Library of the University of North Carolina Endowed by the Dialectic and Philan- thropic Societies n> ■^p 3 8 $ , U R I tc an FOR USE ONLY IN THE NORTH CAROLINA COLLECTION This " IUU n ^> t5tcai IvuCKORLMEa fL ^v :uc s °e/, ©; ^iBRARyf HISTORY OF THE JdUtfoli and #mtit{ ^{mlnd Cowpattg, INCLUDING ALL THE Acts of the General Assembly of North Carolina RELATING THERETO. HISTORY >v OF THE Raleigh & Gaston Railroad Company, INCLUDING ALL THE ACTS OF THE GENERAL ASSEMBLY OP NORTH CAROLINA RELATING THERETO. COMPILED BY WALTER CLARK, Esq. ATTORNEY AT LAW. RALEIGH: THE RALEIGH NEWS STEAM JOB PRINT. 1877. Digitized by the Internet Archive in 2012 with funding from University of North Carolina at Chapel Hill http://archive!org/details/historyofraleighOOclark CONTENTS. Page. Act to incorporate the Raleigh and Gaston Railroad Company, 1835., 1 Act for the relief of the Raleigh and Gaston Railroad, 7th January, 1839 21' Act to incorporate the Weldon Railroad Company, Sth January, 1S39 28 Act for the benefit of the Raleigh and Gaston Railroad Company, 12th Janu- uary, 1841 47 Act to secure the State against any and every liability incurred for tiie Raleigh and Gaston Railroad Company, and for the relief of the same, 12th Janu- uary, 1841......... , 47 Resolution concerning the bonds of the Raleigh and Gaston Railroad Company, 25th January, 1843 55 Act to amend the charters of the several Railroads in this State, 26th January, 1S4S. ......-.....; 56 Act to authorize the foreclosure of the mortgage of the Raleigh and Gaston Rail- road Company, 6th January, 1845 57 Act to enforce the State's indemnity against loss ou account of her suretyship for the Raleigh and Gaston Railroad Company, 16th January, 1847.. 64 Act for the preservation of the Raleigh and Gaston Railroad, 18th January, 1847, 67 Act to provide, for the transfer of the bonds of the Raleigh and Gaston Railroad Company endorsed by the State, 18th January, 1847 68 Resolution on the subject of the Raleigh and Gaston Railroad, 27th January, 1849 69 Act to incorporate the North Carolina Railroad Company (parts affecting the Raleigh and Gaston Railroad only .given), 27th January, 1849 ..„„.. 71 Resolution to protect the interest of the State in the Raleigh and Gaston Rail- road, 29th January, 1849 74 Resolution authorizing repairs of the Raleigh and Gaston Railroad, 28th Jan- uary, 1851 r.-. 75 Act to incorporate the Raleigh and Gaston Railroad Company, 29th January, 1851. 75 Act to amend the charter of the Raleigh and Gaston Railroad Company, 25th December, 1852 85 Resolution authorizing his Excellency ,the Governor, to appoint an agent to make*V a settlement with the present Raleigh and Gaston Railroad Company and Joseph R. Anderson, 27th December, 1852 97 Resolution in relation to the selling of Railroad iron, &c, 27th December, 1852, 98 Act to authorize the Raleigh and Gaston Railroad Company to take stock in the Roanoke Valley Railroad Company, 20th January, 1855 98 (II) Page. Act allowing the Raleigh and Gaston Railroad Company to increase the capital stock, 23d February, 1861 99 Act to authorize the Raleigh and Gaston Railroad Company to establish a ferry at Gaston for the transportation of passengers and freight across the Roanoke river, 16th December, 1865 101 Act to exempt the Raleigh and Gaston Railroad Company from rebuilding the bridge across the Roanoke at Gaston, 19th January, 1866 101 Ordinance for exchanging the stocks of the State for bonds issued before; the year 1861, 16th June 1866 102 Act to amend the charter of the Raleigh and Gaston Railroad Company, 4th March, 1867 104 Act for the protection of immigration and the settlement of the unimproved lands of the State, 4th April, 1871 106 Act to amend the charter of the Raleigh and Gaston Railroad Company, 4th December, 1871 Ill Act concerning the Chatham Railroad, amendatory of certain acts and author- izing a change of name, 13th December, 1871 112 Act to regulate mortgages by corporations and sales under the same, 1st March, 1873 114 Decision of the United States Supreme Court, Wilmington and Weldon Railroad vs. Reid, December, 1871 117 Decision of the United States Supreme Court, Raleigh and Gaston Railroad vs. Reid, December. 1S71 121 Mortgage indebtedness of the Raleigh and Gaston Railroad 123 Resolutions of the stockholders authorizing mortgage, October 3d, 1872.... 123 Resolutions of the Board of Directors to prepare mortgage 4th October, 1872... 125 Resolutions of the Board of Directors to subscribe for preferred stock in the Raleigh and Augusta Air-Line Railroad, and to execute mortgage, 23d April, 1873 125 Deed of Trust, 23d April. 1873 127 Certificate of probate of registration in Wake County 131, 132 Certificate of probate and registration in Franklm County 133 Certificate of probate and registration in Granville County 134 Certificate of probate and registration in Warren County 134, 135 Certificate of probate and registration in Halifax County 136 Form of Mortgage Bond 136 Form of Coupon on Mortgage Bond 137 Condensed History of the Company 137 The IStew Company... .„;,. 