&c.

Commissioners following commissioners, viz: at McMinnville by L. D. to open books, Mercer, George R. Smart, Thomas F. Hicks, George Savage and William White; at Manchester by William P. Hickerson, Daniel McLane, W. K. Wilson, H. S. Emmerson and Robert E. Lassiter; at Woodbury by Wm. D. Gowan, C. T. New, A. Burger, John H. Wood, and Lewis Jetton; at Shelbyville, by John Eakin, John T. Neil, E. J. Frierson, T. M. Caldwell and Robert Mathews; at Murfreesboro, by John Lieper, L. H. Carney, James C. Moon, Wm. F. Lytle and S. Christy; at Nashville, by Daniel B. Turner, Jacob McGavock, A. V. S. Lindsley, Alfred Balch and M. H. Howard; at Franklin, by Robert C. Foster, Abram P. Maury, E. R. Thompson, James S. Figures and R. H. W. Bostick; at Winchester, by James Harris, Benjamin Deckard, Wm. W. Brazleton, F. A. Loughmiller and J. T. Slatter; at Fayetteville, by William Bonner, John Clarke, James Fulton, Thomas A. Owen and Robert Farquharson; at Pulaski, by Thomas Martin, James Patterson, Andrew M. Ballentine, Jacob Voorhies, and Charles C. Abernathy; at Lewisburg, by S. S. Holder, C. W. Black, Wilson P. Davis, G. Hughs and James V. Ewing; at Columbia, by S. D. Frierson, George Martin, John B. Grove, William Dale and Thomas Kelly; at Lawrenceburg, by Wm. McKnight, Daniel Bentley, Wm. R. Horne, Solon E. Rose, and Richard H. Allen; at Centreville, by A. M. Williams, Horatio Claggett, William Bird, James D. Easley, and David B. Warrin; at Charlotte, by J. Hardin, Robert McNeely, J. Ward, J. Cordin, and J. C. Collier; at Waverley, by F. P. Saunders, Henry H. Marable, John Little, B. B. Spicer and Robert Nelson; at Camden, by S. C. Pavatt, E. Perkins, D. P. Hudson, James Wyly and Pleasant Mullinan; at Huntingdon, by John Norman, Young W. Allen, Citizen S. Woods, Isaac R. Hawkins and A. M. Caldwell; at Decaturville, by Jonathan Suton, Samuel B. Lanier, Henry Wright, Wm. J. Menzies, and Corry Pettigrew; at Lexington, by Richard Timberleek, John Harman, William Brooks, James W. Glass, and C. H. Williams; at Jackson, by Noble Harris, Martin R. Cartmell, Samuel Lancaster, A. J. Rawlings, and Robert J. Chester, and John W. Campbell; at Trenton, by John A. Taliaferro, A. A. P. Grigsby, A. S. Claiborne, William Atchison, sen'r. and John C. Gillespie; at Brownsville, by Howel Taylor, William Sangster, William H. Loving, William Proudfit and Thomas Bond; at Ripley, by Isaac M. Steele, Reason S. Byrn, John C. Claiborne, Joseph Wardlaw and G. L. Rutherford; at Fulton, by J. M.

Alexander, Norman T. Cherry, Joseph Hardy, James

P. Anderson and G. M. Sharp.

subscriptions.

SEC. 15. Be it enacted, That the said commissioners, Commissionor a majority of them, at each of the places aforesaid, ers may receive shall receive subscriptions for stock in said Rail Road Company during the time said books are directed to be kept open, and on each share, so subscribed, shall demand and receive the sum of one dollar, without which the subscription shall be void.

SEC. 16. Be it enacted, That as soon as the time for receiving subscriptions, as aforesaid, shall have expired, the said commissioners shall respectively deposit all the money so received by them in some incorporated Bank of the State, redeeming its notes in specie, to the credit of the Tennessee Central Rail Road Company, and subject to the order of the President of the Board of Commissioners hereinafter appointed, and shall also forward a correct list of all the subscribers to the said stock, with the number of shares each subscriber has taken, to a board of commissioners to be composed of the Board of Comfollowing persons: Christopher H. Williams, of Hender-missioners. son county: Citizen S. Woods, of Carroll county; Luke P. Seay, Hiram Porter and William W. Lea of Gibson county; James Caruthers, A. W. O. Totten, Henry W. McCorry, Micajah Bullock, and Sugars McLemore, of Madison county; Wm. H. Loving, Howell S. Read, A. J. Barber and Harrod J. Anderson, of Haywood county; James Oldham and Norman T. Cherry of Lauderdale county, who may establish rules to govern their proceedings, choose their own President and appoint such other officers and agents as they may think proper, and prescribe their duties, and who or a majority of whom shall meet at Jackson on the fourth Monday in April, 1848, ascertain the whole number of shares taken in said company and the amount of donations made to the same, in land or other property, and publish them in such newspapers as they may deem proper, on or before the second Monday in May next; and if the number of two thousand shares shall have been subscribed, on each of which there shall have been paid the sum of one dollar, the Tennessee Central Rail Road Company shall be regarded as formed, and thenceforth When company regarded as and from the day of closing the books of subscription formed. as aforesaid, the said subscribers to the stock shall form a body politic and corporate, in deed and in law, by the name and for the purposes aforesaid, and in all things to be represented by the board of commissioners aforesaid, until the election of a board of directors as hereinafter described.

scriptions.

