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Laws of Florida |
| Chapter 1,152 [No 59] |
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An Act to incorporate the Pensacola & Mobile Railroad and
Manufacturing Company |
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Section 1. Be it enacted by the Senate and House of
Representatives of the State of Florida in General Assembly
convened, That Willis J. Milner, Alex. C. Blount, W. H. Chase,
W. F. Teat, Hawes Gatchell, James Gonzales and James Abercrombie, be
and they are hereby appointed Commissioners, to cause books to be
opened at such times and places as they, or a majority of them may
select, for subscriptions to the capital stock of the Pensacola &
Mobile Railroad and Manufacturing Company. |
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Sec. 2. Be it further enacted, That the
Commissioners appointed in the foregoing section shall assemble in
the city of Pensacola, on the 1st Monday in April, 1861, or on such
day thereafter as a majority of them may agree upon, and, a majority
being present, they shall appoint the times and places when and
where such subscription books shall be opened, and they shall
determine the amount to be paid on each share at the time of
subscribing, and they shall cause notice thereof to be published in
such newspapers as they may deem advisable, at least ten days before
the day or days appointed for the opening of said books, which said
books shall be kept open for one week, or until the sum of One
Hundred Thousand Dollars has been subscribed to the capital stock of
said Company. |
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Sec. 3. Be it further enacted, That whenever the
said Commissioners shall find, on examination, that the sum of One
Hundred Thousand Dollars or more has been subscribed to the capital
stock of said Company, then the said subscribers, or those whom they
may at any time thereafter associate with them, their successors and
assigns, shall be and they are created and made a body politic and
corporate, by the name of the Pensacola & Mobile Railroad and
Manufacturing Company, and by that name shall have perpetual
succession and a common seal, with capacity to have, receive and
enjoy, to them and their successors, property and estate of whatever
nature and quality, and the same to hold, claim and transfer and
dispose of, so far as it is necessary and proper to carry into
effect the objects of this charter, which are hereby declared to be
the construction, use and maintenance of a Railroad from some point
on the Alabama & Florida Railroad, of Florida, distant not more than
twenty miles from Pensacola, and running in a westerly direction to
the Perdido river, at or near Hall's Bridge, and the manufacturing
of lumber for the various purposes for which it is used, and making
of brick, earthenware, &c. |
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Sec. 4. Be it further enacted, That whenever, upon
examination of said subscription books, the sum of one hundred
thousand dollars or more has been subscribed, the Commissioners
appointed in the first section of this act, a majority of them being
present, shall call a general meeting of the subscribers, at such
time and place as they may appoint, and at such meeting the said
subscribers, or a majority of them in value, shall elect seven
Directors, by ballot, to manage the affairs of said Company for the
ensuing year; and the Commissioners aforesaid, or any three of them,
shall be judges of said first election of Directors, and the
Directors then chosen shall elect amongst themselves one of their
number to be President of said Company, and shall allow him such
compensation as they may think proper; and on all occasions,
whenever a vote of stockholders shall be taken, each stock holder
shall be allowed one vote for every share of stock owned by him or
her, and any stockholder may depute any other person to vote for him
or her, as his or her proxy, by written authority. |
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Sec. 5. Be it further enacted, That in case it
shall so happen that an election of Directors shall not be made on
the day appointed by the by-laws of said Company, said Company shall
not for that cause be dissolved, but such election may be holden on
any other day, which shall be appointed by the Directors of said
Company, and, if necessary, such meeting may be adjourned from day
to day until such election can be made, and said Directors shall
have power to fill any vacancy which may occur in the Board by
death, resignation or otherwise. |
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Sec. 6. Be it further enacted, That the Directors
shall be chosen annually by the stockholders of said Company, and
shall hold their offices until their successors are elected, and the
Directors so elected shall elect their President from among
themselves. |
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Sec. 7. Be it further enacted, That the said
President and Directors may appoint all such officers, engineers,
agents and servants, and confer on them such power and authorities,
as they may deem necessary to carry on the business of said Company;
they shall fix the compensation to be allowed them, or give the
power to do so to the President of the Company, and may remove all
