TITLE L SEC. 15 For what cam-es, the company shall cease to be a body corporate. 16. When entprication may be dissolved by the legislature. Notice of choosing di rectors be elected. SECTION 1. All such persons as shall hereafter be incorporated by an act of the legislature, for the purpose of making a turnpike road, shall be a body corporate, by the name given in the act of incorporation; and as such, they and their successors shall have power to purchase, hold and enjoy such real and personal estate, not exceeding the amount to be prescribed in such act, as shall be necessary to fulfil the ends of their incorporation.' 32. Each of the persons who shall be named in such act, as a commissioner for receiving subscriptions, shall furnish himself with a book for that purpose, which shall be kept open for two years, unless one-sixth of the whole number of shares shall be sooner subscribed. 33. Each subscriber shall pay to the commissioner receiving his subscription, and at that time, on each share that he shall subscribe, one-tenth of the sum fixed in the act of incorporation, as the amount of one share, and the residue to the president and directors to be elected, at such time and place, as they shall from time to time require. The shares subscribed shall be deemed and considered to be personal estate. $4. As soon as one-sixth part of the whole number of shares fixed in such act, as the capital of the corporation, shall have been subscribed, the commissioners shall, by advertisement to be published in two of the public newspapers printed nearest to the route of the road, give at least thirty days' notice, of the time and place, when and where, the subscribers shall meet to choose directors.* Directors to $5. At the election so appointed, the commissioners present shall preside; and the subscribers present, or their proxies, by a plurality of votes, shall elect by ballot nine stockholders, to be directors of the corporation for the ensuing year. Books and money to be directors. $6. The commissioners shall deliver their respective subscription delivered to books, to the directors so chosen at their first meeting, and shall then pay over to such directors, the monies received by them, respectively, on such subscriptions. Annual election. How if not held. $7. An election for directors shall thereafter be annually held, en the same day of the same month on which the first election was hell; and at each election, including the first, the stockholders present, by a plurality of votes, shall elect by ballot, three persons, to preside at the next succeeding election.2 S8. If an annual election shall not be held on the day fixed by law, it shall be held in the same manner, and with the like effect, on some early day, to be appointed by the directors then in office, whe shall give and publish the same notice thereof, as is required in re (1) R. L. 228, § 1. (2) Ib. § 2. spect to the first election; and who, after the day on which such election ought to have been held, shall be incapacitated from doing any act as directors, except such as may be necessary to give effect to the election so to be appointed.3 ART. 1. siding effi cers. $9. The persons presiding at each election, shall immediately af- Duty of preter receiving the ballots, openly estimate the votes, and thereupon make and subscribe a certificate of the result. Of the first election, they shall make a return to the directors chosen, at their first meeting thereafter.3 voting. $10. Each stockholder, in person or by proxy, shall, at each elec- Rule as to tion, be entitled, on the shares then held by him, to one vote for each share, to the number of ten, and for every five shares above that number, to one additional vote.3 $ 11. Five directors shall be a board for the transaction of busi- Quorum. ness, and the acts of a majority of the board shall bind the corporation.3 $12. The directors, at their first meeting after their election, shall elect by ballot one of their number as president.3 S 13. The board shall supply every vacancy that may occur in the office of a director, and the person chosen shall hold his office until the next annual election. They shall also supply from the directors, every vacancy that shall occur in the office of president; and one of the members present shall be chosen by a plurality of votes, to preside at every meeting of the board, from which the president shall be absent.3 President. Vacancies. S 14. The president and directors shall have power, and it shall Duties and be their duty, 1. To meet from time to time, at such place as they may deem expedient: 2. To make such by-laws, rules and regulations, as in their judgment, the affairs of the corporation shall require : 3. To appoint such subordinate officers, artists and workmen, as they shall deem necessary to execute the business of the corporation : 4. To continue to receive subscriptions of shares, until their whole capital stock shall be subscribed, unless it shall have been ascertained, that a less sum will be sufficient to fulfil the ends of their incorporation : 5. To demand at such time and in such proportion as they shall see fit, from the respective stockholders, the sums of money due on their respective shares, under pain of the forfeiture of such shares, and of all previous payments thereon, to the corporation : 6. To declare by a by-law in what manner, and under what restrictions, the shares of their capital stock shall be transferable: (3) 1 R. L. 228, § 2. powers of directors. TITLE 1. 7. To construct, complete, and keep in constant repair, the road, with all the necessary buildings and appurtenances, for the making of which they shall have been incorporated: Forfeiture of corporate powers. Dissolution. 8. To keep a fair and just account of all tolls received, and of all monies disbursed, and, deducting costs and charges, to make and declare a dividend of the clear profits and income of the road, among the stockholders, on the first Tuesday of May, and the first Tuesday of November, in every year : 9. To publish a notice of each dividend, in one or more of the public newspapers printed nearest to the route of the road, and of the time and place of the payment thereof, and to pay the same accordingly : 10. To report to the comptroller, within six months after the road shall be completed, an account of the expenses of its construction, and to exhibit annually to the comptroller, an account of the sums arising from the tolls, of the disbursements and of the dividends, actually made within the year.