| {Acts of the North
Carolina General Assembly} |
| |
| An Ordinance to Incorporate the Piedmont Railroad
Company |
| |
| 1. Be it ordained by the
delegates of the people of North Carolina, in Convention assembled, and
it is hereby ordained by the authority of the same, That a company
by the name and style of the "Piedmont Railroad Company," be, and the
same is hereby incorporated, with a capital stock of fifteen hundred
thousand dollars, divided into shares of one hundred dollars each, for
the purpose of constructing a railroad on the best, cheapest, most
direct and practicable route from the Richmond & Danville to the North
Carolina Railroad. |
| 2. Be it further ordained,
That for the purpose of creating the capital stock of said company, the
following persons be, and they are hereby appointed general
commissioners: Wm. T. Sutherlin, of Danville; William P. Watt, John H.
Dillard, George D. Boys and William B. Carter, of Rockingham; Phil.
Barrow, John F. Poindexter and A. J. Stafford, of Forsyth county;
William A. Lash, John J. Martin and Jas. Riason, of Stokes county; Jesse
H. Lindsay, Levi M. Scott and Ralph Gorrell, of Guilford county; Bedford
Brown, Thomas D. Johnston, Allen Green and Montford McGee, of Caswell
county; Giles Mebane, Jesse Gant and Eli F. Watson, of Alamance; John W.
Cunningham, Edward G. Reade and Thomas McGee, of the county of Person;
Wm. Johnston, of the town of Charlotte; James C. Turrentine and Wm. F.
Strayhorn, of the county of Orange; Benjamin A. Kittrell, of the town of
Lexington; H. C. Jones, Sr., of Salisbury; Jonathan Worth, of the town
of Ashboro'; Wm. P. Taylor, of Pittsboro'; whose duty it shall be to
direct the opening of books for subscriptions of stock at such times and
places, and under such persons as they, or a majority of them, may deem
proper, and in the mean time it shall and may be lawful for boos of
subscriptions to said stock to be opened in the town of Charlotte under
the direction of John A. Young, Wm. Johnston and James W. Osborne, or
any one of them; in Concord, under the direction of V. M. Barringer,
Caleb Phifer and Daniel Coleman, or any one of them; in Salisbury, under
the direction of Nathaniel Boyden, N. N. Fleming, J. I. Shaver, or any
one of them; at Lexington, under the direction of Wm. R. Holt, John P.
Mabry and Samuel Hargrove, or any one of them; at High Point, under the
direction of W. F. Bowman, Dr. Robert Lindsay and Nathan Hunt, or any
one of them; at Greensboro', under the direction of James Sloan, Jed. H.
Lindsay and J. A. Long, or any one of them; at Salem, under the
direction of D. H. Starbuck, J. G. Lash, Francis Fries and C. L. Bonner,
or any one of them; at Danbury, under the direction of Nathaniel Moody,
A. H. Joyce and S. Taylor, or any one of them; at Graham, under the
direction of Thomas Ruffin, Jr., John Trollinger and Edward Holt, or any
one of them; at Roxboro', under the direction of Charles Winstead, Dr.
C. H. Jordan and Green Williams, or any one of them; at Yanceyville,
under the direction of John Kerr, Dr. N. M. Roan and Thomas W. Graves,
or any one of them; at Milton, under the direction of Samuel Watkins,
John Wilson and Thomas Donaho, or any one of them; at Wentworth, under
the direction of John W. Ellington, W. M. Ellington and B. J. Low, or
any one of them; at Madison, under the direction of Wm. L. Scales,
Joseph H. Car?well and Nicholas Dalton, or any one of them; at
Leaksville, under the direction of George L. Aiken, Jones W. Burton and
E. T. Brodnax, or any one of them; at High Rock, under the direction of
Francis L. Simpson, Dr. R. H. Scales and George W. Garrett, or any one
of them; at Danville, Va., under the direction of William T. S?therlin,
James M. Williams and Dr. T. P. Atkinson, or any one of them; at
Hillsboro'. under the direction of J. C. Turrentine, Henry K. Nash and
W. F. Strayhorn, or any one of them; and in the city of Richmond, Va.,
under the direction of A. Y. Stokes, Lewis E. Harvey and Thomas N.
