shall make re a statement from the company as to the progress of the work, the amount of business and 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 of the Territory or State, as the case may be, and the corporation Corporation shall make a report annually, to the secretary of the Territory or port annually. State, as the case may be, of the operations of the year ending on the first day of December, which report shall be verified by the oaths of the treasurer and acting superintendant, of their operations, and filed in the office of said secretary, by the third Monday in December in each year. and hold lands, SEC. 24. That said company shall have power to receive and May receive hold loans, gifts, grants and donations of lands, moneys or &c. bonds, as the case may be, from this Territory or State, or from the United States, and may sell, convey, pledge, mortgage, or otherwise dispose of the same, or any part thereof, and apply the proceeds to the construction of said road. This Act to take effect and be in force from and after its passage. [Signed,] G. W. DEITZLER, Speaker of House of Representatives. President of the Council. Approved February 12, 1858. J. W. DENVER, Acting Governor. CHAPTER LXX. MISSOURI RIVER AND ROCKY MOUNTAIN RAILROAD COMPANY. AN ACT to Amend an Act entitled "An Act to Incorporate the Missouri River and Rocky Mountain Railroad Company." Approved February 5th, 1858. Be it enacted by the Governor and Legislative Assembly of the Territory of Kansas, as follows: SECTION 1. The capital stock of said corporation shall be five Capital stock. millions of dollars, to be divided into shares of one hundred dollars each, which shall be deemed personal property, and shall be issued and transferable as may be directed by the by-laws of said company. SEC. 2. The board of directors shall consist of nine persons, tors to make by-laws, &c. Board of direc- who shall be stockholders, and at least three of whom shall be residents of Kansas, and who shall have power to enact and enforce such by-laws, rules and regulations, as may by them be deemed necessary and expedient for the interest of the company. A majority of said board shall constitute a quorum for the transaction of all business. Vacancies occurring in said board, may be filled by a vote of a majority of the remaining directors. SEC. 3. It shall be lawful for said corporation to receive and hold by grant or otherwise, and to sell, dispose of and convey some, all and any real or personal estate, to which said corporation may acquire title by grant or otherwise, for the purpose of securing or aiding the construction of said railroad. May hold, sell and convey real estate, &c. May issue bonds. Act repealed. SEC. 4. The said corporation are hereby authorized to issue bonds in such amounts, and at such times, as the directors thereof may deem necessary to aid in the construction of said road, and to sell and dispose of the same, either above, below, or at par, as the said directors may determine. SEC. 5. All of said Act hereby amended, inconsistent with this Act, is hereby repealed. This Act shall take effect and be in force from and after its passage. G. W. DEITZLER, Speaker of House of Representatives. President of the Council. Approved February 9, 1858. J. W. DENVER, Acting Governor. Names of corporators. CHAPTER LXXI. MISSOURI RIVER RAILROAD COMPANY. AN ACT to Incorporate the Missouri River Railroad Company. Be it enacted by the Governor and Legislative Assembly of the Territory of Kansas, as follows: SECTION 1. A. W. McCauslen, John C. Douglass, Marcus J. Parrott, A. A. Jameson, W. D. Beeler, Charles Robinson, J. P. Root, Frank J. Adams, R. W. Hamer, James H. Lane, Harris Stratton, John M. S. Williams, Thomas H. Snape, and their associates and assigns, are hereby created a body politic and cor Powers. porate, by the name of the Missouri River Railroad Company, and by that name shall be, and are hereby made capable in law to purchase, hold, enjoy, retain, to them and their successors, lands, tenements, hereditaments, so far as may be necessary for the purpose of constructing a railroad hereinafter set forth, and the same to sell, grant or in any manner to dispose of, to contract or be contracted with, to sue and be sued, implead and be impleaded, answer and be answered, defend and be defended, and also to make, have and use a common seal, the same to alter, break, or renew at their pleasure. And if one or more of the persons named in this section shall die, refuse or neglect to exe- Vacancies how cute the powers, and discharge the duties hereby created, it shall be the duty of the remaining persons hereinbefore named, or a majority of them, to appoint a suitable person or persons to fill such vacancy or vacancies, so often as the same shall occur. filled. construct rail SEC. 2. The said corporation are hereby authorized and em- Authorized to powered to construct and erect a railroad from a point on the line road. between Missouri and Kansas, near to the mouth of the Kansas river, by the way of Leavenworth City and Palermo, to the line between Kansas and Nebraska, at a point near Roy's ferry. SEC. 3. The capital of said corporation shall [be] five hun- Capital stock dred thousand dollars, which may be increased from time to time, to any amount not exceeding the amount expended on account of said road, and shall be divided into shares of fifty dollars each, which shall be deemed personal property, issued and transferred as may be ordered by the directors or laws of said company. of corporation. opened for SEC. 4. The above named persons, or a majority of them, are When books hereby authorized to open books for receiving subscriptions, subscriptions. which books shall be opened within one year from the passage of this Act, at such place or places as they may deem expedient, by giving two weeks notice in some newspaper published in the cities of