* S 15. Every company so incorporated shall cease to be a body corporate, 1. If within two years from their incorporation, they shall not have commenced the construction of the road described in the act of incorporation: and, 2. If within five years from such incorporation, such road shall not be completed according to the provisions of this Title, and of the act of incorporation. S 16. Every such corporation may be dissolved by the legislature, when by the income arising from tolls, it shall have been compensated for all monies expended in purchasing, making, repairing and taking care of its road, and have received in addition thereto, an average annual interest at the rate of ten per cent.; and on such dissolution, all the rights and property of such corporation, shall vest in the people of this state." ARTICLE SECOND. Of the Construction of the Road, and of the Appraisement of SEC. 17. The road to be laid out by commissioners to be appointed by governor. 18. Duty of commissioners. 19. Commissioners to be paid 3 dollars per day. 20. How road shall be constructed. 21. Mile stones to be erected. 22. Guide posts to be erected. 23. No director to be concerned in contract for making road. 24. Contractors for making road, not to make any new contract, except, &c. 25. After road laid out, president, &c. may agree with owner of land for purchase, &c. (4) 1 R. L. 228, § 9 to 13. (5) Ib. § 14. SEC. 29. Not to take possession of public highway, unless paid for as private property. ART. 2. laid out. $ 17. The road directed to be made by each company so incorpo- Road how rated, shall be laid out by three, or any two of three, commissioners to be appointed by the governor: such commissioners must not be inerested in any turnpike road, nor live in a county through which the road directed shall pass. 6 $18. It shall be the duty of such commissioners, missioners. 1. To lay out the road directed, without favor or partiality, accord- Duty of coming to their best judgment and understanding, in such manner as shall best promote the objects of the corporation, and the interests of the public: 2. To cause to be made an accurate map of their survey of such road, in every county through which it shall pass, designating therein the several particular points near or through which it passes, and to deposit and file such map in the office of the clerk of the county." $19. Each commissioner, for each day he shall be necessarily em- Pay. ployed in the performance of such duty, shall receive the sum of three dollars, to be paid, together with the expenses of surveys and maps, by the corporation to which the road shall belong." $20. Such road shall be constructed by the president and directors Road how of such corporation, in the manner following: 1. It shall be laid out not less than four rods wide, and twenty-two feet of such width shall be bedded with stone, gravel, sound wood, or other hard substance, well compacted, and of sufficient depth to secure a good and solid foundation : 2. It shall be faced with gravel or broken stone, of a depth not less than nine inches, in such manner as to secure a firm and even surface, rising in the middle by a gradual arch: 3. The ditches on each side thereof shall, when practicable, be so made, as to render easy the passing of sleighs therein, and shall be so formed as to permit carriages conveniently to pass on and off the turnpike, where it shall be intersected by other roads: 4. It shall be made of such width as may be practicable, not less than twenty-two feet in any one place; and without a ditch on the lower side in each place where, on account of the steepness of sidehills or rocks, it cannot, in the opinion of the commissioners, be made of the full width above required: 5. The lower side, where it shall not be of full width, shall be furnished with a strong and sufficient fender or railing, of the height of at least four feet above the surface of the road along which such fender shall be constructed." (6) 1 R. L. 228, § 3. (7) Ib. § 5. constructed. TITLE 1. Mile stones, &e. Guide posts. Prohibition. Ib. Land may be agreed for. If no agreement be made, how $ 21. A mile stone or post shall be erected and maintained by the corporation on each mile of the road, on which shall be fairly and legibly marked or inscribed, the distance of such stone or post from the place of the commencement of the road; and when such road shall commence at the end of any other road, having mile stones or posts, on which the distance from any city or town is marked, a continuation of that distance shall in like manner be inscribed. S22. A guide post shall also be erected at the intersection of every public road, leading into or from the turnpike, on which shall be inscribed the name of the place to which such intersecting road leads, in the direction to which the name on the guide post shall point.8 $ 23. No director of the corporation to which it shall belong, shall be concerned directly or indirectly in any contract for the making or working of the road, or any part thereof, during the time he shall be a director.9 $24. No contractor for the making of such road, or any part thereof, shall make a new contract for the performance of his work, or any part thereof, other than by hiring hands, teams, carriages or utensils, to be superintended and paid by himself, unless such new contract and its terms be laid before the board of directors, and be approved by them." $25. After the road shall have been laid out by the commissioners, the president and directors of the company to which it shall belong, may agree with the owners of the land through which it shall pass, for the purchase of so much thereof as shall be necessary for the making of the road, and the accommodation of gates, toll-houses, and other works thereto belonging." 10 $ 26. In every case where the owner of land so required, shall be absent from the county, or shall not from any cause be capable in law be assessed. So to agree, or shall refuse to agree, the value of such land, and the damages to the owners, shall be ascertained, in the manner following: damages to 1. One of the judges not interested in the road, of the court of common pleas of the county in which the land shall be situated, upon application of the president and directors, shall, by an instrument in writing, signed by him, appoint three freeholders of the county, not inhabitants of any town through which the road shall pass, and not interested in the road or lands to be appraised, as appraisers : 2. The president and directors shall give notice to the appraisers of their appointment, and the appraisers, or any two of them, shall thereupon name a day for meeting on the land, and performing the duties required of them; which day shall not be more than twenty, nor less than ten days from such notice of their appointment: (8) 1 R. L. 228, § 8. (9) Ib. § 15. (10) Ib. § 3. |