Brockenbrough, or any one of them; and said commissioners shall have
power to appoint a Chairman of their body, Treasurer, and all other
officers their organization may require, and sue for and recover all
sums of money that ought, under this ordinance, to be recovered by them
in the name of said corporation. |
| 3. Be it further ordained,
That all persons who are, by this ordinance, authorized, or who may be
hereafter, by the general commissioners, authorized to open books of
subscription, may do so at any time after the passage of this ordinance,
upon giving twenty days notice of the time and place when said books
shall 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 hundred dollars, the subscriber paying, at the time he
makes his subscription, five dollars on each share by him subscribed, to
the person or persons authorized to receive such subscriptions; and upon
closing the books, all such sums as shall have thus been received of
subscribers, on the first cash instalment, shall be paid over to the
general commissioner, 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 be recovered within the superior courts of law, within
this State, in the county 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 return of the stock by them respectively received,
and to make payment of all sums of money paid by subscribers; that all
persons receiving subscriptions 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
hereafter provided for, to the amount of fifteen hundred thousand
dollars. |
| 4. Be it further ordained,
That it shall be the duty of said general commissioners to direct and
authorize said books of subscription to be kept open until the sum of
one hundred thousand dollars, at least, shall be subscribed in the
manner aforesaid, and as soon as the said sum of one hundred thousand
dollars, or upwards, shall be subscribed in manner aforesaid, and the
sum of five dollars on each share paid as aforesaid, the subscribers to
said stock shall be, and they are hereby declared to be a body politic
and corporate in fact and in law, by the name and style of the "Piedmont
Railroad Company," with all the corporate powers and authority thereby
created and granted, to be held and exercised by said company and their
successors and assigns, in perpetuity, and by that name shall be capable
in law and in equity, to purchase, hold, lease, rent, sell or convey
estates, real and personal, 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 in this State or any other State; and
shall have, possess and enjoy all rights, privileges and immunities
which railroad corporate bodies may and of right do exercise, and may
make 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
Confederate States of America. |
| 5. Be it further ordained,
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 the town
of Greensboro'. in the county of Guilford, 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 meting the stockholders shall fix on a day and place or places
when and where the subsequent election of directors shall be held, and
such elections shall thenceforth be annually made; but if the day of
annual elections should pass without any election of directors, the
corporation shall not thereby be dissolved; but the directors in office
shall so remain until others are appointed, and it shall be lawful on
any other day to make and hold such elections, in such manner as may be
prescribed by a by-law of the corporation. |
| 6. Be it further ordained,
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 stock, and
shall continue to hold the same during the term of his service as
director. |
| 7. Be it further ordained,
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. |
| 8. Be it further ordained,
That all stockholders, not being aliens, 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, as
hereinafter provided. |
| 9. Be it further ordained,
That at the first general meeting of the stockholders under this
ordinance, 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. |
| 10. Be it further ordained,
That the general commissioners shall make their return of shares of
stock subscribed for at 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. |
| 11. Be it further ordained,
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. |
| 12. Be it further ordained,
That 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 such books from time to time,
until the whole amount of capital stock be subscribed. |
| 13. Be it further ordained,
That said company shall have power, and proceed to construct as speedily
as possible a railroad, with one or more tracks from the North Carolina
Railroad to the Richmond & Danville Railroad in Virginia, to be used and
operated by steam power; and to the end that the said corporation may
have power and authority to construct said road within the limits of the
State of Virginia -- this charter shall be transmitted by the President
of this Convention to the Governor of Virginia, to the end that the
legislative sanction of that State approving the ordinance may be given
to said company to construct the railroad as aforesaid within the limits
of that State: Provided, That the company formed under this
charter shall have no power to discriminate, on either freight or
travel, against the North-Carolina Railroad, or roads in North-Carolina
connected with it. |
| 14. Be it further ordained,
That said company shall have the exclusive right of conveyance or
transportation of persons, good, 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 farm out their rights of
