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public notice thereof in manner aforesaid; and upon failure
of the payment thereof, as so directed, the president and
directors shall have power to forfeit the shares of each and
every person so failing to pay the said instalments, or any
of them, to and for the use of said company.
4. And be it enacted, That if the number of shares here-
inbefore made necessary for the incorporation of said com-
pany be not subscribed for within three years from the
time of opening the said subscription book, this act, and
all the subscriptions under it, shall be null and void, and
the said commissioners, after deducting thereout the ex-
penses incurred, shall return the residue to the respective
subscribers, or their representatives, in proportion to the
sums paid by them.
5. And be it enacted, That when two hundred shares of
said stock shall be subscribed for, the said commissioners
shall call a meeting of the stockholders, giving at least
twenty days' notice of the time and place of said meeting,
as hereinbefore directed with regard to the opening of said
books, at which meeting the subscription books shall be
laid before the stockholders, who shall thereupon proceed
to elect by ballot five directors, a majority of whom shall
be citizens of this state, to manage the affairs of said com-
pany for one year, of which election the said commissioners,
or a majority of them, shall be judges; and at the expira-
tion of that term, and annually thereafter, upon like notice
being given by the directors for the time being, the said
stockholders shall elect by ballot the same number of
directors, a majority of whom shall be citizens of this state,
as aforesaid; and at every such election, and in all other
cases in which the stockholders shall be entitled to vote, a
vote may be given for each share by the holders thereof,
either in person or by proxy.
6. And be it enacted, That within twenty days after the
election aforesaid, the directors shall elect from their num-
ber a president of the said company, who shall hold his
office for one year and until another shall be elected, and
shall be presiding officer at all meetings of said directors,

Act void if stock is not subscribed for in certain time.

Election of directors.

Election of president.

and shall have a casting vote when they shall be equally divided; he shall have charge of the seal of the company, and he shall appoint the judge or judges of all elections of stockholders; or in case of his death or absence, or inability so to do, the said directors shall appoint some other suitable person, who for the time being shall possess the same power and authority, and perform all the duties herein prescribed. o 7. And be it enacted, That the said directors, or a majority * of them, may supply any vacancy occurring in the interval between the annual elections, by death, resignation, removal, or refusal to act, of any president or director, and may appoint a treasurer and all officers, agents, superintendents, and other servants that may be required to transact the business of the company, with such compensation as they may determine upon, and may exact from them such security for the due performance of their respective duties or trusts as they may think expedient; they shall regulate the tolls, and have the superintendence and direction of all receipts and disbursements and all other affairs of the company, and may make and enforce such ordinances and by-laws as they may think expedient to regulate the transfer of stock and the general government of the comProviso. pany and management of its affairs; provided, the same are not repugnant to the constitution and laws of this state or of the United States. *... to 8. And be it enacted, That at the annual meeting of the ** stockholders, it shall be the duty of the president and directors of the preceding year to exhibit to the stockholders a complete statement of the affairs of the company during the said term. for. 9. And be it enacted, That special meetings of the stockholders may be called by order of the president and directors, or by the stockholders owning one-fourth of the stock of the company, by giving notice of the time and place of holding the same, as hereinbefore directed with regard to the annual meeting, which said notice shall specify the particular object of the meeting; but that no business of

the company shall be transacted at such special meeting
unless a majority in value of the stockholders attend and
concur therein, who may require the books, accounts, and
all other papers of the proceedings of the company, to be
exhibited to them by the president and directors.
10. And be it enacted, That if from any cause an election
hereinbefore named shall not be had at the time specified
in this act, the same may be held at any other time, on
notice as aforesaid; and that, until such election be held,
the officers of the preceding year shall continue to hold
their respective offices until others are elected in their
stead ; and that this charter shall not be defeated nor
avoided by reason of irregularity or want of such election.
11. And be it enacted, That it shall and may be lawful for
the said company to construct and make a turnpike road
from Middletown to Keyport, in the county of Monmouth,
beginning at the road leading from Keyport to Holmdel,
at or near Mechanicsville, thence by the most convenient
and direct route to Middletown; which said turnpike road
shall not exceed fifty feet in width, and sixteen feet of the
same shall be sufficiently bedded and faced with stone,
gravel, or other material, to make a solid, firm, and even
road at all seasons of the year; and the said sixteen feet
shall be so graded that in its progress no part of it shall
rise above an angle of five degrees with the plane of the
horizon; and the said company shall construct, keep in
repair, maintain and make good and sufficient bridges
along the line of said road, not less than six feet in width;
and whenever said road shall be raised so much at the
margin or side as to render carriages passing thereon liable
to overset, the said company shall cause good and sufficient
railing to be erected and maintained at the side so as to
prevent horses and carriages from running off; provided,
that before the said company shall construct the said turn-
pike road as aforesaid, they shall pay to the respective
owners of the land over which the same may pass all dam-
ages which the said owners shall sustain by reason of the
construction of said turnpike road; and in case said owners

