road, by them to be constructed, before the whole 1836 shall be completed, subject to the rates hereinafter

mentioned.

SEC. 18. Neither of the said States of Tennessee, No road pernor Kentucky, shall, within the period of thirty-six mitted within years, from the first day of January, in the year one 20 miles. thousand eight hundred and thirty-six, authorize the construction of any rail road within twenty miles of the rail road so to be constructed by the Louisville and Nashville rail road company, which shall connect any points or places on their rail road without the consent of the said company.

SEC. 19. The said company, by consent of the leg- Branches may islatures of Tennessee and Kentucky, may construct be constructbranches of their road, provided such branches shall ed. not conflict with any chartered rights existing at the time of their construction, and provided that they shall be attended with no exclusive privileges, except the exclusive right of transportation of goods, wares, merchandize, produce and persons thereon, subject to the rates hereinafter mentioned: And provided also, That nothing in this act shall prevent the state through which any part of the said main road or its branches may pass, from establishing rights of way across such main road or branches.

Rates for

SEC. 20. That the said company shall have the exclusive right of transportation or conveyance of per- transportasons, goods, merchandize and produce, over the said tion. rail road and its branches, by them to be constructed, provided that the charge 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 the said company may, when they see fit, farm out their right of transportation on the said road, or any of its branches, subject to the rates above mentioned.

riers.

Liable as

SEC. 21. The said company and every person who may have received from them the right of transpor- common tation of goods, wares and produce on the said road, shall be deemed and taken to be a common carrier, as respects all goods, wares, merchandise and produce entrusted to them for transportation.

car

SEC. 22. The general board of directors may call Calls on stock for the payment of ninety-five dollars on each share

of the stock, in sums not exceeding five dollars, in

1836

lished.

every sixty days, except, that after eighty dollars have been paid on each share, the remaining twenty dollars may be called for in two instalments, which shall be at least sixty days apart, or the payments may be called for in smaller sums, and at more distant periods.

The call for each instalment shall be advertised. To be pub in one or more newspapers in Louisville and Nashville, where newspapers shall be published, and such other places as may be directed by the rules of the company, at least one month before the time the same is to be paid; and failure to pay or secure to be paid, according to the rules of the company, any of the instalments so called for as aforesaid, shall induce a forfeiture of the share or shares on which default shall be so made, and all payments thereon, May incur and the same shall vest in and belong to the company, and may be restored to the owner or owners by the general board of directors, if they deem proper, on the payment of all arrears on such shares, and legal interest thereon.

forfeiture.

Stock transferable.

SEC. 23. The stock of the said company may be transfered in such manner and form as may be directed by the by-laws of the company.

SEC. 24. The said company may, at any time inCapital may crease its capital to a sum sufficient to complete the be increased. said road or its branches, 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, 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.

Surplus funds in may be

vested in oth

er stocks.

Annual re

of

SEC. 25. It shall be lawful for the said company. from time to time, to vest so much, or such parts their capital or of their profits as may not be required for immediate use, until it may be so required, in the public stocks of any of the states of Kentucky and Tennessee, or of any incorporated bank in the said states, provided the sum so invested shall, at no one time exceed one million of dollars.

SEC. 26. The board of directors shall, once in every year at least, make a full report on the state ports to be of the company and its affairs, to a general meeting of the stockholders, and oftener, if directed by a bylaw; and shall have power to call a general meeting

made.

1836

of the stockholders, when the board may deem it expedient; and the company may provide in their by-laws for occasional meetings being called, and General meetings may be prescribe the mode thercof; and the company may called. provide, by a by-law, for the votes of stockholders for directors being taken at more than one place, as also, for taking their votes on any question relative to the repeal, alteration or amendment of, or addition to any of the rules, regulations, or by-laws of the company, proposed by the general board of di

rectors.

SEC. 27. No person but a citizen of the United States, and being a bona fide stockholder in his own right, of at least fifty shares, which he shall have held at least three months previous to his election, (except at the first election) shall be president or a director of the general board; nor shall any stockholder vote, in person or proxy, at any general or other election (except the first) who shall not have held in his own right the share on which he offers to vote, at least three months previous to such election.

Qualification of directors.

Amount of

SES. 28. The stockholders may provide, by a bylaw, as to the number of stockholders, and the amount stock to be of stock to he held by them, which shall constitute represented at a quorum for transacting business at any regular or occasional meeting of stockholders or directors.

a meeting.

Officers not

to be contractors.

