constructed as to preven: the public from using any road, street, or highway along or across which it may pass; and when said railroad shall be built across any navigable stream, said company shall erect a bridge sufficiently high on which to cross, or shall construct a draw-bridge, so that in no case shall the free navigation of such stream be obstructed. When any person shall own lands on both sides of said road, said company shall, when required so to do, make and keep in good repair one causeway or other adequate means of crossing the same. § 12. Said company shall commence the construction of said road within seven years, and shall complete the same within ten years thereafter; and said company shall have general power to use, manage, control, and enjoy said railroad; shall determine what kind of carriages shall be used thereon, and by whom and in what manner, and shall determine the terms, conditions, and manner in which merchandise, property, and passengers shall be transported thereon; and shall have power to construct and keep such turnouts, gates, bridges, culverts, toll-houses, depots, warehouses, causeways, and other buildings, machinery, and fixtures as may be necessary; said company may receive such tolls and freights as may be determined on by the Directors, and shall keep posted up statements of the rates of toll and freight to be charged. § 13. Dividends of the profits of said company shall be made annually, or oftener if necessary; but the Directors may reserve or set apart a portion of the profits as a contingent fund to meet expenditures and losses. § 14. It shall be lawful for the County Court of any county in which any part of the route of said railroad may be, to subscribe to the stock of said company; and it may invest its funds in the stock of said company, and issue the bonds of such county to raise funds to pay the stock thus subscribed, and to take proper steps to protect the interests and credit of the county; snch County Court may appoint an agent to represent the county, vote for it, and receive its dividends; any incorporated city, town, or incorporated company, may subscribe to the stock to said railroad company, and appoint an agent to represent its interest, give its vote, and receive its dividends, and may take proper steps to guard and protect the interests of such city, town, or corporation. § 15. At every annual meeting of said company, the Directors shall make to the stockholders an exhibit of the affairs and condition of the company. One seventh part in interest of all the stockholders may call a meeting, by giving four weeks' notice in two public newspapers. § 16. When said road shall be completed, the company shall file a plat thereof in the office of the Secretary of State; and the Legislature may at any time require a statement from the company as to the progress of the work, the amount of business, and the receipts of the company; and the books and accounts of said company may at any time be investigated by a committee appointed by the General Assembly. § 17. Said company shall keep a fair record of the whole expense of constructing said road; and at the end of fifty years the State shall be at liberty to purchase said road by paying to said company the amount at which it shall be valued, by persons to be mutually chosen by the State and by said company; but two years' notice shall be given to said company of the intention of the State to purchase the railroad. § 18. When any person shall cease to be a stockholder, he shall cease to be a member of said company.. § 19. If any person shall willfully injure, obstruct, or destroy said railroad, or shall break, destroy, or deface any work, edifice, or other fixture or improvement belonging to said company, he shall be considered guilty of a criminal offense, and shall be punished in such manner as shall be prescribed by law, and shall also be liable to said company for all damages by it sustained. § 20. The operations of said company shall be confined to the general business of locating, constructing, managing, and using said railroad, and the acts necessary or proper to carry the same into complete and successful operation. This act shall take effect from its passage. AN ACT to amend the act entitled "An act to incorporate the Pacific Railroad." § 1. Directors, how to be chosen; their § 8. Certificates of stock, how transferable qualifications; shall choose a President; may make by-laws, &c. 2. Power of stockholders to make, alter, 3. Elections for Directors, how to be con- 4. Certain provisions of an act concern- 5. Power of company to enter upon and use lands adjacent to line of road. 6. Property of company deemed personal, and vested in shareholders how; exempt from tax, &c. 7. May borrow money, and mortgage corporate property. liability of assignors of shares partially paid. 9. Powers of company. Dividends when declared, not to impair capital stock. shall contain. 