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val of this act, then and in that case the subscription hereby authorized to be made shall be void; nor shall the proceeds of the sale of the bonds aforesaid, nor any part of the same, be expended without the limits of said county. Approved February 25, 1854.

1854.

CHAPTER 271.

AN ACT to incorporate the Henderson Coal Company.

Corporators names and cor.

§1. Be it enacted by the General Assembly of the Commonwealth of Kentucky, That David R. Burbank, Geo. M. Priest, porate powers. John G. Holloway, John H. Lambert, Alexander B. Barret, L. W. Powell, and their associates and successors, be and they are hereby created a body politic and corporate, by the name and style of the Henderson Coal Company; and by that name shall have perpetual succession; may contract and be contracted with, sue and be sued, plead and be impleaded, in all courts and places; have a common seal, and alter the same at pleasure; and also ordain, =establish, and put in execution any and all by-laws, rules, and regulations which they may deem proper, from time to =time, for the management and government of the concerns of said company, not inconsistent with this act, or with the constitution and laws of this state or of the United States.

Members to be appointed to

2. That said company shall have power to appoint any one or more of its members, or other person or per- mnge. sons, to manage, control, and direct the business of said company, according to the by-laws, rules, and regulations of said company.

that

Business in

may engage.

3. That the business of said company shall be the mining, transporting, and selling of stone coal; and for which company purpose they may purchase, receive, rent, hold, enjoy, and convey real estate, minerals, boats, mining privileges, and rights of way, and erect suitable buildings, railroads, depots, and fixtures.

§4. That the capital stock of said company shall not Capital stock. exceed two millions of dollars, which shall be subscribed for, divided into shares, and paid for in such manner as said company may prescribe by their by-laws.

§ 5. Certificates of stock shall be issued as the by-laws may direct; and the stock shall be regarded as personal estate, and shall be transferred on the books of said company, in person or by attorney; but the company shall have a lien on the stock of any and all stockholders for any debt he may owe to said corporation.

6. That said company shall cause a book to be opened and kept, subject at all times to the inspection of any member of said company, which shall contain the names of all the members, and the estimated share of stock which

Issue of stock and transfer.

kept, and sub. ject to inspec

Book to be

tion.

1854.

May procure right of way to

mines and river, and how.

Right to repeal reserved.

each member may own; and each member shall share the profits, and be liable for the losses of said company to the extent of, and in proportion to the amount of his capi tal stock owned in said company.

§ 7. That said company may, by its agents or officers, apply to the proper authority, and procure the right of way from any coal mine in Henderson county to the Ohio riv er, or Green river, or any railroad that may pass through the county of Henderson, over or under the lands of other persons, in the same way that individuals may do under existing laws; and moreover, said company having leased for a term of years any coal lands, or mining privileges thereof, and having mined or worked such lands, up to the line of other lands, either owned or leased by them, they, the said company, may apply to the Henderson county court and obtain a right of way through the lands so worked, to enable them to pass from the land back to their railroads running to the river, passing through said land so worked, through and along the entries and tracks made by them, or over said land as said company may deem best; and the proceedings for procuring this latter right of way shall be in all respects conformable to those prescrib ed by law for a right of way to the river.

§ 8. The legislature reserves to itself the right to amend, alter, or repeal this charter at its pleasure.

Approved February 25, 1854.

missioners.

CHARPTER 272.

AN ACT to incorporate the Southwestern Railroad Company,

1. Be it enacted by the General Assembly of the Common Nemes of com wealth of Kentucky, That Joel Owsley, Milton King, Joseph S. Bledsoe, James H. Ritchey, Thomas T. Alexander, Fay ette W. Alexander, Miller Alexander, John Q. A. King, Robert Elliott, and David R. Haggard, of Cumberland county; Clayton Miller, Junius Caldwell, Stephen D. Johnston, Thos. R. Dohoney, and Timoleon Cravens, of Adair county; William J. Patterson and Napoleon B. Stone, of Russell county; Pleasant Williams and Jonathan Jones, of Clinton county; George Drye, George Riffe, C. R. Coffey, Samuel Patty, and Chesley W. Jones, of Casey county Daniel W. Jones, George Carpenter, Joseph Cooper, and Robert Blain, of Lincoln county; and Abram 1. Cald well, William C. Anderson, Jeremiah T. Boyle, James S. Hopkins, and J. M. McFerran, of Boyle county, be and they are hereby appointed commissioners, who, or any one of whom, may receive subscriptions to the capital stock of the Southwestern Railroad Company, hereby in corporated, to be constructed from Danville, Kentucky. through or within one half mile of Columbia, through or

1854.

Route of the

within one half mile of Burksville, to the state line, in the
direction of McMinville, Tennessee; and they, or any one
of them, may cause books to be opened at such times and road,
places as they may direct, for the purpose of receiving
subscriptions to the capital stock of said company. And
the said commissioners, or any one or more of them, shall
have power to keep the books open for subscriptions, until
the requisite amount of stock shall be subscribed.

and powers.

§2. That the capital stock of the Southwestern Railroad Capital stock, Company shall be two millions of dollars, which shall be subscribed for in shares of one hundred dollars each, by any individual, association, corporation or county; and as soon as one thousand shares of the capital stock aforesaid shall be subscribed for, the subscribers of the said stock, their successors, assigns, or representatives shall be and they are hereby incorporated into a company, to be called and known as the Southwestern Railroad Company, and Corporate name hereby vested with full power to construct a railroad from Danville, Kentucky, through or within one half mile of Columbia, and through or within one half mile of Burks. Iville, to the Tennessee state line, in the direction of McMinville, or whatever other point in Tennessee they may deem advisable; and they shall, by the name aforesaid, be capable in law of purchasing, holding, selling, leasing, and conveying real estate, (not exceeding ten thousand acres,) and personal and mixed estate, so far as the same shall be necessary for the purposes hereinafter mentioned; and shall have perpetual succession; and by said corporate name shall sue and be sued, and may have and use a common seal, which they may alter or renew at their pleasure, and shall have and enjoy, and may exercise all the powers, rights, privileges, and immunities which any other corporate body may lawfully do.

