ken. put on the general plan of either of said districts, and provided also, that said entry or entries is not made south of Winchester's line, and provided also, that said land is not fit for cultivation. SEC. 2. Be it enacted, That the location and survey, with Oath to be ta the oath of the person wishing to enter the same, taken before some justice of the peace in the county where the entry is intended to be made, shall be sufficient authority for either of the surveyors to lay the same down on the general plan of their districts. F. W. HULING, Passed November 12, 1833. Speaker of the Senate. CHAPTER XXVI. An Act to incorporate the Western Rail Road Company. SECTION 1. Be it enacted by the General Assembly of the Commissioners State of Tennessee, That Samuel Lancaster, Allen Deberry, appointed to James Caruthers, Joseph H. Talbot, Jeremiah P. Horton, open books. John Trigg, John G. Chalmers, James Elrod, Dr. Joseph Jones, Francis S. Coxe, Matthew Picket, Benjamin Parsons, George W. Hockley, Nathaniel Potter, Granville D. Searcy, Charles Tucker, F. A. Young, Washington L. Hannum, Albert G. Hunter, John H. Ball, Granville Lewis, Edmond P. Gaines, Pitser Miller and Francis Shoemake, be, and are hereby, appointed co:nmissioners, under the direction of a majority of whom subscriptions may be received to the capital stock of the western rail road company hereby incorporated, and they, or a majority of them, may cause books to be opened at such times and places as they may direct, for the purpose of receiving subscriptions to the capital stock of said company, after having given such notice by advertisement for at least three successive weeks in the newspapers printed at Jackson and Nashville, of the times and places of opening the same. Upon the first opening of said books, they shall be kept open for at least ten days, (Sundays excepted,) from ten o'clock in the forenoon to four o'clock in the afternoon; and if at the expiration of that time, such subscription to the capital stock of said company, as is necessary to its incorporation, shall not have been obtained, the said commissioners, or a majority of them, may cause the said books to be re-opened for subscriptions at the town of Jackson and elsewhere, from time to time, for the space of three years, after the passage of this act, or until the sum necessary to the incorporation of the company shall be SEC. 2. Be it enacted, That the capital stock of said company, shall be five hundred thousand dollars, in shares Capital stockof one hundred dollars each, which shares may be sub- company incorporated-their scribed for by any corporation or individuals. So soon powers and auas two thousand shares of said capital stock shall be sub- thorities. scribed, the subscribers of said stock, their successors and assigns, shall be, and they are hereby, declared to be incorporated into a company and body corporate, by the name of "The Western Rail Road Company," and by that name, shall be capable in law of purchasing, holding, selling, leasing and conveying estates, real, personal and mixed, so far as the same shall be necessary, for the purposes hereinafter expressed, and shall have succession in and for the term of ninety-nine years: and by said corporate name may sue and be sued, and may have and use a common seal, which they shall have power to alter or renew at their pleasure, and shall have and exercise all the powers, rights and privileges, which other corporate bodies may lawfully do, for the purposes mentioned in this act. SEC. 3. Be it enacted. That if more than five thousand Subscriptions shares shall be subscribed to the capital stock of said company, the said commissioners, or a majority of them, shall reduce the subscriptions to five thousand shares, by striking off from the highest subscriptions in succession, until the subscriptions are reduced to five thousand shares, or all subscriptions to one share each; and if there still be an excess, then lots shall be drawn by the commissioners to determine who are excluded: Provided, the stock may be increased to cover the over-subscription, not to exceed one million of dollars in the whole. SEC. 4. Be it enacted, That there shall be paid on each share subscribed, (but not until two thousand shares shall have been subscribed,) such sum as the president and directors hereinafter named, or a majority of them, may direct, and in such instalments not exceeding one third of the subscriptions in any one year: Provided, no payment shall be demanded until at least thirty days notice shall have been given by the said president and directors of the company, in some newspaper printed in Nashville and Jackson, of the time and place of payment; and if any subscriber shall fail or neglect to pay any instalment, or part of said subscription thus demanded, for thirty days next after the same shall be due and payable, the stock on which it is demanded, together with the amount paid in, to be scaled in case of excess. Payment of stock-notice of to be given. Limitation. Election of Directors. shall be forfeited to the company, and may be sold by said president and directors for the benefit of said company; but said president and directors may remit such forfeiture on such terms as they may deem proper, or they may waive such forfeiture, and sue or warrant the stockholders for the instalment due before the expiration of said thirty days, which if he fail to pay eventually, after judgment the stock and what may be paid upon the same shall be forfeited. SEC. 5. Be it enacted, That if the subscription of two thousand shares, herein made necessary for the incorporation of said company, shall not be obtained in five years from and after the passage of this act, the same, and all subscriptions under it, shall be null and void, except that the commissioners may collect so much on each share subscribed as will make up a sum equal to the expenses of opening the books, and other expenses incident to obtaining subscriptions. SEC. 6. Be it enacted, That at the expiration of the ten days for which the books are first opened, if two thousand President and shares of said capital stock shall have been subscribed, or if not, as soon thereafter as the same shall have been subscribed, if within five years from and after the passage of this act, the said commissioners, or a majority of them, shall call a general meeting of the subscribers at the town of Jackson, of which they shall give at least twenty days notice in the newspapers printed in Jackson and Nashville; and at such meeting, the commissioners shall lay the subscription book before the subscribers then and there present, and thereupon the said subscribers, or a majority of them, shall elect thirteen directors, by ballot, to manage the affairs of said company; and said directors, or a majority of them, shall elect a president of said company from amongst said directors, and allow such compensation for his services