10. Be it enacted by the General Assembly of the State of Missouri, as follows: § 1. Section fourth of the act entitled "an act to incorporate the Pacific Railroad," is hereby amended so as to read as follows: Sec. 4. The stockholders of said company shall meet on the last Monday of March in each year, at such place in this State as may be designated by the by-laws of the company, of which at least twenty days' previous notice shall be given in two or more newspapers published in the city of St. Louis, and elsewhere, if the Board of Directors see fit, and choose by ballot, by a majority of votes present, to be given in person or by proxy, thirteen Directors, all of whom shall be citizens and residents of this State, and shall be owners respectively of at least ten shares in the stock of said company, and qualified to vote for Directors at the election, at which they shall respectively be chosen; the said Directors, and those thereafter to be chosen in pursuance of the provisions of this act, at their first meeting shall choose, by ballot, one of their own number as President of said company; and the said President and Directors shall conduct and manage the affairs and business of said company, until the last Monday of March then next ensuing, and until others are chosen ; and may make and establish such by-laws, rules, orders, and regulations, not inconsistent with law, as to them may seem needful. § 2. At every annual meeting, the said stockholders shall have power to make, alter or repeal, by a majority of the votes given, any or all such bylaws, rules, orders and regulations, as aforesaid, and do and perform every other corporate act authorized by their charter. The stockholders may meet at such other times and places as they may be summoned by the President and Directors, in such manner and form, and giving such notice as may be prescribed by the by-laws, and the President, at the request, in writing, of any number of stockholders, representing not less than one-seventh in number and interest, shall call a special meeting, giving the like notice, and stating specifically the objects of such meeting; and the objects stated in such notice, and no other, shall be acted upon at such meeting; nor shall any business be transacted at any such special meeting, unless a majority of the stock shall be there represented; but the meeting may adjourn from day to day, or until such times as a majority in interest shall be present. So much of section fifteenth of the said act as is inconsistent with the provisions of this section is hereby repealed. § 3. The elections for Directors shall be conducted in the following manner; that is to say: the Directors for the time being shall appoint three stockholders, being neither Directors nor candidates, to be judges of the said election; and the persons so appointed shall respectively take and subscribe an oath or affirmation, before a Justice of the Peace, well and truly, according to law, to conduct such election to the best of their knowledge and ability; and the judges shall decide upon the qualifications of voters, and when the election is closed, shall count the votes, and declare who have been elected; and if it shall at any time happen that an election of Directors shall not be made at the time specified, the corporation shall not for that reason be dissolved, but it shall be lawful to hold and make such election of Directors on any day thereafter, by giving at least ten days' previous notice of the time and place of holding said election, in the newspapers aforesaid; and the Directors of the preceding year shall, in that case, continue in office, and be invested with all the powers belonging to them as such until others are elected in their stead. In case of the death, resignation, or removal from this State of a Director, or a failure to elect in case of a tie vote, or in case any one of them ceases to be qualified to act as a Director, the vacancy may be filled by the Board of Directors. At all general meetings or elections by the stockholders, each share of stock under the number of twenty, shall entitle the holder thereof to one vote, and each stockholder holding over twenty shares shall have one vote for every two shares exceeding twenty, and not exceeding two hundred, and one vote for every five shares exceeding two hundred and not exceeding five hundred, and one vote for every ten shares exceeding five hundred; and each ballot shall have endorsed thereon the number of shares thereby represented; but no person or party, (females, sick persons, and absentees from the county excepted,) residing within ten miles of the place appointed for any such election or general meeting, shall be entitled to vote by proxy; nor shall any proxy be received, nor entitle the holder thereof to vote, unless the same be duly dated and executed within twelve months next preceding such election or general meeting; and every such proxy received and voted upon as aforesaid, shall be retained and filed amongst the papers of the company until after the next annual.election or general meeting, subject to the inspection or examination of any stockholder who may desire it. § 4. None of the provisions of the first article of the act entitled " An act concerning Corporations," shall apply to the Pacific Railroad Company, except sections four, five, six, seventeen, and twenty-three, of the said act. Each stockholder of the said company shall be individually liable to the creditors of the company to an amount equal to the amount unpaid on the stock held by him, for all the debts and liabilities of the company, until the whole amount of the capital stock so held by him, shall have been paid to the company. ар § 5. The said company shall have power by themselves or agents to enter and take from any land in the neighborhood of the line of their railroad, earth, gravel, stone, wood, water or other materials necessary for the construction and operation of said road, and for the purpose of procuring water for their uses, may lay pipes, erect pumps, dams, reservoirs, and maintain and keep the same in repair, paying, if the owner of said lands and the said company can agree, the damages. they shall do to said land or its appurtenances, or if they cannot agree, the damages shall be ascertained by any three impartial and disinterested freeholders, who, being appointed