| {Acts of the North
Carolina General Assembly} |
| |
| An Act to Incorporate the Caswell Railroad Company |
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| Section 1. Be it enacted by
the General Assembly of the State of North Carolina, and it is hereby
enacted by the authority of the same, That a company by the name of
"The Caswell Railroad Company" be, and the same is hereby incorporated,
with a capital of one million of dollars, divided into shares of one
hundred dollars each, for the purpose of constructing a railroad from
the town of Milton, in Caswell county, by Yanceyville, to the company
shops in Alamance county. |
| Sec. 2. Be if further
enacted, That for the purpose of creating a capital stock of said
company, the following persons are hereby appointed general
commissioners: Giles Mebane, James G. Moore, G. W. Swepston, John
Tapscot, Samuel Watkins, M. McGehee, Geo. W. Thompson, Samuel P. Hill,
N. M. Roan, William Long, Dr. Allen Gunn, whose duty it shall be to
direct the opening of books for subscription at such times and places as
they, or a majority of them, may deem proper; and said general
commissioners shall have power to appoint a chairman of their body,
treasurer, and all other officers their organization may require, and to
sue for all sums of money that ought, under this act, to be recovered by
them. |
| Sec. 3. Be it further
enacted, That all persons who are by this act authorized, or who may
be hereafter by the general commissions authorized to open books of
subscription, may do so a any time after the ratification of this act,
upon giving twenty days' notice of the time and place when said books
will be opened; and said books shall be kept open for the space of
thirty days, at least, and as long thereafter as the general
commissioners shall direct; and that all subscriptions of stock shall be
in shares of one hundred dollars, the subscriber paying, at the time of
making his subscription, five dollars on each share by him subscribed,
to the person or persons authorized to receive such subscription; and in
case of failure to pay said sum, all such subscriptions shall be void
and of no effect; and upon closing the books, all such sums as shall
have been thus received of subscribers on he first cash instalment,
shall be paid over to the general commissioners by the persons receiving
the same; and in case of failure to pay, as aforesaid, such person or
persons receiving said money shall be personally liable to said general
commissioners before the organization of said company, and to the
company itself, after the organization, to recover in the superior
courts of law within this State, in the country where such delinquent
resides; or if he resides in another State, then in any court in such
State having competent jurisdiction. The general commissioners shall
have power to call on and require all persons empowered to receive
subscriptions of stock at any time, and from time to time, as a majority
of them may think proper, to make a return of the stock by them
respectively received, and to make payment of all sums of money paid by
subscribers; that all persons receiving subscription of stock, shall
pass a receipt to the subscriber or subscribers for the payment of the
first instalment, as heretofore required to be paid; and upon their
settlement with the general commissioners, as aforesaid, it shall be the
duty of said general commissioners, in like manner, to pass their
receipts for all sums thus received to the persons from whom received;
and such receipts shall be taken and held to be good and sufficient
vouchers to persons holding them; that subscriptions of stock may be
received as aforesaid, or as here {remainder
of Section 3, all of Section 4 and part of Section 5 are missing}
|
|
{resumption of Section 5} named shall be capable, in law and in
equity, to purchase, hold, lease, rent, sell or convey estates, real,
personal and mixed, and to acquire the same by gift, devise or
otherwise, so far as shall be necessary for the purposes embraced within
the scope, object and intent of this charter, and shall have perpetual
succession and a common seal, which they may use, alter or renew at
pleasure, and by their corporate name may sue and be sued, plead and be
impleaded, in any court of law or equity in this State, or any other
State; and shall have, possess and enjoy all the rights, privileges and
immunities which corporate bodies may, and of right do exercise, and may
make all such by-laws, rules and regulations as are necessary for the
government of the corporation, or for effecting the object for which it
is created, not inconsistent with the laws of this State, or of the
United States. |
| Section 6. Be it further
enacted, That as soon as the sum of one hundred thousand dollars, or
upwards, shall be subscribed as aforesaid, it shall be the duty of the
general commissioners to appoint a time for the stockholders to meet in
Milton, in the county of Caswell, which they shall cause to be
previously published for the space of thirty days in one or more
newspapers, at which time and place the said stockholders shall, in
person or by proxy, proceed to elect by ballot nine directors of the
company, and to enact all such regulations and by-laws as may be
necessary for the government of said corporation and the transaction of
its business. The persons elected directors at this meeting shall serve
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 when the subsequent election of director shall be held and such
elections shall henceforth be annually made; but if they [the] day of
the annual election shall [should] pass without any election of
directors, the corporation shall not thereby be dissolved, but it shall
be lawful on any other day to make and hold such election in such manner