137 History of the Raleigh and Gaston Railroad History of th^ Raipieh and Gas- Company, commencing from the year 1835, the date of t^nBaUwadCom- incorporation of the original company, styled " The Rileigh and Gaston Railroad Company," and continued to the present date — containing those Acts of the Gene- ral Assembly of North Carolina bearing directly upon the charter and privileges of the Company, and state- ments of such proceedings on the part of the stockholders? the Board of Directors, and other parties, as affect the general interests of the Company. The following Act entitled "An Act to incorporate the SSSSSSStoM^ Raleigh and Gaston Railroad Company," was passed by the *«« Kaiiiroad Otm- Legislature of North Carolina at the session of 1835 ; AN ACT TO INCORPORATE THE RALEIGH AND GASTON RAIL- ROAD COMPANY. Section 1. Be it enacted by the General Assembly of the State of North Carolina, and it is hereby enacted by the authority of the same, That it shall be lawful to open books in the city of Raleigh under the direction of George W. Mordecai, Wil- liam Boylan, Thomas P. Devereux, Duncan Cameron, William H. Haywood, Jr., Charles Manly, Samuel F. Pat- terson, Alfred Jones, Beverly Daniel and Charles L. Hin- ton, or an} r three of them; at Louisburg, under the direction of William H. Battle, Samuel Johnston, William P. Wil- liams, Henry G. Williams and Williamson Gatewood, or any three of them ; at Nashville, under the direction of Benjamin Blount, Henry Biount, Samuel Blount, Willis Boddie and James Battle, or any three of them ; and at Warrenton, under the direction of Thomas White, Ben- jamin Cook, Henry Fitts, Jacob Faulcon, William K. Kearney and Joseph W, Hawkins, or any three of them ; Biv>fcs to be opened. (2) and at Oxford, under the direction of Rhodes N. Hern- don, Thomas B. Littlejohn, Benjamin Kittrell, James Cooper and Thomas Lewis, or any three of them ; and at Gaston, under the direction of William W. Wilkins, John T. Weaver, James Vincent, David Clements and John B. Putney, or any three of them ; and at such other places, and under the direction of such other persons as any three of the commissioners hereinbefore named to superintend the receiving of subscriptions at Raleigh, capital stock or shall direct, for the purpose of receiving subscriptions to 8800,000 author- r J . tr .,,, jj.i i j i ued. an amount not exceeding eight hundred thousand dol- lars in shares of one hundred dollars each, for the pur- pose of effecting a communication by a railroad from some point in or near the city of Raleigh, to the termina- tion of the Greensville and Roanoke Railroad at or near Gaston, heretofore called Wilkins' Ferry, and for provid- ing everything necessary and convenient for the pur- pose of transportation on the same. Times and places Sec. 2. The times and places for receiving subscrip- to be adve.tised. , .... tions shall be advertised in one or more newspapers pub- lished in the city of Raleigh, and towns of Warrenton and Oxford, and the books for receiving the same shall not be closed in less than ten days ; and if it shall appear that more than eight thousand shares of the capital stock aforesaid shall have been subscribed for within the said ten days, it shall be the duty of the said commis- sioners at Raleigh, or any five of them, to reduce the number of shares subscribed for among the subscribers in fair and equal proportions to the amount of stock subscribed for respectively by each until the whole amount of shares shall be reduced to eight thousand ; but if the whole amount shall not be subscribed for within ten days from the time the books shall be opened to re- ceive subscriptions, then the books may be closed or con- tinued open, or closed and re-opened, without further notice, as a majority of the above named commissioners at Raleigh may judge to be most expedient, until the whole number of shares shall be subscribed for. Sec. 3. When three thousand shares shall be subscrib- JJfmp^ny? 9tyl3 of ed for in manner aforesaid, the subscribers, their execu- tors, administrators or assigns, shall be, and they are hereby declared to be incorporated into a company by the name and style of the Raleigh and Gaston Railroad Company, and by that name shall be capable in law of purchasing, holding, selling, leasing and conveying, estates, real and personal, and mixed, so far as shall be necessary for the purpose hereinafter mentioned, and no farther; and shall have perpetual succession, and by said ^on petual SUCCM * corporate name may sue and be sued, and may have and use a common seal, which they shall have power to alter or renew at their pleasure, and shall have and enjoy, and may exercise all the powers, rights and privileges, which other corporate bodies may lawfully do, for the purposes men- tioned in this act; and may make all such by-law, rules and regulations, not inconsistent with the laws of this State, or of the United States, as shall be necessary for well ordering and conducting the affairs of the company. Sec. 4. Upon any subscription of stock as aforesaid, instalments on there shall be paid at the time of subscribing, to the said stock. commissioners or their agents appointed to receive such subscriptions, the sum of two dollars on every share sub- scribed, and the residue thereof shall be paid in such in- stallments, and at such time as may be required by the President and Directors of said company. The said com- missioners or their agents shall forthwith, after the first election of President and Directors of the company, pay