from its depot on the north side of the river, freights and passengers, in cars drawn by animal power. 1850. Books to be opened, capital Commission. SEC. 2. Be it further enacted, That the books for subscriptions for fifteen thousand shares of capital stock for stock. said company, of one hundred dollars each, shall be opened on the first Monday in June next, and shall be kept open for one hundred days, between the hours of ten o'clock in the morning and four o'clock in the evening, of each of those days, at the following places, and at such other places in the United States as the following Commissioners, or a majority of them, may designate: in the ers. town of Henderson, Wyatt H. Ingram, George Atkinson, James Rouse, John D. Anderson, Samuel Stites, and James Alves; in the town of Madisonville, Samuel Woodson, John Ray, Frank Wilkins, John B. Frost, Willis Younger, and Ambrose G. Gordon; in the town of Hopkinsville, John P. Campbell, John Stites, Fidelio C. Sharp, James F. Buckner, Henry J. Stites, and Ninian E. Gray; in the city of Nashville, Col. Ephraim H. Foster, Dr. John Shelby, John P. Johnson, Col. Mat. Martin, C. Conner, and J. P. W. Brown; in the town of Clarksville, Hon. M. A. Martin, G. A. Henry, Edward Howard, Thompson Anderson, Wesley Wheeler, and Peter Peacher; who shall have the power to appoint three or more persons in any of the towns or neighborhoods in the States of Tennessee or Kentucky, and in any town or city in the United States or Great Britain, to open books for a similar purpose, and to fix such days as they may think proper, before the first day of June next, for opening books and receiving subscriptions for capital stock. Com'rs to open books and SEC. 3. Be it further enacted, That any three of the above named Commissioners, or of such persons as may be ap- receive subscrippointed by them for that purpose, shall, at each of the tions for stock. places named, or such as may be named and designated, open books and receive subscriptions for stock in the said Railroad Company, during the times the said books are directed to be kept open, and on each share, so subscribed, shall demand and receive the sum of five dollars, without which the subscription shall be void. Forward list of subscribers to cential commit tee. SEC. 4. Be it further enacted, That so soon as the time for receiving subscriptions, so as aforesaid, shall have expired, the said Commissioners shall, respectively, deposite all the money, so received by them, in some incorporated Bank, redeeming its notes in specie, in the State where the notes shall been received, to the credit of the Henderson and Nashville Railroad Company; and shall, also, forward a correct list of all the subscribers to the said stock, with the number of shares each subscriber has taken, to a central commission, to be composed of the following persons: Wyatt H. Ingram, of Henderson, Samuel Woodson, of Madisonville, Fidelio C. Sharp, of Hopkinsville, Mat. Mar- publication. Central com. to meet & make 1850. When 1,000 shares are sub ny declared formed, &c. tin, of Nashville, and Edward Howard, of the town of Clarksville, who, or a majority of whom, shall meet at the town of Hopkinsville, in the State of Kentucky, on the first Monday in November, 1850, and ascertain the whole number of shares taken in said company, and publish the same in some newspaper in the city of Nashville and the town of Henderson, on or before the third Monday of November, 1850; and if the number of one thousand shares scribed, compa shall have been subscribed, on each of which there shall have been paid the sum of five dollars, the Henderson and Nashville Railroad Company shall be regarded as formed; and the said central commission, or a majority of them, shall sign and seal four duplicate declarations to that effect, with the names of all the subscribers appended, and cause one of these duplicates to be deposited in the offices of the Secretaries of the States of Kentucky and Tennessee; and thenceforth, and from the day of closing the books of subscription, as aforesaid, the said subscribers of the stock shall form one body politic and corporate, in deed and in law, in the States aforesaid, by the name and for the purpose aforesaid. may fill vacancies.. SEC. 5. Be it further enacted, That in case of any of the Central com. persons forming said central commission shall not attend at Hopkinsville on the first Monday in November, 1850, or, attending, should refuse or be unable to act, the remaining member or members of said central commission shall forthwith fill the vacancy, and the person or persons, so appointed, shall constitute a part of said commission. Further scriptions thorized. au. SEC. 6. Be it further enacted, But if, on closing the books sub- aforesaid, the number of one thousand shares shall not have been subscribed, then, and in that case, the said central commission, by themselves or their agents, may receive subscriptions from any of the States of Indiana, Kentucky, Tennessee, South Carolina, Georgia, and, also, from individuals or bodies corporate, until the number of ten thousand shares shall have been subscribed: Provided, the same shall be done on or before the first day of January, 1855; and when the said number of fifteen thousaid shares shall have been subscribed, the said subscription shall be closed, the subscribers shall thenceforth form a body corporate, as aforesaid, and the declaration thereof shall be made and deposited in the offices of the Secretaries of State, in manner aforesaid; subscriptions for stock, received by said central commission, or their agents, shall be accompanied with the certificate of some specie paying Bank, in some of the States, that an amount equal to the five dollars on each share subscribed has been deposited therein by the subscribers, to the credit of the said company. If company is money paid on not organized, SEC. 7. If, on closing the books on the first day of January, in the year of our Lord one thousand eight hundred and fifty-five, the number of one thousand shares shall not 1850. stock to be re have been subscribed, the money paid by each subscriber SEC. 8. The said Henderson and Nashville Railroad Company, so formed as aforesaid, shall have succession of members for ninety-nine years, may have a common seal, may sue and be sued, plead and be impleaded, in any court of law or equity, and make all such regulations, rules and bylaws as are necessary for the government of the corporation, or for effecting the object for which it is created: Provided, such regulations, rules and by-laws shall not be repugnant to the laws and constitution of the said States or the United States: Provided, that notice or service of