| {Acts of the North
Carolina General Assembly} |
| |
| Ordinance to Incorporate the Washington & Tarboro'
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 for the
purpose of effecting a railroad communication between the town of
Washington and the town of Tarboro', the formation of a corporate
company, with a capital of four hundred thousand dollars, is hereby
authorized, to be called the Washington & Tarboro' Railroad Company, and
when formed in compliance with the conditions hereinafter prescribed, to
have a corporate existence a body politic in perpetuity. |
| 2. Be it further ordained,
That the said company be, and the same is herby authorized to construct
a railroad from the town of Washington, in the county of Beaufort,
through the counties of Pitt and Edgecombe, to the town of Tarboro'. |
| 3. Be it further ordained,
That for the purpose of raising the capital stock of said company, it
shall be lawful to open books under the direction of the following named
commissioners, to wit: At Washington, under the direction of John Myers,
Jos. Potts, Benj. F. Havens, B. M. Selby, and George H. Brown; at
Pactolus, under the direction of Churchill Perkins, Peyton A. Atkinson,
J. G. B. Grimes, Rippon Ward, and Henry Stancil; at Tarboro', under the
direction of John S. Dancy, R. H. Pender, R. R. Bridgers, William S.
Battle and James R. Thigpen, and at such other places and under the
direction of such other persons as a majority of the commissioners first
named may deem proper, for the purpose of receiving subscriptions to the
amount of four hundred thousand dollars, in shares of fifty dollars
each. |
| 4. Be it further ordained,
That the commissioners above named, and all other persons who may
hereafter be authorized as aforesaid to open books for subscriptions,
shall open the same at any time after the ratification of this
ordinance, first giving ten days' notice thereof, of the time and place,
in one or more of the newspapers published in Washington and Tarboro';
and the said books, when opened, shall be kept open for the space of
thirty days, at least, and as long thereafter as the commissioners first
above named shall direct, and the said first 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 subscriptions of
stock by them respectively received. |
| 5. Be it further ordained,
That whenever the sum of ten thousand dollars shall be subscribed in the
manner and form aforesaid, the subscribers, their executors,
administrators or assigns, shall be, and they are hereby declared
incorporated into a company by the name and style of the Washington &
Tarboro' Railroad Company, and by that name shall be capable, in law and
equity, of purchasing, holding, selling, leasing and conveying estates,
real, personal and mixed, and acquiring the same by gift or devise, so
far as shall be necessary for the purposes embraced within the scope,
object and intent of their charter, and no further; and shall have
perpetual succession, and by their corporate name may sue and be sued,
plead and be impleaded in any court of law and equity in this State, and
may have and use a common seal, which they may alter and renew at
pleasure, and shall have and enjoy all other rights and immunities which
other railroad corporate bodies may, and of right do exercise, and make
all by-laws, rules and regulations that are necessary for the government
of the corporation, or effecting the object for which it was created,
not inconsistent with the Constitution and laws of this State. |
| 6. Be it further ordained,
That it shall be the duty of the commissioners named in this ordinance
for receiving subscriptions in Washington, or a majority of them, as
soon as the sum of ten thousand dollars shall have been subscribed, in
manner aforesaid, to give public notice thereof, and at the same time to
call a general meeting of the stockholders, giving at least fifteen
days' notice of the time and place of meeting; a majority of the
stockholders being represented in person, or by proxy, shall proceed to
elect a president and treasurer, and six directors, out of the number of
stockholders; and the said directors shall have power to perform all the
duties necessary in the government of the corporation, and the
transaction of its business; and the persons elected as aforesaid, shall
serve such period, not exceeding one year, as the stockholders may
direct; and, at that meeting, the stockholders shall fix on the day and
place or places where the subsequent election of president, treasurer
and directors shall be held, and such election shall, thenceforth, be
annually made; but if the day of the annual election of officers should,
under any circumstances, pass without an election, the corporation,
shall not thereby be dissolved, but the officers formerly elected shall
continue in office until a new election takes place. |
| 7. Be it further ordained,
That the election of officers aforesaid, shall be, by ballot, each
stockholder having as many votes as he has shares in the stock of the
company, and the person having the greatest number of votes polled,
shall be considered duly elected to the office for which he is
nominated, and at all elections and upon all votes taken at any meeting
of the stockholders, upon any by-law or any of the affairs of the
company, each share of the stock shall be entitled to one vote, to be
represented either in person or by proxy; and proxies may be verified in
such manner as the by-laws of the company may prescribe. |
| 8. Be it further ordained,
That the board of directors may fill any vacancies that my occur in it
during the period for which they have been elected, and in the absence
of the president, may appoint a president pro tempore, to fill
his place. |
| 9. Be it further ordained,
That the board of directors may call for 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 of the State, for one month 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 stockholder, and convey the same to the purchaser at the
said sale, and if the said sale of stock does not produce a sum
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, either by summary motion in any court of superior
jurisdiction in the county where the delinquent resides, on previous
notice of ten days to said subscriber, 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 stocks, both the original
subscriber and all subsequent assignees, shall be liable to the company,
and the same may [be] recovered as above described. |
| 10. Be it further ordained,
That the debt of the stockholders due to the company for stock therein,
either as original proprietor, or first or subsequent assignee, shall be
considered as of equal dignity with judgments in the distribution of