Subscriptions paid for.

§3. That at every such subscription there shall be paid, at the time of subscribing, to the commissioners or their of stock, how agents, either in money or a promissory note, due within sixty days, or longer if the commissioners shall deem proper, the sum of two dollars on every share subscribed for, and the residue thereof shall be paid in such installments and at such times as may be required by the president and directors of said company: Provided, no payment shall be demanded until at least thirty days public notice of such demand shall have been given by said president and directors; nor shall more than ten per cent. of each share of stock be called for in the space of three months; but if the exigencies of the company should require, and the presi- borrow money. dent and directors, or a majority of them, consider it expedient, it shall be lawful for them to borrow, on the credit of said company, any sum not exceeding one million, of dollars; and if any of the stockholders should fail or neg lect to pay any installment demanded legally for the space of sixty days after the time the same, shall be due and pay.

Company may

1854.

Delinquent may be

stock forfeited

If stock not taken in 4 years

charter void,

organize.

directors.

able, the stock on which it is demanded shall be forfeited to the company, should the president and directors thereof deem a forfeiture advisable, and may be sold by said pres ident and directors for the benefit of the company: Provi ded, such forfeiture and sale shall not release the subscriber whose stock may be forfeited and sold, from the pay. ment of the subscription.

§ 4. That if the number of shares necessary to be subscribed to authorize the incorporation of said company shall not be subscribed within four years next after the opening of the subscription books, such subscriptions as are obtained shall be void, and the said commissioners, after discharging all expenses incurred in the premises, shall return the residue of the money so paid in to the subscribers pro rata: Provided, that afterwards said commissioners, or any of them, shall, if they may think proper, again open books of subscription and proceed as before, and be vested with full power under this act.

§ 5. That as soon as practicable after one thousand When they may shares of stock shall have been subscribed, the said commissioners, or a majority of those acting, shall call a general meeting of the subscribers at such time and place as they may appoint, and shall give twenty days public notice thereof; and at such meeting the said commissioners shall lay the subscription books before the subscribers then present, and thereupon the said subscribers, or a majority of those present, shall, from among the stockholders, Election of elect seven directors, by ballot, to manage the affairs of the company, who, or a majority of whom, shall elect a president of said company from among the stockholders of the company, and shall allow him such compensation for his services as they deem right; and in all elections herein directed and allowed, each stockholder shall be al lowed one vote for every share owned by him or her, and a stockholder may, in writing, depute any other person vote for him, her, or it as his, her or its proxy. The commissioners hereby appointed, or any three or more of them, shall be judges of the first election of directors. § 6. That to continue the succession of the president and directors of said company, seven directors shall be tion of direc. chosen annually in the month of May each year, on such day of said month and at such places as the board of directors may from time to time appoint, by the stockholders of said company; and that the directors of said company, or a majority, shall appoint judges of all elections, and shall elect a president of said company, either from among the directory or any other stockholder, and shall allow him such compensation for his services as they may deem proper; and if any vacancy shall occur by death, resignation, or refusal to act of any president or director, before the year for which he was elected has expired, a person to fill such vacancy for the residue of the year may be appointed

Annual elec

tors.

by the president and directors of said company, or a majority of them; and that the president and directors of said - company shall hold and exercise their offices until a new election of president and directors of said company shall be held; and that all elections which are by this act required to be made within a specified time, if not held during that time, may be held within sixty days thereafter.

1854.

When general meetings of

stockholders may be called.

§7. That a general meeting of the stockholders may be called at any time during the interval between the annual meetings, by the president and directors, or a majority of them; or by the stockholders owning at least one-fourth part of the whole stock subscribed, upon giving thirty days public notice of the time of holding the same, which shall be at the county seat of some of the counties in which the road is situated, which shall be named in the advertisement; and when any such meeting is called it shall special fy the object thereof; and if at any such called meeting a majority (in value) are not present in person, or by proxy, such meeting shall be adjourned, day by day, without transacting any business, for any time not exceeding three days; and if within said three days stockholders having a majority in value of the stock subscribed do not attend, such meeting shall be dissolved.

Regular meet. ings of stock.

§8. That at the regular meetings of the stockholders of said company, it shall be the duty of the president and di- holders. rectors in office for the preceding year, to exhibit a clear and distinct statement of the affairs of the company. That at any called meeting of the stockholders, a majority (in value) of the whole stock subscribed being present, a majority (in value) of said majority may require similar statements from said officers; and at all meetings of the stockholders a majority (in value) of all the stockholders may remove from office the president, or any director of said company, and fill vacancies thus created in the same manner and to the same extent as at their stated meetings.

§ 9. That every officer of said company shall, before he acts as such, swear or affirm, that he will well and truly discharge the duties of his said office to the best of his skill and judgment.

Counties, cit. ies, and towns subscribe.

stock.

10. That if the city council of any city, the trustees of any town, or the county court of any county, through any may part of which said railroad may be located, or through or into which any railroad is now or may hereafter be located, so as that the same may be connected with the said "Southwestern Railroad," shall desire to subscribe, on behalf of the said town, city, or county, stock in said railroad' company, they are hereby authorized so to do, and the provisions of an act, entitled, "an act to authorize the county of Fayette and the city of Lexington to subscribe stock in railroad companies," approved January 25th, 1851, is here

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