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in such manner as shall be provided by the by-laws and or
dinances of said corporation. Vacancies – how $ 9. In case of the death, resignation or removal of the
president or any director, at any time, between the annual elections, such vacancy may be filled, for the remainder of the year, in the manner prescribed by the rules and by-laws of the company. And, in case of the absence of the president, the board of directors shall have power to appoint a president, pro tem., who shall exercise such powers and functions as the by-laws of said corporation shall provide. In case it should at any time happen that an election shall not be made, on any day in which, in pursuance of this act, it ought to be made, the said corporation, for that cause, shall not be dissolved, but said election shall be held at any other
time directed by the by-laws of said corporation.
or 10. Whenever it shall be necessary for the construccrossings. tion of said railroad to intersect or cross any water course,
or any road or highway lying between the points aforesaid, it shall be lawful for said corporation to construct their railroad across or upon the same: Provided, that the corporation shall restore the water course, road or highway, thus intersected, to its former state, or in a sufficient manner not
to have impaired its usefulness. May use parts of g 11. The said corporation, whenever they shall deem
it expedient, may use a portion of any road, street or alley, for the construction of their said railroad: Provided, they shall first have obtained permission from the president and trustees of the town through which their said railroad passes, or of the commissioners of highways where the road runs through towns not incorporated; and the said president and trustees and commissioners of highways, or a majority of them, are hereby authorized and empowered to grant said corporation the right to construct and use their said railroad upon and along any such public road, street or alley, over which they, the said president, or commissioners, have the supervision and control: Provided, always, that said corporation shall not occupy to exceed fifteen (15) feet in width along
any such road, street or alley, for said railroad. b. § 12. It shall be lawful for said directors to require the
payment of the sums subscribed to the capital stock, at such times and in such proportions, and on such conditions as they shall deem fit, under the penalty of the forfeiture of all previous payments thereon; and shall give twenty days' notice of the payments thus required, and of the place, time when and where the same are to be made, by at least five notices, posted in five of the most public places in said town of said St. Charles.
§ 13. The said company shall commence the construcTime for comple
tion of said railroad within two years and complete the same within four years from the passage of this act.
APPROVED February 16, 1863.
Payment of subscriptions
AN ACT to provide for the re-organization of the Logansport, Peoria and Inforce February Burlington Railroad Company.
SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That in case any mortgage or mortgages, deed or deeds of trust, which Road may be sold have been executed by the corporation originally formed and organized under an act approved February 12, 1849, by the name of “The Peoria and Oquawka Railroad Company,” and now existing under said act and the several acts amendatory thereof, the name of which corporation was changed by an act approved February 21, 1861, to that of “ The Logansport, Peoria and Burlington Railroad Company," of or upon so much of the railroad of the said company, its franchises, appurtenances and property, as lies between Peoria and the eastern boundary of the State, commonly called the eastern extension, or any part thereof, shall be foreclosed, either by judicial proceedings, or by a sale or sales, pursuant to any power contained in any such mortgage or mortgages, deed or deeds of trust, any number of persons, not less than twenty-five, may, either directly, or through one or more commissioners, trustees or agents, purchase the said part or portion of the said railroad, or any connected and continuous part thereof, with all its franchises, and all or any part of the property covered by such mortgage or mortgages, deed or deeds of trust; and the person so authorized to purchase said part or portion of said railroad, may purchase the same either at the aforesaid sale or sales, or afterward from any other person or persons who shall have purchased the same at such sale or sales.
§ 2. The persons so purchasing said eastern extension New corporation, of said railroad, franchises and property, or such part there- duties. of, shall, with their associates, if any, within three months from the date of such purchase, form themselves into a new and distinct corporation, by subscribing articles of association, with the amount of stock taken by them respectively in such new corporation; which articles shall specify the name of the corporation, the number of years the same is to continue, which shall not exceed fifty years, the amount of the capital stock of the company, which shall not exceed the aggregate of forty thousand dollars per mile of that part of the road so to be purchased, the number of shares of which the stock shall consist, specifying how many shall be preferred stock and how many shall be common stock, the number of directors and the names of those who shall be appointed for the first year, who shall be less than one-half the number of stockholders, and who shall hold their offices until their successors are choser. ; à description of the road or part of road so purchased, with its termini, and the counties into or through which it passes, and its length, as near as may be; and by adopting a seal, which it may alter at
its powers and
pleasure; and the subscribers for said shares shall be deemed to have complied with their subscriptions, and to have paid therefor in full, when the property so purchased shall have
been assured or conveyed to the new corporation. Articles of asso- $ 3. The articles of association shall be made and signed
in duplicate, one copy of which shall be detained by the company, and the other shall be filed in the office of the Secretary of State; and the said articles, or a copy thereof, certified by the Secretary of State, under his official seal, shall be conclusive evidence of the existence of the corporation.