assets of a deceased stockholder by his legal representatives. |
| 11. 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. |
| 12. Be it further ordained,
That the said company may, at any time, increase its capital stock to a
sum sufficient to complete said road, not exceeding the additional sum
of one hundred thousand dollars, by opening books of subscription of new
stock, or borrowing money on the credit of the company, and the mortgage
of its charter and works, and the manner in which the same shall be
done, in either case, shall be prescribed by the stockholders. |
| 13. Be it further ordained,
That all contracts or agreements, authenticated by the president and
secretary of the board, shall be binding on the company, with or without
a seal; such a mode of authentication shall be used as the company, by
their by-laws, may adopt. |
| 14. Be it further ordained,
That the said company may purchase, in fee, or for a term of years, any
lands, tenements or hereditaments, which may be necessary for said road,
or for the erection of depositories, storehouses, houses for the
officers, servants or agents of the company, or for workshops or
foundries, to be used by the company, or for procuring stone or other
material necessary to the construction of the road or effecting
transportation, and for no other purposes whatever. |
| 15. Be it further ordained,
That the company shall have the right, when necessary, to construct the
said railroad across any public road or along the side of any public
road: Provided, That the said company shall not obstruct any
public road without constructing one equally as good and s convenient as
the one taken by the company. |
| 16. Be it further ordained,
That when any lands or right of way may be required by the company for
the purpose of constructing their road, building warehouses,
waterstations, workshops or depositories, and for want of agreement as
to the value thereof, or from 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 a jury of god and lawful men, to be summoned by the
sheriff of the county in which the land required by the company may lie;
and in making the said valuation, the said jury shall take into
consideration the loss or damage which may occur to the owner or owners
in consequence of the land or right of way being surrendered, and the
benefit or advantage he, she or they may receive from the erection of
said road, and shall state particularly the value and amount of each;
and the excess of loss or damage over and above the advantages and
benefit shall form the measure of valuation of the land or right of way:
Provided, nevertheless, That if any person or persons over whose
lands said roads may pass, or the company should be dissatisfied with
the valuation thus made, then, and in that case, either party may have
an appeal to the next court of the county, to be held thereafter; and
the sheriff shall return to said court the verdict of [the] jury, with
all the proceedings thereon, and the lands or right of way so valued by
the jury shall vest in the company so long as the same may be used for
the purposes of said railroad, so soon as the valuation be paid, or if
refused, paid over to the clerk of the county court: Provided
further, That the right of condemnation shall not authorize the said
company to invade the dwelling house yard, garden or graveyard of any
individual without his consent. |
| 17. Be it further ordained,
That the right of said company to condemn land in the manner described
in the above section, shall extend to the condemnation only of one
hundred feet on each side of the main track of the road, and from the
centre of the same, except in case of deep cuts and fillings, when the
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 have power to condemn and appropriate
land for the building of depots and shops, not exceeding five acres in
any one lot or station. |
| 18. Be it further ordained,
That the said company shall have the exclusive right of conveyance or
transportation of persons, goods, merchandise and produce over said
road, at such charges as may be fixed by a majority of the directors. |
| 19. Be it further ordained,
That the profits of the company, or so much thereof as the board of
directors may deem advisable, shall, when the affairs of the company
will permit, be annually or semi-annually divided among the stockholders
in proportion to the stock each may own. |
| 20. Be it further ordained,
That notice of process upon the president, or any of the directors
thereof, shall be deemed and taken to be due and lawful notice of
service upon the company. |
| 21. Be it further ordained,
That the company shall have power to construct branches of said road to
connect with any other road that may be constructed east of the
Wilmington & Weldon railroad, and any contract that may be entered into
with any other railroad company by the president and directors of said
company, after the consent of a majority of the stockholders first
obtained, shall be binding on the company. |
| 22. Be it further ordained,
That it may be lawful for the Washington & Tarboro' railroad company to
make and issue bonds to an amount not exceeding fifty thousand dollars,
to be signed by the president of said company, under the common seal of
the same, in sums of five hundred dollars each, bearing interest at the
rate of seven per cent. or less per annum, to be paid
semi-annually. |
| 23. Be it further ordained,
That to secure the faithful payment of said bonds, it may and shall be
lawful for the president and directors of the Washington & Tarboro'
railroad company to make, execute and deliver to such person as the
company may select or appoint, a deed of trust or mortgage, under the
common seal of said company, wherein shall be conveyed to the person
thus appointed trustee, the road, property, income and franchise of said
company, acquired or to be acquired, conditioned for the payment of the
interest and final redemption of said bonds. |
| 24. Be it further ordained,
That all officers of the company, and servants, and persons in the
actual employment of the company, may be, and they are hereby exempt
from performing ordinary military duty, (except in case of insurrection
or invasion,) working on public roads and serving as jurors. |
| 25. Be it further ordained,
That all the work hereby required, shall be executed with due
diligence, and if it be not commenced within four years after the
ratification of this ordinance, then this charter shall be void. |
| 26. Be it further ordained,
That this ordinance shall be in force from and after its ratification,
and shall be regarded as a public ordinance. [Ratified the 7th day of
February, 1862] |
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