as may be prescribed by a by-law of the corporation. |
| Sec. 7. Be it further
enacted, That the affairs of said company shall be managed by a
general board, to consist of nine directors, to be elected by the
stockholders from among themselves, at their first and subsequent
general annual meetings; and no stockholder shall be elected a director,
nor serve as such, unless he be at the time of his election the owner of
five shares of said stock, and shall continue to hold the same during
the term of his service. |
| Sec. 8. Be it further
enacted, That the president of said company shall be chosen by
ballot, by a majority of the directors, from among themselves, with a
salary to be fixed by the stockholders in general meeting. |
| Sec. 9. Be it further
enacted, That all stockholders, being citizens of the United States,
shall be entitled to vote either in person or by proxy, the proxy being
a stockholder, at all general meetings; and the vote to which each
stockholder shall be entitled shall be according to the number of shares
he may hold. |
| Sec. 10. Be it further
enacted, That at the first general meeting of the stockholders under
this act, a majority of all the shares subscribed shall be represented
before proceeding to business; and if a sufficient number do not appear
on the day appointed, those who do attend shall have power to adjourn,
from time to time, until a regular meeting be thus formed; and at such
meeting the stockholders may provide by a by-law as to the number of
stockholders and the amount of stock to be held by them, which shall
constitute a quorum for the transaction of business at all subsequent
meetings. |
| Sec. 11. Be it further
enacted, That the general commissioners shall make their return of
the shares of stock subscribed for the first general meeting of the
stockholders, and pay over to the directors elected at that meeting, or
their authorized agent, all sums of money received from subscribers; and
on failure to do so, they shall be personally liable to said company, to
be recovered in like manner as other debts due the company. |
| Sec. 12. Be it further
enacted, That the board of directors may fill all vacancies which
may occur in it during the period for which they have been elected, and
in the absence of the president, may fill his place by electing a
president pro tem. from among their number. |
| Sec. 13. Be it further
enacted, That the said board of directors shall have power and
authority to open books for further subscriptions to the stock of said
company, at such times and under such persons as they may designate, in
the event the whole stock be not subscribed before the first general
meeting of the stockholders, and to open and keep open said books, from
time to time, until the whole amount of the capital stock be subscribed. |
| Sec. 14. Be it further
enacted, That said company shall have power, and may proceed to
construct, as speedily as possible, a railroad, with one or more tracks,
of the same gauge and width of track as the North Carolina Railroad,
from the North Carolina Railroad, at the company shops to the town of
Milton, to be used and operated by steam power. |
| Sec. 15. Be it further
enacted, That said company shall have the exclusive right of
conveyance or transportation of persons, goods, merchandise and produce
over the road constructed by them, at such charges as may be fixed upon
by a majority of the directors; and the said company may from [farm] our
their rights of transportation over their said railroad, subject to the
rules above mentioned, and said company, and ever person who may have
received from them the right of transportation of goods, wares and
produce on said road, shall be deemed and taken to be a common carrier,
as respects every thing entrusted to them or him for transportation. |
| Sec. 16. Be it further
enacted, That the board of directors may call for the payment of the
sums subscribed as stock in said company, in such instalments as the
interests of the said company may require. The call for each payment
shall be published in one or more papers of this State [for this State],
for two months before the day of payment; and on failure of any
stockholder to pay each instalment, as thus required, the directors may
sell at public auction, on a previous notice of ten days, for cash, all
the stock subscribed for in said company by such stockholders, and
convey the same to the purchaser at said sale, discharged from all
further liability; and if said sale of stock do not produce a sum
sufficient to pay off the incidental expenses of sale, and the entire
amount owing by such stockholder to the company for such subscription of
stock, then and in that case the whole of such balance shall be held and
taken as due at once to the company, and may be recovered of such
stockholder, or of his executors, administrators or assigns, at suit of
said company, either by summary motion in ny court of supreme
jurisdiction, in the country where the delinquent resides, on a previous
notice of ten days to said subscriber, or by action of assumpsit in any
court of competent jurisdiction, or by a warrant before any justice of
the peace, when the sum does not exceed one hundred dollars; and in all
cases of assignment of stock before the whole amount has been paid to
the company, then for all sums due on such stock, both the original
subscribers and the first and all subsequent assignees, shall be held
liable to the company, and the same may be recovered, as above
described. |
| Sec. 17. Be it further
enacted, That the debt of stockholders, due to the company for stock
therein, either as original proprietor, or as first or subsequent
assignee, shall be considered of equal dignity with judgments in the