over to the said President and Directors, all moneys re- * ceived by them ; and on failure thereof the said President and Directors may recover the amount due from them or from any one or more of them, by motion on ten days previous notice in the Court of Pleas and Quarter Sessions or the Superior Court of Law, of any county wherein such (4) Commissioner or commissioners, their executors or ad- ministrators may reside, or by warrant before a Justice of said county. ^1de™w O hen3,0o6 Sec. 5. When three thousand shares or more of the stock shall have been subscribed, public notice of that event shall be given by three or more of the said com- missioners at Raleigh, who shall have power at the same time, to call a general meeting of the subscribers at such convenient place and time, as they shall name in said notice. To constitute any such meeting, a number of persons, entitled to a majority of all the votes which could be given upon all shares subscribed, shall be pres- Quorum. ent, either in person or by proxy ; and if a sufficient number to constitute a meeting do not attend on that day, those who do attend shall have power to adjourn, from time to time, until a meeting shall be formed. President and five Sec. 6. The subscribers, at their general meeting be- eiected. ' fore directed, and the proprietors of stock at every annu- al meeting thereafter, shall elect a president and five di- rectors, who shall continue in office, unless sooner re- moved, until the next annual meeting after their election, and until their successors shall be elected; but the president or any of the directors may at any time be removed, and the vacancy thereby occasioned be filled by a majority of the votes given at any general meeting. The president with any two or more of the directors, or in the event of the sickness, absence, or disability of the President, any three or more of the Directors, who shall appoint one of their own body President pro tempore, shall constitute a board for the transaction of business. In case of vacan- cy in the office of president, or any director, happening from death, resignation, removal or disability, such va- cancy may be supplied by appointment of the Board until the next annual meeting. (5) Sec. 7. The President and Directors of the Said com- J*Jf ™ J jjjj: pany shall be, and they are hereby invested with all the tors - rights and powers necessary for the construction, repair, and maintaining of a railroad, to be located as aforesaid, with as many sets of tracks as they area majority of them may deem necesaary, and may cause to be made and also to make and continue all works whatever which may be necessary and expedient in order to the proper comple- tion of the said railroad. Sec. 8. The said President and Directors shall have *™ t £ c £. m » ke power to make contracts with any person or persons on behalf of the company, for making the said railroad, and performing all other works respecting the same which they shall judge necessary and proper, and to require from the subscribars from time to time such advances of money on their respective shares as the wants of the com- pany may demand, until the whole of their subsciptions shall be advanced; to call, on any emergency, a general meeting of the subscribers, giving one month's notice thereof in one of the newspapers printed in the city of Raleigh ; to appoint a Treasurer, Clerk, and such other officers as they may require, and to transact all the busi- ness of the company during the intervals between the general meetings of the stockholders. Sec. 9. If any stockholder shall fail to pay the sum re- Failure to pay in. quired of him by the President and Directors, or a major- stock, ity of them, within one month after the same shall have been advertised in one of the newspapers published in the city of Raleigh, it shall and may be lawful for the President and Directors, or a majority of them, to sell at public auction, and to convey to the purchaser the share r or shares of such stockholder so failing or refusing, giv- ing one month's previous notice of the time and place of sale in manner aforesaid ; and after retaining the sum due, and all charges of the sale out of the proceeds there- of, to pay the surplus over to the former owner, or to his (6) legal representative ; and if the said sale shall not pro- duce the sum required to be advanced, with the in- cidental charges attending the sale, then the President and Directors may recover the balance of the original proprietor, or his assignee, or to the executor or administra- tor, or either of them, by suit in any court of record hav- ing jurisdiction thereof, or by warrant befor a justice of the county of which he is a resident ; and any purchaser of the stock of the company, under the sale by the Presi- dent and Directors, shall be subject to the same rules and regulations as the original proprietors. ?5?S& rtflfta 8 " Sec " 10 - Be tt farther enacted, That if the capital stock 8i, *o,o(x>. of the company hereby incorporated shall be found in- sufficient for the purpose of this act, it shall and may be lawful for the President and Directors of the said com- pany, or a majority of them, from time to time to increase the said capital stock to an amount not exceeding one million of dollars, by the addition of