1854. May negotiate their bonds. May increase the capital stock May connect with any other railroad the issuing of said bonds; and said company may nego tiate, hypothecate, or sell said bonds, or any portion of them, at such times and places, at such rates, and on such terms, as they may deem proper; and the said bonds, as also the bonds heretofore issued, though sold under par shall be and the same are hereby declared to be valid and binding upon the company, and its rights, property, franchises, and credits, to all intents and purposes. §3. The said company shall also have power and au thority to increase the capital stock of said company, and issue and dispose thereof by sale, hypothecation, or other wise, as the directory shall think best for the interest of the company: Provided, that before the stock shall be increased with the view to hypothecate or sell the same for less than par value, a majority of the stock represented at a public meeting, held for the purpose, on thirty days notice by publication in the newspapers of Covington and Lexington, shall vote therefor. § 4. The said company may connect with any other line or lines of railway, and any cars or freight from and for any other company which may be agreed upon, and charge reasonable rates therefor. § 5. The company may construct telegraph lines along May erect tel the main road or any branch, and keep batteries at such points or places as they may deem proper, and make such connections with other lines as may be desired. egraph lines. . § 6. The rates of freight to be charged by said company Rates of freight. shall be fixed by the directory, and may be by the ton, hundred, car, or specific article: Provided, when the charge shall be by the ton or barrel, the through rates shall not exceed three and one half mills per mile per one hundred pounds, nor one cent per mile per barrel, and other through rates in proportion. May subscribe stock in other railroads. § 7. That said company may subscribe for stock in or loan its credit to such other railroad companies as have made, and may make connection with or are in extension of the line, or any branch of said railway, and are of the same guage; and any subscription heretofore made for the above purpose is hereby rendered valid. For the payment of any such subscription the directory may provide means by the issue of bonds, or otherwise, as shall be deemed best for the company: Provided, that before any such subscription or loan of credit shall be made, a majority of two-thirds of the stock represented at a public meeting of the stockholders held for the purpose, upon the notice hereinbefore prescribed, shall vote therefor. Approved February 6, 1854. CHAPTER 148. AN ACT for the benefit of Isaac Johnson and Green Gill. Be it enacted by the General Assembly of the Commonwealth of Kentucky, That the sum of fifty dollars be allowed and paid to Isaac Johnson for keeping Mary Ann Vest for one year; and also that the sum of fifty dollars be allowed to Green Gill for keeping - Lamaster, an idiot, for one year; the sums above allowed to Johnson and Gill to be paid out of any money in the public treasury not otherwise appropriated. Approved February 6, 1854. 1854. CHAPTER 149. and powers. AN ACT to incorporate the Breckinridge Cannel Coal Company. §1. Be it enacted by the General Assembly of the Commonwealth of Kentucky, That John S. Lightfoot, George W. Hite, Abel Bennett, Jr., Charles T. Pierson, John Thompson, Isaac Otis, D. R. Martin, Lora Nash, Joseph M. Brown, Charles G. Curtis, F. M. Kelley, E. J. Townsend, Lyman Dennison, Charles Dennison, Jr., James K. Place, Abiel Mills, Henry Wilbur, and Samuel F. Headley, or any nine of them, their associates, successors, and assigns, be and they are hereby constituted and created a body politica and corporate, by the name and style of the "Breckinridge Corporate name Cannel Coal Company;" and by that name and style to have perpetual succession, for the purpose of mining coal and iron ores, manufacturing iron and lumber, and fort transacting all the usual and necessary business of companies in mining, manufacturing, transporting to market, and selling of coal, ores, and other products; and the said corporation, by the said name, is hereby declared and made capable in law to sue and be sued, to plead and be impleaded, to have a common seal, and the same to alter at pleasure, to make rules and by-laws for the regulation. and management of said corporation, consistent with the laws of this commonwealth and of the United States, and generally to do and execute for the well-being of said company whatsoever shall lawfully pertain to such bodies politic: Provided always, that nothing contained in this act shall be so construed as to give or confer upon said company and banking privileges. §2. That said company shall have the right to hold, by Privileges grant purchase or lease, any and all such lands, tenements, coal ed. rights, ore rights, mining rights and appurtenances, rights of way, buildings, real, personal, and mixed property as they may deem necessary for the well-being and advantage of said company, and the same or any part thereof to use, occupy, sell, lease, let, or otherwise dispose of as the directors or company may from time to time see proper. 1854. May purchase held in trust. be ascertained. §3. That the corporators named in this act, or a ms jority of them, may and they are hereby authorized to pur certain property chase for and in the name of the "Breckinridge Cannel Coa Company," as hereinafter provided, all those certain lands mines, coal rights, mining privileges, rights of way, rail roads, mills, buildings, improvements, property and effects now held in trust by Johnson & Bennett, or by C. T. Pier son, Samuel F. Headley, Joseph Benjamin, Abel Bennett, Jr., Henry S. Terbell, or any or either and all of them, for the "Breckinridge Cannel Coal Association," and situate and being in the counties of Breckinridge and Hancock, How value to state of Kentucky: Provided, that in making such purchase the price or sum paid for the same shall not exceed the appraised value thereof to be made as hereinafter provided, to-wit: The governor of this commonwealth is hereby authorized and required, at the proper charges and costs of said company, to appoint and commission three discreet and disinterested persons, citizens of this commonwealth, two of whom (at least) shall as soon thereafter as practicable, after being first sworn or affirmed to dis charge the duties enjoined by this act with fidelity, proceed to view, and from the best evidence they can obtain, and according to the best of their judgment, appraise and value as hereinafter provided, all the real and personal estate, property, and effects and expenditures of the aforesaid association, as the same shall be exhibited to them by the said Johnson & Bennett, C. T. Pierson, Samuel F. Headley, Joseph Benjamin, Abel Bennett, Jr., Henry S. Terbell, or any of them, as the property of said association, as owned by or held in trust for the same as aforesaid: Provided, that in fixing the value thereof by said appraisers it shall be at such sum as in their opinion will yield to the stockholders, under proper