A. D. 1847. shall be represented by the stockholders themselves, by his, her, or their proxy or proxies, and if a sufficient number do not appear on the day appointed, those who do attend shall have power to adjourn from time to time, until a regular meeting shall be formed. Officers to be •lected. Vacancy. Anunal meeting Special meetings Powers of Pre rectors, VI. That the proprietors of stock at the general meeting above directed, and at every annual meeting thereafter, shall elect a President and twelve Directors, who shall continue in office, unless sooner removed, until the next aunual meeting after their election, and until their successors shall be elected and shall enter upon their duties; but the said President and any of the Directors may at any time be removed, and the vacancy thereby occasioned, be filled by a majority of the votes given at any general or called meeting. The President with any five or more of the Directors, or in the event of the absence of the President, any six or more of the Directors, who in such case shall appoint one of their body President pro. tempore, shall constitute a board for the transaction of business. In case of a vacancy in the office of President or any Director, by death or otherwise, the vacancy may be filled by appointment of the board until the next annual meeting. VII. That there shall be annual meetings of the proprietors of stock, at such times and places as the preceding annual meeting shall have appointed. At such or any special meeting, proprietors of stock may attend and vote by proxies, under such regulations as the bye-laws shall prescribe: Provided, that in no shall the President, or any officer or agent of the Company be the proxy of a stockholder, and all and every proxy shall be void. case, VIII. That special meetings of the Company may be called by the President and Directors, or a majority of their board, or whenever ten members cr more, owning together one hundred slares, shall require it. IX. That the President and Directors of the said Company shall be and are hereby vested with all the rights and powers necessary for the construction sident and Di- repair and maintaining of a Rail Road on the route designated above, and the said President and Directors may cause to be constructed, for the said Company, all works whatever, which may be deemed necessary and expedient for the successful and proper com; letion of the said Rail Road. They may appoint a Secretary and Secretary and Treasurer and other officers, and take from them bonds and security for the faithful performance of their duty, which said bonds shall be made payable to the Company, but the compensation shall be regulated by the stockholders, in general meeting, Treasurer. Power to make contracts. X, That the President and Directors shall have power to make contracts with any person or persons in behalf of the said Company fr making the said A. D. 1847 Commissioners road, and performing all other works connected with the same, and they shall have power to receipt the cash instalments received by the Commissioners in subscribing for stock, and their receipt for the same being in deposite in bank, shall be a legal discharge. And in the event of any of the said Commissioners shall have failed to deposite the amount received of the cash instalment in bank to deposite cash! as required, the said defaulting Commissioner shall pay over the same to the President and Directors, and if on demand they fail to do so, the said President and Directors may commence suit thereon against the said defaulting Commissioners, by petition in any of the Courts of Law. received in ban to pay inst... XI. That if any of the stockholders shall fail to pay the instalments required of him on his share or shares, by the President and Directors, or a majority of them, within one month after the same shall have been required, it shall and may be lawful for the President and Directors, or a majority of them, to sell at Shares to be sc- ? public auction, and convey to the purchaser, the share or shares of such stock- in case of failu holder so failing or refusing; giving twenty days notice of the time and place of ments. sale, and after retaining the sum due and all the expenses incident to the same out of the proceeds, shall pay the surplus to the former owner or his legal representatives or assignees; and any purchaser of the stock of the Company under the rule of the President and Directors, as aforesaid, shall be subject to the same rules and regulations as the original proprietor; and no sale by the original proprietor of stocks, or his assignees, shall release the original propiietor from his original obligations to the Company, to pay the whole amount of his subscription. And in addition to the foregoing remedy, the President and Directors may proceed by action of assumpsit or debt, in any of the Courts of Law in this State, for the recovery of the instalments due and not paid by any delinquent stockholder or his assignee, who shall not pay the same on requisition made in manner and form aforesaid. XII. That if the capital stock of the Company shall be found insufficient for Stock to be inthe purposes for which said Company is formed or incorporated, it shall and creased. may be lawful for said Company at some general meeting, by a vote of the stockholders, from time to time, to increase the capital stock to an amount not exceeding two hundred thousand dollars, by the addition of as many shares as may be necessary for that purpose, in the same way and manner as the original stock is herein directed to be raised. certificate. XIII. That the President and Directors shall have power to borrow money Power to borrow for the objects of this Act, to issue certificates or other evidences of such loans, money and sssue and to make the same convertible into the stock of the Company, at the pleasure of the holders: Provided, that the capital stock shall not thereby be increased to an amount not exceeding two hundred thousand dollars. A. D. 1817. la ids &c. XIV. That the said President and Directors, their officers, agents, and Powers to enter servants shall have full power and authority to enter upon all lands and tenements through which they may desire to conduct their Rail Road and to lay out the same according to their pleasure, so that the yard, garden, or grave-yard of no person be invaded without his consent; and when any lands or rights of way may be required by the said Company for the purpose of constructing their road and for the want of agreement as to the value thereof, or from any other cause the same cannot be purchased from the owner or owners, the same may be taken at a valuation to be made by five Commissioners, or a majority of them, to be appointed by any Court of Record having law jurisdiction in the District; and the said Commissioners before they act, shall severally take an oath before some Magistrate, faithfully and impartially to discharge the duty assigned them; and in making said valuation the Commissioners shall take into consideration as well the benefits as the loss or damage which may accrue to the owner or owners in consequence of the right of way being surrendered, or the land being taken. The proceedings of the said Commissioners, accompanied with a description of the