| From the Raleigh Standard |
| |
| June 4, 1862 |
| |
| An Ordnance to charter the Florence & Fayetteville
Railroad Company |
| Section 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 establishing a communication by railroad, between
Fayetteville, N. C. and Florence, S. C., the formation of a corporate
company, with a capital of one million five hundred thousand dollars,
to be called the Fayetteville & Florence Railroad Company, and
when formed in compliance with the conditions hereinafter prescribed,
to have a corporate existence as a body politic. |
| Sec. 2. Be it further ordained, That
the said company be, and the same is hereby authorized to construct a
railroad from Fayetteville, N. C., to Florence, S. C., upon such route
as may be determined upon by said company after the same shall have
been formed. |
| Sec. 3. Be it further ordained, That
for the purpose of raising the capital stock of said company, it shall
be lawful to open books in the town of Fayetteville, under the
direction of the following commissioners, to-wit: Augustus W. Steele,
David A. Ray, A. A. McKethan, Wm. McL. McKay and J. M. Rose, and at
such other places, and under the direction of such other persons as a
majority of the above named commissioners may deem proper, for the
purpose of receiving subscriptions to an amount not exceeding one
million five hundred thousand dollars, in shares of one hundred
dollars each. |
| Sec. 4. Be it further ordained, That
the commissioners above named, and all others who may be hereafter
authorized as aforesaid, to open books for subscription, shall open
the same at any time after the ratification of this ordnance, first
giving twenty days notice thereof of the time and place, in one or
more of the newspapers in the town of Fayetteville, and the said
books, when opened, shall be kept open for the space of sixty days, at
least, and the said first named commissioners shall have power to call
on and require all persons authorized to receive subscriptions of
stock, from time to time, as a majority of them may see proper, to
make returns of the subscriptions of stock, by them respectively
received. |
| Sec. 5. Be it further ordained, That
whenever the sum of one hundred thousand dollars shall be subscribed
by solvent men, in manner and form aforesaid, the subscribers, their
executors, administrators, or assigns, shall be, and are hereby
declared incorporated into a company by the name and style of the
Florence Railroad Company, and by that name shall be capable in law
and equity, of purchasing, holding, selling, leasing, and conveying
estates, both real and personal, and of acquiring the same by gift or
devise, so far as shall be necessary for the purposes embraced within
the intent of their charter, and no further, and may by their
corporate name, 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 corporate bodies may and
of right do exercise, and make all such by-laws rules and regulations
as 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. |
| Sec. 6. Be it further ordained,
That it shall be 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. |
| Sec. 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 officers of
the Company, each share of stock shall be entitled to one vote, to be
represented in person or by proxy, and proxies may be verified in such
manner as the by-laws of the Company may prescribe. |
| Sec. 8. Be it further ordained,
That the Board of Directors may fill any vacancies that may 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. |
| Sec. 9. Be it further ordained,
That the Board of Directors may call for the sums subscribed as stock
in the said company, in such instalments as the interests of the
company 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 he stock
subscribed for in said company by such stockholders, and convey the
same to the purchaser at said sale; and if the said sale of stock do
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 subscriptions 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 any
action of assumpsit, in any court of competent jurisdiction, or by
warrant before any Justice of the Peace, when the sum does not exceed
the sum of 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 subsequent assignees, shall be liable to the company and
the same be recovered as above described. |
| Sec. 10. Be it further ordained,
That the debt of the Stockholders due to the Company for stock
therein, either as original proprietors, or as first or subsequent
assignees, shall be considered as of equal dignity, with judgments in
the distributions of assets of a deceased stockholder by his legal
representatives. |
| Sec. 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. |
| Sec. 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, by opening books for subscription of
new stock, or borrowing money on the credit of the company, and on 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. |
| Sec. 13. Be it further ordained,
That said Company shall have power of using any section of said road
constructed by them, before the whole of the said road is completed,
