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Fond du Lac and Beaver Dam Rail Road Company,” with Name and
style of the perpetụal succession; and by that name shall have all the
corporation. privileges, franchises, and immunities incident to a corporation; they shall be capable in law of purchasing, holding, selling, leasing, and conveying estate, either real, personal, or mixed, so far as the same may be necessary for the purpo
General ses hereinafter mentioned, and no further; and in their cor
powerk. porate name may sue and be sued; may have a common seal, which they may alter and renew at pleasure ; and generally may do all and singular the matters and things which to them it shall lawfully appertain to do for the well being of the said corporation. : Sec. 3. That the said commissioners, or a majority of of the elec
tion of direethem, after the said two thousand shares of stock shall have tors. been subscribed, as aforesaid, shall give at least thirty days notice in the newspapers hereinbefore mentioned, of the time and place by them appointed for the subscribers or stockholders to meet for the purpose of electing nine directors; and annually thereafter the said stockholders shall meet on the first Monday in July, for the purpose of electing directors as aforesaid, upon a like previous notice to be given by the directors for the time being, in such newspapers as they may deem advisable: Provided, that previous to the first election, the commissioners hereinbefore named shall elect one of their number president, and they shall perform all the duties and be invested with all the powers of directors: And pro- Proviso. vided, that if from any cause an election shall not be held at the regular time specified therefor, the same may be held at any other time, on notice as aforesaid ; that until such election, the directors of the preceding year shall continue to act, and that this charter shall not be avoided by reason of the irregularity or want of such election: And provided, that in case of a vacancy from the death or resignation of any
director, his place shall be filled by the board of directors. Sec. 4. The affairs of said corporation shall be managed Affairs how
managed. by a board of nine directors, who shall be chosen annually, by ballot, on the days hereinbefore prescribed, by the stockholders of said company, the votes to be delivered in person, or by proxy duly aụthorized ; which directors shall appoint
one of their own number to be president, and shall respec. tively serve for one year, or until other directors be elected ; they shall have power to make and establish such bye-laws, rules, orders, and regulations, not inconsistent with the constitution and laws of the United States, or of the state or territory of Wisconsin, as may be necessary for the well
ordering of the affairs of said company: Provided, that none Proviso. but stockholders shall be eligible to be elected directors, and
that at every such election, and in all other cases upon which stockholders shall be called upon to vote, each share of stock shall be entitled to one vote; and also, that in all cases of elections for directors, the nine stockholders having the great
est number of votes shall be declared duly elected. Meeting of Sec. 5. The said directors shall meet at such times and directors and appointment places, and be convened in such manner, as they may hereof officers.
after decide upon. Five directors shall be a quorum for the transaction of business, who, in the absence of the president, may appoint a president, pro tem. The said directors shall appoint a secretary, treasurer, and such engineers and other officers as they may find necessary; shall fix their compensa
tion, and may demand adequate security for the performance Powers of
of their respective trusts. They shall have full power to dedirectors. cide the time and manner and proportions in which the said.
stockholders shall pay the money due on their respective shares, and forfeit to the use of the company the share or shares of every person or persons failing to pay any instalment so required, at a reasonable period, not less than thirty days after the time by them appointed for the payment thereof; to regulate tolls ; to make such covenants, contracts, and agreements, with any person, copartnership, or body politic whatsoever, as the execution and management of the works, and the convenience and interests of the company may require ; and in general 10 superintend and direct all the operations, receipts, disbursements, and other proceedings of the company: Provided, that no instalment called in at any one time shall exceed twenty dollars per share, and that no instalment shall be called by the directors without giving at least sixty days notice thereof in the newspapers hereinbefore mentioned.
Sec. 6. The directors chosen as aforesaid shall issue a Certificates,
of stock to certificate to each stockholder for the number of shares he or be issued. she shall subscribe for or hold in the said corporation, signed by the president, countersigned by the secretary, and sealed with the common seal; subject, however, to all the payments due and to grow due thereon; which stock shall be transferable in person, or by attorney, executors, administrators, guardians, or trustees, under such regulations as may be provided for by the bye-laws of the company. Sec. 7. At each annual meeting of the stockholders, for Annual state
ment to be the purpose of electing directors, the directors of the preced
made, and ing year
shall exhibit to them a complete statement of the special meetaffairs and proceedings of the company for such year: and hoid.
