| From the Raleigh State Journal |
| |
| March 8, 1862 |
| |
| North Carolina State Convention |
| [No. 8] |
| 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, must direct and practicable route from the Richmond &
Danville Railroad 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:
William T. Sutherlin, of Danville; William P. Watt, John H. Dillard,
George D. Boyd 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 James 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 Mcbane, Jesse Grant and Eli F. Watson, of Alamance; John
W. Cunningham, Edwin G. Read and Thomas McGee, of the county of
Person; William Johnston, of the town of Charlotte; James C.
Turrentine and Wm. F. Strayhorn, of thye county of Orange; Benjamin A.
Kittrell, of the town of Lexington; H. C. Jones, Sr., of Salisbury;
Jona 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
meantime it shall and may be lawful for books of subscription to said
stock to be opened in the town of Charlotte under the direction of
John A. Young, William Johnston, and James W. Osborne or any one of
them; in Concord under the direction of V. C. Barritger, Calab 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.
Mabrey 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. Jones and S. Taylor, or any one of them; at
Graham under the direction of Thos. Ruffin, Jr., John Trollinger and
Edward Holt, or any one of them; at Roxboro' under the direction of
Chas. 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 Thos. W. Graves, or any one of them; at Milton under the direction
of Samuel Watkins, John Wilson and Thomas Dunaho, 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. Jn. Seales, Joseph H. Cardwel 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. Seales and George W.
Garrett, or any one of them; at Danville, Va., under the direction of
William T. Sutherlia, 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 R. 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 banks of
subscription, may be 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 one 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 installment,
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 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, the,
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 installment, 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
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 purpose embraced within the scope, object and intent of this
charter, and shall have perpetual succession and a common seal, which
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 corporations, 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 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 the stockholders from
among themselves, at their first and subsequent general annual
meetings, and no stockholder shall be elcected a director, no 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 if 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, 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 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 installments 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 installment 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 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 of 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, the, 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 if further ordained, That
said company shall issue certificates of stock to its members, and
said stock may be transferred in such manner and for 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 as the 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
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 proceeding 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 of 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 if 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
tract 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 theret as may be necessary for the purpose
of constructing said road, and the said 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 if further ordained, That in
the absence of any contract or contract 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 there
of, 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 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 an
assessment or compensation therefor; Provided, Nothing herein
contained shall 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 there with,
without permission, or contrary to the will of and 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 willfully and maliciously destroy, or in
any manor hurt or damage, or shall willfully and maliciously cause to
aid or assist, or counsel and advise any other person or propose to
destroy, or in any manor to hurt, damage, injure or obstruct the said
railroad, or any bridge or vehicle paid for or in the transportation
thereon, any water-tank, 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
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
??? for any one so offending against the provisions of this clause to
defend himself by pleading or giving in aid so 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
allowed or caused t be done. |
| 27. Be it further ordained, That
every obstruction to the ??? 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 erecting a public nuisance. |
| 28. Be it further ordained, That
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 as 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 connection 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 on 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 inclined to
build the main road; and the said road, with its branch, authorized to
be constructed under this charter, will 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 own
from Hillsboro' at 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 officers, 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. |
| 33. Be it further ordained, That any
one or more of the various incorporate railroad companies of the said
States, and of the Confederate States of America, may subscribe 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 notwithstanding, and at
??ate and commence the construction of said road, and hold the stock
as taken by them until individuals and corporations shall be prepared
to receive an assignment of the stock, 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 ??? 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
in 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 them,) when they shall have paid up their subscriptions in
full, including in ??? the five per cent. which they shall have paid
to 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 ??? the Confederate States of America, as herein
provided, shall have their names as stockholders recorded in the books
of said company as owners of not less than one hundred thousand
dollars of stock, with the five per cent. paid in, from and after that
time such stockholders, ??? meetings, shall have power to elect five
of the said 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, ??? to do so until the stock of the
said Confederate States ??? or transfer, shall be reduced to less than
??? stock of said company; then, and from thereafter that date, the
vote of the said Confederate States of America in the election of
Directors, and all other ??? 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 shall be reserved to the State, or to any
company here??? be incorporated under the authority of this State, ???
with the road hereby provided for, any other ???leading therefrom to
any part or parts to this ??? Provided, That in joining such
connection no injury shall be done to the work of the company hereby
incorporated. |
| 37. Be it further ordained, That the
corporate franchise and privileges hereby granted shall cease and
determine at the completion of ninety-nine years from the day of the
passage of this ordinance. |
| Passed and Ratified in open
Convention the 8th day of February, A. D. 1862. |
| W. N. Edwards |
| President of the Convention |
|