Officers of board. Powers of president and direct ors. Annual report Location of route. through orchard etc., without the remaining directors until another election. In case the election of directors is not held on the day fixed by the by-laws, it may be held on any day thereafter fixed by the board, on giving the same notice of the time and place as in case of an annual election.' (2699.) SEC. 6. A-majority of the directors shall be a board for the transaction of business. At the first meeting after their election, they may elect one of their number president and appoint such other officers as the articles of association or by-laws require.' (2700.) SEC. 7. The president and directors shall have power to make and prescribe such rules and regulations, respecting the transfer of the stock, either before its full payment or thereafter, and for the general management of the affairs of said association, as they may deem proper, not inconsistent with the laws of this State, and shall have power to appoint and employ officers, clerks, agents, and servants, for conducting and carrying on the business of said corporation, and fix the salaries or compensation to be paid to them. It shall be the duty of the said president and directors to make, verified by the oath of some one of them, an annual report to the Secretary of State, on the first day of January in each year, showing First. The capital stock, and the amount actually paid in; Third. The amounts received from tolls and from all other sources, distinguishing from what sources; Fourth. The number and amount of dividends, and how paid: Fifth. The number of men employed, and their occupation. ' (2701.) SEC. 8. It shall be lawful for such company, their officers, engineers, and agents to enter upon any lands for the purpose of exploring, surveying, and locating the route of any such canal, harbor, or the improvement of any such river or stream, doing thereto no unnecessary damage, and paying any damage which Not to be located may accrue; but said company shall not locate any such canal through any orchard over one year old, or garden, without the consent of the owner, or through any building or fixtures, or any yard or inclosure necessary for the use or enjoyment thereof, without the like consent; and when the said route or improvement shall be established by the said company, it shall be lawful for them, their officers and servants, to enter upon, take possession of and use such lands, to the width of two hundred feet, as said company shall have purchased or obtained from the owners or occupants the right to use, and also to take and use any other lands consent. When route is located, com pany may enter upon lands. 1 Vide note to section 1 of this act. which may be necessary for the construction of said canal, or the to hold lands donated. (2702.) SEC. 9. Said corporations shall not, in their corporate Corporation not capacity, hold, purchase, or deal in any lands other than lands other than those donated to said corporations to aid in constructing said improvements, or the lands in which their canals shall run, to the width of three hundred feet on each side of such canals, or which are donated to or purchased by said corporation, for wharves or docking purposes, or which may actually be necessary for the construction and maintenance of the canals or improvements, or the fixtures connected therewith.1 ascertain dam ing upon lands. (2703.) SEC. 10. Whenever said company shall desire to enter Proceedings to upon, use, or occupy any lands, or condemn any franchise or right ages for enterto the use of running water, when no agreement can be made with the owners thereof, the like proceedings shall be had and taken as is provided in "An act to provide for the incorporation of railroad companies," and the acts amendatory thereto; and after the pay- After payment ment or tender of such damages as shall be then ascertained, may use lands. enter upon and take the lands so appraised, for the purposes of constructing said canal, harbors, or making the improvement in such river, its fixtures and appurtenances." of damages, may to establish rates (2704.) SEC. 11. Any such company shall be authorized to charge, Commissioners demand, and receive such rates of toll for the use of said canal or of toll. harbor, or for the use of any river or stream of this State, improved by said company, or for any dock, wharf, or other improvements, as may be established by three commissioners, who shall be appointed by the board of supervisors of the county where the tolls are collected, or in which the greater part of such improvements shall be constructed. Said commissioners, after making a personal examination of such canal or improvement, shall fix and establish the rate of tolls and charges for each boat, vessel, raft, or craft of any descrip 1 Vide note to section 1. 2 As amended by Act 230 of the Laws of 1865, p. 490, approved and took effect March 18, 1965. boats and ves sels. tion using said canal or passing through said improyed river, or any of the works of said company, and upon the goods, merchandise, Tolls a lien upon or other cargo on said boat or vessel, which said tolls or charges shall be a lien upon the boat or vessel using any of the improvements of said company, or having such goods or merchandise on How collected. board, and may be collected under the provisions of an act entitled "An act to repeal chapter one hundred and twenty-two of the Revised Statutes of eighteen hundred and forty-six, and the amendments thereto, and provide for the collection of demands against water-craft," approved February fifth, in the year of our Lord eighteen hundred and sixty-four, and shall be collected in the distribution of funds, as provided by section thirty-three of said act, Master or clerk under the fourth specification of said section; and it shall be the of boat to give statement. duty of the master or clerk of any such boat or vessel, on demand of the collector or any other person authorized by said company to receive or collect such tolls or charges, to give such collector, or other person so authorized, a true and correct statement of all goods, merchandise, or other cargo on said boat or vessel, and subject to pay any toll or charges, which statement shall be verified by the oath of the master or clerk of such vessel or boat. Said Copy of rates to board of commissioners shall deliver a certified copy of such rates of be posted and filed. Certified copy may be given in evidence. Certain crafts not to pay toll. Penalty for in tolls or charges to such company, a printed copy of which shall always be posted up at such place where toll is demanded, and the board shall file another copy with the Secretary of State, which shall be duly recorded in his office. A certified copy of such record may be read in evidence in any court of this State, and shall be sufficient proof of the rates