tors, who shall be shareholders, and who shall be chosen by the stockholders of said Company, shall be chosen annually by said stockholders, at such time and place as shall be designated by the Board, and shall hold their offices for the term of one year and until their successors are elected and qualified, and the Board shall have power to fill all vacancies in its own body to serve until the next regular session; and the said Directors, five of whom shall be a quorum for the transaction of business, shall elect one of their number to be President of the Board, who shall also be President of said Company; they shall also choose a Secretary and a Treasurer, who shall give bond with security to said Company, in such sums as the Directors may require, for the faithful performance of his trust.

SEC. 33. Be it enacted, That in case it shall happen at any time that an election of Directors shall not be made on the day designated by the laws of the Company, when it ought to have been made, the board may appoint any other day when such election may be holden in such manner as may be provided by the laws of the Company.

SEC. 34. Be it enacted, That the corporators named in the first section of this act, shall be the directors of the Company until the first election, so far as to open or cause to be opened books for subscription of stock at the time and places mentioned in the fourth section of this act; and they, or a majority of them, shall continue to direct the affairs of said Company until they shall be superseded by a board of President and Directors elected by the stockholders under this charter, to whom they shall deliver over all moneys, books, subscriptions and other papers, belonging, or appertaining to said Company, received by them for the use and benefit of said company, and the first election for Directors shall be held in Memphis, on the first day of May, 1858.

SEC. 35. Be it enacted, That the President and Directors shall be chosen after the first election at a session or meeting of the stockholders, to be held in one of the counties in or through which said road is proposed to be, or may be constructed; notice of which, appointing the time and place, shall be given by the Directors, which notice shall be published not less than twenty days previous thereto, in a newspaper published in each county through which said road may be intended to run, if a newspaper be published therein. Three judges of elections shall be chosen by the Board of Directors previous to the annual meeting of the stockholders, who shall be stockholders but not directors, at the time of such election, whose duty it shall be, after being duly sworn, to receive the votes of the

stockholders at such elections for president and directors, openly count the same and declare the result; and shall furnish those elected, with certificates of their election; which certificate shall be evidence of their authority to act as such. The votes of the stockholders may be cast in person or by written proxy, signed by such stockholder, and every stockholder being present in person or by proxy at such election, shall be entitled to give one vote for each share of stock such person may hold, which has been entered in the name of such stockholder on the register of the Company, either as an original subscriber, or as transferee of the stock. Executors, administrators, and guardians, and other trustees shall be authorized to vote upon stock represented by them. No person shall be eligible to hold the office of President or Director unless he shall be a stockholder, owning stock absolutely in his own right.

SEC. 36. Be it enacted, That meetings of the stockholders may be called at any time during the interval between the annual meetings, by the Directors, or by the stockholders, owning not less than one-fourth of stock, by giving thirty days' notice of the time and place of the meetings, in the manner provided for the annual elections, and when any such meeting is called by the stockholders, they shall sign their names to the call, and shall state the particular object of such meeting, and if at any such meeting thus called by the stockholders, a majority, in value, of the stockholders are not represented in person or by proxy, such meeting shall be adjourned from day to day, not exceeding three days, without transacting business, and if within said three days, stockholders having a majority of the stock, do not attend, then the meeting shall be dissolved, but if a majority shall attend said meeting, it shall be lawful for them to remove any Director, President, Secretary, Treasurer, Engineer, or other officer, elected by the stockholders or the Board, for good cause, and elect others in their stead, who shall serve until the next annual election, and until they shall be superseded by their successors, and the President shall have power to call special sessions of the Board in cases of emergency.

Sec. 37. Be it enacted, That the whole stock and property of said Company, real, personal, and mixed, and the issues and profits thereof, shall be holden in law, and are hereby declared to be personal property, and the same shall be governed by the rules, and laws governing personal property, in all cases, except as herein provided, and the said property and the profits arising therefrom, shall be vested in the respective shareholders, their heirs, executors,

administrators and assigns, in proportion of their respective shares.

SEC. 38. Be it enacted, That the capital stock of said Company shall be forever exempt from taxation, and the road with all its fixtures and appurtenances, including work-shops, work-houses, and vehicles of transportation, shall be exempt from taxation for the period of thirty years from the completion of the road and no longer.

SEC. 39. Be it enacted, That the railroad authorized by this act shall be commenced within seven years after the passage of this act, and shall be finished within twelve years threafter, otherwise the charter herein granted shall be void.

SEC. 40. Be it enacted, That all contracts and agreements authenticated by the President of the Board, shall be binding on the Company without seal, or such other mode of authentication may be used as the Company by their by-laws may adopt.

SEC. 41. Be it enacted, That said company shall have the exclusive right of transportation and conveyance of persons, goods, merchandise and produce, over the said road by them to be constructed, and that the charge of transportation and conveyance shall not exceed forty cents per hundred pounds on heavy articles, and fifteen cents per cubic foot on articles of measurement for every hundred miles, and five cents a mile for every passenger; and provided that said Company may, when they see fit, farm out their rights of transportation on said road, subject to the rates above mentioned.