as many shares as they may deem necessary, first giving to the individual stockholders, for the time being, or their legal represen- tatives, the option of taking such additional shares in proportion to the amount of stock respectively held by them, and opening books of subscription in the city of Raleigh, and towns of Warrenton, and Louisburg, and Oxford and Xashville, as is herein prescribed for the original stock of the company, for any balance of capital stock created which may not be taken by the stockhold- ers for the time being, or in their behalf; and the sub- scribers for such additional shares of the capital stock in the said company are hereby declared te be thence- forward incorporated into the said company, with all the privileges and advantages, and subject to all the liabili- ties of the original stockholders. Powortoborrow Sec. 11. Be it further enacted, That the President and money, &c. Directors, or a majority of them, shall have power to borrow money for the objects of this act ; to issue certi- (7) ficates or other evidence of such loans, and to make the Bame convertible into stock of the company, at the pleasure of the holder: Provided, That the capital stock Proviso, shall not thereby be increased to any amount exceeding ane million of dollars ; and to pledge the property of the company for the payment of the same, and its interests : Provided, That no certificate of loan convertible into stock, or creating any lien or mortgage on the property of the company shall be issued by the President and Directors, unless the expediency of making a loan on such erms, and of issuing such certificates, shall have first been determined on at a general meeting of stockholders, by two-thirds of the votes which could legally be given in favor of the same. Sec. 12. Be it further enacted, That the said President Power to C on- and Directors, their officers, agents and servants, shall emLllg ° way have full power and authority to enter upon all lands and tenements through which they may desire to con- duct their railroad, and to lay out the same according to their pleasure, so that the dwelling-house, kitchen, yard or garden of no person be invaded without his consent, and they shall have power to enter in and lay out such contiguous land as they may desire to occupy as sites for depots, toll-houses, warehouses, engine sheds, work shops water stations and other buildings for the necessary ac commodation of their officers, agents and servants, their horses, mules and other cattle, and for the protection of the property entrusted to their care : Provided, That the land so laid out on the line of the railroad shall not exceed (except at deep cuts and fillings) eighty feet in width ; and that the adjoining land for the sites of build- ings (unless the President and Directors can agree with the owner or owners for the purchase of the same) shall not exceed one and a half acre in any one parceL If the President and Directors cannot agree with the owner or owners of the lands so entered on and laid out by them, as to the terms of purchase, it shall be lawful for them to (8) apply to the Court of Pleas and Quarter Sessions of the county in which such land or the greater part thereof may lie ; and upon such application the court shall ap- Sasse8sdam d aJ«>a P°int five disinterested and impartial freeholders to assess the damages to the owner from the condemnation of the land, for the purpose aforesaid. No such appointment, however, shall be made unless ten days previous notice of the application shall have been given to the owner of the land, or to the guardian, if the owner be an infant, or to the committee, the owner being non compos mentis. if such owner, guardian or committee can be found with- in this country ; or if he cannot be so found, then such appointment shall not be made, unless notice of the ap- plication shall have been published at least one month next preceding in some newspaper printed as convenient as may be to the court house of the county, and shall have been posted at the door ot the court house on the first day at least of the next preceding term of the said court. A day for the meeting of said freeholders to per- forin the duty assigned them shall be designated in the ordei appointing them ; and any one or more of them at- tending on the day may adjourn from time to timeuntil their business shall be finished. Of the five freeholders so appointed, any three or more of them may act, after having been duly sworn orsolemnl}' affirmed before some Justice of the Peace that they will impartially and justly, to the best of their ability, ascertain the damages which will be sustained by the proprietor of the land, from the consideration thereof, for the use of the company, and that they will trully certify their proceedings thereupon to the court of the said county. Assessment of Sec. 13. It shall be the duty of the said freeholders, in pursuance of the order appointing them, to assemble on the land proposed to be condemned, and after viewing the same and hearing such proper evidence as the party may offer, they shall ascertian according to their best judg- ment the damages which the proprietor of the laud will C9) sustain by the condemnation thereof for the use of the company. In performing this duty they shall