rates. Transportation said railroad shall be used, and the rate of toll for transportation of persons or property thereon, and for the storage of merchandise or 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. rectors. Board of di- § 3. The following named persons shall constitute the first board of directors: John W. Steward, Charles Foster, Andrew Hinds, Charles Moore, Abraham Bower, Thomas Pollock, William A. St. John, Charles Reitzell, Frederick Balender, John H. Addams, Thomas Kockeral, James H. Addams, Adrian W. Lucas, James Mitchell, Col. John W. Shaffer, John F. Smith, and John K. Brewster. Said directors shall organize the board within three years from Election of off- 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 organization, under their hands, which certificate shall be recorded in the the record books of said company, and shall be sufficient evidence of the organization of said company. The direcTerm of office. tors herein named shall hold their offices until the first cers. Open for tion. books cate railroad. Wednesday in October following their organization, and until their successors are elected and qualified, as herein provided for. 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. 84. The within named directors shall, within twenty subscrip- days after their organization, give at least thirty days' notice of the time and place, along the line of said road, where books will be opened for the purpose of procuring subscriptions to the capital stock of said company. And said directors shall continue to receive subscriptions, either personally or by such agents as they shall appoint for that purpose, until the sum of fifty thousand dollars is subscribed, and five per cent paid thereon. Said directors or Survey and lo- their successors may proceed, by their engineers, 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. of § 5. 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 fifteen directors, at least eleven of whom shall be chosen from stockholders resident within the counties through which the road is located. At any election held for directors, each share of stock shall be Election directors. 1 entitled to one vote, to be given either in person or by proxy; and the persons receiving the largest number of votes to be declared duly elected, and to hold their office. until the next election, and until their successors are elected and qualified. All elections for directors to be conducted Judges of elecby 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 upon any stock upon which there is any due or unpaid installments. tion. Duties of the § 6. If any board of directors fail or refuse to gve notice of the time herein specified for the annual election of secretary. directors, 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, so required, for any 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 direc tors so elected shall constitute the legal board. Location of § 7. The general office of the company shall be located Amount capital § 8. The capital stock of said company shall be seven hundred thousand dollars, which shall be divided into stock. shares of one hundred dollars each, and may be increased, from time to time, by a 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 of said railroad. Previous to a vote being taken for an increase of Stock may be the capital stock, the directors shall give a full statement of increased. the objects for which said increase is required; also, make a full statement of the condition and affairs of the company. The shares in said company shall be deemed and considered personal property. § 9. It shall be lawful for all persons of lawful age or Who may subfor the agents of any corporate body, duly authorized in scribe stock. behalf of the same, to subscribe to any amount of the capital stock: Provided, that the directors of said corporation may, at their discretion, limit the amount of stock that any person, corporation or any 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 Call for payupon the sums subscribed to the capital stock of said com- ments due. pany, at such time or times and in such amounts as they shall deem fit, giving at least thirty days' notice of each of penalty for. Non-payment, said calls; and in case of failure 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 to recover such unpaid sum or sums in an action of debt in any court having jurisdiction thereof. and Surveys examinations. land taken. § 11. And the said company are hereby authorized, by their engineers and agents, to enter any land, 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 said railroad and its apPayments for pendages, first making just and reasonable compensation to the owners of said lands for any damage that may arise to them from the building of said railroad; and in case the said company shall not be able to obtain the title to any lands or premises that may be necessary for the purpose 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 or which may hereafter be in force, providing for the condemnation of lands for purposes of internal improvement. May money. borrow Issue bonds. be declared. § 12. The said company are authorized and empowered to borrow, from time to time, such sums of money, not exceeding double the amount of stock subscribed, and upon which at least twenty-five per cent. shall have been paid, as may be necessary for constructing, completing and furnishing or operating said railroad, and to issue and dispose of their bonds in denominations not less than five hundred dollars, for any amount so borrowed, and to pay any rate of interest therefor not exceeding ten per cent., and to pledge and mortgage the said road and its appendages, or any part thereof, or any other property, effects, rights, credits or franchises of the said company, as security for any loan of any money and interest thereon, and to dispose of the bonds issued for such loan at such rates and on such terms as two-thirds of the directors may determine. Dividends to § 13. The said company shall, annually or semi-annually, make such dividends as they shall deem proper of the net profits, receipts or income of said company among the stockholders therein, in proper porportion to their respective Rules for government, shares. 