§ 4. The board of directors shall have power to elect one of their number president, and a secretary and treasurer, and such other officers and agents as they may deem necessary, and to require of them such security for the faith
ful performance of their duties as they may think proper. Conveyance of $ 5. The officer or officers, trustee or trustees, making
such sale, shall convey the property so purchased directly to the persons making the purchase, or to the person or persons through whose agency the purchase is made, by deed, immediately upon making the sale; and if the same be conveyed to an agent or agents, coinmissioners or trustees, he or they, and the survivor of them, shall, as soon as the reorganization is completed, execute a declaration of the trust to and in favor of the corporation, declaring the uses and purposes for which the purchase was made,' and the same, together with the deed from the officer or trustee making the sale, shall be recorded in the recorder's office of each county, into or through which the road or part of road so purchased shall pass; or if the persons herein authorized to associate, shall have purchased the said property after the judicial sale or sales, then the title thereof shall be otherwise assured and conveyed to the said corporation, to be formed
hereunder. Property to vest $ 6. By virtue of the sale, conveyance, and reorganin new corpora- ization herein provided for, the railroad or part of railroad
so sold, with all the property movable and immovable thereto appurtenant, and all the franchises of the existing corporation, including the franchise to be a corporation, (but not so as to defeat or impair any right or remedy against the now existing corporation, in favor of any other party,) shall pass to and vest in the new corporation, to take effect from the time of such sale; and the persons making such purchase, and effecting such re-organization, their associates and successors, shall become and be a new and distinct body politic and corporate, and may sue and be sued, plead and be impleaded, answer and be answered unto in all courts and places, and shall be entitled to the benefits and subject to the obligations and duties imposed upon railroad corpora. tions by the laws of this State, not inconsistent with this act; and said new corporation may issue, in exchange for,
ansill be enities inales
and as an equivalent for the value of the said property purchased, all or any part of its shares of preferred stock, and also its bonds, secured by a mortgage or deed of trust, of and upon said property to the extent of not exceeding $1,600,000, and also all or any part of its common stock, excepting, however, such portion of said common [stock] as is required to be issued for other purposes, as hereinafter set forth. 8 7. The persons subscribing said articles shall have pow- Purchasers to re
organize. er either before or after the sale, to adopt a plan of purchase and reorganization; to appoint proper agents to effect the same; to direct the issue of such and so many of its shares of preferred and common stock, and such and so many of its bonds, secured by mortgage, as shall be necessary to carry out said plan; to direct the distribution of the shares of stock of the new corporation into a preferred stock and a common stock, as they shall think fit; to declare who, and upon what terms and conditions, of the several classes of stockholders and bondholders, may vote in the election of directors, and in other matters affecting the interests of the company, and generally to specify the terms and conditions upon which they co-operate in effecting the said reorganization, and the rights of bondholders and of shareholders to vote, and the rights of the latter to a dividend or dividends shall be such, and such only, as shall be prescribed by the said subscribers.
$ 8. The corporation, when so organized, shall have pow- May borrow moer to issue its bonds or obligations for the purpose of carry." ing out said plan and for the purpose of purchasing said eastern extension, in such denominations, not less than $1,000, as it shall see fit, but for an amount not exeeeding the amount aforesaid, and at a rate of interest not exceeding eight per cent., and also to borrow money, in or out of this State, and to issue its bonds therefor at such rate of interest as it shall think proper; to execute such bonds and other securities, in or out of this State, and to make them payable at any place, in or out of this State, as the parties may agree; to secure the payment of said bonds by a lease or leases of its road, or any part of it, or by one or more mortgages or deeds of trust, of its road, or any other of its property and its corporate franchises or any part thereof, which mortgages, deed or deeds of trust may cover and include as well property to be acquired by the corporation as that owned by it at the time of the execution of such instruments, and may authorize the mortgagees or trustees to enter into and take possession of the mortgaged property and premises in case of default of payment of any interest or the principal of such bonds, and to sell the mortgaged property, its appurtenances and franchises, or any part thereof, for the
payment of any such principal or interest, or to run, use and · operate the said railroad and property, and apply the in
tracts of company.
come thereof to the expenses of running and operating the
said road, and to the payment of the interest and principal Sinking fund.
aforesaid. Said corporation may create a sinking fund, for the ultimate payment of its liabilities, and may, by its officers or agents, sell or hypothecate its bonds and other securities, in or out of this state, at any rate of price, above or below
par, that it may think proper. To carry out con § 9. Said corporation shall have power to assume, carry
out and perform any contract or contracts heretofore entered into by the Peoria and Oquawka or the Logansport, Peoria and Burlington Railroad Company, and to make any settlement or adjustment with the contractors for the construction of the bridge over the Illinois river, at Peoria, that the par. ties can agree upon, and to liquidate and remove all incumbrances, and liens upon said road, or any part thereof, in
cluding said bridge, and to perfect their title to the same. May lease con. § 10. Said corporation shall have power, with the connecting roads. sent and concurrence of a majority in interest of the bond
holders and stockholders entitled to vote, for the time being, to lease any connecting railroad in this or any adjoining State, to form running connections with any such railroad, or to consolidate its property and stock, and to merge its corporate existence and franchises in and with those of the corporation owning any such connecting road, upon any
terms upon which the parties may agree. Acceptance by § 11. If the articles of association satisfied and provided
for, in this act, shall be filled as herein prescribed, within three months after the judicial sale or sales of said eastern extension, the same shall be deemed an acceptance by the subscribers of the privileges and franchises conferred by this act, and it is hereby provided that such sale or sales, and reorganization shall not have the effect to destroy or impair any right or franchise which may now exist, extend. ing from the eastern to the western boundary lines of the State, or any obligation or duty resting upon the owners or operators of any other portion formerly belonging to said first mentioned corporation, to run, use or operate the same, or permit the same to be run, used or operated as a continuous line across the whole State, but the said railroad shall be run, used or operated as designed and intended by the State in granting the franchise therefor, in and by the original act of incorporation and the several acts amendatory thereof, from the Mississippi river to the eastern boundary
of this State, as a continuous line of road. Exchange Blof 12. The said corporation, when so organized, shall re
serve out of its shares of common stock, and shall issue to the city of Peoria, and county of Iroquois, one share of common stock in the new corporation, in exchange for every share of stock in the old corporation, which was originally subscribed for the said eastern extension, herein first men
ing trop any any other lion, to heed of the said intended to