consider the proprietor of the land as being the owner of the whole fee simple interest therein. They shall take into consid- eration the quality and quantity of the land to be con- demned, the additional fencing that will be required thereby, and all other inconveniences which will result to the proprietor from the condemnation thereof. Sec. 14. When the said freeholders shall have agreed Report of asses- upon the amount of damages, they shall forthwith make a written report of their proceedings, under their hands and seals in substance as follows : " We freeholders, appoint- ed by an order of the Court of Pleas and Quarter Sessions, for the purpose of ascertaining the damages that will be sustained by — — the proprietor of certain lands in the said county, which the President and Directors of the Raleigh and Gaston Railroad Company propose to condemn, for their use, do hereby certify that we met together on the land aforesaid on the day of , the day appointed there- for by the said order, (or the day to which we were regu- larly adjourned from the day appointed for our meeting by the said order*,; and that having been first duly sworn, and having visited the premises, we proceeded 'to estimate the quantity and quality of the land aforesaid, the quantity of additional fencing which would probably be occasioned by its condemnation, and all other inconveniences which seemed to us likely to result therefrom, to the proprietor . of said land. That under the influence of these considera- tions, we have estimated and do hereby assess the damages aforesaid at the sum of . Given under our hands and seals, this day ot ." At the foot of the re- port so made, the magistrate before whom the said free- holders were sworn, shall make a certificate in substance, as follows : '• county. I, ; a Justice of the Peace of said county, do hereby certify that the above named freeholders, before they executed their duties as above certified, were solemnly sworn (or affirmed) before me, that they would impartially and justly, to the best of 2 (10) Keport to turned. their ability, ascertain the damages which would he sus- tained by the above named , by the condemna- tion of the above mentioned land, for the use of the Raleigh and Gaston Railroad Company, and they would certify truly their proceedings thereupon to the court of said count}'. Given under my hand, this day of ." be re- Sec. 15. The report of the freeholders so made, together with the certificate of the Justice of the Peace, as afore- said, shall be forthwith returned by the said freeholders to the court of the county, and unless good cause be shown against the report, it shall be confirmed by the court and entered on record. But if the said report should be disaf- firmed, or if the said freeholders being unable to agree should report their disagreement, or if from any other cause the} 7 - should fail to make a report within a reasonable time after their appointment, the court may, in its discretion, as often as it may be necessary, supersede, them or any of them, appoint others in their stead, and direct another view and report to be made in the manner above prescribed. Condemned land held as if con- veyed. Sec. 10. On the confirmation of any such report,, and on payment or tender to the proprietor of the land of the damages so assessed, or the payment of said damages into Court, when for good cause shown the Court shall so have ordered it, the land reviewed and assessed as aforesaid shall be vested in the Raleigh and Gaston Railroad Com- pany, and they shall be adjudged to hold the same in fee simple, in the same manner as if the proprietor had sold and conveyed it to them. Eight to enter on land before con- demnation of same. Sec 17- While these proceedings are depending for the purpose of ascertaining the damages to the proprietor for the condemnation of his land, and even before they shall have been instituted, the President and Directors, if they think that the interest of the Company requires it, may, by themselves, their officers, agents and servants, enter upon the lands laid out by them as aforesaid, and which they desire to condemn and apply the same to the use of (11) the Company. If when they so take possession, proceed- ings to ascertain the damages as aforesaid be pending, it shall be their duty diligently to prosecute them to a con- clusion. And when the report of the freeholders ascer- taining the damages shall be returned and confirmed, the Court shall render judgment in favor of the proprietor of the land for the amount thereof, and either compel its payment into Court, or award a process of execution therefor as to them shall seem right. Sec. 18. In the meantime, no order shall be made, and No injunction to lie except, &c. no injunction shall be awarded by any Court or Judge, to stay the proceedings of the Company in the prosecution of their work unless it be manifest that their officers, agents and servants are transcending the authority given them by this act ; and that the interposition of their Court is necessary to prevent injury that cannot be adequately compensated for in damages. Sec. 19. If the President and Direct@rs shall take pos- When owner of r land can apply for session of any land before the same shall have been pur- ^ s p SO rs tmetJtofas " chased by