NCA, M&Y 2-20-61

NCA, M&Y 2/20/1861

{Acts of the North Carolina General Assembly}

An Act to Incorporate the Milton & Yanceyville Junction 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 for the purpose of constructing a railroad from some point on the North Carolina line, at or near Milton, by way of Yanceyville, to the North Carolina Railroad at the workshops, with the privilege of connecting the same with the Richmond & Danville Railroad, when authorized by the Legislature of Virginia, the formation of a company is hereby authorized, with a capital stock of five hundred thousand dollars, called the "Milton & Yanceyville Junction Railroad Company," and when formed in compliance with the conditions hereinafter prescribed, to have a perpetual existence as a body politic and corporate.

Sec. 2. Be if further enacted, That for the purpose of creating a capital stock of said company, the following persons are hereby appointed commissioners, to wit: at Milton, under the superintendence of Samuel Watkins, John Wilson, Sen'r Dabney Terry, M. McGehee, N. M. Lewis, Thomas Donoho; at Yanceyville, under the superintendence of John A. Graves, Samuel P. Hill, Thomas D. Johnston, Thos. Bigelow, and George Williamson; at Greensboro'. under the superintendence of Jas. R. McLean, James Sloan, R. P. Dick, and R. Gorrell; at Graham, under the superintendence of E. M. Hatt, Dr. John Ruffin, Jesse Gant, George Patterson; at Locust Hill, under the superintendence of Calvin Graves, Chesley Turner, Antiochus Baswell, Dr. James E. Williamson, Anthony Williamson; at Anderson's Store, under the superintendence of Dr. John Q. Anderson, A. B. Walker, J. Bird, Thornton Baines, and at such places and by such other persons as the commissioners at Yanceyville may direct; whose duty it shall be to open books for the subscription of stock, at such times and places, and under the direction of such persons as they, or a majority of them may deem proper; and said commissioners shall have power to appoint a chairman of their body, treasurer, and other officers, and to sue for and recover all sums of money that should be received by them under this act.

Sec. 3. Be it further enacted, That when the sum of one hundred thousand shall have been subscribed in the manner and form aforesaid, in shares of one hundred dollars each, and shall have paid five per cent. on the same to the persons authorized to receive the same, and all subscriptions upon which five per cent. is not paid be null and void, the subscribers, their executors, administrators or assigns, shall be, and they are hereby declared incorporated into a company, by name and style of the "Milton & Yanceyville Junction Railroad Company;" and by that name shall be capable, in law and equity of purchasing, holding, selling, leasing and conveying estate, real, personal and mixed, and of acquiring the same by gift or otherwise, so far as shall be necessary for the purposes embraced in their charter; and shall have perpetual succession, and may sue and be sued, by their corporate name, plead and be impleaded, in any court of law or equity in the State of North Carolina, or any other State, having competent jurisdiction, and may have and use a common seal, which hey may alter or renew at pleasure; and shall have and enjoy all other rights and privileges which their [other] corporate bodies may and of right do exercise, and make all such by-laws, rules and regulations, as are necessary for the government of said company.

Sec. 4. Be it further enacted, That it shall be the duty of the stockholders, or a majority of them, as soon as the sum of one hundred thousand dollars shall have been subscribed as aforesaid, to appoint a time and place, and give at least thirty days' public notice, for stockholders to meet, at which time and place, a majority of the stock being represented in person or by proxy, shall proceed to elect nine directors out of the number of stockholders, each of whom shall possess at least two shares of stock, and shall also proceed to elect a president and treasurer, out of the number of stockholders; and the said directors shall have power to do all things necessary for the government of the company, and for the transaction of business. The persons elected directors, as aforesaid, shall serve for one year, and the election for president, treasurer and directors shall be held annually at such times and places as the stockholders may direct. But, if the day for the annual election should pass without an election of officers, the officers formerly elected shall continue in office until a new election takes place.

Sec. 5. Be it further enacted, That the election of all officers shall be by ballot, each stockholder casting as many votes as he has shares in the stock of said company, and the person receiving a majority of the stock polled, shall be considered duly elected. Each share of the stock shall be entitled to one vote, to be represented in person or by proxy -- proxies to be verified in such manner as the by-laws may prescribe.

