State or trustees of the jury fund for any tax or fee for the seals that may be affixed on the county bonds that may be issued to the said railroad company.

§ 15. That this act shall take effect from and after its passage.

1872.

Approved February 13, 1872.

CHAPTER 266.

AN ACT to incorporate Uniontown, Princeton, and Southern Railroad

Company.

Be it enacted by the General Assembly of the Commonwealth of Kentucky:

§ 1. That there is hereby created and established a body-politic and corporate, under the name and style of the Uniontown, Princeton, and Southern Railroad Company; and by that name shall have perpetual succession; may contract and be contracted with, sue and be sued, plead and be impleaded, answer and defend, in all courts and places as a natural person. Said company may also have and use a common seal, and may alter and change the same at will; and it shall have all other lawful powers usual and incident to corporations, and which may be requisite and necessary for carrying out the objects and purposes for which it is created and established.

2. That Jesse J. Jones, John Cartmel, Cyrus Jones, W. S. Phillips, Cyrus Higgonson, Wm. Rathman, A. C. Sugg, W. F. Berry, Aaron Clements, J. Pat. Clements, John Slack, W. F. Ash, Thomas S. Chapman, I. A. Spalding, Crom. Adair, John M. Young, A. G. Robinson, Dr. Wm. Jones, Ben. Drake, and Thomas Givens, of Union county; John W. Blue, R. W. Wilson, C. H. Bennett, Hodge Brown, T. M. Butler, George H. Towery, J. H. Walker, Thos. Williams, S. Hodge, and J. N. Wood, of the county of Crittenden; T. L. McNary, F. W. Darby, Milton Dudley, P. B. McGoodwin, J. Y. Chambers, J. A. Carr, J. H. Garrett, P. H. Darby, H. F. McNary, L. Withers, E. P. McGoodwin, A. C. Mayes, D. D. Maxwell, W. D. Kirkpatrick, and Wm. Hill, of Caldwell county; Chas. Anderson, F. H. Skinner, James Lester, F. A. Wilson, W. B. Machen, N. N. Rice, and Thomas Parker, of Lyon county; W. F. Sims, T. C. Dabney, Thos. Boyd, Jabez Bingham, Wm. M. Campbell, G. B. Grasty, and M. E. McKenzie, of Trigg county; Thos. R. Jones, T. M. Jones, R. L. Ellison, W.J. Stubblefield, Dr. J. P. Humphries, and William Holland, of the county of Calloway, or such of them as may choose to act, are hereby constituted and appointed commisLOC. L.-21

1872.

sioners to open books and receive subscriptions to the capital stock of said company, at such times and places, and upon such terms and conditions, as they may deem proper; but subscription to or for the capital stock of said company may be made at any time or place, and upon any conditions specified in writing, and signed by the party subscribing, and same shall be as binding upon the party s0 subscribing, when accepted by said company, as if made upon conditions previously prescribed, and at time and place appointed for opening books for subscription. And subscription for such stock may be made by any non-resi dent, or foreign corporation or municipality.

§3. The total capital stock of the said company may be Capital stock. any amount (not exceeding three millions of dollars) necessary for the construction and equipment of said railway, and the same shall be divided into shares of one hundred dollars each, and may be subscribed for, purchased, owned, and controlled by individuals, counties, towns, and cities, and other corporations in Kentucky and elsewhere, on an equal footing.

directors.

4. Whenever subscriptions of stock to the amount or When to elect value of fifty thousand dollars shall have been made to the capital stock of said company, the commissioners shall give at least ten days' notice thereof, in one or more newspapers published in Union county, and assemble the subscribers at some suitable time and place; and such of them as shall have paid five dollars in cash upon each share of stock subscribed by them, respectively, shall proceed to elect from their own numbers nine directors for said company.

Eligibility.

5. That no person shall be elected to the office of president or director for said company who does not own at least five shares of the capital stock thereof.

§ 6. That the board of directors may elect the president President to be of the company from among their own number, or from among the other qualified stockholders.

elected.

and control.

§ 7. After the organization of the company by the elecWho to manage tion of a board of directors and president, as hereinbefore provided, the management and control of the property, business, and affairs of said company shall pass to, and be committed to said president and directors, and to their successors in office.

laws, &c.

§ 8. The president and directors of said company may, May make by from time to time, enact and put in force such by laws, rules and regulations, for conducting, managing, and gov erning its proper business and affairs, as they may deem proper, not inconsistent with this act or with the Constitution and laws of the United States and the Commonwealth of Kentucky, and alter, amend, and repeal the same at will. They may prescribe therein the number of

7

T

1872.

Executive

directors necessary to constitute a quorum for the transac-
tion of business. They may also appoint an executive
committee, to consist of the president and three or more committee.
directors; and said committee may, when the board is not

in session, exercise all the powers and rights vested in the
president and directors, except where it has been otherwise
provided in the by-laws.

&c.

May appoint

§ 9. The president and directors of said company may elect or appoint such officers, agents, and employees as officers, agents. they may deem proper and necessary for constructing said railway, and for carrying on, managing, and conducting its property, business, and affairs, and remove them at pleas ure; they may prescribe the qualifications, powers, and duties of all its officers, agents, and employees, and may require of any or all of them bonds, in such penalties as they may deem proper, to secure the faithful and honest performance of their respective duties; and upon any bonds thus taken recovery may be had for breaches of the condi tions thereof. That said president and directors, or a May fix commajority of them, may determine by contract the pay of pensation for such officers, agents, or servants, and regulate by by-laws the manner of adjusting all accounts against the company, and the extent of the liability of the company to its employees; that they shall have power to erect warehouses, work-shops, or other building or edifices necessary or convenient for the use of said company; that they shall have power to direct and regulate in what manner, and by what evidence, stock in said company may be transferred.

same.

gle or double

graph, &c.