them, or condemned and paid for according to the provisions of this act, and shall fail for forty days to institute proceedings for its condemnation as aforesaid, or shall not prosecute with due diligence the proceedings commenced for that purpose, it shall be lawful for the pro- prietor of the land, upon giving to the said President and Directors, or any one of them, ten days previous notice, to apply to the Court of the county in which the land or the greater part thereof shall lie, and upon such applica- tion, the Court shall appoint five disinterested and impar- tial freeholders to assess the damages to the owner from the condemnation of his land for the use of the Company, shall appoint a day for their meeting to report the duties assigned them ; and shall dismiss, at the cost of the Com- pany, any proceeding then depending on their behalf for the condemnation of said land. The freeholders so ap- pointed, any three or more of whom may act, shall pro- Double costs. (12) ceed in the performance of their duties, in all respects in the same manner as if they had been appointed on the ap- plication of the President and Directors of the Company. And the Court shall, in like manner, confirm or disaffirm their report ; supersede them, or any of them, and appoint others in their stead ; or direct another view and report to be made as often as may be necessary. And when any such report, ascertaining the damages, shall be confirmed, the Court shall render judgment in favor of the proprietor for the damages so assessed, and double costs, and shall thereupon either compel the Company to pay into Court the damages and costs so adjudged, or award a process of execution therefor, as to them shall seem right. When judgement ®ec. ^0. When the judgment rendered for the damages tftieto^amitovest assessed and costs shall be satified by the payment of the in company. mone y into Court, or otherwise, the title of the land for which such damages are assessed, shall be vested in the Company in the same manner as if the proprietor had sold and conveyed it to them. Hi ht of company ^ EC - ^1- The said President and Directors, for the pur- lands^djo^ng P ose °f constructing their railroad aforesaid, and the works right of way. necessarily connected therewith ; or of repairing the same after they shall have been made ; or of enlarging or other- wise altering the same, shall be at liberty, by themselves, their officers, agents or servants, at any time to enter upon any adjacent lands, and to cut, quarry, dig, take, and carry away therefrom, any wood, stone, gravel or earth, which they may deem necessary : Provided, however, That they shall not, without the consent of the owner, cut down any fruit tree, or any tree preserved in any lot or field for shade or for ornament ; nor take any timber, gravel, stone or earth, constituting any part of any fence or building. For all wood, stone, gravel or earth taken under authority of this act, and for all incidental injuries done to the in- closures, crops, woods or grounds, in taking ©r car- rying the eame away, the said President and Directors Proviso. (IB) shall make to the owner a fair and reasonable compensa- tion, to be ascertained, if the parties cannot agree, by any three impartial and disinterested freeholders, who, being appointed for that purpose by any Justice of the Peace thereto required by the owner, shall be sworn by him, and shall then ascertain the compensation upon their own view, of the wood, stone, gravel or earth taken, and of the injury done as aforesaid in taking them : Provided, how- Proviso. ever, That it shall be the duty of the owner or owners, to show to the Justices of the Peace to whom the application is made, that ten days' previous notice of the time of making the same has been given to the President or one of the principal agents of the Railroad Company ; and no award, which may be given under any appointment with- out such notice, shall be obligatory or binding on said Company : Provided, however, That either party, not satis- Right to appeal, tied with the award which may be given as above, may appeal to the Court of Pleas and Quarter Sessions of the county in which the land may be situated, who may, as in the case of assessment of land, confirm or disaffirm the report of the freeholders, supersede them, or any of them, and appoint others in their stead, or direct another view and report to be made as often as may be necessary. Sec. 22. If the said President and Directors, in entering Double damages upon the land of any person under the authority of this bycTmpany. ]mies act for the purpose of laying out or constructing, enlarg- ing, altering or repairing any of their said works, shall by themselves or their officers do any wanton or wilful in- jury to such land or its appurtenances ; or to the crops growing or gathered, or to any other property thereon, the Raleigh and Gaston Railroad Company shall pay to the person so injured double the amount of the damages, which shall be assessed by a jury in any proper action therefor ; or if said injury be done by any person or per- sons, who may have contracted with the Company for the construction of any portion of their railroad or any of the (14) works connected therewith, he or they shall be responsi- ble to the party injured in