Leavenworth, Wyandott, and in such other places as they may see fit, of the time and place of opening said books. elect directors, SEC. 5. So soon as fifty thousand dollars or more of the capi- When $50,000 capital stock tal stock of said corporation shall be subscribed, the above named subscribed. corporators, or a majority of them, shall give notice to the stockholders, in such manner as they may determine, of a time and Shall call place for holding a meeting of the said stockholders, to choose meeting to directors, for the said corporation; and the said stockholders may at each meeting, proceed to elect nine directors, from the said stockholders, by ballot, each share of stock entitling the owner thereof to one vote, and the corporators mentioned in the &c. Affairs of company how managed. Directors to be stockholders. Powers of directors. first section of this Act, or such of them as are present at the said meeting, shall be inspectors of such elections, and shall certify in writing, what persons are elected directors, and shall appoint the time and place of holding the first meeting of the board of directors, at which meeting a majority shall form a quorum, competent to transact the business of the said company; and thereafter, an election of directors shall be held annually at such time and place as the stockholders shall, at their first meeting, determine; and if the stockholders shall fail to appoint the time and place of said election, then the board of directors may fix the time and place of said meeting, and shall give thirty days notice to the stockholders of said meeting, and in case no election is had on the day appointed, the directors last elected shall hold, until an election has been held, and others elected in their stead. SEC. 6. The affairs of said corporation shall be managed by a board of not less than nine, and not more than fifteen directors, who shall be chosen annually by ballot, as hereinafter prescribed by the stockholders of the said company, the votes to be delivered in person, or by proxy duly authorized, which directors shall point one of their own number to be president, and shall respectively serve for one year, or until other directors are elected; they shall have power to make and establish such by-laws, rules and regulations, not inconsistent with the constitution of the United States, and the laws of this Territory, as may be necessary for the well ordering of the affairs of said company. ap SEC. 7. None but stockholders shall be elected directors, and at every election, and in all cases where stockholders shall be called upon to vote, each share of stock shall be entitled to one. vote; and in all cases of elections of directors, the stockholders having the highest number of votes, shall be declared elected. SEC. 8. The said directors shall meet at such times and places, and be convened in such manner as they may hereafter decide upon. A majority of said directors shall be a quorum for the transaction of business, who in the absence of the president, shall appoint a president pro tem. The said directors shall appoint a secretary, treasurer, and such engineers and other officers, as they may find necessary, and they shall have full powers to fix the compensation of all officers or agents, and may demand adequate security for the performance of their respective trusts; they shall decide the time and manner, and proportions, in which the 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 installment so required, at a reasonable period, not less than sixty days after the time appointed by them for the payment thereof; they shall have full powers to regulate tolls, to make such covenants and agreements with any person, copartnership or body politic whatsoever, as the construction and management of the works, and the convenience and interest of the company may require, and in general to superintend and direct all the operations, receipts, disbursements and other proceedings of the company: Provided, that no installment called in at any one time, shall exceed five dollars per share, and that no installment shall be called for by the directors, without at least thirty days notice thereof, in the newspapers hereinbefore named. tificates of stock. SEC. 9. The directors chosen as aforesaid, shall issue a certi- Shall issue cerficate to each stockholder for the number of shares he or she may subscribe for or hold in said corporation, signed by the president and countersigned by the secretary, and sealed with the common seal, subject however to all payments due, or to become 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 in the by-laws of said company. shall make statement of affairs during SEC. 10. At each annual meeting of the stockholders, for the When directors purpose of electing directors, the directors of the preceding year shall cause to be made, a complete statement of the affairs and the year. doings of the company for such year, and special meetings of the stockholders may be called by order of the directors, or by stockholders holding one-fourth of the capital stock, on like notice as that required for annual meetings, specifying moreover the object of such 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. construct a SEC. 11. The said company shall have power to locate and May locate and construct a railroad, with one or more tracks, from a point on railroad. the line, between the Territory of Kansas and the State of Missouri, on the south side of the mouth of the Kansas river, and near to Kansas City, in the State of Missouri, by the way of Leavenworth and Palermo, to the line between Kansas and Nebraska at a point near Roy's ferry, and shall have power to Powers confertransport, take and carry property and persons upon the same, by power and force of steam, of animals, or of any mechanical or other power, or by any combination of them, and they shall also red. |