$10. That the president and directors of the said Union- May construct town, Princeton, and Southern Railway Company are here- road with sinby invested with all the powers, rights, franchises, and track, teleauthority requisite, necessary, and desirable to construct a railway, with double or single track, and line of telegraph, from such point in the town of Uniontown as they may select; thence through the counties of Union, Webster, Crittenden, and Caldwell, or such of them as may be selected, to the town of Princeton, Caldwell county, Kentucky; thence through Christian, Trigg, Marshall, Calloway, and Graves, or such of them as they may choose, to any point or points on the boundary line of the States of Kentucky and Tennessee that they may select. They are also hereby fully authorized and empowered to construct such branch railroads to their main trunk road, in or through such counties named in this charter, as they may deem proper; and to that end all the powers conferred by this act for constructing the main trunk road are also hereby extended to and conferred upon said company, for the purpose of constructing branch roads.

1872.

How long books

open.

11. That it shall be lawful for the president and directors of said company to keep open the books for may be kept subscriptions to the capital stock of said company until the whole of the capital stock is subscribed; and they may receive subscriptions to said capital stock, payable in contracts to build any part or parts of said road, or any bridge or bridges on the same, or to perform any work, or to furnish any materials which may be necessary or desirable for the construction or equipment of said road.

may be paid in real estate.

§ 12. That it shall be lawful for the president and diSubscription rectors of said company to receive subscriptions to the capital stock of the company, payable in real estate, situated in Kentucky; said real estate to be taken at its cash value, to be assessed by three commissioners, on oath, of whom two shall be selected by the president and directors of the company, and one by the person proposing to subscribe, upon their report, in writing, describing the land, and assessing its cash value. The company may receive the same at its value, and issue a stock certificate, and may take a deed of conveyance in fee simple; and the real estate thus acquired may be held, used, enjoyed, and controlled, or sold or conveyed by said company, as by a natural person: Provided, however, The owner or subscriber of such lands may refuse to accept such valuation; and on such refusal his said subscription shall be void.

estate, &c.

§ 13. That it shall be lawful for said company to reMay own real ceive, lease, purchase, or otherwise acquire and own, hold, use, possess, enjoy, and control, all such real and personal property, goods, chattels, and other things, as may be convenient and desirable for constructing, operating, and equipping said railroad and its branches, and a line of telegraph along the same, or which may be conveyed to it in payment of any stock subscriptions, or purchased by it in satisfaction of any debt, judgment, or decree; and may grant, bargain, sell, and convey the same as a natural person.

be obtained.

§ 14. That upon application by said company to the How land. County court of any county, into or through which it is earth. &c., may proposed to construct said Uniontown, Princeton, and Southern Railway, such court shall appoint three commissioners, two of whom shall be residents of said county, and one an engineer of said company, who shall be sworn faithfully to discharge their duties under this act, to the best of their skill and judgment; and whenever said company shall be unable to agree with the owner of any land, earth, stone, or gravel, timber, or other material or thing required for the site or construction of said road, or whenever the land or material required shall be owned

by any person not a resident of said county, or who is
a feme covert, infant, or non compos mentis, it shall be the
duty of said commissioners to view the land or material
required, and fix the amount of compensation to which
the owner or owners of such land or material shall be
entitled, and to make out and return to the office of the
clerk of the county court a report, in writing, particularly
describing the land or other material valued, and the in-
terest and duration of the interest valued, and the amount
of damages assessed. The report of the commissioners
shall give the name of the owner, and state whether such
owner is a resident of the county, and whether a feme
covert, infant, or non-sane person. The clerk shall receive
such report, and file the same, indorsing thereon the time
of its being filed; and if the owner resides in the county,
he shall forthwith issue a summons, commanding the
owner or owners of such land to appear and show cause
why the report should not be confirmed; which summons
shall be forthwith executed by the sheriff, or other officer
in whose hands it may be placed. The report shall be
docketed in the county court, and stand for trial at any
term of said court, commencing not less than ten days
after service of the summons. If the owner is not a
resident of the county, the court shall, at the first term
after the report is filed, appoint an attorney to defend for
such owner, who may file exceptions, at any time, not
later than the next term; and upon exceptions being filed
by the owner, or by an attorney appointed to defend him,
or by the company, the court shall forthwith order a jury
to be empanneled to try the question of damages, unless,
for good cause shown, time is given for preparation. If
no exceptions are filed, the report shall be confirmed.
The jury and commissioners, in estimating the damages
to any proprietor of land or material sought, condemned
for said road, shall find for the owner or owners the
actual value of the land or other thing proposed to be
taken; but in estimating damages resulting incidentally
to the other land or other property of such owners, shall
offset the advantage to such residue to be derived from the
building and operating of said road by, through, or near
such residue: Provided, That land condemned for road-
way shall not be more than one hundred feet wide, un-
less said company shall file with the court the affidavit
of some one of its engineers, stating that a greater width
is necessary, and how much more is required, when the
inquisition shall be for the quantity thus stated.

15. That whenever it shall be necessary for said com-
pany to have, use, or occupy any lands, material, or other
property in order to the construction or repairing of said
road, or their necessary works or buildings, the president