the like amount. Mav change inter secting road. imty to construct Sec. 23. Whenever, in the construction of said railroad roads and bridges across established it shall become necessary to cross or intersect any estab- roads. J _ J lished road or way, it shall be the duty of the said Presi- dent and Directors so to construct the said railroad across such established roads or ways, as not to impede the pas- sage or transportation of persons or property along the same ; or when it shall be necessary to pass through the land of any individual, it shall also be their duty to pro- vide for such individual a proper wagon way across said railroad from one part of his land to the other : Provided, however, That in order to prevent the frequent crossing of established roads or ways, or in cases in which it may be necessary to occupy the same, it may be lawful for the said President aud Directors to change the said roads to points where they may deem it expedient to do so. And that for entering upon or taking any land which may be necessary therefor, they shall be and are hereby author- ized to proceed under the provisions of this act as in the case of land necessary for their railroad: Provided, further, that previous to the making of any such change the said company shall make and prepare a road equally good with the portion of the road proposed to be substituted ; but nothing herein contained shall be so construed as to make it incumbent on the company to keep in repair the portion of any road which they may have changed as aforesaid. Proviso. Power to buy roi- Sec. 24. The said President and Directors, or a major- ing stock or con- .„,,., . , tract for transpor- ity of them shall have power to purchase, with the funds tation. J 115 of the company, and place on the railroad constructed under this act, all machines, wagons, vehicles, carriages and teams of any description whatever, which they deem necessary or proper for the purpose of transportation. Or if they should deem it most expedient to do so they may contract with any other railroad company or companies, (15) or with any individual or individuals for effecting the transportation of the same. Sec. 25. All machines, wagons, vehicles and carriages Exemption from . ° taxation. purchased as aforesaid, with the funds of the Company, or engaged in the business of transportation on said rail- road, and all the works of the said Company constructed, or property acquired under the authority of this act ; and all profits which shall accrue from the same, shall be vested in the respective stockholders of the Company forever, in proportion to their respective shares, and the same shall be deemed personal estate, and shall be exempt from any public charge or tax whatsoever for the term of fifteen years ; and thereafter the Legislature may impose a tax not exceeding twenty-five cents per annum per share on each share of the capital stock, whenever the annual profits thereof shall exceed six per cent. Sec. 26. Upon the railroad hereby authorized, the Com- Exclusive riiht of . '-ip • transportation. pany shall have the exclusive right of transportation. . When it is completed, they shall at all times furnish and keep in good repair, the necessary carriages and other requisites for the safe and convenient transportation of persons and property ; and it shall be their duty at all times, upon the payment or tender of the tolls hereby allowed to transport to any depot on the road, which the owner of the goods may indicate, and there to deliver all articles which shall be delivered to them for transporta- tion, or offered to them in proper condition to be trans- ported at some depot on the road most convenient for the reception thereof. Sec 27. They shall give no undue preference in trans- no undue.prefd- ,,.,,, i. j? j-i i. j? ence in carrying portation to the property ot one person over that ot freight to be given. another, but as far as practicable shall carry each in the order of time in which it shall be delivered or offered for transportation with the tolls paid or tendered. If the Company or any of its officers or agents shall fail to re- (16) ceive, transport or deliver in due time any property so offered or delivered to them for transportation, or shall fail to take up or set down any passenger or passengeis at such convenient point as he or they may desire, upon the payment or tender of the passage money hereby allowed, they shall forfeit and pay to the party so injured double the amount of the lawful toll paid or tendered, and shall, moreover, be liable to an action on the case, in which full damages and double costs shall be recovered. Bates for passen- Sec. 28. So soon as any portion of railroad hereby au- nottobe exceeded thorized may be in readiness for transportation, it shall be 1 S ame. specifled for lawful for the said President and .Directors to transport by their officers or agents, or by contractors under them, persons and property on the same. And they shall have power to charge for the transportation of persons, goods, produce, merchandise and other articles, and for the trans- portion of the mail, any sum not exceeding the following rates, viz : On persons, not exceeding six cents per mile for each person, unless the distance which any person be transported be less than