own body, and a president of the company shall be elected by the directors from their own members, in such manner as the regulations of the corporation shall prescribe.

rectors.

SEC. 9. As soon as the number of one thousand shares shall have been subscribed, it shall be the duty of the commissioners appointed to declare the same, to appoint a time for the stockholders to meet in Nashville, and give notice thereof by publication in some of the newspapers in Nashville, at which time and place, the stockholders in person or by proxy, shall proceed Election of Dyto elect the directors of the company, and to enact all such regulations, rules and by-laws, as may be necessary for the government of the corporation and the transaction of its business. The persons elected directors at this meeting, shall serve for such period not exceeding one year as the stockholders may direct; and at this day the stockholders shall fix on the day the subsequent election of directors shall be held, and such elections shall thenceforth be annually made. But if the day of annual election shall pass without any election of directors, the corporation shall not thereby be dissolved, but it shall be lawful on any other day to hold and make said elections in such manner as may be prescribed by a by-law of the corporation.

SEC. 10. The board of directors may fill all vacancies which may occur in it during the period for which Vacancies. their board shall have been elected, and in the absence

of the president, may fill his place by electing a presi

dent pro tempore.

SEC. 11. All contracts and arrangements authenti

cated by the president of the board, shall be binding on Contracts.
the company without seal or such other mode of au-
thentication may be used as the company by its by-laws
may adopt.

exceed capital.

SEC. 12. The board of directors shall not exceed in their contracts the amount of the capital of the corpo- Contracte not 10 ration, and of the funds which the company may have borrowed and placed at the disposal of the board; and in case they shall do so, the president and directors who may be present at the meeting at which such contract or contracts so exceeding the amount aforesaid shall be made, shall be jointly and severally liable for the excess both to the contractor or contractors and to the corporation: Provided, that any one may discharge himself from such liability by voting against such contract or contracts, and causing said vote to be recorded on the minutes of the board, and giving notice. thereof to the next general meeting of the stockholders.

SEC. 13. The said company shall have the exclusive Rates of Toll. right of transportation or conveyance of persons, goods, merchandize and produce over said railroad by them to be constructed; Provided, that the cost of transportation or conveyance shall not exceed thirty-five cents per hundred pounds on heavy articles, and ten cents per cubic foot on articles of measurement for every hundred miles, and five cents a mile for every passenger; And provided also, that said company, may when they see fit, farm out their rights of transportation on said road, subject to the rates above mentioned.

SEC. 14. The board of directors may call for the payCalls on stock. ment of ninety-five dollars on each share of stock in sums not exceeding ten dollars, in every thirty days: Provided, that twenty days notice be given of such call in at least one public newspaper of the State in which any of the stockholders may reside, and a failure to pay or secure to be paid, according to the rules of the company, any of the instalments so called as aforesaid, shall induce a forfeiture of the share or shares on which default shall be so made and all payments thereon, and the same shall vest in and belong to the company, and may be restored to the owner or owners by the board of directors if they deem proper, on the payment of all arrears on such shares and legal interest thereon, or the directors may waive the forfeiture after thirty days default and sue the stockholder for the installments due, at their discretion.

SEC. 15. The stock of said company may be transTransfer of stock. ferred in such manner and form as may be directed by the by-laws of said corporation.

capita!

SEC. 16. The said company may at any time increase May increase its capital to a sum sufficient to complete said road and stock it with every thing necessary to give it full operation and effect, either by opening books for new stock or by selling such new stock, or by borrowing money on the credit of the company, and on the mortgage of its charter and works, and the manner in which the same shall be done in either case, shall be prescribed by the stockholders at a general meeting; and any State or any citizen, corporation or company of this or any other State or country, may subscribe for and hold stock in said company, with all the rights and subject to all the liabilities of any other stockholder.

SEC. 17. The board of directors shall, once in every Directors shall year at least, make a full report of the state of the company and its affairs to a general meeting of the stockholders, and oftener if directed by a by-law, and

report.

shall have power to call a general meeting of the stockholders when the board may deem it expedient.

Directors to be

SEC. 18. No person but a bona fide stockholder in his own right, of at least ten shares, which he shall have stockholders. held at least three months previous to his election, (except the first election) shall be president or a director of the company, nor shall any stockholder vote in person or by proxy at any general or other election, (except the first) who shall not have held in his own right the shares on which he offers to vote, at least three months previous to such election.