process upon the principal ostensible agent of the company, in the State from whose court that process emanated, shall be deemed and taken to be due and lawful notice or service of process upon the company, so as to bring it before the court. SEC. 9. The affairs of said company shall be managed and directed by a Board, to consist of ten Directors, of whom four shall be elected from stockholders residing in the State of Kentucky, and three from the stockholders residing in the State of Tennessee, and the remaining three shall be elected from among all the stockholders, without regard to their place of residence. Corporate powers. Directors. President. Meeting of company to be called to elect Directors. SEC. 10. The President of the company shall be elected by the Directors, from among their own members, in such manner as the regulations of the corporation may prescribe. SEC. 11. As soon as the number of one thousand shares shall have been subscribed, in manner aforesaid, it shall be the duty of the Commissioners, appointed to declare the same, to appoint a time for the stockholders to meet at Hopkinsville, in the State of Kentucky, which they shall cause to be published in one or more newspapers, published in each of the States of Kentucky and Tennessee; at which time and place the said stockholders, in person or by proxy, shall proceed to 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 ing called. this meeting, the stockholders shall fix on the day and place or places where the subsequent election of Directors shall be held, and such elections shall thenceforth be annually made; but if the annual election should pass without any election of Directors, the corporation shall not be thereby On failure to meet, new meet 1850. how filled dissolved, but it shall be lawful, on any other day, to hold and make such elections, in such manner as may be prescribed by a by-law of the corporation. SEC. 12. The Board of Directors may fill up all vacanVacancies, & cies which may occur in it, during the period for which the Board shall have been elected, and, on the absence of the President, may fill his place by electing a President pro tempore. Contracts. Contracts shall not exceed in amount capi. 1a) stock. of the road. SEC. 13. All contracts and agreements, authenticated by the President of the Board, shall be binding on the company, without seal; or such other mode of authentication may be used as the company, by their by-laws, may adopt. SEC. 14. The Board of Directors shall not exceed, in their contracts, the amount of the capital of the corporation, and of the funds which the company may have borrowed and placed at the disposal of the Board; and in case they should do so, the President and Directors who may be present at the making such contract or contracts, so exceeding the amount aforesaid, shall be jointly and severally liable for the excess, both to the contractor or contractors and the corporation: Provided, that any one may discharge himself from such liability, by voting against such contract or contracts, and causing such vote to be recorded on the minutes of the Board, and giving notice thereof to the next general meeting of the stockholders. Sec. 15. The company shall have power and may proConstruction ceed to construct, as speedily as their means will permit, railroads with one or more tracks, to be used with steam, animal or other power, which will pass through the State of Kentucky or Tennessee, so as to form continuous lines of said road between the town of Henderson and the city of Nashville, and the lines of which road shall be established by the Board of Directors, subject to the control of stockholders at a general meeting; the said company may use any section of the railroad, by them to be constructed, before the whole shall be completed, subject to the rates hereinafter mentioned: Provided, that said contemplated road shall be so located as that, in its course, it shall touch at the town of Clarksville, in the State of Tennessee, in such manner as to afford to said town all the benefits of which the road is capable; and there shall be a convenient and suitable depot established at some proper place, in said town of Clarksville, by the company, adequate to the business, commerce and trade of said town. Branches. SEC. 16. The said company may, by consent of the Legislatures of Tennessee and Kentucky, construct branches of their road: Provided, such branches shall 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, merchandise, 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, 1850. Company to Charges for SEC. 17. That the said company shall have the exclusive right of transportation or conveyance of persons, goods, have exclusive wares, merchandise, and produce, over the said railroad and its branches, by them to be constructed: Provided, that the charge for transportation or conveyance shall not exceed thirty-five cents per hundred pounds, on heavy articles, and transportation. 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 said road, or any of its branches, subject to the rates above mentioned. Company, &c. to be deemed ers. SEC. 18. The said company, and every person who may have received from them the right of transportation of common carri goods, wares, merchandise, and produce over the said road, shall be deemed and taken to be common carriers, as respects all goods, wares, merchandise and produce, entrusted to them for transportation. SEC. 19. The Board of Directors may call for the payment Calls on stock. of ninety-five dollars on each share of the stock, in sums not exceeding five dollars, in 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 payment may be called for in smaller sums, and at more distant periods; the call for each instalment shall be advertised in one or more newspapers in Nashville and Henderson, and at 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, 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; and the same shall vest in and belong to the company, and may be restored to the owners by the Board of Directors, if they deem proper, on the payment of all arrears on such ers. shares, and legal interest thereon; or the Directors may sue the stockholders for their instalments due, at their discretion. SEC. 20. The stock in said company may be transferred in such manner and form as may be directed by the bylaws of the company. Directors may sue stockhold Stock trans ferrable. Capital stock may be increas⚫ SEC. 21. The said company may, at any time, increase its capital to a sum sufficient to complete the said road, or ed. its branches, and stock it with every thing necessary to give it full operation and effect, either by opening books for |