed report of the said examination at such time or times as said stockholders shall direct. § 16. Said company shall have the power to unite its May unite with railroad, in part or in whole, with any other railroad or other roads. railroads now constructed or which may hereafter be constructed, either in this state or the state of Wisconsin, and |