SEC. 6. This company shall, at their first meeting, make by-laws for its government not inconsistent with the Constitution and laws of this State, or this act of incorporation; no by-laws shall take effect until approved by a majority of the stockholders.

SEC. 7. That the parties named in the first section of this act, or a majority of them, are hereby declared commissioners, whose duty it shall be, within twenty-four months after the passage of this act, to organize said company as may be determined by a majority of them. The stockholders shall elect a board of not less than five nor more than seven directors, who shall elect from their number a president; and they shall also elect such other officers as the by-laws may require.

SEC. 8. That all contracts made or entered into by and between the mayor and aldermen of the city of Houston and the said company, or any privileges or rights granted by the said mayor and aldermen of the city of Houston to the said company, shall be, in all respects, legal and binding on the aforesaid contracting parties.

SEC. 9. This charter shall remain in full force and effect for the period of fifty years.

SEC. 10. Be it further enacted, That all acts, laws or parts of laws, ordinances or declarations conflicting with this act of incorporation, be and the same are hereby repealed; provided, that nothing herein contained shall annul or set aside any ordinances or laws of the city council of the city of Houston.

SEC. 11. This act shall take effect from and after its passage. Passed August 6, 1870.

CHAPTER LVII..

AN ACT TO AMEND SECTIONS ONE, TWO, THREE, FIVE, SIX, ELEVEN, TWELVE, THIRTEEN, FIFTEEN, NINETEEN AND TWENTY OF an act TO INCORPORATE THE WACO TAP RAILROAD COMPANY.

SECTION 1. Be it enacted by the Legislature of the State of Texas, That section first of the above entitled act, approved November 5, 1866, shall be so amended as to read as follows: That a corporation and body politic be and the same is hereby created, to consist of the president, directors and stockholders of a company, to be styled "The Waco Tap Railroad Company," and J. B. Earle, James E. Harrison, George E. Burney, Richard Coke,

E. J. Gurley, L. F. Puckett, J. M. Steiner, John Shackleford, William Dunklin and H. W. Hood, be and they are hereby commissioners to organize said company; and the name of said company shall be, and is hereby now changed from the Waco Tap Railroad Company, to be called hereafter "The Waco and Northwestern Railroad Company," and said company shall have power in their corporate capacity under the name and style of the "Waco and North-western Railroad Company," to have succession and a common seal; to make contracts; to sue and be sued; to plead and be impleaded; to grant and receive; to make by-laws, and generally to do and perform such acts and things proper and necessary to be done, to carry into effect the objects and consumate the ends of this incorporation, and the maintenance of the rights accruing under or connected with it, if not inconsistent with the laws of the State, and shall succeed to all the rights of the "Waco Tap Railroad Company;" provided, that nothing in this act contained shall be considered as reviving any land grant to said railroad company.

SEC. 2. Section second shall hereafter read as follows:

Said corporation is hereby invested with the right to locate, construct, operate, own and maintain a railway and telegraph line, commencing at a convenient point on the Houston and Texas Central Railroad, within or below the county of Falls. and running thence in a north-westerly direction, by the most eligible route, to or near the town of Waco, crossing or recrossing the Brazos river whenever the company may deem it necessary; and thence up the general course of the Brazos river north-westwardly to the vicinity of the copper and coal mining regions on the waters of the Brazos river; and thence to the north line of the State of Texas, on Red River; and the said company shall have the right to cross the line of any other railroad on its line, and may form a junction with any other railroad company running in the same general direction, with full power to unite and consolidate with the same upon such terms as may be agreed upon by said company, with the power and right to change the name thereof upon such consolidation.

SEC. 3. Section three shall hereafter read as follows:

The capital stock of said company shall not exceed ten millions of dollars, divided into shares of fifty dollars each, and each share shall entitle the owner thereof to one vote, in person or by written proxy, at all meetings of the stockholders, and the shares shall be transferred only on the books of the company by the person owning the same, or by his agent or attorney. Such stock shall be at all times held liable for any dues from the owner thereof to the company.

Section fifth shall hereafter read as follows:

The immediate government and direction of the affairs of said company shall be vested in a board of not more than eleven directois, who shall elect one of their number president. No person shall be eligible to the office of director unless he be the owner of at least ten shares of the stock of said company. The directors shall be elected annually by the stockholders, each being entitled to one vote for every share he may own, the first election to take place within two years of the passage of this act, at such time and place as the persons named in the first section of this act, or a majority of them, may determine; provided, however, it shall be within the State of Texas; and should a vacancy occur in the said board of directors, by death, resignation or otherwise, the vacancy or vacancies may be filled by the residue of said directors for the unexpired term; and should the stockholders, for any cause, fail to hold an election at any regular period, those in office shall continue directors until a regular election. It shall be the duty of the directors to appoint a secretary and treasurer, and they shall keep, or cause to be kept, a record of all their proceedings, and an account of the receipts and expenditures of said company, and all such other books necessary and proper to be kept by said company, and shall be open at all reasonable hours for the inspection of any person interested in said company. A majority of the directors shall have the authority of a full board. Said company shall keep their office on the line of said road.