distribution of assets of a deceased stockholder by his legal
representative. |
| Sec. 18. Be it further
enacted, That said company shall issue certificates of stock to its
members, and said stock may be transferred in such manner and form as
may be directed by the by-laws of the company. |
| Sec. 19. Be it further
enacted, That the board of directors shall, once in every year, at
least, make a full report on the state of the company and its affairs,
to a general meeting of the stockholders, and oftener, if required by a
by-law, and shall have power to call a general meeting of the
stockholders, when the board may deem it expedient; and the company may
provide in their by-laws for occasional meetings being called, and
prescribe the mode thereof. |
| Sec. 20. Be it further
enacted, That said company may purchase, have and hold in fee, or
for a term of yours, any land, tenements or hereditaments which may be
necessary for the said road, or the appurtenances thereof, or for the
creation of depositories, store-houses, houses for the officers,
servants or agents of the company, or for work-shops or foundries, to be
used for said company, or for procuring stone or materials necessary to
the construction of the road, or for effecting transportation thereon. |
| Sec. 21. Be it further
enacted, That the company shall have the right, when necessary, to
conduct the said road across or along any public road or water course:
Provided, That the said company shall not obstruct any public
road, without constructing another equally as good and convenient. |
| Sec. 22. Be it further
enacted, That when any lands or right of way may be required by said
company for the purpose of constructing their road, and for want of
agreement as to value thereof, or for any other cause, the same cannot
be purchased from the owner or owners, the same may be taken at a
valuation to be made by free freeholders, selected by the country court
in the county where the right of way is situated. For making the said
valuation, the said freeholders shall take into consideration the loss
or damage which may accrue to the owner or owners, in consequence of the
land or right of way being surrendered, and the benefit and advantage,
general or special, which he, she or they may receive by the general
increased value of the land, or any special benefit which may arise from
the location of a depot, or otherwise, on said land, or any benefit
which may accrue, in any way whatever, by the establishment of said
railroad or work, and shall state particularly the value and amount of
each, and the excess of the loss and damage over and above the advantage
and benefit shall form the measure of valuation of said land or right of
way: Provided, nevertheless, That if any person or persons over
whose lands the road may pass, or if said company should be dissatisfied
with the valuation of said freeholders, then and in that case the party
so dissatisfied may have an appeal to the superior court, in the county
where the damage is done, or in either county where the land may lie,
under the same rules, regulations and restrictions as in other cases of
appeal. The proceedings of the said freeholders, accompanied with a full
description of the said land or right of way, shall be returned under
the hands and seals of a majority of them, to the court from which the
order was made, there to remain in a matter of record; and the lands or
right of way, so valued, shall vest in the said company so long as the
same may be used for the purposes of said railroad, so soon as the
valuation shall have been made, or when refused, may have been tendered:
Provided, That on application for the appointment of freeholders,
under this section, it shall be made to appear to the satisfaction of
the court that at least ten days' previous notice had been given by the
applicant to the owner or owners of the land so proposed to be
condemned; or if the owner or owners be infants, or non compos
mentis, then to the guardian of such owner or owners, if such
guardian can be found within the country, or if he cannot be so found,
then such appointment shall not be made unless notice of the application
shall have been published at least one month next preceding, in some
newspaper printed as conveniently as may be to the court-house of the
county, and shall have been posted at the door of the court-house on the
first day of the term of said court to which the application is made:
Provided, further, That the valuation provided for in this section
shall be made on oath by the freeholders aforesaid, which oath any
justice of the peace or clerk is authorized to administer: Provided,
further, That the right of condemnation herein granted shall not
authorize the said company to invade the dwelling-house, yard, garden or
burial ground of any individual, without his consent. |
| Sec. 23. Be it further
enacted, That the right of said company to condemn lands in the
manner as aforesaid shall extend to the condemning one hundred feet on
each side of the track of the road, measuring from the centre of the
same, unless in case of deep cuts and fillings, when said company shall
have power to condemn as much in addition thereto as may be necessary
for the purpose of constructing said road; and the company shall also
have power to condemn and appropriate lands in like manner for the
constructing and building of depots, shops, warehouses, buildings for
servants, agents and persons employed on the road, not exceeding two
acres in any one lot or station. |
| Sec. 24. Be it further
enacted, That in the absence of any contract or contracts with said
company in relation to lands through which the said road may pass,
signed by the owner thereof, or his agent, or any claimant or person in