Nor to purchase lands on

SEC. 29. No member of the general or local boards of directors, or officers, or agents of the company, shall be directly or indirectly, interested in any contract for work; nor shall any director vote on the passing of any bill for materials, in which he is directly or indirectly concerned; nor shall any director, officer, or agent, be interested, directly or indirectly, in the purchase of any lands, buildings, or other property, immediately on the line of rail road or any branches thereof, without first having offered to the board of directors, in writing, the right of the line. pre-emption to all or any part of such lands, buildings, or other property, which the said board may think proper to purchase for the use of the company; and every director, officer, or agent, violating this provision, may be removed from the board, his office or employment, by vote of the directors; and every purchase made in violation of this rule shall enure to the benefit of the company, if the board of directors choose to avail themselves thereof.

1836

stock to be

may be re

SEC. 30. Any stockholder in the company may vote by proxy, who must be a resident citizen of the Proxies voting United States; and before he votes, he may be recitizens of the quired by a stockholder to swear, that to his belief, U. States. the stock bona fide belongs to the person whom he represents. Before any stockholder votes in his own Affidavits right, or for an estate, he may be required, by any of ownership stockholder, to swear that he is the bona fide owner of the said stock, in his own right, or as the legal representative of the testator or intestate whom he represents, and that no other person but himself or the estate, is directly or indirectly, interested therein, to his belief. Any state holding stock may vote by such person as the legislature or governor thereof may appoint, or as may be appointed in any other way, pursuant to the laws of the state made for that purpose.

quired.

State stock how voted.

voting.

Scale of

SEC. 31. That in the election of directors, and in voting on all questions which may come before a meeting of the stockholders, or which may be submitted to the decision of the stockholders in any other manner, the votes shall be taken according to the following scale. The owner of one or two shares shall be entitled to one vote; the owner of not less than three nor more than four shares shall be entitled to two votes; the owner of not less than five nor more than six shares shall be entitled to three votes; the owner of not less than seven nor more than eight shares, to four votes; the owner of not less than nine nor more than eleven shares, to five votes; the owner of not less than twelve nor more than fifteen shares, to six votes; the owner of not less than sixteen nor more than twenty shares, to seven votes; the owner of not less than twenty-one nor more than twenty-six shares, to eight votes; the owner of not less than twenty-seven shares nor more than thirty-three shares, to nine votes; the owner of not less than thirty-four shares nor more than forty shares, to ten votes; and the owner of every ten shares above By the states forty, shall be entitled therefor to one vote: Procorpora- vided, That no individual, corporation nor state,

tions

holding stock in the said company, shall be entitled to more than five hundred votes, and one vote for every fifty shares over five thousand shares. Any person being a subscriber or stockholder, who may offer to vote as a proxy, may be required by any

subscriber or stockholder, to swear that he has no interest, directly or indirectly, in the stock on which he so offers to vote as proxy. A trustee of stock shall not vote on shares held by him in trust, expressed or declared, where the cestui que trust holds other shares, either in his own name or in the name of another trustee. But the cestui que trust may vote on all shares owned by him, whether legally or equitably, according to the scale aforesaid.

1836

Of stock

held in trust.

Real estate

chased.

SEC. 32. The said company may purchase, have and hold, in fee or for a term of years, any lands may be purtenements, or hereditaments, which may be necessary for the said road, or any branch or appurtenance thereof, or for the erection of depositories, store houses, houses for the officers, servants or agents of the company, or for workshops or founderies, to be used for the said company, or for procuring timber, stone, or other materials necessary to the construction of the road, its branches, or appurtenances, or for effecting transportation thereon, and for no other purpose whatever.

SEC. 33. The said company shall have the right, when necessary, to conduct the said rail road, or any branch thereof, across or along any public road or watercourse, provided that the said road and the navigation of such watercourse shall not be thereby obstructed.

SEC. 34. The said company may purchase, have and hold any bridge or turnpike road, over which it may be necessary to carry the said rail road; and when such purchase is made, to hold the said bridge or turnpike road on the same terms and with all the rights which belonged to the individual, individuals, or corporation, from which such purchase may be made: Provided, That the said company shall not obstruct any public road without constructing another as convenient as may be.

a

May be constructed cross another road, &c.

Roads or

bridges may be purchased.

owner will not

SEC. 35. That where any lands, or right of way How land may be required by the said company for the pur- may be acpose of constructing their road, and for want of quired if the agreement as to the value thereof, or from any own 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 common law jurisdiction in the county or district where some part of the land or S*