transportation over their said railroad, subject to the rules above
mentioned; and said company, and every 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
everything entrusted to them or him for transportation. |
| 15. Be it further ordained,
That the board of directors may call for the payment of the sums
subscribed as stock in said company in such instalments as the interest
of the said company may require; the call for each payment shall be
published in one or more papers in 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 further liabilities; and if said sale of
stock does 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 his executors,
administrators or assigns, at suit of said company, either by summary
motion in any court of supreme jurisdiction in the county where the
delinquent resides, on a previous notice of ten days to said
subscribers, or by action of assumpsit in any court of competent
jurisdiction, or by warrant before a 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 the subsequent assignees shall be held liable to the company,
and the same may be recovered as above described. |
| 16. Be it further ordained,
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. |
| 17. Be it further ordained,
That the debt of the stockholders due to the company for stock therein,
either original proprietor, or s first or subsequent assignee, shall be
considered with equal dignity with judgments in the distribution of the
assets of a deceased stockholder by his legal representatives. |
| 18. Be it further ordained,
That the board of directors shall, once a 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 expedient; and the company may provide in their by-laws for
occasional meetings being called, and prescribe the mode thereof. |
| 19. Be it further ordained,
That the said company may purchase, have and hold, in fee or for a term
of years, any lands, tenements or hereditaments which may be necessary
for said road or appurtenances thereof, or for the erection of
depositories, store houses, houses for the officers, servants or agents
of the company, or for the workshops or foundries to be used for said
company, or for procuring stone or other materials necessary to the
construction of the road, or for effecting transportation thereon. |
| 20. Be it further ordained,
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. |
| 21. Be it further ordained,
That when any land or right of way may be required by said company for
the purpose of constructing their road, and for want of agreement as to
the 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 five freeholders, selected by the county court in the county
where the right of way is situated: 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 classes of appeal; the proceedings of the said
freeholders, accompanied with a full description of 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 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 purposes of said
railroad, as 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 has been given by the applicant to the owner or owners
of the land proposed to be condemned, or if the owner or owners be
infants or non compos mentis, then to the guardian or guardians
of such owner or owners, if such guardian can be found within the
county, or if he cannot be 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. |
| 22. Be it further ordained,
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 he 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 four acres to any one
lot or station. |
| 23. Be it further ordained,
That in the absence of any contract or contracts with said company in
relation to the lands through which the said road may pass, signed by
the owner thereof, or his agent, or any claimant or person in possession
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 the 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 purposes of the 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
owner, or those claiming under him, her or them, shall not only 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 hall affect the rights of feme coverts, or infants,
until two years after the removal of their respective disabilities. |
| 24. Be it further ordained,
That all lands not heretofore granted to any person within one hundred
feet of the centre of said road, shall vest in the company so soon as
the line of the road is definitely laid out through it, and any grant of
said land shall thereafter be void. |
| 25. Be it further ordained,
That if any person or persons shall intrude upon said railroad, by
any manner of use thereof, or of the right and privilege 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. |
| 26. Be it further ordained,
That if any person or persons shall wilfully and maliciously destroy, or
in any manner hurt or damage, or shall wilfully and 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 or obstruct the said
railroad, or any bridge or vehicle used for or in the transportation
thereon, any watertank, warehouse, or 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 less than one nor
more than six months, 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 one so offending against the provisions of this clause to defend
himself by pleading or giving in evidence that he was the 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. |
| 27. Be it further ordained,
That every obstruction to the safe and free passage of vehicles on said
road shall be deemed a public nuisance, and be abated as such by any
officer, agent or servant of said company; and the person causing such