SEC. 19. Stockholders may vote in person or by proxy, and in the election of directors and in voting on Scale of votes. all questions which come before a meeting of the stockholders, or which may be submitted to the decision of the stockholders in any other manner, the vote shall be taken according to the following scale, viz: each stockholder shall have one vote for each share he owns; Provided, that no individual, corporation or company shall be entitled to more than five hundred votes.

estate.

SEC. 20. That said company may purchase, have and hold in fee or for a term of years, any lands, tene- May hold real ments and hereditaments, which may be necessary for said road or appurtenances thereof, or for the erection of depositories, store houses, houses for the officers, servants or agents of the company, or for work-shops or foundaries to be used for said company, or for procuring timber, stones or any other materials necessary for the construction of the road or its appurtenances, or for effecting transportation thereon or for other purposes.

Other roads and

SEC. 21. That said company shall have the right when necessary to construct the said road or any water courses branch thereof, across or along any public road or water course; Provided, that the said road and the navigation of such water course, shall not be thereby obstructed.

SEC. 22. The said company may purchase, have and hold any bridge or turnpike road over which it be may necessary to pass, and when such purchase is made, to hold the said bridge or turnpike road on the same terms, and with all the rights which belong to the individual, individuals or corporation from which such purchase may be may; Provided, that the said company shall not obstruct any public road without constructing another as convenient as may be.

Suc. 23. Where any lands or rights of way may be required by the said company for the purpose of constructing their road, and for want of agreement as to the

May purchase bridge or turnpike

Damages, how recovered.

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 the cir cuit court of the county where some part of the land or right of way is situated, and the said commissioners before they act shall severally take an oath before some justice of the peace, faithfully and impartially to discharge the duty assigned them. In making the said valuation, the commissioners shall take into consideration the loss or damage which may occur to the owner or owners of the land, in consequence of the land being taken, or the right of way surrendered, and also the benefit and advantage he, she or they may receive from the erection or establishment of the railroad or works, and shall state particularly the nature and amount of each, and the excess of loss and damage over and above the benefit and advantage, shall form the measure of valuation of the said land or right of way. The proceedings of said commissioners, accompanied with a full description of the said land or right of way, shall be returned under the hands and seals of a majority of the commissioners to the court from which the commission issued, there to remain a matter of record. In case either party to the proceedings shall appeal from the valuation to the next session of the court granting the commission, and give reasonable 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 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 when refused may be tendered to the extent of two hundred feet wide. Where there may be an appeal as aforesaid, from the valuation of the commissioners of either of the parties, the same shall not prevent the works intending to be constructed from proceeding, but where the appeal is by the company requiring the surrender, they shall be at liberty to proceed with their works only on condition of giving to ⚫ the opposite party a bond with good security, to be approved by the clerk of the court where the valuation is returned, in a penalty equal to double the said valuation, and interest in case the same 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

as

court. Provided, that when the land cannot be had by gift or purchase, the operations of the work are not to be hindered or delayed, during the pendency of any proceeding to assess its value as aforesaid, nor shall any injunction or supercedeas be awarded by any judge or court to delay the progress of said work.

SEC. 24. In the absence of any contract with the said company in relation to lands through which the said Title presomed. road may pass, signed by the owner thereof or by his agent, or any claimant or person in possession thereof, which may be confirmed by the owner, it shall be presumed that the land upon which the road may be constructed, together with a space of one hundred feet on each side of the centre of said road, has been granted to the company by the owner thereof, and the said company shall have good right and title thereto, and shall have, hold and enjoy the same as long as the same be used only for the purposes of the road and no longer, unless the person or persons owning the said land at the time that part of the road which may be on said land was finished, or those claiming under him, her or them, may apply for an assessment for the value of the said lands as hereinbefore directed, within five years next after that part of said road was finished; and in case the said owner or owners, or those claiming under him, her or them, shall not within five years after the said part was finished, apply for such assessment, 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 femes covert or infants, until two years after the removal of their respective disabilities.

SEC. 25. If any person shall intrude upon the said railroad or any part thereof, by any manner of use thereof, or of the rights and privileges connected therewith, without the permission or contrary to the will of said company, he, she or they shall forth with forfeit to the said company all the vehicles that may be intruded on said road, and the same may be recovered by suit at law, and the person or persons so intruding may also be indicted for misdemeanor, and upon conviction fined and imprisoned by any court of competent jurisdiction.

Intrusion.

structions.

SEC. 26. If any person shall wilfully or maliciously destroy, or in any manner hurt, damage or obstruct the Penalty for absaid railroad, or any bridge or any vehicle used for or in the transportation thereon, such person or persons so offending, shall be liable to be indicted therefor, and on