Charter not void for failure to elect on day prescribed.

Company authorized to construct road.

Proviso.

Proceedings in case company and owners cannot agree.

and said company cannot agree upon the amount of said
damage, then the damages shall be ascertained and deter-
mined, as nearly as may be, in the manner hereinafter pro-
vided for ascertaining and determining the damages which
any land owner or owners may sustain by the taking of
stone or gravel, sand or clay, from his lands for the con-
struction or maintaining of said turnpike road.
12. And be it enacted, That it shall be lawful for the said
company, their officers, superintendents, engineers and
workmen, with carts, wagons, and other carriages, and with
beasts of burthen and draft, and all necessary materials
and tools, to enter upon all lands contiguous or near to
the route of said road, doing as little damage thereto as
possible, repairing any breach they make in the inclosures
thereof, and to make all ditches and underdrains across
and through such lands necessary for properly draining
said road; and that when the said company or its agents
cannot agree with the owner or owners of said lands or
materials for the use or purchase thereof, or when by
reason of the legal incapacity or absence of such owner
or owners, no such agreement can be made, a particular
description of the lands or materials so required for the
use of the said company in the construction of said road
shall be given in writing, under the oath or affirmation of
some engineer or proper agent of the company, and also
the name or names of the occupants, if any there be, and
of the owner or owners, and their residence if the same can
be ascertained, to one of the judges of the court of common
pleas of the county of Monmouth, who shall cause the said
company to give notice thereof to the persons interested, if
known or in this state, or if unknown or out of this state
to make publication thereof, as he shall direct, for any term
not less than twenty days, and to assign a particular time
and place for the appointment of the commissioners herein-
after named, at which time, upon satisfactory evidence to
him of the service or publication of such notice aforesaid,
he shall appoint, under his hand and seal, three disinterested,
impartial and judicious freeholders commissioners to ex-

amine and appraise the said lands and materials and to assess the damages, upon such notice to the persons interested as shall be directed by the judge making such appointment, to be expressed therein, not less than twenty days; and it shall be the duty of said commissioners (having first taken and subscribed an oath or affirmation before some person duly authorized to administer an oath or affirmation, faithfully and impartially to examine the matter in question, and to make a true report, according to the best of their skill and understanding), to meet at the place and time appointed, and to view and examine the said lands and materials, and make a just and equitable appraisement of the value of the same and assessment of damages to be paid by the said company for such lands or materials and damages aforesaid, and to make report thereof, under the hands and seals of said commissioners, or any two of them, and file the same, within ten days thereafter, with the aforesaid description of the lands or materials and the appointment and oaths or affirmations aforesaid, in the clerk's office of the county of Monmouth, to remain on record therein, and shall be recorded by the said clerk; which report, or a copy of it, certified by the clerk of the said county, shall at all times be considered as plenary evidence of the right of said company to have, hold, use, occupy, possess, and enjoy the said lands or materials, after payment of the value and damages so assessed, and of the right of said owner or owners to recover the amount of said valuation, with interests and costs, in an action in any court of competent jurisdiction, in a suit to be instituted against the company, if they shall neglect or refuse to pay the same for twenty days after demand being made to their treasurer, and shall constitute a lien upon the property of the company in the nature of a mortgage; and the said judge shall tax and allow such costs, fees, and expenses, to the judge, clerks, commissioners, and other persons performing any of the duties prescribed in this section, as he shall think equitable and right, which shall in all cases be paid by the company.

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