obstruction may be indicted for creating a public nuisance. |
| 28. Be it further ordained,
That the said company shall have the right to take at the storehouses
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 they, by rules, may establish, (which they
shall cause to be published) 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 nor 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 the power to transport immediately. |
| 29. Be it further ordained,
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 among the stockholders in proportion to the
stock each may own. |
| 30. Be it further ordained,
That the following officers and servants and persons in the actual
employment of said company be, and they are hereby exempt from the
performance of jury and ordinary militia duty: 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 a may
be working the locomotive engines and traveling with the cars for the
purpose of attending to the transport of produce, goods and passengers
on the road. |
| 31. Be it further ordained,
That if the Legislature of Virginia shall sanction this charter, and
authorize the construction of said road within the limits of Virginia to
the Richmond & Danville Railroad, and said road shall be so constructed,
the said corporation hereby created shall, nevertheless, have power and
authority to construct and build one or more branches of said road to
the Coalfields of Dan river, and the navigable waters on Smith's river,
in the county of Rockingham, and are hereby vested with the rights,
powers, privileges and immunities to build and construct said branch or
branches with which they are invested to build the main road; and the
said road, with its branches, authorized to be constructed under this
charter, shall be of the same guage as the North-Carolina Railroad; and
the North-Carolina Railroad Company shall have the right, under this
charter, to construct a branch of their road from Hillsboro' at [to] or
near Danville. |
| 32. Be it further ordained,
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
purposes, free from any liability whatever. |
| 33. Be it further ordained,
That any one or more of the solvent incorporate railroad companies of
the said States, and also the Confederate States of America, may
subscribe for stock in said company, and should the Confederate States
of America subscribe for and take the whole of such stock, or the larger
part thereof, power and authority are given to said Confederate States
of America to appoint for the time being the whole of the said
directors, anything in this ordinance to the contrary nowithstanding,
and at once locate and commence the construction of said road, and hold
the stock so taken by them until individuals and corporations shall be
prepared to receive an assignment of the same, or any part or parts
thereof, as hereinafter provided. |
| 34. Be it further ordained,
That as soon as, under the supervision of the general commissioners, as
by this ordinance provided, there shall be subscribed by the Confederate
States of America, incorporated companies, or solvent individuals, not
less than one hundred thousand dollars of stock, with the five per
cent. thereon paid in, the same shall be certified by said general
commissioners to said directors, on which being done, it shall be the
duty of said directors to have the names of such stockholders recorded
on the books of said company, together with the stock subscribed by
each, and to cause to have issued to said stockholders certificates of
stock in said company, (to each in proportion to the subscriptions made
by the,) when they shall have paid up their subscriptions in full,
including in their payments the five per cent. which they shall
have paid to the said general commissioners, and which the said general
commissioners, as hereinbefore provided, shall pay to said company. |
| 35. Be it further ordained,
That as soon as subscribers other than the Confederate States of
America, as herein provided, shall have their names as stockholders
recorded on the books of said company as owners of not less than one
hundred thousand dollars of stock, with the five per cent.
thereon paid in, from and after that time such stockholders, in all
general meetings, shall have power to elect five of the said nine
directors, and the President of the Confederate States of America, or
such other person as the Confederate States may determine, to appoint
four of said directors, and continue to do so until the stock of the
said Confederate States, by sale or transfer, shall be reduced to less
than half of the entire stock of said company; then, and from and after
that time, the vote of the said Confederate States of America in the
election of directors, and on all other questions, shall be in
proportion to the stock held by them: Provided, That at such
elections no stockholder shall give more than two hundred votes. |
| 36. Be it further ordained,
That full right and privilege is hereby reserved to the State, or to any
company hereafter to be incorporated under the authority of this State,
to connect with the road hereby provided for, any other railroad leading
therefrom to any part or parts of this State; Provided, That in
joining such connection, no injury shall be done to the works of the
company hereby incorporated. |
| 37. Be it further ordained,
That the corporate franchises and privileges hereby granted shall cease
and determine at the expiration of ninety-nine years from the day of the
passage of this ordinance. [Ratified the 8th day of February, 1862.] |
|