now in force, or which may hereafter be enacted in this State with reference to said common school fund, except as otherwise herein provided, and shall make reports as required of trustees of common schools. 1872. 12. They shall expend the whole of the said common. school money in paying teachers, and shall have the same power to enforce the collection of the remainder of the sum required to pay the teacher or teachers (if there be more than one), as trustees of common schools now have. 13. The said trustees shall judge of the qualifications May fix qualiof teachers, and shall prescribe rules for filling vacancies cation of that may occur in the office of trustee from death, resignation, or otherwise. 14. None but white children shall be permitted to attend the school provided for in this act. § 15. This act shall take effect from and after its passage. teachers. Approved March 5, 1872. CHAPTER 415. AN ACT to incorporate the Contracting and Building Company for the purpose of building, and aiding in building, railroads, bridges, and telegraph lines. Be it enacted by the General Assembly of the Commonwealth of Kentucky: Corporators' Corporate name and cor § 1. That Collis P. Huntington, Abiel A. Low, Wm. H. Aspinwall, Jonas G. Clark, David Stewart, and Wm. names. Whitewright, jr., and their associates, successors, and assigns, are hereby created a body-politic and corporate, under the name and style of the "Contracting and Building Company;" and by that name shall have perpetual succession, with power to contract and be contracted with, porate style. sue and be sued, in all courts and places; and have and use a common seal, and alter the same at pleasure; and to make all necessary by-laws and regulations for the government of said company and the conduct of its business, not inconsistent with the Constitution of this Commonwealth or of the United States, or the laws made in pursuance thereof. May make by-laws. Corporate § 2. The said company shall have power, and is hereby authorized, to build, construct, enlarge, repair, complete, powers. equip, and furnish, and aid in building, constructing, enlarging, repairing, completing, equipping, and furnishing, railroads, railroad bridges, and other bridges and telegraph lines, and all buildings and erections necessary or appurtenant thereto, in any State of the United States; and to that end may acquire franchises, and contract with those having the power or franchise to build railroads, bridges, and 1872. telegraph lines, and may receive in payment cash notes, bonds, or stocks of any individuals or corporations, and securities issued by any Government, State, county, town, or other corporation, municipal or otherwise; and sell, purchase, and hypothecate such securities; borrow and loan money; issue its own bonds at a rate of interest not exceeding ten per cent.; and sell, negotiate, and pledge the same at such rates of discount as it may deem best; and make advances of money and credit to railroad, telegraph, and bridge companies, and to contractors; and for the purposes of their said business, may purchase, acquire, lease, hold, use, occupy, enjoy, convey, mortgage, and exchange real or personal property of every kind and description, and do all other acts and things necessary and proper to exercise and to carry out the powers herein granted: Provided, That the power herein granted to build and aid in building railroads, bridges, and telegraph lines, shall relate only to those for which franchises now exist, or may hereafter be created by law: And provided further, That the bonds which may be issued by said company shall not exceed in amount the capital stock paid, or secured to be paid. §3. The capital stock of said company shall be one Capital stock. million of dollars, divided into shares of one hundred dollars each, which shares shall be personal property, and may be subscribed, paid for, and transferred, and forfeited for non-payment, in such manner as the said company or its board of directors may, by resolution or by-laws, prescribe and determine. When one hundred thousand dollars of said capital stock shall be subscribed, and ten per cent. of such subscription paid in, the said company may organize and proceed to business; but no certificate of stock shall be issued until the same shall have been subscribed on books provided for that purpose, and actually paid in. The capital stock may be increased from time to time to an aggregate amount not exceeding ten millions of dollars, or may be diminished; but any such increase or diminution shall be, in each case, by the consent, in writing, of two thirds in amount, at the time, of the stockholders of said company. Each share of stock shall be entitled to one vote. Stock may be voted by proxy. 4. Said company shall have power to manage and control its business by a board of directors, to consist of not more than nine (9) nor less than three (3) members, as may be determined by the stockholders, to be elected by them at the principal office of the company, at such time, and in such manner, and for such terms, and with such powers, as the said stockholders shall, from time to time, determine; and by a president and other officers, to be appointed by the board of directors, a majority in amount of stockholders, or a majority in number of directors, to const tute a quorum at their respective meetings. § 5. Said company may, from time to time, as it may deem proper, make, declare, and pay dividends or profits, and distribute net receipts, proceeds of sale, or property of the company, among the stockholders, pro rata, according to the amount of stock held by each. 1872. May declare dividends, &c. Stockholders not individual § 6. The stockholders shall not be individually liable for contracts, liabilities, and debts of said company; but the ly liable. stock, privileges, rights, and properties held and owned by the company shall be liable therefor. §7 The principal office of the company shall be in the city of Lexington, Kentucky, or in such city or town of this State as the stockholders may, from time to time, determine. its condition. 