SEC. 42. Be it enacted, That the Board of Directors may call for the payment of one hundred dollars on each share of stock in sums not exceeding two dollars in every thirty days; Provided, That twenty days' notice be given of such call in at least one public newspaper in the State in which any of the stockholders may reside; and a failure to pay or secure to be paid, according to the rules of the Company any of the installments so called, as aforesaid, shall induce a forfeiture of the share or shares on which default shall be so made, and all payments thereon, and the same shall vest in and belong to the Company, and may be restored to the owner or owners by the Board of Directors, if they deem proper, on the payment of all arrears on such shares and legal interest thereon; or the Directors may waive the forfeiture after thirty days' default, and sue the stockholders for the installments due, at their discretion.

SEC. 43. Be it enacted, That the Board of Directors shall once in every 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 directed by a by-law.

SEC. 44. Be it enacted, That the President, Directors, Clerks, Agents, officers and servants of said Company, shall be exempt from military duty, except in cases of invasion, or insurrection, and shall also be exempt from serving on juries and working on public roads.

SEC. 45. Be it enacted, That the Company shall have full power and authority to purchase and own such number of slaves as may be necessary for the construction of said road, and for keeping it in repair.

SEC. 46. Be it enacted, That if by decree or otherwise the said corporation shall be dissolved, the President and Directors of said Company are created trustees, with such powers only as may be necessary to collect the debts due the Company, preserve the property, pay the debts, and distribute the property and effects of the Company to those who may be entitled thereto under the charter.

SEC. 47. Be it enacted, That should the President and Directors, or a majority of the whole number elected, consider it expedient for the purpose of aiding the stockholders or hastening the completion of the contemplated road, it shall be lawful for them to borrow money on the credit of said Company, not exceeding five hundred thousand dollars at any one time, at any rate of interest not exceeding seven per cent. per annum; and the said Company may issue such evidences of such indebtedness as may be deemed proper, and secure the same by giving a lien upon the property and assets of the Company; and the said Company may sell said bonds, or evidences of debt at such rate of discount, and at such places as to them may seem advisable; and the said Company shall also have power to endorse and guarantee the payment of bonds issued for the purchase of stock in said road held by any city, county or town.

SEC. 48. Be it enacted, That the Board shall fix the pay of Directors and officers of the Company which shall not be reduced to take effect until after the next annual election.

SEC. 49. Be it enacted, That the said Company are hereby vested with all the powers and rights necessary to the construction of a railroad from the city of Memphis, in Shelby county, Tennessee, to be run through said county of Shelby, Tipton, Lauderdale, Dyer and Olion to the State line of the State of Kentucky, in the direction of Cairo, in the State of Illinois, and from the point of intersection with said State line of said State of Kentucky, thence by and with the authority and concurrence of the General As

sembly of the State of Kentucky, through the counties in said State of Kentucky lying on and bounded by the Mississippi River, to the Ohio River, opposite to the city or town of Cairo, in said State of Illinois, so as to make said railroad a connecting and continuous line from the city of of Memphis aforesaid, through the States of Tennessee and Kentucky, with the railroads in the said State of Illinois, terminating at said city or town of Cairo, between the termini, inclusive, with full power to construct branches from the main line to any point or points that may seem to be conducive to the country and to said railroad, to be determined by the President and a majority of the Directors of said Company, and to establish such depots, and stations at such point or points, and along the line of such branch roads as may by them be deemed necessary for the accommodation and transportation of freights and passengers, and that said main line of railroad, shall be located and built as near the eastern bank of the Mississippi river as may be practicable; and in addition to the powers hereinbefore granted, said corporation shall have the following special defined powers, that is to say: First, to cause such examinations and surveys for the proposed railroad to be made, as may be necessary to the selection of the most advantageous route, along the margin of said river, for the railroad, and for such purposes by their officers, agents and servants, to enter upon the lands or waters of any person, but subject to responsibility for all damages which they shall do thereto; second, to receive, hold and take, such voluntary grants and donations of real estate and personal property as shall be made to it, to aid in the construction, maintenance, and accommodation of such railroad, to be disposed as hereinbefore provided; third, to purchase, by voluntary grants and donations, receive and take, and by its officers, engineers and surveyors, and agents, enter upon, take possession of and hold and use all such lands and real estate, and other property, as may be necessary for the construction and maintenance of its railroad and stations, with the branches hereby authorized, depots and other accommodations necessary to accomplish the objects, for which their corporation is created; fourth, to lay out its road, not exceeding two hundred feet wide, and to construct the same with the necessary tracks, side-tracks, switches, stations, depots, warehouses and buildings, and for the purposes of cuttings, embankments, and procuring stone, gravel and ground work, take as much more land within the limits of this charter, in the manner provided hereinafter, as may be necessary for the proper construction and security