possession there, which may be confirmed by the owner thereof, it shall
be presumed that the land upon which the said road may be constructed,
together with the space of one hundred feet on each side of the centre
of said road, has been granted to said company by the owner thereof, and
the said company shall have good right and title thereto, and shall
have, hold and enjoy the same as long as the same be used for the
purpose of the said road, and no longer, unless the person or persons
owning the said land at the time that part of the said road which may be
on the said land was finished, or those claiming under him, her or them
shall apply for an assignment of the value of said lands as hereinbefore
directed within two years next after that part of the said road which
may be on said lands was finished; and in case the said owner, or those
claiming under him, her or them shall not apply within two years next
after the said part was finished he, she or they shall be forever barred
from recovering said land, or having any assessment or compensation
therefor: Provided, Nothing herein contained shall affect the
right of feme coverts or infants until two years after the removal of
their respective disabilities. |
| Sec. 25. Be it further enacted,
That all lands not heretofore granted to any person within one hundred
feet of the centre of said road shall vest in the company as soon as the
line of the road is definitely laid out through it, and any grant of
said land thereafter shall be void. |
| Sec. 26. Be it further
enacted, That if any person or persons shall intrude upon said
railroad by any manner of use thereof, or of the rights and privileges
connected therewith, without the permission or contrary to the will of
said company, he, she or they may be indicted for a misdemeanor, and,
upon conviction, fined and imprisoned by any court of competent
jurisdiction. |
| Sec. 27. Be it further
enacted, That if any person or persons shall wilfully and
maliciously destroy or in any manner hurt or damage, or shall wilfully
or maliciously cause, or aid, or assist, or counsel and advise any other
person or persons to destroy or in any manner to hurt, damage, injure of
obstruct the said railroad, or any bridge or vehicle used for or in the
transportation thereon, any water tank, warehouse or any other property
of said company, such person or persons so offending shall be liable to
be indicted therefor, and, on conviction, shall be imprisoned not more
than six nor less than one month, and pay a fine not exceeding five
hundred dollars nor less than twenty dollars, at the discretion of the
court before which said conviction shall take place, and shall be
further liable to pay all expenses for repairing the same; and it shall
not be competent for any person so offending against the provisions of
this clause to defend himself by pleading or giving in evidence that hew
was he owner, agent, or servant of the owner of the land where such
destruction, hurt, damage, injury or obstruction was done at the time
the same was done, or caused to be done. |
| Sec. 28. Be it further
enacted, That every obstruction to the safe and free passage of
vehicles on said road shall be deemed a public nuisance, and may be
abated as such by any officer, agent or servant of said company; and the
person causing such obstruction may be indicted for erecting a public
nuisance. |
| Sec. 29. Be it further
enacted, That the said company shall have the right to take at the
storehouse they may establish or annex to their railroad all goods
wares, merchandise and produce intended for transportation; to prescribe
the rules of priority, and charge and receive such just and reasonable
compensation for storage as the by-laws may establish, (which they shall
cause to be published,) or as may be fixed by agreement with the owners,
which may be distinct from rates of transportation: Provided,
That the said company shall not charge or receive storage on goods,
wares, merchandise or produce which may be delivered to them at their
regular depositories for immediate transportation, and which the company
may have power to transport immediately. |
| Sec. 30. Be it further
enacted, That the profits of the company, or so much thereof as the
general board may deem advisable, shall, when the affairs of the company
will permit, be semi-annually divided amongst the stockholders, in
proportion to the stock each may own. |
| Sec. 31. Be it further
enacted, That the following officers and servants and persons in the
actual employment of the said company be, and they are hereby exempted
from the performance of jury and ordinary militia duties: the president
and treasurer, the board of directors, chief and assistant engineers,
the secretary and accountant of the company, keepers of the
depositories, guards stationed on the road and at the bridges, and such
persons as may be working the locomotive engines and travelling with the
cars for the purpose of attending to transportation of produce, goods
and passengers on the road. |
| Sec. 32. Be it further
enacted, That for the purpose of ascertaining the best route for
said road and its branches, and to locate the same, it shall be lawful
for said company, by its engineers, servants and agents, to enter upon,
examine and survey any land or lands that they may wish to examine for
such purpose, free from any liability whatever. |
| Sec. 33. Be it further
enacted, That the gauge of said railroad shall be the same as the
gauge of the North Carolina Railroad. |
| Sec. 34. Be it further
enacted, That should this road ever be extended so as to connect
with any road in Virginia leading to Richmond, then, and in that case,
this charter to be forfeited. [Ratified this 25th day of February,
1861.] |
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