land or right of way to be returned to the Court from which the Commission issued and be recorded. In case either party shall appeal from the valuation to the next session of the Court granting the Commission, and give fifteen days notice to the opposite party of such appeal, the Court shall order a new valuation to be made by a jury, who shall be charged therewith in the same term, or as soon as practicable, and their verdict shall be final and conclusive between the parties, unless a new trial shall be granted; and the lands or right of way so valued by the Commissioners or jury shall vest in the said Company in fee simple, so soon as the valuation may be paid or tendered; when there shall be an appeal from the valuation of the Commissioners, the same shall not prevent the works intended to be constructed from proceeding. But when the appeal is made by the Company requiring the surrender, they shall be at liberty to proceed in their work on condition of giving to the opposite party a bond with good security in a penalty equal to double the said valuation, conditioned for the payment of the said valuation and interest in case the same may be sustained, and in case it be reversed, for the payment of the valuation thereafter to be made by the jury, and confirmed by the Court. Company to XV. In the absence of any contract or contracts with the said Company in have title where relation to land through which the said road may pass, signed by the owner raised by owners thereof, or his agent or any person in possession thereof, which no objection is &LC. may be confirm ed by the owner thereof, it shall be presumed that the land on which the Road may be constructed together with the space of sixty five feet on each side of the centre of said road, has been granted to the said Company by the owner or owners thereof, and the said Company shall have a good right and title thereto, and shall have, hold and enjoy the same as long as the same may be used only for the purposes of the said road and no longer, unless the person or persons owning the said land at the time the part of the said road, which may be on the said land was finished, or those claiming under him or them, shall apply for an assessment of the value of said land as hereafter directed, within ten years after the said part was finished, and in case the said owner or owners or those claiming under him, her or them shall not apply for such assessment within ten years next after the said work is finished, he, she or they shall be forever barred from recovering the said land, or having any assessment or compensation therefor: Provided, nothing herein contained shall affect the rights of feme coverts or infants, until five years after the removal of their respective disabilities. A. D. 1847 structing or in XVI. If any person shall wilfully and maliciously destroy, or in any manner Penalty for ob hurt, damage or obstruct, or shall wilfully cause or aid, or assist or counsel or juring road. advise any other person to destroy, to destroy, or in any manner to hurt, damage, injure, or obstruct said Rail Road, or any vehicle used for or in transportation thereon, sich person or persons so offending shall be liable to be indicted therefor, and on conviction shall be imprisoned not more than twelve months, nor less than one month, and pay a fine not exceeding one thousand, nor less than one hundred dollars, at the discretion of the Court before which such conviction shall take place, and shall be further liable to pay all the expenses of repairing the same, and it shall not be competent for any person so offending, to defend himself by giving in evidence that he was the owner, or the agent, or the servant of the owner of the land, where such destruction, hurt, damage, injury or obstruction was done or caused at the time it was done or caused. XVII. So soon as any portion of the Rail Road hereby authorised, may be Rates of trans in readiness for transportation, it shall be lawful for the said President and Di- portation. rectors to transport by their officers or agents, or by contractors under them, persons and property on the same, and they shall have power to charge for transportation of persons, goods, produce, merchandise and other articles, and for the transportation of the mail, any sum not exceeding the following rates, to wit: On persons, not exceeding ten cents per mile for each person. For the transportation of goods, produce, merchandise and other articles not exceeding fifty cents per hundred pounds on heavy articles, and twenty cents per cubic foot on articles of measurement, and for the transportation of the mail, such sums as they may agree for with the agents of the United States. And they shall give no undue preference to the property of one person over that of another, but A. D. 1847. Annual accoun's Certificates of as far as practicable shall carry each in the order of time in which it shall be delivered or offered for transportation, with the tolls paid or tendered. If the Company or any of its officers or agents, shall fail to receive, transport, or deliver, in due time any property so delivered and offered to them for transportation, or shall fail to take up or set down any passenger or passengers, at such convenient station as he or they may desire, upon the payment or tender of the passage money hereby allowed, they shall forfeit and pay to the party so injured, double the amount of the lawful toll paid or tendered, and shall also be liable to an action on the case, in which full damages and double costs shall be recovered. XVIII. The Fresident and Directors shall render distinct accounts of their proceedings and disbursements of money at the annual meeting of the Stockholders. XIX. The President and Directors shall cause to be written or printed Stock to be issu- certificates of the shares of the stock in the said Company, and shall deliver one such certificate, signed by the President and countersigned by the Treasurer, to each person for the number of shares subscribed by him, the certificate shall be transferable, subject however, to all payments due, or to become due thercon : and any person acquiring by purchase or otherwise any such stock, having first caused the transfer or assignment to be entered in a book of the company, to be kept for that purpose, shall thenceforth become a member of the Company aforesaid, and shall be liable to pay all sums due or to become due upon the stock assigned to him. XX. That this Act shall be in force from and after the ratification thereof for the term of fifty years, and shall be regarded as a public Act, and may be given in evidence as such in all cases without being specially pleaded. XXI. That this Charter shall in no wise be subject to the provisions of the forty-first section of the Act of the General Assembly of South Carolina passed on the seventeenth day of December, Anno Domini, one thousand eight hundred and forty-one, entitled An Act to incorporate certain villages, societies and companies, and to renew and amend certain Charters heretofore granted, and to establish the principles in which Charters of Incorporation will hereafter be granted. In the Senate House, the seventeenth day of December, in the year of our Lord, one R. F. W. ALLSTON, President of the Senate, pro. tem. |