Powers of directors.

Officers

by reason of any irregularity in, or want of such election, and in case of a vacancy in the board of directors, the same may be filled by appointment of a majority of the board, until the next annual election thereafter.

SEC. 3. The business of said company shall be managed by a board of nine directors, who shall be stockholders; the directors shall be chosen annually by ballot by the stockholders of said company, and shall serve until others are elected in their stead. The vote may be given in person or by proxy duly authorized. The directors shall make such by-laws, rules and regulations, not inconsistent with the constitution and laws of this state, as may be necessary for the well ordering of the affairs of said company, and a majority of said directors shall form a quorum for the transaction of business for the company. In the absence of the president of the board of directors, the board may appoint a president, pro tem. The board shall also appoint a secretary, treasurer, engineers, and such other officers as they may deem necessary, and fix their compensation and may demand adequate security for the performance of their respective duties. They shall have full power to decide the time and manner in which said stockholders shall pay the money, or labor due on their respective shares, not exceeding twenty per cent. at any one installment, and to forfeit to the use of the company the share or shares of every person failing to pay any installment, at a reasonable period, not less than thirty days after the time appointed for the payment thereof. The commissioners, until the directors are chosen, shall do and perform all and singular the duties and trust imposed by this act upon the directors of said company. They shall appoint a chairman, secretary and treasurer; the chairman to be one of their own number, and until the directors are appointed according to the provisions herein contained, they shall in fact constitute a board of directors for the company, with like powers as are herein conferred upon the said board of directors. The said commissioners shall issue certificates to the stockholders for the number of shares such stockholder may have subscribed for, or may hold in said company, the certificates to be signed by the secretary and countersigned by the chairman, and to be subject to all the payments due and to become due thereon, which stock shall be transferable in such manner as shall be prescribed by the by-laws of said company.

SEC. 4. The capital stock of said company shall be twenty thousand dollars, and shall be divided into shares of twenty-five dollars each; each stockholder shall be en

titled to one vote for each and every share of stock he orCapital ato ak she may hold; and any person may subscribe to pay his or her shares in labor or materials upon said road, under the supervision and direction of the board of directors:Provided, always, That five per cent. in cash be paid on making such subscription to the stock of said company.

Route.

SEC. 5. The said company shall have power to construct Materials, a plank road, or a road partly of plank and partly of gravel, or other good and substantial material, from Janesville, in the county of Rock, to the village of Decatur, on Sugar River,in the county of Green, and to continue said road from thence to Monroe, in the said county of Green, beginning at or near the quarter post on the east line of section thirty-five, in town three, north of range twelve east; thence along the east line of said section to the south-east corner thereof; thence on the most eligible route to the south-east corner of the west half of the south-west quarter of section three, in town two, north of range twelve cast; thence to the south-west corner of section two, in town two, north of range eleven east; thence to the village of Decatur aforesaid, and from thence to Monroe; also to construct a branch of said road from the most eligible point in the same, to the village of Albany, in the said county of Green. The route of said road to be determined by the directors of the company, when elected and duly organized: Provided always, That the points of said read herein established, shall in no case be changed by said directors; and the said directors shall have power to construct said road along and upon any highway now, or hereafter laid out, or to be laid out and established by the proper authorities, and of such width as the said directors shall determine, but the surface, or arch of said road, shall in all places be of sufficient width for two teams to pass conveniently, though it shall be at the option of the directors, wherever the said road shall be constructed of plank, to lay down one or two tracks, as they may deem best for the interests of the company.

Proviso.

May enter upon

SEC. 6. It shall be lawful for said company, their officers, engineers and agents, to enter upon any lands for the purpose of exploring, surveying and locating the route of said road, doing thereto no unnecessary damage, and when said route shall be determined or fixed by the company, it lands. shall be lawful for them, their officers, agents, engineers, contractors, and servants at any time to enter upon and take possession of and use such lands to the width of four rods, and also to take from any lands adjoining said road, gravel, stone, or earth, for the purpose of constructing or repairing said road, subject, however, to such compensa

26

Differences, how settled.

Proviso.

1852-CHAP. 16.

tion as the company may have agreed to pay therefor, or as shall be ascertained in the manner hereinafter directed and provided.