Section 6. Be it further enacted, That the board of directors may call for 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 to be published, in one or more newspapers, for the space of one month before the day of payment; and on the failure of any stockholder to pay each instalment as thus required, the directors may sell at public auction, ten days' notice having been given, for cash, all the stock subscribed for in said company by such stockholder, and convey the same to the purchaser at said sale; and if said sale of stock do not produce a fund sufficient to pay off the incidental expenses of the 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 as due at once to the company, and may be recovered of such stockholder, or his executors, administrators, or assigns, at the suit of said company, 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. 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 subscriber, [and] the first and all subsequent assigns, shall be liable to the company, and recovered as above described.

Sec. 7. Be it further enacted, That the debt of the stockholders, due to the company for stock therein, either by the original subscriber or his assignee, shall be of equal dignity with judgments in the distributions of assets of a deceased stockholder by his legal representatives.

Sec. 8. Be it further enacted, That said company shall issue certificates of stock to its members, and said stock may be transferred in such manner as may be directed by the by-laws of said company.

Sec. 9. Be it further enacted, That said company may at any time increase its capital stock to a sum sufficient to complete said road, not to exceed an additional sum of seven hundred thousand dollars, either by opening books for subscription of new stock, or borrowing money on the credit of the company or on mortgage of its charter and works, as shall be prescribed by the stockholders.

Sec. 10. Be it further enacted, That said company shall have power to construct, as speedily as possible, a railroad, with one or more tracks, along the line as heretofore set out in this act, and shall have the privilege of using any section of said road constructed by them before the whole is completed.

Sec. 11. Be it further enacted, That all contracts or agreements authenticated by the president and secretary of the board shall be binding on the company -- such a mode of authentication to be used as the company by-laws may direct.

Sec. 12. Be it further enacted, That said company shall have the right, when necessary, to construct the said road across any public road, or along the side of any public road.

Sec. 13. 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 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 commissioners, or a majority of them, to be appointed by the country courts of the respective counties where some part of the land or right of way is situated. 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 lands or right of way being surrendered, and the benefit and advantage, he, she or they may receive by the erection of said road, and state particularly the value and aount of each, and the excess of loss and damage over and above the advantages 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, either party may appeal to the superior court. The proceedings of the said commissioners, accompanied with a full description of said land or right of way, shall be returned, under the hands and seals of a majority of the commissioners, to the court from which the commission issued, there to remain in a matter of record, and the lands or right of way, so valued by the commissioners shall vest in the said company so long as the same shall be used for the purposes of said railroad, so soon as the valuation may be paid, or when 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 lands proposed to be condemned: Provided, That the right of condemnation shall not extend to the dwelling-house, yard or garden of any individual without his consent.

Sec. 14. Be it further enacted, That the right of said company to condemn lands in the manner described in the 13th section of this act shall extend to the condemning only one hundred feet on each side of the main track of the road, 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, in like manner, shall also have power to condemn any adjoining lands for the constructing and building depots, shops, warehouses, buildings for servants, agents and persons employed on the road, not exceeding two acres in one lot or station.

Sec. 15. Be it further enacted, That all lands on which the road may be located, not heretofore granted by the State, within one hundred feet of the centre of said road which may be constructed by said company, shall vest in the company as soon as the line of the road is definitely laid out.

Sec. 16. Be it further enacted, That said company shall have the exclusive right of the 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. 17. Be it further enacted, That the said company shall have the right, and it shall be their duty, to take at the storehouses they may establish on or annex to their railroad, all goods, wares, merchandise and produce intended for transportation, prescribe the rules of priority, and charge, and receive such just and reasonable compensation for storage as the by-laws may establish, or may be fixed by agreement.

Sec. 18. 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 or death of the president may appoint a president pro tempore, to fill his place, from among their number.

Sec. 19. 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. 20. Be it further enacted, That notice of process upon the president, any director or acting agent of said company, shall be deemed lawful notice of process upon the company. [Ratified this 20th day of February, 1861.]