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receipts shall be good and sufficient vouchers for the persons holding the same.

SEC. 4. Be it further enacted, That it shall be the duty of said General Commissioners, to direct and authorize the keeping open of books for the subscription of stock in the manner above described, until the sum of fifty thousand dollars shall have been subscribed to the capital stock of said Company, when the Company shall be considered as formed, and may take measures for complete organization. To this end said General Commissioners, or a majority of them, shall appoint a time and place for the meeting of stockholders, and shall cause the same to be published in one or more public newspapers for four weeks previous to the day of meeting; at which time and place the subscribers of stock may attend in person or by proxy; and the meeting having assembled, and a proper registry made of all the subscribers who may be in attendance in person, or by proxy, said General Commissioners, or a majority of them, attending, shall present a ballot-box in which the subscribers may vote by ballot, for a President and seven Directors, to serve for one year, and until others are duly elected and enter upon the duties of their offices; and said Commissioners shall count the ballots, declare the election, and make and deliver proper certificates, under their hands, of the same.

SEC. 5. Be it further enacted, That in said election, and in all future elections of President and Directors, and in the making, altering, repealing of by-laws, and in determining on measures involving the interests of the Company, at any stated, or occasional corporate meeting, the rates of the stockholders shall be taken, and be governed by the scale and regulations following: The owner of one or two shares, shall be entitled to one vote; the owner of three or four shares shall be entitled to two votes; the' owner of five or six shares shall be entitled to three votes; the owner of seven or eight shares shall be entitled to four votes; the owner of not less than nine nor more than eleven shares, to five votes; the owner of not less than twelve nor more than fifteen shares, to six votes; the owner of not less than sixteen nor more than twenty shares, to seven votes; the owner of not less than twenty-one nor more than twenty-six shares, to eight votes; the owner of not less than twenty-seven nor more than thirty-three shares, to nine votes; the owner of not less than thirtyfour nor more than forty shares, to ten votes; the owner of not less than forty-one nor more than one hundred shares, to ten votes for forty shares, and one vote for every eight shares thereafter; the owner of more than one hundred

and not more than two hundred shares, to vote as herein provided for one hundred shares, and one vote for every ten shares above that number; and the owner of more than two hundred shares, to vote as herein provided for two hundred shares, and one vote for every twenty shares above that number. No one but a stockholder shall be capable of being a proxy, and the appointment of a proxy shall be in writing and verified as may be required by the by-laws of the Company, and any person offering to vote as a proxy, may be required by any stockholder to swear that he has no interest, directly or indirectly, in the stock on which he or she proposes to vote as proxy.

SEC. 6. Be it further enacted, That the President and Directors shall be elected annually, according to the bylaws to be made for that purpose; and in case any vacancy occurs in the Board of Directors between the periods of general elections, a majority of the Board of Directors, at any regular or stated meeting of the Board may elect, by ballot, from the stockholders, a person to fill said vacancy, until the next general election of Directors. But if it happens that the day of annual election of President and Directors shall pass without the election of all or any of them being effected, the corporation shall not be dissolved, or discontinued thereby, but said Company may make such election on any other day, and in such manner as may be prescribed by the by-laws of the corporation.

SEC. 7. Be it further enacted, That said Company is hereby authorized to construct a railroad, with one or more tracks from Greenville, Tennessee, to the North Carolina line, so as to effect a connection at the most eligible point on the Greene county and North Carolina line, with some one of the railroads leading from South Carolina, or North Carolina, to Tennessee, and for this purpose they shall have power and capacity to purchase, take, and hold in fee simple, or for years, to themselves and their successors, any lands, tenements, and hereditaments, that they may deem necessary for the site, on and along which to locate, run, and establish the railroad aforesaid, and to vary or alter the plan or plans to such breadth or dimensions, as they may see fit, and in like manner to purchase, take and hold any lands contiguous to, or in the vicinity of said railroad, that they may find necessary for the procuring, and from time to time readily obtaining all proper materials of what kind soever, for constructing, repairing, grading, and sustaining said railroad, and in like manner to purchase all private rights of way, or water courses, that may lie on or across the route through which the said railroad may pass, and also of all lands contiguous thereto, that may be found

necessary for the erection of toll houses, store houses, workshops, barns, stables, residences and accommodations for servants, agents and mechanics, and for the stabling and maintaining all animals of labor, and the said Company shall have power, if necessary, to conduct their railroad across and over any public road, river, creek, or water course, that may be in the route; Provided, the passage of the road, or the navigation of the streams be not obstructed thereby.

