SEC. 31. Be it further enacted, That the state of Kentucky reserves the right to purchase, at the cost of construction, the whole, or any part of said stock, if the interest and means of the state are such as to authorize said purchase.

Approved, February 29, 1836.

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State may

purchase the road.

CHAP. 310.-AN ACT to incorporate a company to construct a turnpike road from Shelbyville to a point of intersection with the contemplated rail road, near Christiansburg, in Shelby county.

SEC. 1. Be it enacted by the General Assembly of Company es the Commonwealth of Kentucky, That a company tablished. shall be, and the same is hereby created and established, under the name and style of the Mulberry turnpike company, for the purpose of forming and making an artificial road from Shelbyville, to intersect the contemplated rail road from Lexington to Louisville, within two miles and a half of a point opposite to Christiansburg, in a direction to Shelbyville.

SEC. 2. Be it further enacted, That the capital Capital stock. stock of said company shall be forty thousand dollars, to be divided into shares of one hundred dollars

each.

SEC. 3. Be it further enacted, That books for the Subscription subscription of stock in said company, shall be open- of stock. ed on the first Monday in April next; at Shelbyville, under the direction of Thomas P. Wilson, Joseph L. Fore, Edward C. Payne, John N. Lyle, William Offutt, Samuel Harbison, William Q. Morton, John Cowen and Bartlett Hall; and at Christiansburg, under the direction of Jeremiah Long, James D. Allen, George Bergen, John C. Brown and Henry Bohannan or some two or more of them at each place, who are appointed commissioners. The commissioners at each place shall procure a book, and the subscribers to the stock of said company shall enter into the following obligation in said books, to wit: We, whose names are hereunto subscribed, do promise to pay to the president, directors and company of the Mulberry turnpike company, the sum of one hundred dollars for every share of stock in said company, set opposite to our names, in such manner and proportion, and at such times as shall be required

1836

by the president and directors of said company. The said commissioners, or a majority of them, shall give notice, in the newspaper printed in Shelbyville, of the time and place of opening the books for the subscription of stock in said company, and that the same will continue open until the amount of capital stock be subscribed.

SEC. 4. Be it further enacted, That so soon as the First election amount of capital shall be subscribed, the said comof president missioners, or a majority of them, shall, at such time and directors. and place as they may appoint, call a meeting of the

Treasurer to

stockholders, and hold an election for a president and six directors, who shall hold their office for one year and until others shall be duly elected and qualified. The said president and directors shall, before they enter upon the duties of their appointment, take an oath before some justice of the peace, that they will faithfully discharge the duties of president or directors (as the case may be) without favor or affection, according to the best of their judgment. That upon the qualification of the president and directors, they shall appoint a treasurer and such other officers as they may deem necessary, who shall hold be appointed. their office for one year, and until others shall be appointed. The treasurer of said company shall, before entering into the duties of his office, give bond with two good securities, in the penalty of thirteen thousand dollars, payable to the president and directors of said company, conditioned that he will faithfully discharge the duties of treasurer of said company, and that he will, when called on, pay the amount of money in his hands to the order of the president and directors, and that he will perform the duties required of him by the by-laws of said company.

powers.

SEC. 5. Be it further enacted, That upon the elecCorporate tion and qualification of the president and directors, as aforesaid, they shall be a body politic and corporate, in deed and in law, by the name, style and title of the Mulberry turnpike company; and by the said name the said company shall have perpetual succession, and all the privileges and franchises incident to a corporation; and shall be capable of taking and holding their said capital stock and the increase and profits thereof, and of purchasing, taking, and holding, to them and their successors and assigns, and of selling, transferring and conveying, in fee

simple, all such lands, tenements, hereditaments and estate, real and personal, as shall be deemed necessary to them in the prosecution of their work; and to sue and be sued, implead and be impleaded, answer and be answered, defend and be defended, in courts of record, or any other place whatever, and also to have a common seal, and to do all and every other matter or thing which a body politic or corporation may lawfully do.

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SEC. 6. Be it further enacted, That the said presi- Calls on stock. dent and directors, upon their entering on the duties of their office, may call upon the stockholders for the payment of any sum, not exceeding twenty dollars, on each share subscribed in said stock, and may, if deemed necessary, call for ten dollars on each share every sixty days, until the whole amount subscribed shall be paid; and if it shall be ascertained that the amount of capital is not sufficient to accomplish the object of this act, the said president and directors. may enlarge the same to such amount as they may deem necessary, and open subscription therefor, in such manner as they may direct.