such officers, engineers, agents and servants at their pleasure;
they shall have power to pass all such by-laws, rules and
regulations as they may consider necessary for the good government
of the corporation, its agents, officers and servants, and for
carrying into effect the object of this act: Provided only,
That such by-laws, rules and regulations shall not be contrary to
the laws of this State. |
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Sec. 8. Be it further enacted, That the said
President and Directors may open, at such times and places as they
may select, books receive additional subscription to the capital
stock of said Company upon such terms and conditions as they may
provide, which capital stock may be added to and increased from time
to time until it shall amount to the sum of two hundred and fifty
thousand dollars. |
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Sec. 9. Be it further enacted, That the said
President and Directors shall have power to require the Stockholders
of said Company to pay such instalments on their respective shares
of stock in said Company at such times as they may think best for
the interest of said Company. Upon the failure or refusal of any
Stockholder to pay the instalment required on his or her stock, in
pursuance of any call made by said President and Directors as
aforesaid, said President and Directors may, upon giving twenty day
notice, proceed to sell, at public auction, the share or shares of
said stock owned by said defaulting Stockholders, or such part as
they may think proper, to the highest bidder, and cause to be
transferred on the books of said Company the stock so sold to the
purchaser; and if, on the sale of the shares of the stock held by
said defaulting Stockholder, said stock shall be sold for less than
the amount due upon the instalments which have been called in, said
Stockholders shall be liable to pay to said Company the deficiency,
in manner and for hereinafter specified. |
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Sec. 10. Be it further enacted, That upon the
failure or refusal of any Stockholder to pay any instalments called
for by the President and Directors of said Company, or, if upon sale
of the stock held by said Stockholder, it shall be sold for less
than the amount due upon the instalments called in, then the
President and Directors, on giving twenty days notice to said
defaulting Stockholder, may proceed, by their attorney, to move the
Circuit Court of the county in which said Stockholder may reside for
judgment against the Stockholder for the amount called for by the
President and Directors of said Company, or, as the case may be, for
any deficiency or balance that may be due to said Company on said
instalments so called for after the sale of any stock held in said
Company by said defaulting Stockholder; and said Court is hereby
authorized and empowered and required to render judgment against
such defaulting Stockholder at the term of the Court at which said
motion is made, and all notices required to be given to any
defaulting Stockholder shall be issued by and in the name of the
Company and singed by the Secretary of said Company. Said notice
shall be served by the Sheriff, or other legal officer of the count
in which the Stockholder may reside, and said notice shall be
executed and returned by said officer to the office of the Clerk of
the Court, as in case of common writs. |
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Sec. 11. Be it further enacted, That said Company
is hereby authorized to purchase, receive and hold such lands and
other property as may be necessary and convenient in accomplishing
the object for which this incorporation is chartered, and may, by
its agents, surveyors, engineers and servants, enter upon all lands
through which they may deem it necessary to make said road, and to
survey, locate and contract for land upon which to locate said road
and upon which to erect their station houses, depots, workshops,
buildings and turnouts, and for such other uses and purposes as may
be necessary for the operation of said road. |
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Sec. 12. Be it further enacted, That if said
Company cannot agree with the owners of the land through which they
desire the road to pass, or with any person having the authority to
sell or give the right of way, it shall and may be lawful for the
Clerk of the Circuit Court of the county in which the said land
lies, on the application of said Company or its agents, and he is
hereby required to issue a writ of ad quad damnum, commanding
the Sheriff that without delay he cause a jury of seven good and
lawful men to be upon such lands, on a day to be by the Sheriff
fixed and appointed, and whereof it shall be his duty to give notice
to the owners, or, if he or she be a minor or a lunatic, to his or
her guardian, at least five days before such day, if they be within
his county, or, if not, or if the owner or owners be unknown,
non-resident or absent from the State, the notice shall be given by
advertisement, to be by said Sheriff posted and fixed in some public
or conspicuous place in the neighborhood of said land at least ten
days before the appointed day, and also by advertisement of the same
in some newspaper published nearest the land, at least three weeks,
by weekly insertions, prior to said day, and then to cause said