14. Said company shall have power to make, ordain and establish all such by-laws, rules and regulations as may 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, that the same be not repugnant to the 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 or alterations thereto shall be printed in convenient form and be distributed among the stockholders of said company. inspection. of § 15. It shall be lawful for any fifteen stockholders, by Meeting giving thirty days' notice, stating the objects, to call a stockholders. 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 Books open for may proceed and appoint from among themselves a committee of three, with full power to examine all books, papers, and accounts belonging to said company; and said committee may employ any competent accountant or ac countants to aid in said examinations; 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 officer, agent or employee 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, as far as in their power, said committee, as they may require in said examination. The expense of Expenses. said examination shall be paid from the treasury of said company, upon warrants drawn upon the treasurer and certified by said committee; and said committee shall make a detailed report of said examination, at such time or times as said stockholders may direct. § 16. Notice shall be published in the papers printed within the counties through which the said road is located, for subscriptions to the capital stock and elections of di rectors, and calls for installments to be paid upon the capital stock, and all meetings of stockholders. All matters intended for the action of stockholders by the directors or stockholders authorized to call meetings, shall be published in the notice given for the meeting before which said matters shall be brought. Publication of ters in general. notices of mat 17. The corporation shall be bound to repair all pub-Repair highlic highways, bridges and water courses which may be injured in constructing said railroad or its appendages, and shall restore them, as far as practicable, to as good condition as they were before they were injured. mencement and completion of § 18. The company shall be allowed six years, from the Time of compassage of this act, for the commencement of said railroad; and in case the same shall not be completed in ten years thereafter the privileges herein granted shall be forfeited. road. § 19. Said corporation shall transport firewood and fuel, Transportation. of every description, over its railroad, whenever the same Requirements. 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. Vol. III-4 act, Construction of § 20. This act shall be deemed and taken as a public act, and shall be construed beneficially for all purposes herein specified or mentioned. APPROVED March 29, 1869. In force March AN ACT to incorporate the Gilman and Wilmington Railroad Company. 23, 1869. Corporators. corporation. SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Elias Winger, R. B. M. Wilson, L. Milk, E. S. McCaughey, Wm. H. Mann, A. J. McIntire, D. U. Cobb, and E. II. Jessup, and their successors and assigns, are hereby created a body Name and style. politic and corporate, by the name and style of "The Gilman and Wilmington Railroad Company," with perpetual succession; and, by that name, be and hereby are made capable, in law and equity, to sue and be sued, plead and be impleaded, defend and be defended, in any court of law and equity in this state or any other place; to make and use a common seal, to renew and alter the same at pleasure; and shall be and they are hereby vested with all powers, privileges and immunities which are or may be necessary to carry into effect the purposes and objects of Objects of the this act, as hereinafter set forth; and said company are hereby authorized and empowered to locate and construct a railroad, with a single or double track, from the town of Gilman, in the county of Iroquois, in the state of Illinois, upon the most eligible route, to the town of Wilmington, in the county of Will, in the state of Illinois; and, for this purpose, the said company are authorized to lay out and locate their said road, not exceeding one hundred (100) feet in width, through the whole length of said route; and for the purpose of cuts, embankments, stone and gravel, may take and appropriate as much more land as may be necessary for the construction and security of said road. Amount capita. § 2. The capital of said company shall consist of eight hundred thousand (800,000) dollars, which may be increased to any amount necessary for constructing and equipping said road, not exceeding two millions (2,000,000) of dollars, to be divided into shares of one hundred (100) dollars each. Powers of the All the corporate powers of said company shall be vested in and exercised by a board of directors, who shall be chosen by the stockholders of said company, whose number shall be determined by said stockholders in the manner hereinTerm of office. after provided, who shall hold their office for one (1) year or until their successors shall be elected and qualified; and said directors, a majority of whom shall form a quorum for the transaction of business, shall elect one (1) of tock. directors. Quorum. |