for that purpose by any justice of the peace thereto required by either of the parties, shall be sworn by him and shall then ascertain the compensation upon their own view of the grounds, and of the wood, earth, stone or gravel which may have been taken therefrom, and the injury done in taking them; Provided, however, That it shall be the duty of the party making the plication to show to the Justice of the Peace that ten days' previous notice of the time of making the same has been given to the other party, or to some one of them; and no award which may be given under any appointment without such notice shall obligatory or binding on the other party; and either party not satisfied with the award may appeal to the court of the county in which such land may lie, which may, at its discretion, confirm the said award, and enter it of record; or as often as they may deem it necessary, may supersede the said viewers, or any of them, appoint others in their stead, and direct another view and award to be made in the manner aforesaid. If any Justice of the Peace or any freeholder shall refuse or neglect to perform the duties assigned to them respectively, as prescribed in this section, upon being thereto required by either party as aforesaid, such Justice or freeholder shall forfeit and pay to the party making the application a sum not exceeding twenty-five dollars, to be recovered before any Justice of the Peace of the county of which he is an inhabitant; and shall, moreover, be liable to the action of the party aggrieved. § 6. The capital stock, together with all machines, wagons, cars, engines or carriages, belonging to the company, together with all their works and other property, and all profits which shall arise from the same, shall be vested in the respective shareholders of the company forever, in proportion to their respective shares, and the same shall be deemed personal estate, and shall be exempt from any public charge or tax whatsoever, for the period of five years from the passage of this act. § 7. The said company shall have power from time to time to borrow such sums of money as may be necessary, subject to the prior lien of the State, for completing and finishing or operating their railroad, and to issue and dispose of their bonds for any amount so borrowed, not exceeding their unsubscribed capital, and to mortgage, if necessary, their corporate property and franchises, or any part thereof, to secure the payment of any debt contracted by the company for the purposes aforesaid; and the Directors of the company may confer on any holder of any bonds issued for money borrowed as aforesaid, the right to convert the principal due or owing therein, into stock of said company, at any time not exceeding ten years from the date of the bond, under such regulations as the Directors may see fit to adopt. § 8. When payment for the stock of any subscriber or stockholder shall be fully made, the President and Directors shall deliver one or more certificates of such stock, signed by the President and countersigned by the Treasurer, under the seal of the company, to such subscriber or stockholder, for the number of shares belonging to him or her, which certificates shall be transferable in a book to be kept for that purpose by the company; and when transferred, shall be delivered up to the President and Directors and be canceled, and new certificates be issued to the assigneee. All assignments of shares partially paid in shall be entered on the books of the company; but such assignment shall in no wise exempt the assigner or his representatives from liability for the payment of all sums due, or to become duc, upon the stock assigned by him, if the assignee or his representatives shall fail to pay the same. § 9. The seventh section of the act of which this is amendatory, is hereby amended so as to read as follows: Sec. 7. Said company shall have full power to survey, mark out, locate and construct, a railroad from the Mississippi river, or any other point in the city of St. Louis, on any route the said company may deem most advantageous, to any point on the western line of this State which the said company may select; and for that purpose may hold a strip of land not exceeding one hundred feet wide, except where it may be necessary for turnouts, embankments, or excavations, in which case they may hold a sufficient width for the preservation of their road; and may also hold sufficient land for the erection and maintenance of depots, landing places or wharves, engine houses, offices, machine shops, warehouses, and wood and water stations; and the said company may construct lateral or branch railroads to any point or points in this State, not exceeding fifty miles from their main line. § 10. Section thirteen of the said act to incorporate the Pacific Railroad is hereby amended so as to read as follows: Sec. 13. Dividends of so much of the profits of said company, as shall appear advisable to the Directors, shall be declared semi-annually, and be paid to the stockholders or their legal representatives, on application at the office of said company at any time after the expiration of ten days from the time of declaring the same; but the dividends shall in no case exceed the amount of the net profits actually acquired by the company, so that the capital stock shall never be impaired thereby; and if the said Directors shall make any dividend which shall impair the capital stock of the company, the Directors consenting thereto shall be liable in their individual capacities to the said company for the amount of capital stock so divided, and each Director present when such dividends shall |