1872., nually. or her, and said commissioners aforesaid, or any of them, shall be judges of said first election. 5. That to continue the succession of the president Directors to and directors of said company, seven directors shall be be elected an- chosen annually, on the first Monday in May of each year (at such place as the president and directors may appoint), by the stockholders of said company: Provided, That the president and directors may change the time and place of holding elections upon publishing such change not less than thirty days prior to the election in the newspapers aforesaid; and the president and directors shall have pow er to appoint judges of all elections, and to elect a president of said company from among themselves, and allow him such compensation as they may deem right; and if Vacancies any vacancy shall occur by death, resignation, or refusal to act, of any president or director, before the year for which he was elected shall have expired, a person to fill such vacancy shall be appointed by the president and diTerm of office. rectors, or a majority of them; and the president and directors of said company shall hold and exercise their offices until their successors are duly elected and enter upon the discharge of their duties; and all elections which are, by this act, or by the by-laws of said company, to be made at a particular time, if not made at such time, may be made in ninety days thereafter, upon notice published in the newspapers aforesaid. how filled. ings. § 6. That a general meeting of the stockholders of said Called meet company may be called at any time during the interval between the annual meetings by the president and directors, or a majority of them, or by the stockholders owning one half of all the stock subscribed, upon giving thirty days' notice of the time and place of holding the same in the newspapers aforesaid; and when any such meeting is called by the stockholders, such notice shall specify the object of the call; and if at any such called meeting a majority of all the stockholders are not present in person or by proxy, the same shall be adjourned from day to day without transacting any business, for any time not exceeding five days; and if within said five days stockholders having a majority in value of all the stock subscribed do not attend in person or by proxy, such meeting shall be dissolved. Directors to annual make port. § 7. That the president and directors of said company in office the preceding year, shall, at the regular annual meeting of the stockholders, exhibit a clear and distinct account of the affairs of said company, and that at any called meeting of the stockholders, or a majority in value of the whole of the stock subscribed being present, may demand and require similar statements from the president and directors whose duty shall be to furnish such statements when so required. 1872. Directors to take oath. 8. That the president and directors of said company, before he or they act as such, shall swear or affirm, as the case may be, that they will well and truly discharge the duties of their respective offices to the best of their skill and judgment; and the said president and directors, or a majority of them, shall have power to elect or appoint a treasurer of said company, and require and take of him a bond, in such penalty, and with such securities as they treasurer. may prescribe, payable to said company, conditioned for the faithful performance of all of his duties as treasurer, upon which bond recovery may be had for any breach of the conditions thereof, by suit in the name of the company, and in any court having jurisdiction of the action. § 9. That if any of the stock authorized by this act shall remain unsubscribed until after the election of the president and directors, as provided in the fourth section of this act, the said president and directors, or a majority of them, shall have the power to open the books and receive subscriptions to the stock which shall remain unsubscribed, or to sell and dispose of the same for the benefit of the company when authorized to do so by a majority of the stock in a meeting of the stockholders; and the subscribers or purchasers of such stock shall have all the rights and privileges of the original subscribers, and subject to the same regulations and liabilities. Shall appoint If any stock be unpaid for, it may be re-subscribed for. Directors to appoint all off remove § 10. That the president and directors, or a majority of them, may appoint all such officers, agents, or servants as cars, fix comthey may deem expedient for the business of the company, pensation, and and may remove the same at pleasure; or said board of pleasure. directors may delegate to their president the power to appoint or remove any or all of such employees, subject to their approval at their first meeting thereafter. They may determine by contract the pay of 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, carry on, conduct, and control work-shops, eating-houses, round-houses, and any building or edifices necessary or convenient for the use of said company; they shall have power to direct and regulate in what manner, and by what evidence, stock in said company may be transferred, and to pass all by-laws they may deem necessary and proper for exercising the powers hereby vested in said company, and for carrying into effect this act, and to alter the same at pleasure, provided the same be not contrary to the Constitution and laws of the United States and this State. LÓC. L. 31 . May prescribe mode of transfer of stook, establish laws. by 1872. May increase capital stock. &o. § 11. That if the capital stock of said company shall be deemed insufficient to carry out the purposes of this act, it shall be lawful for the president and directors to increase the same as much as they may deem necessary, not exceeding the sum of two million of dollars, giving notice as hereinbefore required; and the said company may borrow any sum of money not exceeding the sum of four millions of dollars, and to secure the payment of the same by the issue of first mortgage bonds of their road, or in such way as may be agreed upon. § 12. That the president and directors of said company Shall have are hereby vested with all the powers and rights necessary power to con- to the construction of a railroad from Danville, in Boyle struct and opgrate railroads. county, on the most practicable route, to the southern boundary line of Kentucky, within fifteen miles of where the lines of Allen and Monroe counties corner at said State line; said route to be selected by said president and directors; and they may cause to be made contracts, which shall be signed by the president, with any corporative companies or individuals, for making said road or any part of it; and they may sell and transfer said privileges, franchises, and road, or they may purchase or lease any road or roads, or part of roads, connecting with their said road, or consolidate with any other road; but the State of Kentucky shall not be divested of its control over said corporation by reason of its sale or of its consolidation with other roads; and that they, their