have been subscribed nine thousand shares; and if at the When books end of ten days, the books aforesaid shall not have the numto be closed. ber of shares aforesaid therein subscribed, the said commis

sioners may adjourn from time to time, and transfer the book or books elsewhere, until the whole number of nine thousand shares shall be subscribed, of which adjournment and transfer the commissioners aforesaid shall give such public notice as the occasion may require ; and when the whole number of shares shall be subscribed, the books shall be closed: Provided, that five dollars on each share shall be

paid at the time of subscribing. When the

Sec. 2. When five thousand shares or more shall be subgovernor shall scribed, the said commissioners, or any four of them, may issue letters patent. certify the fact, under oath or affirmation, to the governor,

whereupon the governor shall, by letters patent under his hand and the seal of the territory, create and erect the subscribers, and if the subscription be not full at the time, then also those who shall, thereafter subscribe to the number of shares aforesaid, into one body, politic and corporate, in deed

and in law, by the name, style, and title of “The SheboyStyle of corporation, and gan and Fond du Lac Rail Road Company;” and by the powers. same name, the subscribers shall have perpetual succession,

and be able to sue and be sued, implead and be impleaded, in all courts of record, and to purchase, receive, have, hold, and enjoy to them and their successors, lands, tenements, hereditaments, goods, and chattels as may be necessary and requisite to carry on the business of said company, and all estate, real, personal, or mixed, of what kind or quality soever, and the same from time to time to sell, mortgage, grant, alien, and dispose of, and to make dividends of such portions of the property as they may deem proper; and also to make and have a common seal, and the same to alter and renew at pleasure ; and also to ordain, and establish, and put in execution such bye-laws or ordinances, and regulations as shall appear necessary and convenient for the government of the said corporation, not being contrary to the laws of the United States, or of this territory, or of the future state of Wisconsin, and generally to do all and singular the matters and things which to them shall lawfully appertain, for the

well being of the said corporation and the management and
ordering of the affairs of the same: Provided, that nothing
herein contained shall be construed as in any way giving to
the said company any banking privileges whatever, or any
other liberties, privileges, or franchises but such as may

be
necessary or incident to the making and maintaining of said
rail road.

Sec. 3. The stockholders shall hold their first meeting at Where first such time and place as may be fixed upon by a majority of meeting held, the aforesaid commission'ers present at any meeting called ed. for that purpose ; and any three of said commissioners shall have power to call such meeting by giving at least three weeks' notice in any two newspapers published in this territory, or state of Wisconsin, and annually thereafter at such time and place as may be fixed by the bye-laws of said company; of which meeting notice shall be given in two or more newspapers published in this territory,

Officers to be and choose by a majority of votes of the said subscribers, elected. [by] ballot, to be given in person, or by proxy duly authorized, one president and twelve directors, and such other officers as may be deemed necessary, who shall continue in office until others are chosen and qualified; and the number of votes to which each stockholder shall be entitled shall be according to the number of shares he or she shall hold : that is to say, for five shares five votes, and for

every

additional five shares one vote; and no share shall confer a right of suffrage which shall not have been holden thirty days prior to the election. Sec. 4. The election of officers provided for in the third Election how

conducted. section of this act shall be conducted in the following manner, that is to say: the commissioners, or the directors as the case may be, or a majority of them, for the time being present at such meeting, shall appoint two of the stockholders, not being commissioners or directors, to be judges of the said election, and to conduct the same, after having severally taken and subscribed an oath or affirmation, before an officer generally authorized to administer oaths, well and truly, and according to law, to conduct such election; and the said judges shall decide on the qualification of the voters, and

cancy in

when the election is closed, shall count the votes and declare
who is elected ; and if it shall at any time happen that an
election of president, directors, and other officers shall not be
made, the president, directors and other officers of the pre-
ceding year shall in that case continue to act and be invested

with all the powers belonging to their respective stations, Vacancies in until an election shall be had. In case of [the] deith or resoffice how ignation of any president, director or other officer, or of vafilled.

any office from other cause, his place shall be filled by the board of directors, or a majority of them, until the

next annual election. Concerning

Sec. 5. The said president and directors shall meet at the powers of such times and places as shall be found mosi convenient for the directors.

the transaction of their business, and a majority shall be a
quorum, who, in the absence of the president, may choose a
chairman, and shall keep minutes of their transactions; and
a quorum being present, they shall have authority to appoint
such engineers, surveyors, superintendent, and other artists
and officers as they may deem necessary to carry on the in-
tended work, and to fix their salaries and wages; to deter-
mine the manner and proportion in which the said stockhold-
‘ers shall pay the money due on their respective shares; to
draw orders on the treasurer for the same, which shall be
signed by the president and countersigned by the secretary;
and generally to do all such other acts, matters, and things
as by this act, and by the bye-laws and regulations of the
company they are authorized to do.