SEC. 5. Section six shall hereafter read as follows:

Stockholders shall only be liable for the amount of their shares. SEC. 6. Section eleven shall hereafter read as follows: Said company shall have the right to demand and receive such rates of price for transportation of freights and passengers as they may think proper to establish, not exceeding five cents per mile for passengers, and fifty cents per hundred pounds of freight, or twentycents per cubic foot for every hundred miles the same may be carried, and in the same proportion for a shorter distance; provided, that this company shall be subject to any general law that is now in force or may be hereafter passed regulating the charges for freight and passengers on railroads.

SEC. 7. Section twelve shall hereafter read as follows:

Nothing in this act shall be so construed as to confer banking privileges.

SEC. 8. Section thirteen shall hereafter read as follows:

Said company shall commence the construction of said road within twelve months after the organization of their company, and shall complete and have in running order twenty miles of said road on or before the first day of December, 1871, and shall complete fifteen miles yearly thereafter, until said road be completed to or near the

city of Waco, say to the Waco depot; and fifty other miles shall be completed within three years thereafter, and twenty miles a year thereafter, until the road is completed to its north-western terminus in the copper or coal mining regions, or to the State line.

SEC. 9. Section fifteen shall hereafter read as follows:

The said company shall have the right to borrow money on their bonds, notes, mortgages, deeds of trust or other securities, at such rates as may be agreed upon.

SEC. 10. Section nineteen shall hereafter read as follows :

This company shall have the right to connect their road with the Houston and Texas Central Railroad at such point within Falls county, or south of the same, as they may elect.

SEC. 11. Section twenty shall hereafter read as follows:

This act shall take effect from and after its passage and continue in force fifty years.

Passed August 6, 1870.

CHAPTER LVIII.

AN ACT GRANTING RIGHT OF WAY TO THE THIRTY-FIFTH PARALLEL RAILROAD COMPANY.

SECTION 1. Be it enacted by the Legislature of the State of Texas, That the Thirty-fifth Parallel Railroad Company shall have the right to extend its railroad with the same gauge it uses in Arkansas and the Indian Territory, with its telegraph lines, into and through the north-western part of the State of Texas, known as the "Pan Handle," in a general westerly course, as nearly in an air line continuation of its railroad through the State of Arkansas and the Indian Territory as the topography of the country, in said part of the State of Texas, will practically admit, entering the State of Texas at or near the point of intersection of the hundredth degree of longitude and the thirty-fifth parallel of latitude, with a view of extending said road from Little Rock, Arkansas, its present eastern terminus, to Albuquerque, in New Mexico; and that said railroad company shall have the right of way two hundred feet in width through said part of the State of Texas, with the right to use such stone, timber, earth and other material in the vicinity of its road as shall be used in the construction of its road.

SEC. 2. That if said railroad shall pass through lands owned by

individuals, and said railroad company and such individuals fail to agree on the amount of compensation to be paid said individual owner for so passing through his lands and building their road. thereon, the District Court of the county in which such land lies, or the nearest District Court of this State to such land shall, upon the application of either of the parties so in dispute, appoint three disinterested freeholders of said county, who shall determine the amount of said compensation, and shall be governed in said determination by the actual value of said land when so taken by said railroad company for said use; they shall also take into account the injuries sustained and the benefits accruing to other lands and property of said individual owner by the building of said railroad. They shall return their award to the next succeeding term of said court, which award, unless set aside by the judge of said court for sufficient legal cause then shown, shall be recorded as the judgment of said court; and if the amount of said award shall be greater than the sum offered by said railroad company as said compensation to said individual owner, then the costs of said proceedings at law shall be paid by said railroad company, and otherwise said costs shall be paid by the other party to the suit.

SEC. 3. That if said railroad company shall extend their road from Little Rock into this State, and shall build and equip in this State a good substantial railroad, with good accommodations to the public for a reasonable compensation, said railroad, with its appurtenances and improvements, shall be exempt from taxation, State, county or municipal, in this State, until its completion through this State; and that thereafter, upon paying into the treasury of this State two per centum per annum of the gross receipts of said road in this State, said railroad and appurtenances shall continue and remain exempt from taxation.

SEC. 4. That the said railroad company is hereby vested with all the rights, powers and privileges granted by its acts of incorporation and amendments thereto, so far as the same be not inconsistent with the Constitution and laws of this State, together with all rights, powers and immunities conferred by all general laws now in force, or that may hereafter become in force in this State in regard to railroad companies, in like manner and to the same extent as if incorporated by the laws of this State; provided, that no grant of lands or money is by this clause intended to be, or shall at any time hereafter be asked for by said company.

SEC. 5. That said railroad company, in order to be entitled to the benefits of this act, shall build twenty-five miles of said road within this State, within three years from the passage of this act,