Stock how

SEC. 7. Be it further enacted, That the number of votes to which each stockholder shall be enti- voted. tled, according to the number of shares he shall hold, shall be in proportion as follows: for every share under five, one vote; for every two shares over five and not exceeding ten, one vote; for every four shares over ten, one vote; and after the first election, no share or shares shall confer a right of voting, which shall not have been holden three months previous to the election. The stockholders may vote in person or by proxy; and no person who is not a citizen of Shelby county, and who is also a stockholder, shall be eligible to the office of president, director, or treasurer; and the president or directors shall cease to be such on his or their ceasing to be a stockholder. The annual election for a president and directors, shall be held at Shelbyville, the second Monday in April, at which time the president shall lay before the stockholders an expose of the situation of the said company, and also the record of their proceedings for the preceding year.

SEC. 8. Be it further enacted, That the president Certificates of and directors first chosen as aforesaid, shall deliver stock.

a certificate, signed by the president and countersigned by the treasurer, and sealed with the seal of

F*

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Called meet ngs of board.

the corporation, to each shareholder, for each share by him or her subscribed and held; which certificate shall be transferable on the books of the said corporation, in person or by attorney; but no share shall be transferred until all the calls and arrearages are paid thereon. The original certificate of the share or shares transferred, shall be surrendered, and a new certificate shall issue to the purchaser, who shall be a member of said corporation, and entitled to all the benefits and privileges that the original owner was entitled to.

SEC. 9. Be it further enacted, That the president may call meetings of the directors, at such times and places as he may think proper; a majority of all the directors shall be necessary for the transaction of business. They shall keep a record of all their proceedings, to be entered in a book provided for that purpose, and shall be signed by the president, and in case of the absence of the president, the directors shall elect one pro tempore, and they may adjourn from time to time, as they may think

proper.

SEC. 10. Be it further enacted, That the president Surveyors, and directors shall have power and authority to engineers, &c. agree with and appoint all such surveyors, engi

stock.

neers, superintendents, artists, and officers, as they shall judge necessary to carry on the contemplated work, and to fix their salaries and wages; to prescribe the time, manner, and proportion in which the stockholders shall make payments on their respective shares, to carry on the said works; to draw orders on the treasurer for all moneys necessary to pay the salaries or wages of persons employed, and for the labor and materials furnished, and to do all such other matters and things, as by this charter and the by-laws of the corporation, they are or shall be required to do.

SEC. 11. Be it further enacted, That the president Forfeiture of shall give notice, in a newspaper printed in Shelbyville, (and such other notice as the president and directors may think necessary) for at least thirty days, of the amount of the call on each share of stock, and of the time of payment; and if any stockholder shall neglect or refuse to pay his proportion of the stock for the space of thirty days after the time appointed for the payment thereof, every such stockholder shall, in addition to the instal

ments so called for, pay at the rate of one per cent per month, for every delay of such payment; and if he shall fail to pay the amount of such call, and the penalty aforesaid, for the space of six months after the time such payment is required, he or she shall forfeit such share or shares to the corporation, and the amount that shall have been paid thereon; and the president, by order of the directors, shall sell the said shares at public auction, having advertised the same for ten days: Provided, The same will bring the amount of the balance due on said share or shares: And provided, That no stockholder shall vote at any election, or be entitled to any of the rights of a member of said corporation, unless the whole amount due and payable, as aforesaid, on the share or shares, by him or her held, shall have been paid agreeably to the requisitions of the president and directors.

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Location of

SEC. 12. Be it further enacted, That the president and directors shall employ such surveyors, engi- the road. neers, artist and chain carriers, as they may think necessary; and they are hereby authorized to enter in and upon the land and enclosures, public roads and highways, in, through, and over which said intended road may be thought proper to pass, and to examine and survey the ground most proper for the purpose, and to the quarries, beds of stone and gravel, and other materials necessary for the com-pletion of said road; and they shall locate the said road on as direct a line as the ground will admit of, from Shelbyville, to a point on the rail road aforesaid, as shall be agreed on by the president and a majority of the directors; and they shall cause a plat of the said road to be made out and lodged with the treasurer of said company.

SEC. 13. Be it further enacted, That it shall and may Right of way, be lawful for the president and directors, by and materials, &c. with their superintendents, engineers, artist, workmen and laborers, with their tools and instruments, carts and wagons, and other carriages, and the beasts of draught and burden, to enter upon the lands, in and over, contiguous, and near to which the said intended road shall pass, having given notice of their intention to the owner and occupiers thereof, or their agents: Provided, That if the said owners or agents shall not agree with the said turnpike road company, as to the damages to which he or she.