jury, after being duly sworn by the Sheriff or Justice of the Peace,
to make true inquest of the damage that will be sustained by such
owner of estate by reason of making said road through said land, and
by using so much thereof as may be necessary therefor, not exceeding
one hundred feet from the centre of said road on each side, for the
construction of said road, and not exceeding fifteen acres at any
one place for such station houses, depot buildings and turnouts as
may be necessary for the benefit of said Company. If any juror shall
fail to appear, or, by reason of challenge or otherwise, fail to sit
on such inquest, the said Sheriff shall fill said jury as soon as
practicable; and, if they fail to render a verdict, the said Sheriff
shall again, on the same or some subsequent day, empannel a new jury
or jurors until a verdict be had; such verdict and inquest,
regularly certified by said Sheriff, shall be returned to the office
of the Clerk of the Circuit Court of the county in which said land
may lie, and there remain among the records; and such verdicts shall
vest in said Company the right to use such land, timber, stone,
granted for the purposes of said road on the payment or tender of
payment of damages thereon assessed against said Company; and in
cases of persons non-resident or unknown as aforesaid, or upon the
refusal of said person to receive the amount, the placing of such
damages to the credit of the owner, in the hands of the Probate
Judge of the county in which said lands may lie, shall be deemed and
taken as payment, and such Judge, may be liable on their bonds to
make due payment of said money on demand. |
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Sec. 13. Be it further enacted, That the jurors
trying said case shall take the following oath, which oath the
Sheriff, or his Deputy acting in said case, is hereby authorized to
administer: "You and each of you do swear (or affirm, as the case
may be,) that you will well and truly try the case now pending and
submitted to your decision between A B, complainant, and the
Pensacola & Mobile Railroad and Manufacturing Company of Florida,
defendants, and that you will take into consideration the advantages
which the said owner will derive from the increased value of his
land caused by the construction of said road, as well as the injury
and damage which may be done to him by the use of the land, timber,
stone, &c., for the construction and purposes of said road, so help
you God:" Provided, however, That in no case shall the owner
of the land be brought in debt. |
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Sec. 14. Be it further enacted, That either party
may appeal to the next Circuit Court held after assessment, by
application to the Clerk of the Court within thirty days after such
assessment, and upon giving security for the prosecution of such
appeal, and in case the appeal is taken by the corporation, for the
judgment which may be rendered against it on the appeal. |
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Sec. 15. Be it further enacted, That the
trial of such an appeal shall be de novo, and if the
corporation is the appellant and the damage assessed is equal to or
greater than found on the previous inquest, the appellant must pay
the cost and the Court may award damages not exceeding ten per cent.
if of opinion that the appeal was taken for delay merely. |
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Sec. 16. Be it further enacted, That in case the
appeal is not taken by the corporation and the appellant does not
recover more damages than were assessed to him in the previous
inquest, judgment for costs must be given against him; in such
appeal, when judgment is against the appellant, execution may issue
against his security. |
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Sec. 17. Be it further enacted, That the work of
surveying, locating and constructing said Railroad, shall in no wise
be hindered or delayed on account of the proceedings had under the
provisions of the foregoing sections of this act. |
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Sec. 18. Be it further enacted, That in case any
person shall wilfully injure or obstruct said Road, or delay the
construction thereof, he shall forfeit and pay to said Company three
times the amount of the damages it may sustain in consequence
thereof, to be sued for and recovered in the same manner as provided
for by law for such individuals in like cases, and on complaint made
to any Magistrate, within whose jurisdiction such offence shall be
committed, it shall be the duty of said Magistrate to bind the
person or persons so offending, with sufficient security for his or
their good behavior for a period not less than one year, and such
offender shall, in addition thereto, be subject to all the penalties
now provided by law for such offences. |
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Sec. 19. Be it further enacted, That whenever it
shall be necessary for the construction of said Railroad to
intersect or cross any stream of water or water course, whether
navigable or otherwise, it shall be lawful for said Company to
construct across said streams bridges which if upon navigable
streams, shall be with draws of sufficient width to admit the safe
passage of steam or other vessels navigating said streams, or be