SEC. 17. Be it enacted, That if on closing the books May receive aforesaid, the number of two thousand shares shall not further sub- have been subscribed, then and in that case the said board of commissioners, by themselves or their agents, may receive subscriptions, till the number of two thousand shares be taken, and whenever that number of shares or more shall be subscribed, the company shall be considered as formed, as having a corporate existence as aforesaid, and of which notice shall be given as hereinafter directed, and may proceed to survey the route of the road, and to make an estimate of the cost of its construction; Nevertheless, no conclusive and binding location of the road shall be made by the commissioners, further than is designated in this charter, but the same shall be left to the determination of the first board of directors chosen by the stockholders-and the said board of commissioners may by themselves or their agents, at such times and places as they may think proper, and upon such terms and manner of payment as they may deem expedient, receive additional subscriptions, until the number of ten thousand shares shall have been subscribed; upon which the company may be formed, and the subscribers shall thenceforth form a body corporate as aforesaid; Provided, the same shall be done before the first day of January, 1851; and for the residue of the original forty thousand shares, the said corporation, when organized, may in like manner receive subscriptions.

SEC. 18. Be it enacted, That in case more than forty Surplus stock thousand shares shall have been subscribed, on closing -how reduced the books, when they shall first be opened, the shares shall be reduced to that number, by deducting the surplus shares from the highest subscribers, placing them on an equality of numbers, as far as may be done, and after such reduction, the holders of the remaining shares shall form the company and be interested therein, in proportion to the number of shares, which they may then respectively hold.

SEC. 19. Be it enacted, That if on closing the books Money to be on the first day of January, 1851, the number of ten refunded-when thousand shares shall not have been subscribed, the

money paid by each subscriber shall be returned to him by said board of commissioners, after defraying the expense of opening the books and making a survey and map of the route, and estimate of the cost of the road, which the said commissioners are hereby authorized to have made as soon as practicable.

SEC. 20. Be it enacted, That the affairs of said company shall be managed by a board of directors, to con

Directors elected.

sist of twelve, who shall be chosen by the stockholders President and from their own body, and a President of the company Dire shall be elected by the directors from among their own number, in such manner as the regulations of the corporation shall prescribe.

Powers of

SEC. 21. Be it enacted, That as soon as the number of ten thousand shares shall have been subscribed, it Board. shall be the duty of the commissioners appointed to declare the same, to appoint a time for the stockholders to meet in Jackson, and give notice thereof, by publication in such papers as they may think proper, at which time and place, the said stockholders, in person or by proxy, shall proceed to elect the directors of the company, who shall enact all such regulations, rules, and by-laws as may be necessary for the government of the corporation and the transaction of its business, and repeal, alter or amend the same from time to time. The persons elected directors at this meeting shall serve for such period, not exceeding one year, as the stockholders may direct; and at this meeting, the stockholders shall fix on the day and place or places where the subsequent elections of directors shall be held; and such elections shall the reafter be annually made. But if the day of annual election should pass, without any election of directors, the corporation shall not be thereby dissolved, but it shall be lawful, on any other day, to hold and make such elections, in such manner as may be prescribed by a by-law of the corporation.

SEC. 22. Be it enacted, That the board of directors Vacanciesmay fill up all vacancies which may occur in it during how filled. the period for which their board shall have been elected;

and in the absence of the President, may fill his place

by electing a President pro tempore.

President bind

SEC. 23. Be it enacted, That all contracts and agree- Contracts auments authenticated by the President of the board, shall thenticated by be binding on the company without seal, or such other. mode of authentication may be used as the company by their by-laws may adopt.

ing.

ital and funds.

SEC. 24. Be it enacted, That the board of directors Contracts not shall not exceed, in their contracts, the amount of the to exceed capcapital of the corporation and of the funds which the company may have borrowed and placed at the disposa! of the board, and in case they should do so, the president and directors, who may be present at the meeting at which the contract or contracts, so exceeding the amount aforesaid, shall be made, shall be jointly and severally liable for the excess, both to the contractor or contractors, and to the corporation; Provided, that any one may discharge himself from such liability, by voting

against such contract or contracts, and causing such vote to be recorded on the minutes of the board, and giving notice thereof to the next general meeting of the stockholders.

SEC. 25. Be it enacted, That the said company shall Rates of trans- have the exclusive right of transportation or conveyportation and ance of persons, goods, merchandize and produce over

storage.

how paid.

the said rail road, by them to be constructed; Provided, that the charge for transportation or conveyance shall not exceed thirty-five cents per one hundred pounds on heavy articles, and ten cents per cubic foot on articles of measurement, for every hundred miles, and five cents per mile for every passenger; and provided also, that the said company may, when they see fit, farm out their rights of transportation on said road, subject to the rates above mentioned; and said company may also receive a reasonable compensation for storing and forwarding produce or other merchandize, placed in their care at any of their depots or warehouses; Provided, that when any produce shall be delivered at any of the depots, for immediate transportation, without storing, no charge shall then be made for storage.

SEC. 26. Be it enacted, That the board of directors Instalments- may call for the payment of ninety-nine dollars on each share of stock, in addition to one dollar paid at the time of subscribing, in sums not exceeding five dollars in every sixty days; Provided, that not more than twenty-five dollars, on each share be called for in any one year, and that notice be given in at least one newspaper in the State where any of the stockholders may reside, at least thirty days before the sum, thus called, may become due; and a failure to pay or secure to be paid, according to the rules of the company, any of the instalments, so called as aforesaid, shall induce a forfeiture of the share or shares on which default shall be so made, and all payments thereon, and the same shall vest in and belong to the company, and may be restored to the owner or owners, by the board of directors, if they deem it proper, on the payment of all arrears, on such shares, and legal interest thereon; or the directors may waive the forfeiture, after thirty days default, and sue the stockholders for the instalments due at their discretion.

SEC. 27. Be it enacted, That the stock of said comTransfers of pany may be transferred, in such manner and form as may be directed by the by-laws of said corporation, and the secretary of the board of directors shall keep a record of all such transfers.

stock.

SEC. 28. Be it enacted, That the said company may at any time, increase its capital to a sum sufficient to