SEC. 7. Whenever it shall be necessary for said company to enter upon and occupy for the purpose of constructing said road, any land upon which the same may be located, or to take from such land or the land adjoining said road, any gravel, stone, or earth, for the purposes of said road, and the owner or owners of the same shall refuse to permit such entry, or occupation, or taking, and the parties cannot agree upon the compensation to be made for the injury to be done to such land for such entry, or occupation, or taking, it shall, and may be lawful for the parties to appoint three disinterested persons to estimate such damage, who shall be sworn fairly and impartially to estimate the same, and who shall reside in the the county where the land lies.The expenses of such appraisal shall be paid by the company; but if the parties cannot agree upon such persons, or if the persons thus chosen cannot decide upon the matter, or if the owner of the land refuse or neglect to join in such appointment, within twenty days after notice for that purpose upon him made, or if such owner shall be under a legal disability or out of the state, then, and in either of such cases, it shall be lawful for the judge of the circuit court of the county in which such lands lie, upon application of either party, and at the cost and charges of the company, to appoint, and he shall appoint, three disinterested persons of the same county to view the lands and estimate the damage or injury which will be sustained by reason of the entry, or occupation,or taking as aforesaid. Provided, That the party so applying to the judge of the court for the appointment of appraisers shall give to the other party, if a resident of this state, at least ten days notice of the intention of said party to make such application; which notice shall set forth the time and place at which such application will be made. And in case the owner of the land shall be a minor, insane person, or married woman, then it shall be sufficient to serve the said notice on the guardian of the said minor, committee of said insane person, or on the said married woman and her husband. The said appraisers shall as early as practicable, report under oath, to the circuit court of the county, the amount of damages sustained by any party by reason of such entry as aforesaid, which report being confirmed by the court, judgment shall be rendered therefor. The said appraisers shall be paid each two dollars per day for their services, by the company, in all cases where said damages exceed the amount offered by said

1852-CHAP. 16.

company previous to the appraisal, or to be paid by the other party when the suh awarded does not exceed the sum offered for damages by the company. The said appraisers shall in all cases take into account, in awarding damages, the benefits accruing to the person claiming damages, in consequence of the building of said road. Upon the payment to the owners of said lands, of the sum specified in the report of said appraisers, or upon depositing said sum with the clerk of the circuit court of the county where said lands are situated, for the benefit of said owners, the said company may immediately enter upon, occupy, or take from said lands as herein before provided.

27

May enter upon

May erect toll

SEC. 8. The said company may erect toll gates, and demand and receive toll from all persons traveling on the gates. said road, whenever three consecutive miles are finished, or when the whole road is finished. The tolls on said road shall not exceed the following rates per mile, to wit: For every vehicle, sled, sleigh, or carriage, drawn by one or two Rates of toll. animals, two cents, and if drawn by more than two animals, one cent per mile for each additional animal; for every horse and rider, or lead horse, one cent per mile; for every score of neat cattle, four cents per mile; for every score of sheep, two cents per mile, and for every score of swine, two cents per mile.

Bons refusing to

SEC. 9. Each toll gatherer may detain and prevent from Toll gatherer passing any gate on said road, all persons, riding, leading, may detain peror driving animals or carriages subject to tolls, until they pay. shall have paid, respectively, as authorized by this act, and any person who shall forcibly or fraudulently pass any toll gate erected on said road, pursuant to this act, without having paid the legal toll, and any person who, to avoid the payment of legal toll, shall, with his carriage or horse, or other vehicle, or animal or animals, liable to toll, turn out of such road,or pass any gate thereon, or land adjacent thereto, and enter again upon said road, shall, for each offence be liable to a fine not to exced ten dollars, to be recovered in any court having competent jurisdiction thereof. SEC. 10. If any person shall wilfully and maliciously renalty. obstruct, break, injure, or destroy said road, or any part thereof, or any work, building or fixture attached to, or in use upon the same, belonging to said company, such person so offending, shall for every such offence be liable for the recovery of damages by the company, and shall also be subject to indictment, and upon conviction shall be punished by fine and imprisonment, or either, at the discretion of the court.

SEC. 11. The directors of said company, or a majority

Capital stock

may be increased.

in amount of said stockholders, may at any meeting of said company, called for that purpose, provide for such increase of the capital stock of said company as may be deemed necessary: Provided, That the capital stock of said company shall, in no case exceed the sum of fifty thousand dollars: And provided further, That such increase of capital shall be necessary to complete said road. SEC. 12. This act shall be favorably construed to effect the purposes hereby intended, and the same is hereby de-* clared to be a public act.

J. MOM. SHAFTER,

Speaker of the Assembly.

TIMOTHY BURNS,

Lt. Governor and President of the Senate.

Approved February 5, 1852.

LEONARD J. FARWELL.

Chap. 17.

Meaning, declar

ed.

Claims, how audited.

An Act to amend an act entitled, An Act to incorporate the village of Manitowoc in the county of Manitowce.

The people of the State of Wisconsin represented in Senate and Assembly do enact as follows:

SECTION 1. That the words in the first section of the act to which this is amendatory, to wit: "north fraction of fractional north east quarter, south fraction of fractional north east quarter," were intended to embrace the whole of the north east fractional quarter of section numbered thirty, in the township mentioned in said act, and the whole of the north east fractional quarter of section numbered thirty in said township, is hereby declared to be included within the limits of said village.

SEC. 2. No account or claim against said village shall be paid until it shall have been presented to the trustees thereof, and audited and allowed by them at a regular or special meeting of the board, and when any such account or claim shall be so audited and allowed or disallowed, the president shall endorse thereon or annex thereto his certif icate of such allowance or disallowance, which certificate together with such account or claim and affidavit shall be placed and kept on file in the clerk's office.

SEC. 3. No money shall be paid out of the village treasury, except on warrant signed by the president and counHow warrant to tersigned by the clerk, by order of the trustees, which war

be drawn.

rant shall specify to whom and for what it is drawn, and before delivered a memorandum of its contents shall be made by the clerk, in the records of his office.