terials of which they shall be made, that shall be used on said road, and the locomotive power that shall be applied to, or used with them.

SEC. 13. Be it further enacted, That the President and Directors of said Company, a majority of them being present, shall have power and authority to nominate and appoint a Secretary and Treasurer, and all other officers, agents and servants that they may deem necessary, or that may be prescribed in the by-laws of the said Company, and to remove the same at pleasure; and also to require and take from all the officers, agents and servants, such bonds and security, as the board or the by-laws may prescribe, for procuring the fidelity, obedience and accountability of the said officers, agents and servants, and their punctual surrender and delivery of all moneys and property, on the termination of their offices, by resignation, removal, expiration of their term or otherwise.

SEC. 14. Be it further enacted, That every subscriber or holder of stock in said Company shall pay to the Company the amount of the shares by him or her subscribed, or held, in such installments, not exceeding ten per centum at any one time, and at such periods, with intervals of not less than sixty days, as shall be subscribed and called for by the Directors; of which periods of payment, and the sums required, the Board of Directors shall cause public notice to be given for at least four weeks previous to such periods of payment, by advertisement in one or more public newspapers, and on failure of any subscriber or stockholder to pay up any installments so called for by the Directors, the shares upon which default shall be made, together with any part payment thereon, shall be forfeited to the Company, and be appropriated as they shall see fit; and the said Company shall and may prescribe in and by their bylaws, rules and regulations, the mode of issuing the evidence of stock and the manner, terms and conditions of assigning and transferring the same.

SEC. 15. Be it further enacted, That the President and Directors of said Company shall have power to call for all installments, declare all dividends of profits, make all contracts and agreements in behalf of the Company, and to do and perform all other lawful acts and deeds which, by the by-laws of the corporation, they may be authorized and required to do and perform; and the acts and contracts of said board, authenticated by the signatures of the President and Secretary, shall be binding on the Company without seal. The Directors shall not exceed in the contracts the amount of capital in the Company; and in case they do so, the President and Directors who are present at the meet

ing when any such contract, exceeding the capital, shall be made, shall be jointly and severally liable for the excess, as well as to the contractors of the Company: Provided, that any one may discharge himself from liability by voting against such contract, and causing such vote to be recorded in the minutes of the Directors, and giving notice thereof to the next general meeting of stockholders. The President and Directors shall keep minutes of all their meetings, and of the acts there done; and they shall make a full report of the state of the Company and its affairs, to a general meeting of the stockholders, at least once a year, and oftener if so directed by the by-laws; and they shall have power to call a general meeting of the stockholders when they deem it expedient; and the Company may provide in their by-laws for the occasional meeting of the stockholders, and prescribe the mode of calling the same.

SEC. 16. Be it further enacted, That the following officers and persons, while in the actual employment of said Company, shall be exempt from the performance of military duty, and from service on juries, to wit: The chief engineer and assistant engineers, the commissioner and superintending officer, the secretary and treasurer, keepers of the depositories, the guards stationed on the road to protect it from injuries, and all persons actually employed in working the locomotive engines and in traveling with cars for the purpose of attending to the transportation of passengers or goods on said road.

SEO. 17. Be it further enacted, That said Company may at any time increase their capital stock to an amount sufficient to complete and equip the road hereby authorized to be built; and for this purpose may levy an assessment of not more than twenty per cent. on the stock subscribed, or cause books to be opened for further subscription of stock, under such rules, regulations and restrictions, as they may prescribe.

SEC. 18. Be it further enacted, That the franchise hereby granted shall vest in, belong to, and be enjoyed by said Company and their successors, for the period of one hundred and ninety years, and the profits thereof shall be divided among the shareholders, in proportion to the stock owned by them respectively, during which term the stock of said Company, and the real estate which may be purchased by them, and connected with, or subscribed to their works hereby authorized, shall be exempted from taxation.

SEC. 19. Be it further enacted, That on the failure of any stockholder to pay his installments, or any one of them, as called for, and his or her stock shall be sold by the Company as herein provided, and the same does not produce

a sum sufficient to pay off the incidental expenses of said sale, and the entire amount due the said Company for such subscription of stock, then, and in that case, the whole of such balance shall be held due to said Company, and may be recovered of such stockholder, or his executors or administrators at the suit of said Company, either by summary motion in the circuit court in the county where the delinquent resides, on a previous notice of ten days to such delinquent subscriber, or by an action of assumpsit in any court of competent jurisdiction, or by a warrant before a justice of the peace, when the sum does not exceed one hundred dollars, before the whole amount has been paid to the Company, then for all sums due on said stock, both the original subscriber, and the first and all subsequent assignees shall be liable to the Company, and the same may be recovered as above described.

SEC. 20. Be it further enacted, That the installments due the Company from any of the stockholders, either as original proprietor, or subsequent purchaser, or assignee, shall be considered as of equal dignity with judgments in the distribution of assets of a deceased stockholder by his personal representative.