agents, assignees, &c., or those with whom they may contract for surveying or making the same, or any part thereof, may enter upon, use, and excavate any land which may be wanted for the site of said road or the erection of warehouses or other structures or works necessary and convenient to said road, or for its use, or for any other purpose, or useful in the construction or repair of said road or its works or appurtenances; and they may build bridges and construct tunnels, provided such bridges shall not obstruct navigation on any navigable stream; and may fix scales and weights, take and use timber, earth, gravel, stone, and other materials necessary or useful in the construction or repair of said road. road. § 13. That the president and directors, or their authorMar purchase ized agents, may agree with the owners of any land, earth, land, &c., for construction of stone, or timber, or other materials or improvements which may be wanted for the construction or repair of said road or any of their works, for the purchase in fee-simple, or the use and occupation of the same; and it shall be lawful for said company to apply to any circuit or county court of any county through which it may be proposed said road shall pass, and for said court to appoint a competent enMay condemn gineer and two disinterested commissioners, any two of land, &c. whom may act, to examine the proposed route of said road, and to take from the proprietors of the land over which it is to pass a grant of the right of way of such width as may be desired, and which may include the right to take stone, earth, gravel, or timber for the construction or repair of said road; and they, jointly and severally, shull have the power and authority to take and certify, under their hands and seals, the acknowledgment of such grants in fee or right of way, and the separate acknowledgment of the married women, that the clerks of the several county courts have; and on the presentation of the grant and acknowledgment to the clerk of the county court where the land lies, it shall be the duty of the clerk to record the same as other deeds, and they shall be effectual against all persons according to their tenor: Provided, That when the parties are infants, femes covert, or non compos mentis, or absent, or refuse to make the grant, they shall hear any proof that may be adduced, and, upon their own view, proceed to value any land required for the right of way, taking into consideration the advantages and disadvantages the proposed road will be to the adjoining lands of such proprietor, or lands required for turn-outs and depot stations for said road. The owner of the lands and materials shall receive the value of the lands and materials condemned; but the advantages and disadvantages may be taken into consideration in determining other thing, and also of earth, stone, gravel, or timber for the construction of said road, and report the value they shall have affixed, together with the evidence adduced to the court appointing them, with a map or profile of the required ground; and said report may be filed with the clerk of such court, and a summons issued to the proprietors to show cause against the confirmation of said report; but if the proprietor shall be out of the Commonwealth, the summons may be executed upon a known agent, if there be one in the county, and if there be no known agent in the county, then the court may order the appearance of the party at a named day, and appoint the clerk to give him notice by letter, and enter up a warning order against him; and in case there be infant, feme covert, or non compos mentis proprietors, the court shall appoint a guardian ad litem, committee, or attorney, to represent the interest of such infant, feme covert, or lunatic. It shall be lawful for the company, or any proprietor, or both, to traverse the report, and for the court to have the traverse tried in open court by a competent jury, in which trial the report and evidence returned as atoresaid shall be heard, together with such other evidence as either party may produce. A new trial to the finding of the jury may be granted as in other cases. The report shall stand for hearing as to any proprietor when the process has been 1872. 1872. obstruct other structing their own. executed ten days, or after the appearance of a proprietor upon the day fixed for his appearance; and the court shall have jurisdiction to confirm the report if no traverse is filed, and in case a traverse is filed, to have the same tried by a jury, and to give judgment upon the report or finding of the jury, and order the payment of the money and the execution of the grant in accordance with the report, and to have the grant executed by a commissioner appointed by the court, order them to be recorded in the county clerk's office of the county; and either party may have an appeal or writ of error to the proceedings; but the company may proceed with constructing the road at any time after the engineer and the commissioners have filed their report in the clerk's office. §14. That whenever, in the construction of said road, Shall not it shall be necessary to intersect any other established road roads by con- or way, it shall be the duty of said company to so construct said road across said road or way as not to impede the passage of persons or property along the same, or when it shall be necessary to pass through the lands of any person, it shall also be their duty to provide for such person proper wagon ways across said railroad, from one part of the land to the other; and if said company shall fail to provide proper wagon ways across said road, as provided in this section, it shall be lawful for any person to sue said company, and recover such damages as a jury may think him or her entitled to for such neglect. The lands for the right of way for said road-bed shall be one hundred feet wide, and such additional width for turn-outs, depots, and embankments, as is necessary. roads. § 15. It shall be lawful for this company to unite their May consoli road, branch or branches, with any other railroad or raildate with other roads, and to acquire interests in other roads or parts of roads, and use the same as part of their main line, branch or branches, with the consent of the directors of said companies. The said railroad company shall have the same rights and privileges of prosecution; and any person or persons shall be liable to the same penalties and forfeitures for injuries done and committed upon the property of said company, or otherwise, to the prejudice of said company; and shall be entitled to collect such tolls, and rates for travel and transportation over their road, as are provided by the laws incorporating the Louisville and Nashville Railroad Company, and acts amendatory thereto. § 16. That any county, part of a county, town, or city, Counties, is hereby authorized to subscribe stock in said railroad may subscribe company, in any amount any such county, part of a county, town, or city may desire; and the county court of any such county is authorized to issue the bonds of their respective counties in such amount as the county towns, or cities for stock. |