SEC. 8. Be it further enacted, That in any case where lands, or private rights of way may be required by said Company for the purposes, aforesaid, and the same cannot be purchased of the owner, or owners, for the want of agreement of the parties as to the price, or from any other cause, the same may be taken by the Company at a valuation to be made by five Commissioners, or a majority of them, to be appointed by the Circuit Court of the county in which any part of said land, or right of way may be situated, and the said Commissioners before they act, shall severally take an oath before some magistrate, faithfully and impartially to discharge the duty assigned them, and in making the said valuation, the said Commissioners shall take into consideration the loss or damage which may occur to the owner, or owners in consequence of the lands or right of way being taken, the establishment, or erection of the railroad, or works, and shall state particularly the nature and amount of the same, and the loss thus sustained shall form the measure of damages for said land or right of way; and the proceedings of said Commissioners, accompanied with a full description and plot of said land, shall be returned under the hand of a majority of the said Commissioners, to the Court from which the commission issued, there to remain of record; and if either party is dissatisfied with the decision of the said Commissioners, he, she, or they, may appeal to the next term of the Court granting the commission, giving a reasonable notice to the opposite party of such appeal, and the Court, upon satisfactory proof that the applicant has been injured by such valuation, shall order a new valuation to be made by a jury, who shall be charged therewith in the same term, and their verdict shall be final and conclusive, between the parties, unless a new trial be granted, and the lands, and right of way valued by the Commissioners or jury, shall vest in said company in fee simple, so soon as the valuation thereof is paid, or tendered and refused. Where there shall be an appeal as aforesaid, from the valuation of the Commissioners, by either of the parties, the pendency of such appeal shall not prevent the Company from proceeding in

the construction of their work in and upon said land or way; but when the appeal shall be made by the Company requiring the surrender, they shall be at liberty to proceed in their work only on condition of giving to the opposite party a bond with good security, to be approved by the Clerk of the Court where the valuation is returned, in a penalty equal to double the valuation, conditioned for the payment of said valuation and interest, in case the same be sustained, and in case it be reversed, for the payment of the valuation thereafter to be made by the jury, and confirmed by the Court; and in all assessments made by the Commissioners, or jury aforesaid, after the construction of the road, or of the part thereof upon the land to be valued, reference shall be had to the true value of the land at the time of the erection of the said road, or part thereof, and the use thereof by the said Company for the purposes of said road, shall be considered as an actual possession of said land, covered by said road, and the space of one hundred feet on both sides thereof.

SEC. 9. Be it further enacted, That in the absence of any written contract between the said Company, and the owner or owners of said land, through which the said railroad may be constructed, in relation to said land, it shall be presumed that the land upon which the said railroad may be constructed, together with one hundred feet on each side of the center of said road, has been granted to the said Company by the owner or owners thereof; and the said Company shall have good right and title to the same, and shall have, hold and enjoy the same, unto them and their successors, so long as the same may be used only for the purposes of the said road, and no longer, unless the person or persons to whom any right or title to such lands or hereditaments, descend or come, shall prosecute a suit for the same within two years next after the construction of such part or portion of said road as may be constructed upon the lands of the person or persons so having or acquiring such right to the title as aforesaid; and if any person or persons to whom any right or title to said lands, tenements or hereditaments belong, or shall hereafter descend or come, do not prosecute a suit for the same within two years next after the construction of the part of the said road upon the lands of the person, or persons so having or acquiring said right or title as aforesaid, then he or they, and all claiming under him, or them, shall be forever barred to recover the same; Provided, that nothing herein contained shall effect the right of femme coverts, infants, persons non compos, or beyond sea, until two years after the removal of their respective disabilities.

SEC. 10. Be it further enacted, That all lands not heretofore granted to any person, nor appropriated by law to the use of the State, within one hundred feet of the center of said road that may be constructed, be and they are hereby vested in said Company, and their successors, so long as the same is used for the purposes of said Company, and no longer.

SEC. 11. Be it further enacted, That the said Company shall, at all times, have the exclusive right of conveyance, or transportation of persons, merchandise and produce over the railroad to be by them constructed, while they see fit to exercise such right; and said Company are hereby authorized to fix and determine the rates of charge for the transportation of persons, merchandise and produce, so as to secure a reasonable and adequate return upon their capital invested, not to exceed the average annual yield on such capital, after paying all expenses of twenty per centum. The said Company may at their discretion, let, or farm out, all or any part of their exclusive right of transportation of persons, merchandise, and produce, with their privileges to any individual or individuals, or other company, and for such terms as may be agreed upon, subject always to the provision contained in this section in relation to the rates of charge; and the said Company, in the exercise of their right of conveyance and transportation, of persons or property, and the persons so taking from the Company the right of conveyance, or transportation, so far as they act on the same, shall be regarded as common carriers, and the said Company may use, or employ any section of their proposed road before the whole shall be completed, which may afford public accommodation for the conveyance of persons, merchandise and produce; and the said Company shall have power to take, at the storehouses they may establish or annex to the said railroad, all goods, wares, merchandise and produce intended for transportation or conveyance, prescribe the rules of priority, and charge such reasonable price and compensation for services and storage, as they may, by public regulations, establish, or as may be agreed upon with the owner.

SEC. 12. Be it enacted, That whenever the said Company shall see fit to farm out as aforesaid, to any person, or persons, or body corporate, any part of their exclusive right of conveyance and transportation, or shall deem it expedient to open said railroad, or any part thereof, to public use, they shall and may adopt and enforce all necessary rules and regulations, prescribe the construction and size, or burthen of all carriages and vehicles, and the ma

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