and may charge for transportation thereon. |
| Sec. 14. Be it further ordained, That
all contracts or agreements, authenticated by the President and
Secretary of said road shall be binding on the Company, either with or
without a seal. Such a mode of authentication shall be used as the
Company by their by-laws may adopt. |
| Sec. 15. Be it further ordained,
That the said Company may purchase and have, and hold in fee, for a
term of years, any lands, tenements, or hereditaments, which may be
necessary for the said road, or for the erection of depositories,
houses for the officers and agents of the Company, or for workshops,
or foundries for the Company, or for any other purposes for the
furtherance of said road. |
| Sec. 16. 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 first constructing one equally as good and
convenient as the one taken by said Company. |
| Sec. 17. Be it further ordained, That
when any land or right of way be required by said Company, for the
purpose of constructing their road, building warehouses, water
stations, workshops or depositories, and for want of agreement as to
the value thereof, 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
good and true men, or as summoned by the Sheriff of the county in
which the land may lie, and in making the said valuation, the said
jury 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 also any special benefit or advantage, be, or
they may receive from the erection of the said road, and shall state
the value and amount of each, and the excess of loss or damage over
and above the advantages, shall form the measure of valuation of land
or right of way; Provided, nevertheless, That if any person
over whose land the said road 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 Court of the county, to be held
thereafter, and the Sheriff return to said Court the verdict of the
jury, with their proceedings thereon, and the lands or right of way so
valued by the jury, shall vest in the Company so long as the same
shall be used for the purpose of said Railroad, so soon as the
valuation may be paid, or if refused, paid over to the Clerk of the
County Court: Provided, That the right of condemnation shall
not authorize the said Company to invade any dwelling house, yard,
garden, or graveyard of any individual without his consent. |
| Sec. 18. Be it further ordained, That
the said Company shall have the exclusive right of conveyance or
transportation, of persons or goods, merchandize and produce of all
kinds over said road, at such charges as may be fixed on by a majority
of the Directors. |
| Sec. 19. Be it further ordained,
That the profits of said 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 their stock. |
| Sec. 20. Be if further ordained,
That notice of process upon the President or any of the Directors
shall be deemed and taken as due and lawful notice of service upon the
Company. |
| Sec. 21. Be it further ordained,
That the said Company shall have power to construct branches to said
road and connect with any other railroad that may be constructed, and
any contract that may be entered into with any other rail road
company, by the President and Directors of said Company, after the
consent of a majority of the stockholders, first obtained, shall be
binding on said Company. |
| Sec. 22. Be it further ordained, That
it may and shall be lawful for the Fayetteville & Florence
Railroad Company, to make and issue bonds to an amount not exceeding
one million dollars, to be signed by the President of said Company,
under the common seal of the same, in sums of one hundred dollars
each, bearing interest at seven per cent., and redeemable according to
the contract that may be made at the time of the sale. |
| Sec. 23. Be it further ordained, That
to secure the faithful payment of said bonds, it may be lawful for the
President and Directors of said Company to make and execute a mortgage
or deed of trust under the common seal of said Company, wherein shall
be conveyed to the person thus appointed trustee, the road, property
and franchises of said Company, conditioned for the payment of the
interest and final redemption of said bonds. |
| Sec. 24. 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 ordnance, then this charter to be void. |
| Sec. 25. Be it further ordained,
That it shall be lawful for all solvent corporations to take stock in
the said road, which stock, when taken, shall be represented by the
Presidents of said corporations, and in the case of a county, by the
chairman of the County Court. |
| Sec. 26. Be it further ordained,
That this ordinance be in force from and after its ratification, and
shall be regarded as a public act, and shall be continued in force
until the year nineteen hundred; Provided, That nothing herein
contained shall be so construed as to authorize an appropriation to
said road by the State, or allow said corporation banking privileges. |
| Passed and ratified in open Convention,
the 12th day of May, A. D., 1862. |
| W. N. Edwards |
| Pres. of Con. |
| Teste: |
| W. L. Steele, Sec. |
| L. C. Edwards, Ass't. Sec. |
|