ings when special meetings of the stockholders may be called by order of the directors, or by stockholders holding one-fourth in amount of the capital stock, on like notice as that required for annual meetings, specifying moreover the object of the meeting; but no business shall be transacted at such special meeting unless a majority in value of the stockholders shall attend in person or by proxy. Sec. 8. The said company shall have power to locate and Powers of
corporation in construct a single or double track rail road, from such eligi-construction ble point in the county of Fond du Lac to such eligible point of road. in the town of Beaver Dam, Dodge.county, as shall be determined upon by a vote of the stockholders holding a majority of the stock of said company, and who shall be represented in person or by proxy, at a special meeting called for the purpose of fixing the location or termination of said road; and shall have power to transport, take, and carry property and persons upon the same by the power and force of steam, of animals, or of any mechanical or other power, or of any combination of them; and they shall also have power to make, construct, and erect all such side-tracks, turn-outs, and connecting tracks, and also all such ware-houses, toll-houses, machine shops, carriages, cars, and other works and appendages as may be necessary for the convenience of said company in the use of the said rail road; and also to connect said rail road, and operate the same, with other rail roads and branch rail roads, in the territory or state of Wisconsin.
When road Sec. 9. If said corporation shall not within five years to be built.
from the passage of this act commence the construction of said rail road, and shall not within fifteen years from the passage of this act, construct, finish, and put in operation a single or double track of rail road, from such eligible point in Fond du Lac county to Beaver Dam, then the rights, privileges, and powers of the said corporation, under this act,
shall be null and void. Powers of Sec. 10. It shall and may be lawful for the said company, corporation in relation to
their officers, engineers, and agents, to enter upon any lands land. for the purpose of exploring, surveying, and locating the
route of said rail road, doing thereto no unnecessary damage; and when the said route shall be determined by the said company, it shall be lawful for them, their agents, officers, engineers, contractors, and servants, at any time, to enter upon, take possession of, and use such lands, subject, however, to the payment of such compensation as the company may have agreed to pay therefor, or shall be ascertained in the manner hereinafter provided in such cases; said road shall not be over four rods wide, except in such places as may be necessary for the company to obtain gravel and stone for the construction of said road, in which places the company may construct said road not to exceed six rods in width, provided said company shall have the privilege of cutting down such trees on each side of said road as may endanger said road by falling or otherwise: Provided, said corporation shall not, in their corporate capacity, hold, purchase, or deal in any lands within this territory other than the land on which said road shall run, or which may be actually necessary for the construction or maintenance thereof, and of the ware-houses,
machine shops, and other fixtures connected therewith. How dama. Sec. 11. When said corporation cannot agree with the ownges for lands required by
er or owners of such required land, for the purchase thereof, or corporation for the damages sustained by such owner or owners thereof, tained.
or as to the compensation to be paid to the owner or owners of any land; or when by reason of the legal incapacity, or absence of any such owner or owners no such agreement, or purchase can be made, then, and in any such case, it shall be lawful for the judge of the district court of the county in which
to be ascer
such land or materials are situated, on application of either party, and at the cost and charge of such corporation to appoint three disinterested persons residing in said county, whose duty it shall be to view and examine, or survey said lands, with the buildings and improvements, if any thereon, and to estimate the value of the land so taken or required by the said company, and all damages which the owner or owners thereof shall sustain or may have sustained, by reason of the taking of the same for the construction and use of said rail road, or works appertaining thereto, taking into consideration the advantages as well as disadvanges of the same, to the said owner or owners, and the persons so appointed, before entering upon the discharge of such duties, shall take an oath, before some Justice of the peace, or other person competent to administer oaths, faithfully, and according to the best of their abilities, to examine the lands so taken or required by said company, and impartially to estimate and appraise the value of the same and the damage, or injury which the own. er or owners thereof shall have sustained or may sustain by reason of the taking and using thereof by the said company, over and above all benefits and advantages which such owner or owners shall derive from the construction of such rail road, whereupon such commissioners shall proceed to examine the premises and estimate the value of such land or materials, and the amount of damages, if any, over and above the benefits and advantages which may accrue to such owners, as aforesaid, and shall make a report of such valuation, in wri. ting, under their hands and seals, to said judge, and shall return the same within thirty days after their appointment, to the clerk of the district court of the county in which they reside ; and it shall be the duty of the said clerk to file the
Returns when same, and in case no appeal shall be made within thirty days made. after the filing of said report, as hereinafter provided, then the said clerk shall record the same, at the expense of said company, and judgment of the said court shall be entered thereon, on motion of either party, at any term of said court : Provided, that either party may appeal to said court within