as they may deem just. That in said election, and in all others where a vote of the stockholders of said company is taken, each stockholder shall be allowed one vote for every share owned by it, him, her or them, and shall have the privilege of voting by proxy. The commissioners aforesaid, or any three of them, shall be judges of the first election of directors, and none but a stockholder shall be eligible as president or director. President and SEC. 7. Be it enacted, That to continue the succession of Directors to be the president and directors of said company, thirteen direcelected annual- tors shall be chosen annually, on the first Monday in Octoly. ber in every year, at the town of Jackson, by the stockholders. The directors or a majority of them, shall have power to appoint judges of elections. The president of the board of directors shall be elected each year, within three days after the board is organized. If any vacancy shall occur by the death, resignation or refusal to act, ofany president or director, before the year for which he elected has expired, a person to fill such vacancy for the residue of the year, may be appointed by the president and directors of said company, or a majority of them, and the president and directors shall hold and exercise their offices until a new election of directors, and until they are organized and have elected their president. All elections which are by this act, or by the by-laws of said corporation, to be made on a particular day, if not made on such day or time, may be made at any time within thirty days thereafter, and notice given. holden. SEC. 8. Be it enacted, That a general meeting of the Annual meetstockholders, shall be annually held at the time and place ing of the stokappointed for the election of president and directors; and holders to be a general mecting may be called at any time during the interval between said annual meetings by the president and directors, or a majority of them, or by the stockholders owning at least one third of the whole of the stock subseribed, upon giving at least thirty days notice in the newspapers aforesaid, of the time and place of holding the same. When the meeting is called by the stockholders, such notice shall specify the object of the call. If at such called meeting a majority of the votes upon the stock subscribed, are not represented in person or by proxy, the mecting shall be adjourned from day to day, not exceeding three days, and if within said three days, a majority of votes do not attend, the meeting shall be dissolved. Statement of SEC. 9. Be it enacted, That at the regular annual meeting of the stockholders of said company, it shall be the duty the affairs to of the president and directors in office for the preceding be exhibited. year to exhibit a clear and distinct statement of the affairs of the company, that at any called meeting of the stockholders, a majority of the votes present may require a similar statement from the president and directors, whose duty it shall be to furnish it when thus required; and at all regular meetings of the stockholders, called or annual, a majority of the whole votes upon the stock subscribed, may remove from office any president or director, and appoint another in his stead. SEC. 10. Be it enacted, That every president and director, before he acts as such, shall, before so ne judge or justice of the peace, take an oath that he will well and truly discharge the duties of such office to the best of his skill and ability. Officers to take oath. SEC. 11. Be it enacted, That if any of the five thousand President and shares shall remain unsubscribed for after the organization Directors may of said company, the president and directors, or a majority open books, of them, shall have power to open books and receive subscriptions for any of the stock which may remain unsold, or sell or dispose of the same, for the benefit of the company, for any sum not under the par value, and the purchasers May appoint Cashier and other officers. Capital stock may be increased. and subscribers of such stock shall have all the powers, rights and privileges of original subscribers, and shall be subject to the same regulations. SEC. 12. Be it enacted, That said president and directors shall have power to appoint a cashier, and all such officers, engineers, agents or servants whatsoever, as they may deem necessary for the transaction of the business of the company, and may remove any of them at their pleasure, and may fix the salary or compensation to such cashier, engineers, officers and agents, or servants, in the employ of said company, and to determine by their by-laws the manner of adjusting and settling all accounts against the company; and also the manner, effect and evidence of transfers of stock in said company; and they, or a majority of them, shall have power to pass all by-laws which they may deem necessary or proper for exercising all the powers vested in the company hereby incorporated, and for carrying the objects of this act into effect: Provided, said by-laws shall not be contrary to the constitution of the United States and the constitution of this State, or any of the provisions of this act or laws of this State. SEC. 13. Be it enacted, That if the capital stock of said company shall be deemed insufficient for the purposes of this act, it shall and may be lawful for the president and directors, or a majority of them, from time to time to increase said capital stock, by an addition of so many shares as they may deem necessary, not exceeding in amount one million of dollars, for which they may, at their option, cause subscriptions to be received, giving notice in the manner herein before prescribed; the purchasers of which stock shall stand on the footing of original stockholders. the SEC. 14. Be it enacted, That the president and directors or said company shall, and they are hereby vested with all Discription and powers and rights necessary for the construction and location of the repair of a rail road from the town of Jackson, in the road -power of the directors, county of Madison, the most practicable route to the Mississippi river, the ground over which said road is to lie, and the point of intersection of the Mississippi river, shall be determined by the president and directors of said company. The said road shall have as many tracks as may be deemed necessary by said president and directors, but shall not be more than two hundred feet wide, to which width the company may purchase land and cause the same to be condemned for the use of said road, or any less width, as the president and directors may deem expedient; and they may cause to be made or contract with others for the making of said road, or any part of it; and they or their agents, or those with whom they may contract for making any part of said road, or their agents, may enter upon and use and excavate any land which may be laid out for the |