management, when all the works are completed and the products of said mines are marketed, not less than twelve per cent per annum upon said appraised valuation; and the real and personal property, railroads, and effects so purchased shall constitute the capital stock of said company to the amount of such appraised valuation; and the same shall be divided into such number of shares of stock, and of such denomination, as a majority of the incorporators named in this act may at their first meeting after such appraisement deter mine; and it shall be the duty of said appraisers, or any two of them, to make report of their proceedings to the governor of this commonwealth, who shall cause the same to be entered of record in the office of the secretary of state; and thereafter upon satisfactory evidence made to the governor that the sale and transfer of all the real and personal estate, railroads, and effects of said association has been made to said company in accordance with the provisions of this act, and that the said company has been organized by the election of its officers, together with the Capital stock. Appraisers to make report to governor. number and denomination of the shares of stock, he shall cause proclamation of the same to be made, and a copy thereof, under the seal of the commonwealth, furnished said company upon the application of any of its officers. And thereafter, the said company shall be duly constituted and authorized to transact business, and to do every act and thing set forth and contained in this act: Provided, that if the persons or any of them appointed by the gov ernor under this act, from any cause, shall not discharge the duties herein enjoined upon them, others may from time to time be appointed by the governor, who shall have all the powers, and be subject to all the conditions, conferred and provided by this act, in reference to said appraisement. 1854. Election of at rectors. 4. The affairs of said company shall be managed by seven directors, to be chosen annually from the stockholders. The first election shall be held at such time and place as a majority of the corporators named in this act shall determine, of which election public notice shall be given at least ten days prior thereto, in two newspapers published in the city of Louisville, and by written notice to each of the shareholders; and the subsequent elections I shall be held annually, at such time and place as the directors from time to time may fix and determine; of which election notice shall be given in such manner as the directors shall deem proper: Provided, that in the event of a failure to elect, the former directors may continue in office, and shall transact business until their successors shall be elected and undertake to perform the duties of their office. $5. That the election for directors shall be held by ballot, and each stockholder shall be entitled to one vote for to be conductedeach share of stock held by him and standing to his credit upon the books of the company: Provided, that no share shall confer the right of voting which shall have been transferred within one callendar month prior to the day of such election, nor unless it be bona fide held or owned by the person or persons in whose name or names it appears upon. the books of the company, or in the right of his wife, or as executor, administrator, trustee, or guardian, or in the right or for the use of a co-partnership, society or corporation of which he or she may be a member; and all votes by proxy shall be regulated by the rules and by-laws of the company; and said stock shall be deemed and held as personal property, and transferable in such manner as said company shall determine and direct. How election Directors to choose other of ties. § 6. That the directors shall, as soon as convenient after their election, choose one of their number as president, to ficers; their du. serve for one year or until his successor shall have been elected. They shall also have power to appoint a treasurer for said company, who shall hold his office for one year, or during the pleasure of said directors; and the treasurer so appointed shall, before entering upon the duties of his 1854. Service of pro stockholders, &c. to be filed. office, give or enter into bonds to the company in such sum or sums and with such security as the directors shall determine, conditioned for the faithful and proper dis charge of all the duties of his office as treasurer, and the payment of all moneys received by him, in such manner as the directors may determine. They shall also have pow er to appoint, during their pleasure and as occasion may require, all other officers and agents of the company, and to confer upon them such power and authority as they may deem the interests of the company shall require, and to supply all vacancies in the board of directors or of the treasury, arising from death, resignation, or otherwise, until the next election. At all meetings of the board of di rectors, four shall form a quorum to transact business of the company. § 7. That any legal process may be served on any authorised agent, manager, or director of said company; and cess, how made. any such service is hereby declared and made, to all legal intents and purposes, as valid and binding upon the said company, in any and all legal proceedings in favor of or against said company, as if the same were or had been served upon the president and all the directors thereof. Annual list of Said company are hereby required to file or cause to be filed, within forty days after the first and each annual succeeding election of officers, with the clerks of the county courts of Breckinridge county and Hancock county, and in such other county or counties as they may hereafter own lands, a full and correct list of the holders of stock and the amount of stock held by each shareholder, as shall be ex hibited and appear upon the books of the company on the day on which the first election is held, and each and every succeeding annual election; and also a full and correct list of the directors and officers elected at the first election and all future annual elections. The said county court clerks shall record the said lists filed as aforesaid, in the record book used for the time being for recording deeds, and shall receive a fee of two cents for every twenty words so recorded, to be paid by said company, and for which the said clerks may issue fee bills as in other cases. §8. That said company shall have power and the right to finish and complete the construction of the railroad or railroads now in process of construction by the association aforesaid, and also to purchase or construct any other road, plank road, or railroad or roads, plank roads, or railroads, with one or more tracks, and depots, and necessary branch roads, from any point or points, place or places on their lands, to the Ohio river, and to such other place or places, road or railroads, as the directors may from time to time see proper, for the purpose of transporting thereon the pro ducts of their mines, lands, manufactories, &c., and also to purchase or build and manufacture any and all such railroad cars, locomotives, engines, wagons, carts, tools, ma |