| {Acts of the North
Carolina General Assembly} |
| |
| An Act to Incorporate the Williamston & Tarboro'
Railroad Company |
| |
| 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 and
style of the Williamston &Tarboro' Railroad Company, be, and the same is
hereby incorporated, with a capital stock of thee hundred thousand
dollars, divided into shares of one hundred dollars each, for the
purpose of constructing a railroad from some point at or near the town
of Williamston, in the county of Martin, to some point at or near the
town of Tarboro', in the county of Edgecombe. |
| Sec. 2. Be it further
enacted, That for the purpose of creating the capital stock of said
company, the following persons be, and they are hereby appointed
commissioners, viz: Asa Biggs, D. W. Bagley, C. B. Hapell, John R.
Lanier and John C. Lamb, L. L. Clements, Archibald Staton, L. S. Yates,
Bryant Bennett and H. M. Mizell, of the county of Martin; Henry T.
Clarke, Wm. M. Pippins, Robt. Brown, John Norfleet, Whitmel Loyd,
Theofolus Hyman, Wm. B. Cherry, B. C. Mayo, Calvin Jones and Joshua
Lawrence, of the county of Edgecombe, whose duty it shall be to direct
the opening of books for subscription of stock at such times and places,
and under the direction of such persons, as they, or a majority of them,
may appoint; and said commissioners shall have power to appoint a
chairman of their body, and a treasurer, and all other officers their
organization may require, and to sue for all such sums of money as 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
hereafter by the general commissioner be authorized to open books of
subscription, may do so at 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, or a majority of those who act, may decide; and 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 failing to pay such 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 of
the first cash instalment, shall be paid over to the general
commissioners by the persons receiving the same; and in case of failing
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
organization, to be recovered in the county or superior courts of law
within this State, in the county where such person resides; or if he
resides in any other 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 subscription of
stock at any, and from time to time, as a majority of them 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; and all persons
receiving 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 the general commissioners, in like
manner, to pas 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 the persons holding them; and subscriptions
of stock may be received as aforesaid, or as hereafter provided for, to
the amount of three hundred thousand dollars. |
| Sec. 4. Be it further
enacted, 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 thirty-five thousand dollars, at least, shall be subscribed
in manner aforesaid, and as soon as the said sum of thirty-five thousand
dollars shall be subscribed in manner aforesaid, and the sum of five
dollars on each share paid in, as aforesaid, the subscribers to said
stock shall be, and they are hereby declared a boy politic and
corporate, in fact and in law, by the name of "The Williamston &
Tarboro' Railroad Company," with all the corporate powers and authority
hereby created and granted, to be held and exercised by said company,
and their successors and assigns, for the term of ninety-nine year, and
by that name shall be capable in law and in equity to purchase, hold,
lease, rent, sell or convey estate, real, personal or 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
intention of this charter; and shall have commission 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. |
| Sec. 5. Be it further
enacted, That as soon as the sum of twenty-five 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 at such
place as they may designate, 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 seven directors of the company, and to enact
all such rules, regulations and by-laws as may be necessary for the
government of said corporation and 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 when and where the next
election of directors shall be held, and so as such subsequent meeting,
and such electors [elections] shall henceforth be annually made. But if
the day of the annual election shall pass without any election of
directors, the corporation shall not thereby be dissolved, but it shall
be lawful on any other day to hold and make such election in such manner
as may be prescribed by the by-laws of the corporation. |
| Sec. 6. Be it further
enacted, That the officers of said company shall be managed by a
general board, to consist of seven directors, to be elected by the
stockholders from among themselves at their first and subsequent general
annual meeting; and no stockholder shall be elected a director, nor
serve as such, unless he be at the time of his election the bona fide
owner and legal holder of five shares of said stock, and shall continue
to hold the same during the term of his service. |
| Sec. 7. 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. 8. 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 the general meetings, and the vote to which each
stockholder shall be entitled, shall be according to the number of
shares he may hold, in the proportion following: that is to say, for one
share and not more than two, one vote; for every two shares above two
and not exceeding ten, one vote; for [every] four shares above ten and
not exceeding thirty, one vote; for every eight shares over sixty and
not exceeding one hundred, one vote; for every ten shares over one
hundred, one vote. |
| Sec. 9. Be it further
enacted, That at the first general meeting of the stockholders under
this act, or [a] majority of all the shares subscribed shall be
represented before proceeding to business; and if a sufficient number do
not attend 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 transacting business at all subsequent regular
of occasional meetings of stockholders and directors. |
| Sec. 10. Be it further
enacted, That the general commissioners shall make their return of
the shares of stock subscribed for, at the first general meeting of
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 so to do, they shall be personally liable to said company, to
be recovered at the suit of said company in any county or superior court
in this State, in the county wherein the delinquent resides; and in case
of his death, the same shall be recovered of his executor or
administrator. |
| Sec. 11. 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. 12. Be it further
enacted, That the said board of directors shall have power and
authority to open books for further subscription to the stock of said
company, and at such time 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 to keep open such books
from time to time, until the whole amount of capital stock be
subscribed. |
| Sec. 13. Be it further
enacted, That the said company shall have power, and may proceed to
construct, as speedily as possible, a railroad, with one or more tracks,
from some point at or near the town of Williamston, in the county of
Martin, to some point at or near the town of Tarboro', in the county of
Edgecombe, to be determined by the stockholders at their first general