Sec. 6. The stock of said company may be transferred on
The stock
transferrable, the books of said company by each and every holder thereof,

at pleasure, either in person, or by attorney duly authorized,
in the presence of the president or secretary, who shall keep
a book for that purpose, subject, however, to all payments
due or to become due thereon; and the assignee shall be a
member of said corporation, entitled to such shares so assign-
ed, and to all the estates and emoluments of the company
incident to such share or shares, and to vote as aforesaid at

the meetings thereof, and subject to all penalties and forfeitPenalties for

ures, and of being sued for the balances and penalties due or not paying in

to become due on each share, as the original subscriber
would have been.

took

Sec. 7. If after thirty days' notice in two or more public papers of the time and place appointed for the payment of ' any proportion or instalment of the said capital stock, in order to carry on the work, any stockholders shall neglect to pay such proportion or instalment at the place appointed, for the space of thirty days after the time so appointed, every such stockholder, or his assignee, shall, in addition to the instalments so called for, pay at the rate of one per cent. per month for the delay of such payment; and if the same and penalty shall remain unpaid for such space of time as that

Stock when the accumulated penalty shall become equal to the sum's paid forfeited. in part, and on account of such shares, the same shall become forfeited to said company, and may be sold to any person or persons for such price as can be obtained for the same; or in default of payment by any stockholder of any such instalment as aforesaid, the president and directors may, at their election, cau:e suits to be brought in any court having competent jurisdiction, for the recovery of the same, together with the penalty aforesaid: Provided, that no stockholder, whether original subscriber or assignee, shall be entitled to vote at any election, or at any meeting of said company, on whose share or shares any instalment or arrearage may be due and payable more than thirty days previously to the said election or meeting.

Sec. 8. Dividends of so much of the profits of the institu- Dividends to tion as shall appear advisable to tue directors shall be de- be declared

twice a year clared at least twice a year, and paid to the stockholders on demand at any time after the expiration of ten days there. from ; but they shall in no case exceed the nett profits actually acquired by the company, so that the capital stock shall never be thereby impaired; and the said company shall pay annually into the treasury of the territory or state of Wiscon. sin a tax of ten per centum on all dividends which may exceed ten per centum per annum on the capital stock actually paid in.

Sec. 9. The president and directors of said company shall Route where have power to survey, lay down, ascertain, mark and fix such surveyed. route as they shall deem expedient for a rail road with as many setts of tracks as they may deem necessary, beginning at Sheboygan, on lake Michigan, and terminating at Fond

du Lac. Said road not to exceed eighty feet in width : Proviso.

Provided however, That at such points as the company shall deem necessary for procuring a supply of stone, timber and gravel, for the construction and maintainance of the road, they may locate said road-way not excee ding one hundred feet in width: Provided also, That the company may have the right to remove the standing timber for such a distance on each side of the track as shall ensure the safety thereof from obstruction or damage by falling timber.

Sec. 10. It shall be lawful for thep resident and directors, themselves, their engineers, superintendents, artists, and workmen to enter upon any land which they shall deem necessary for laying out said road, and also for the purpose of searching for stone, sand, gravel, or wood. But no stone, sand, gravel, or wood shall be taken away from any land, without the consent of the owner thereof.

Sec. 11. Whenever it shall be necessasy for the presiDamages in locating road dent, directors, and company of said rail road company to how ascer

enter in, and upon, and occupy, for the purpose of making tained.

said rail road, any land upon which the same may be loca-
ted, if the owner, or owners of said land shall refuse to permit
such entry or occupation, and the parties cannot agree upon the
compensation to be made for any injury that may be done
to such land by such entry and occupation, it shall and may
be lawful for the parties to appoint three disinterested per-
sons to estimate such damage, who shall be under oath or
affirmation, fairly and impartially to estimate the same, and
shall reside within the county where the land lies, and the
expenses incurred by the said appraisers, shall be defrayed
by the rail road company; but if the parties cannot agree
upon such persons, or if the persons so chosen shall not de-
cide
upon

the matter, or if the owner of such land shall refuse or neglect to join in such appointment within twenty days after the requisition for that purpose upon him made, or if such owner shall be feme covert, under age, non compos mentis, or out of the territory or state, then it shall be lawful

for the judge of the district court of the district in which Distriot court such land lies, on application of either party, and at the cost referees when and charges of said corporation, to appoint three disinterest

ed persons of the said county, to view, examine, and survey