built upon such plan as will allow the passage safely of such steam
or other vessels by, around, or under such bridges: And provided,
That said Company shall at all times, day and night, keep proper
watchmen to avoid delay in the passage of such steam or other
vessels as may navigate said streams. |
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Sec. 20. Be it further enacted, That if it shall
be necessary for said Company to continue their Railroad across or
upon any public road, or highway, or in case such public road or
highway is so located that said Railroad cannot be judiciously laid
out and constructed across or upon the same without interfering
therewith, in such case or cases said corporation may, by their
Engineers, cause such road or highways to be changed or altered in
such manner that said Railroad may be made on the best site of
ground for that purpose: Provided, That such road or highway
shall b put by said corporation in as good repairs as it was at the
tie of altering or changing the same. |
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Sec. 21. Be it further enacted, That said Company
may by its President and Directors, by and with the consent of a
majority of the Stockholders in value contract for the purchase of
the capital stock of the Perdido Junction Railroad Company, a
corporation now in existence under and by virtue of an act of the
General Assembly of the State of Florida, chapter 241, passed
January 4th, 1849, and approved January 12th, 1849, entitled an "act
to encourage and facilitate internal improvements and to authorize
and regulate partnerships therein," whose articles of agreement and
co-partnership will be found of record in the Circuit Court of the
county of Escambia, State of Florida, in book O, at page 279 to 281,
and of date of record May 11th, 1859, together with all real estate,
railroad, (in part constructed) outfit and property of every kind
and description, franchise, rights, privileges emoluments and
appurtenances thereunto belonging, of said Perdido and Junction
Railroad Company: Provided, Such purchase shall in no wise
affect the rights of creditors of the Perdido and Junction Railroad
Company: And provided further, That the said Pensacola &
Mobile Railroad and Manufacturing Company may sue for and recover in
its name all debts, dues and demands from any debtor for said
Perdido and Junction Railroad Company. |
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Sec. 22. Be it further enacted, That the President
and Directors of said Company shall be and they are hereby
authorized and empowered to borrow money to carry into effect the
object of this act, to issue bonds, notes or any other obligation
for the payment of the same, in such form and payable at such time
and places, and bearing such rate of interest, as they may
prescribe; and the said President and Directors are hereby invested
with full power and authority to mortgage their road, property and
the franchise of said Company to secure the payment of the same, by
deed of trust or otherwise and they have full power and authority to
negotiate, pledge, hypothecate sell or otherwise dispose of the
promissory notes, bonds or other obligations of any person or
persons or of any corporation, and, if necessary, to guarantee the
payment of the same by endorsement or otherwise. |
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Sec. 23. Be it further enacted, That after the
completion of any part of said road or the purchase of any road
provided to be purchased by the provisions of this act, the said
Pensacola & Mobile Railroad and Manufacturing Company may levy and
collect tolls thereon from all persons and for all property,
merchandize and other commodities transported thereon, and said
Company may contract for the transportation of the mail and for the
exclusive right to use their passenger trains for expressing goods,
wares merchandize and money. |
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Sec. 24. B it further enacted, That all the hands
belonging to or employed by said Company on their roads, works or
engines are hereby declared to be exempt from the performance of
road duty in the several counties through which said road may run. |
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Sec. 25. And be it further enacted, That the said
Pensacola & Mobile Railroad and Manufacturing Company shall have the
right to arrange with the Alabama & Florida Railroad Company of
Alabama for running their trains over said railroad on such terms as
may be agreed on between the two Railroad Companies, and that they
shall have the further right, by and with the consent of the city
authorities of Pensacola, to construct a wharf on the Bay of
Pensacola, within the corporate limits of said city, or they may
select and purchase some other site for their wharf in said Bay,
and, in either case, connect the same with the Alabama & Florida
Railroad of Florida at a point to be agreed on between the two
Companies, and that the same rates of wharfage may be charged on
said wharf as are levied and collected on the other wharves of the
city. |
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Passed the House of Representatives January 1st, 1861.
Passed the Senate January 29th, 1861. Approved by the Governor
February 8th, 1861. |
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