SEC. 21. Be it further enacted, That in case a vacancy shall happen between two periods of general election, in the office of President of the Company, by resignation, removal, death or otherwise, another shall be appointed by the Directors, from among themselves, or the stockholders. of the Company, who shall have and exercise all the powers, privileges and authority pertaining to said office, until another is duly elected and entered upon the duties thereof.

SEC. 22. Be it further enacted, That in all annual or occasional meetings of the stockholders, a majority of stock, and in all meetings of the Directors, a majority of the Directors, shall constitute a quorum to do business.

SEC. 23. Be it further enacted, That no share shall at any time be sold, conveyed, transferred, or held in trust for the use and benefit of another, whereby the said Company or any member thereof, shall be made to answer any such trust; but that every such person appearing to be the owner of stock, shall, as to all others of the Company, be to every intent and purpose taken absolutely as such; but between the trustees and the person for whose benefit such trust shall be executed, the common remedy may be pursued.

SEC. 24. Be it further enacted, That the said Greenville and North Carolina Railroad Company shall have power to borrow on the credit of said Company, any amount they

Regleville,
Unionville and

Shelbyville Turn
pike Company.

Railway Company.

may see fit, not exceeding five hundred thousand dollars, and may give a mortgage or lien on said road, or any portion thereof, which money shall be expended only in the construction of said road: Provided, however, that should the State grant State aid to said road, then in that case, the lien of the State shall have priority over any other mortgage or lien that may, by the Company, be given to any person or persons whatsoever: Provided, that nothing contained in this act shall be so construed as to impair in any manner vested chartered rights of any turnpike company near, or over which said railroad may be built, without a reasonable compensation to said turnpike companies for any damages they may sustain by the building of the same.

SEC. 25. Be it further enacted, That the Directors of the Eagleville, Unionville and Shelbyville Turnpike Company be and the same are hereby authorized to consolidate their two toll-gates, Nos. 2, and 3, on said road, between Eagleville and Rover, and put up a gate at any point they may in their discretion think best between Mrs. Marshall's and John Jordan's, and that said Company may demand and receive double the rates of toll they are authorized to receive at a single gate on said road; provided that no person shall be required to pay double toll who would not have been required to pay at the two gates, had they not been consolidated.

SEC. 26. Be it further enacted, That any person passing through or round said gate, and refuse to pay toll as required by law, shall be liable to all the pains and penalties of existing laws for trespassing against any other tollgate.

SEC. 27. Be it further enacted, That this act shall be regarded as a public act, and given in evidence as such; and shall be in force from and after its passage, but shall be subject to alteration, amendment, or repeal, whenever the public good may require the same.

SEC. 28. Be it further enacted by the General Assembly of the State of Tennessee, That John S. Stanton, Thomas L. Sullivan, John D. Williams, William D. FerguMississippi River Son and Jesse Moore, of Shelby county, and John T. Fields and William G. Fields, of Dyer county, together with such persons as are now, or may hereafter become associated with them and their successors and assigns shall constitute a body corporate, and they are hereby incorporated under the name and style of the "Mississippi River Railway Company," and in that name they shall have for a period of ninety-nine years; may sue and be sued, plead and be impleaded, and shall possess and enjoy all the rights

and privileges and immunities of such corporation, with power to make such by-laws, ordinances, rules and regulations, not inconsistent with the laws of this State or of the United States, as shall be necessary to the well ordering, regulating and conducting the affairs of said Company, and their directors, officers and servants.

SEC. 29. Be it enacted, That said corporation shall be capable in law to buy, receive by gift, hold, sell and convey real and personal estate as hereinafter provided, make contracts, and have and use a common seal, and the same to alter and destroy at its pleasure; shall have seven Directors, a President, and such inferior officers and agents as shall be deemed necessary by the Board, from time to time, and in the absence of the President, may appoint a President, pro tem.

SEC. 30. Be it enacted, That the capital stock of said Company shall be three millions dollars, to be divided into shares of one hundred dollars each; which shares may be subscribed by corporations, cities, counties or individuals; and shall be deemed personal property, and may be transferable and transferred in such manner and at such times and places as the by-laws of said Company shall direct, and it shall be lawful for said Company to increase the capital stock of the same from time to time should it become necessary for the purpose of constructing and equipping the railroad hereby authorized to be constructed and equipped: Provided, that said Company may commence the construction of said road with all the powers and privileges contained in this act, whenever the sum subscribed to the capital stock shall exceed two hundred thousand dollars.

SEC. 31. Be it enacted, That the persons named in the first section of this act or a majority of them, shall open, or cause to be opened, on the first day of April, 1858, books for subscription to the capital stock of the Company, in the city of Memphis, Shelby county; in Covington, Tipton county; in Ripley, Lauderdale county; in Dyersburg, Dyer county, and in Troy, Obion county. If more than three thousand shares of stock shall be taken, or subscribed, the stockholders shall have the power to make the shares as subscribed the capital stock of said Company, and in case a greater amount of stock shall be subscribed than thirty thousand shares, the stockholders or the Board. of Directors elected by them, shall reduce the same to that number, by striking off from the highest in succession in such manner that no subscription shall be reduced while one remains larger.

SEC. 32. Be it enacted, That the President and Direc