8. Said company shall, on or before the 31st day of Company to reDecember in each year, report to the Auditor of Public Port to auditor Accounts of this State a statement of its business transacted in this State, and other State or country, and the value of its property therein, but shall not be required, under any law of this State, to make any other or further report to said Auditor or other officer of this State; but the General Assembly reserves the power to require, at any time, from said company, a full and detailed statement of its property and transactions in this Commonwealth. Nothing in this act shall be construed to defeat or prevent the value of stock owned in this company from being taxed for county or municipal purposes in the same way, and to the same extent, as other personal property. § 9. Nothing in this act contained shall be construed to Shall not have conter upon said company any banking privileges. § 10. Should said company purchase any railroads in this State, whose charters were granted prior to the passage of an act, entitled "An act reserving the power to amend or repeal charters and other laws," approved February 14, 1856, said charters, and all their amendments, shall be subject to the control of the Legislature in like manner as if they had been passed subsequent to the date of said act. Approved March 4, 1872. banking privileges. CHAPTER 416. AN ACT to incorporate the Danville and Nashville Railroad Company. Be it enacted by the General Assembly of the Commonwealth of Kentucky: § 1. That M. J. Durham, F. T. Fox, A. H. Sneed, John Corporators Taylor, T. T. Alexander, Daniel E. Downing, James H. names. 1872. and receive Ritchie, of Kentucky, B. D. Williams, and John M. Bass, of Tennessee, be, and they are hereby, appointed commissioners, under the direction of whom, or any three of whom, subscriptions may be received to the capital stock of the Danville and Nashville Railroad Company, which May open books is hereby incorporated; and they may cause books to be subscriptions opened, at such times and places as they may direct, for of stoek. the purpose of receiving subscriptions to the capital stock of said company, after having given such notice as they deem proper; and if such amount of subscriptions to the capital stock of said company as is necessary to its incorporation shall not have been obtained, said commissioners, or a majority of them, may cause said books to be opened, from time to time, and may adjourn to such place as they may deem proper, until the sum necessary for its incorporation shall be subscribed. Should any of said commissioners die, resign, or refuse to act, others may be appointed in their stead by a majority of those remaining. § 2. That the capital stock of the Danville and NashCapital stock. ville Railroad Company shall be four millions of dollars, style. in shares of one hundred dollars each, which may be sub scribed by any individual, company, or corporation; and as soon as two thousand shares of said stock shall be subscribed, the subscribers, their successors or assigns, shall be, and they are hereby declared to be, incorporated into a company, by the name of the Danville and NashName and ville Railroad Company; and by this name shall be capable of purchasing, holding, selling, leasing, and conveying real estate not exceeding ten thousand acres, and personal estate, so far as the same may be necessary for the purposes of the corporation; and shall have perpetual succession; and by said corporate name may sue and be sued, contract and be contracted with; may have and use a corporate seal, and alter or renew the same at pleasure; and shall have and enjoy all the privileges which other similar corporate bodies may lawfully do. § 3. That there shall be paid at the time of subscribing When and for stock in said company, to the person receiving the sub how stock shall be paid. scription, the sum of one dollar on each share, either in money or note or notes, at not more than sixty days, payable to some one or more of said commissioners, and negotiable in some bank. The residue of said subscriptions shall be payable in installments, at such times as may be required by the board of directors of said company; but no such payment shall be demanded until at least ten days' notice shall have been given, by publication in one or more newspapers published on the line of said road; and if any subscriber shall fail to pay any installment, or part of any installment, when so demanded, the same may be recovered by an action in the name of the corporation before any court having jurisdiction in such case; and in all such actions it shall not be necessary to prove any other demand than the publication provided for in this section; or in case such failure to pay any installment or part of installment so demanded shall continue for the space of sixty days after the time the same is required by such demand to be paid, the board of directors may, at their discretion, order the same to be forfeited to the company, and may, if they think proper, sell said share or shares for the benefit of the company; or in the event of the highest bid being less than the unpaid balance and interest on said subscription, then the company may become the purchaser, and shall retire said subscription. It shall also be lawful for the commissioners, or the board of directors, to receive subscriptions to said capital stock, payable in contracts well secured, to build any part of said road, or any bridge or bridges on the same, or to perform any work, or furnish any materials, which may be accepted by the company; and it shall also be lawful that subscriptions to said capital stock may be made in real estate situated in Kentucky, if said subscription shall be tendered to the board of directors after their organization, said real estate to be taken at its cash value, to be agreed upon by the parties at the time the subscription is made, and said company may receive deed or deeds of conveyance for said lands; said real estate so received for stock shall be over and above the ten thousand acres mentioned in the second section of this act. 1872. Meeting of stockholders § 4. At the expiration of the period for which the books are first opened, if two thousand shares of the capital stock shall have been subscribed, and if not, as soon thereafter as the same shall be subscribed, said commissioners, or a majority of them living, shall call a meeting at such time and place as a majority of those acting may tow called. designate, giving at least ten days' notice of the time and place in one or more newspapers published as aforesaid; and at said meeting said commissioners shall lay the subscription books before the subscribers then present; and thereupon said subscribers, or a majority of them then Directors to be present, shall have power to elect out of their own number, by ballot, seven directors to manage the affairs of said company; and these seven directors, or a majority of them, shall have power to elect a president of said company from among the directors, and to allow him such compensation for his services as they may think proper; and at such election, and on all other occasions where a vote of the stockholders of said company is taken, each stockholder shall be allowed one vote for each share of stock owned by such voter; and any stockholder may, in writing, depute any other person to act as proxy for him elected. |