of tolls and charges due on any boat or vessel, or any goods, merchandise, or other cargo: Provided however, That no charge whatever shall be made for the use of any river, where such improvement has been made, for any boat, vessel, raft, or craft of any description, which might or could have used said river before said improvement had been made: Provided Jurther, That the said board shall, in determining the rates of toll or charges, declare what boats or vessels or rafts are entitled to use said river free of charge.' (2705.) SEC. 12. If any person shall willfully obstruct, or in any juring improve wise injure any such canal, harbor, or improvements, or any dock, wharf; or other fixture connected therewith, or shall violate any rule or regulation established by said company, such person, or such boat or vessel, or other craft, as the said company may elect, shall be liable for all damages done or committed; and said damages, 1 Vide note to section 9 of this act. recovered. if against the person, may be recovered in an action of trespass, Damages, how and if proved to have been done willfully, treble damages may be recovered. Any such claim for damages, if the company shall so elect, shall be a lien on any such boat or vessel, or other craft, and such lien may be enforced under the existing provisions of the law therefor.1 highway to be (2706.) SEC. 13. Whenever any canal shall cross any highway, Canal across the company shall make and keep in good repair such bridges as bridged. the board of supervisors of the county in which such canal is located shall direct." jointly liable for Suit, when may recover company. (2707.) SEC. 14. The stockholders of said companies, incorpo- Stockholders rated under this act, shall be jointly and severally liable for all labor performed. labor performed for such company; but no suit shall be brought brought. against any individual stockholder for any debt of said company until judgment on the demand shall have been obtained against the company, and execution thereon returned unsatisfied in whole. or in part; and any stockholder who has paid any debt of such Stockholders company, either voluntarily or otherwise, shall have the right to amount paid for sue and recover of such company the full amount thereof, with interest, cost, and expenses; and in case of failure to recover the amount from said company, may sue the said stockholders, or any one of them, for their due proportion thereof which such stockholder ought to pay; and if such action for contribution shall be brought against more than one, the judgment shall specify the sum due and to be recovered from each of the defendants named." (2708.) SEC. 15. Any boat, vessel, raft, or craft which shall will- Penalty for atfully pass through said canal or said improvement without paying toll." the toll required, shall be liable to pay to said company the sum of one hundred dollars, to be collected by proceeding against said boat, or against the owners thereof, by attachment or otherwise." (2709.) SEC. 16. The Legislature shall, at all times hereafter, Legislature may have the free right to alter, amend, or repeal this act." tempt to avoid amend. (2710.) SEC. 17. Every corporation formed under the provisions Tax. of this act, shall pay on the capital stock of said company all taxes assessed thereon for State, county, township, or other purposes, upon the property of said company, whether real, personal, or mixed, except penalties imposed by this act, the said tax to be estimated upon the last annual report of said corporation.' (2711.) SEC. 18. Any persons, or private associations, or corpo- Corporations already formed rations, who have, previous to the passage of this amended act, may organize 1 As amended by Act 26 of the Laws of 1861, p. 76, approved February 5, 1864. 2 Vide note to section 1 of this act. Vide note to section 12 of this act. under this act. Stock of membere liable for debts due corporation. corporation, according to the provisions of this act; and such corporation shall at all times have a lien upon the stock of its members for all the debts due from them to such corporation, notice of which shall be given by the company to all transferees of stock, before making any such transfer on the books of the company, Lien enforced by which lien may be enforced by advertisement and sale, in the manner herein provided for selling delinquent stock; and all purchasers at such sale [shall] be entitled to the rights of stockholders. sale of stock. Liabilities of stockholders for labor. Proviso. Report, when to be made, etc. How and on whom service of summons may be made. Penalty of neglect. Insolvency (2687.) SEC. 17. The stockholders of such corporation shall be jointly, severally, and individually liable for all labor performed for such corporation, which said liability, founded on this statute, may be enforced by suit at law, at any time after an execution in favor of the plaintiff shall be duly returned unsatisfied in whole or in part against said corporation: Provided always, That if any or several stockholders shall by any such proceeding be compelled to pay any sum to such creditor, he or they may recover the same in full of the corporation, or may compel the stockholders, jointly or severally, or any number of them, to contribute ratably to reimburse him or them, in an action at law or in chancery. (2688.) SEC. 18. Every corporation hereunder shall annually, in the month of February, make a report, which shall state the amount of capital actually paid in, and the amount borrowed by such corporation and remaining unpaid, in whole or in part, which report shall be signed by a majority of the directors, and verified by the oath of the secretary and treasurer, and be filed in the office of the clerk of the county where its articles are filed, and a duplicate thereof in the office of the Secretary of State. (2689.) SEC. 19. Service of any summons, declaration, notice, or other process or paper, upon any incorporation formed under this act, may be made on the president, secretary, or treasurer, if either are to be found within the county where these articles are filed. If neither of them can be found therein, then such service may be made by posting a true and certified copy thereof in some conspicuous place at the office of the secretary or at the general office of said corporation. (2690.) SEC. 20. If the directors of any such corporation shall intentionally neglect or refuse to comply with any of the provisions of, and to perform the duties required of them by this act, they shall be jointly and severally liable in an action founded on this statement [statute], for all the debts of such corporation contracted during the period of such neglect or refusal. (2691.) SEC. 21. If any such corporation shall willfully violate lating this act. any of the provisions of this act, and shall thereby become insolv caused by vio |