meeting, or as soon thereafter as practicable; and the 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. |
| Sec. 14. 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
interest of said company may in their opinion require. The call for each
payment shall be published in one or more newspapers in this State for
the space of one month before the day of payment; and on failure of any
stockholder to pay each instalment as they [are] 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; and if said sale of stock do not
produce a sum sufficient to pay off 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 stockholders, or of
his executors or administrators, at the suit of said company, in any
court of competent jurisdiction. And in all cases of assignment of stock
before the whole amount of stock has been paid to the company, thus for
all sums due on such stock, both the original subscriber, and the first
and all subsequent assignees shall be liable to the company, and the
same may be recovered as above described. |
| Sec. 15. Be it further
enacted, That said company shall upon [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. 16. Be it further
enacted, That 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 the said road, or the appurtenances thereof, or for the
erection of depot-stations, store-houses, houses for the officers,
servants or agents for the company, or for work-shops 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. |
| Sec. 17. 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, The said company shall not obstruct any public road
without constructing another equally good and convenient. |
| Sec. 18. Be it further
enacted, That the said company shall have the exclusive right of
conveyance or transportation of persons, goods, merchandise or produce
over said road, at such charges as may be fixed on by a majority of the
directors. |
| Sec. 19. Be it further
enacted, 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 from any other cause, the same
cannot be purchased from the owner, the same may be taken at a valuation
to be made by five commissioners, or a majority of them, to be appointed
by any court of record having competent jurisdiction in the county where
some part of the land or right of way is located. In making the said
valuation, the said commissioners 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 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 whatsoever, 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:
Provided, nevertheless, That if any person or persons over whose
land the road may pass, or if said company shall be dissatisfied with
the valuation of said commissioners, then, and in that case, the party
so dissatisfied may have an appeal to the superior court in the county
wherein the valuation has been made, or in either county in which the
land may lie where it shall be in more than one county, under the same
rules, regulations and restrictions as in other cases of appeal. The
proceedings of said commissioners, 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 commission [was issued,]
there to remain a matter of record; and the land or right of way so
valued shall vest in the said company so long as the same shall be used
for the purpose of the said railroad, so soon as the valuation shall
have been paid, or where refused, may have been tendered: Provided,
That on application for the appointment of commissioners 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 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 county, or if he cannot be found, then such application shall have
been published at least one month next preceding, in some newspaper
printed as convenient as may be to the court-house of the county in
which the application is made: Provided, further, That the
valuation provided for in this section shall be made on oath by the
commissioners aforesaid, which oaths any justice of the peace or clerk
of a court is authorized to administer: Provided, further, That
the right of condemnation herein granted shall not authorized the said
company to remove the dwelling-house, yard, garden or burial-ground of
any individual, without his consent. |
| Sec. 19. Be it further
enacted, That the right of said company to condemn land in the
manner aforesaid shall extend to the condemning of one hundred feet on
each side of main track of the road, measuring from the centre of the
same; and the company shall also have power to condemn and appropriate
lands in like manner for the constructing and building of depots, shops,
warehouses, and buildings for servants, agents and persons employed on
the [road,] and [not] exceeding two acres in any one lot or station. |
| Sec. 20. Be it further
enacted, That in the absence of any contract or contracts with said
company in relation to the land 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 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 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 assessment of the value of said land
as hereinbefore directed, within two years next after that part of the
said road which may be on the said lands was finished; and in case the
said owner, or those claiming under him, 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 the respective disabilities. |
| Sec. 21. Be it further
enacted, That all lands not granted to any person heretofore, 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. 22. Be it further
enacted, That if any person shall wilfully and maliciously destroy
or in any manner hurt, damage or obstruct, or shall wilfully or
maliciously cause or aid or assist, or counsel or advise any other
person or persons to destroy, or in any manner to hurt, damage, injury
or obstruct the said railroad, or bridge, or vehicle used for
transportation on said road, or any water-tank, ware-house, or other
property of said company, such person or persons so offending shall be
liable to indictment 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 the trial takes place. |
| Sec. 23. Be it further
enacted, That the said company shall have the right to take at the
store-house they may establish on 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,) or as may [be] fixed by agreement with the
owners, which may be distinct from the rates of transportation. |
| Sec. 24. 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, semi-annually [be] divided amongst the stockholders, in
proportion to the stock each may own, |
| Sec. 25. Be it further
enacted, That all the officers of the company, and servants, and
persons in the actual employ of the company, be, and they [are hereby]
exempt from performing ordinary military duty, working on public roads,
and serving as jurors. |
| Sec. 26. Be it further
enacted, That for the purpose of ascertaining the best route for
said road, and to locate the same, it shall be lawful for said company,
by its engineer, servants and agents, to enter upon, examine and survey
any land or lands they may wish to examine for that purpose. |
| Sec. 27. Be it further
enacted, That the company aforesaid shall keep a full record of all
its proceedings; and if any of the persons named as general
commissioners refuse to act, those who do act are hereby authorized to
appoint other commissioners in their places. [Ratified the 23d day of
February, 1861.] |
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