ten miles, in which case the President and Directors may be entitled to make anextia charge of fifty cents for taking up and putting down each person so transported ; for the transportation of goods, produce, merchandise and other articles, not exceeding an average of ten cents per ton per mile, and for transporta- tion of the mail such sums as they may agree for; and the said President and Directors shall be furthermore en- titled to demand and receive for the weighing, storage and delivering of produce and other commodities at their depots and warehouses, rates not exceeding the ordinary warehouse rates charged for such services. Power to exact tolls over their bridges. Sec. 29. Be it /wither enacted, That if the said President and Directors shall deem it advisable to construct the bridges which may be necessary on the line of their rail- road, of sufficient width to admit of the passage of com- mon roads as well as their railroads over the same, they (17) may be entitled to demand and receive from all persons and wagons, carriages, and all four and two wheeled vehicles, and for all beasts of burden, sheep and hogs passing the same, the tolls which ma} 7 be allowed by the Court of Pleas and Quarter Sessions of the county in which said bridge may be. Sec. 30. As soon as ten miles of the railroad hereby Power to declare i'-iitii iiT^-i 1TN- dividends. authorized shall be completed, the President and Direc- tors shall annually or semi-annu illy declare and make such dividend as they may deem proper, of the net profits arising from the resources of the said Company, after de- ducting the necessary current and probable contingent expenses of the said Company, and shall divide the same among the proprietors of the stock of the said Company in proportion to their respective shares. Sec. 31. An annual meeting of the subscribers to the Annual meeting, stock of the said Company shall be held at such time and place in each year as the stockholders, at their first gen- eral or at any subsequent meeting, may appoint; to con- stitute which, or any general meeting called by the President and Directors, according to the provisions of this act, the presence of proprietors entitled to a majority Quorum, of all the vote?, which could be given by all the stock- holders, shall be necessary, either in person or by proxy properly authorized. And if a sufficient number do not attend on that day, or any day appointed for a general meeting, called by the Directors as aforesaid, the proprie- tors who do attend may adjourn from time to time until a general meeting shall be had. Sec. 32. In counting all votes of the said Company scae for voting, each member shall be allowed one vote for each share not exceeding two shares, one vote for every two shares above two and not exceeding ten shares, and one vote for every five shares, above ten held by him at the time, in the stock of the Companv : Provided hovisvsr, that no stockholder, Proviso. 3 (18) whether an individual, body politic or corporate, shall be entitled to more than sixty votes on any amount of the capital stock of said Company held by him or them. Amounts to be rendered to an- nual meetings. Sec. 33. The President and Directors shall render dis- tinct accounts of their proceedings and disbursements of money to the annual meeting of the stockholders. work to be com- Sec. 34. The works hereby required of the Raleigh menced in two " 1 ° ?nten an ear n s Illshed anc ^ ^ aston Railroad Company, shall be executed with diligence, and if they be not commenced within two years after the passage of this act, and finished within ten years after the first general meeting of the stockholders, then this charter shall be forfeited. Certificates of stock. Proviso. Punishment for wilful injury to road or rolling stock. Sec. 35. The President and Directors shall cause to be written or printed certificates for the shares of the stock in said Company, and shall deliver one such certificate, signed by the President and countersigned by the Treas- urer, to each person for the number of shares subscribed by him, which certificate shall be transferable by him — subject, however, to all payments due or to become due thereon; and such assignee having first caused the trans- fer or assignment, to be entered in a book of the Com- pany, to be kept for the purpose, shall thenceforth be- come a member of said Company, and shall be liable to pay all sums due or which shall become due upon the stock assigned to him : Provided however. That such as- signment shall in no wise exempt the assignor or his representative from the liability 1o the said Company for the payment of all such sums, if the assignee or his rep- sentative shall be unable or fail to pay the same. Sec. 36. If any person or persons shall wilfully, by any means whatever, injure, impair, or destroy an}' part of the railroad, constructed under this act, or any of the necessary works, machines, wagons, vehicles, carriages, or other property belonging to the said Company, or (19) shall place any obstruction upon said road, such person or persons shall be deemed guilty of a misdemeanor, and on conviction thereof in the Court of Pleas and Quarter Sessions, or Superior Court of Law, of the county where the offence may be commmitted, shall be fined and im- prisoned at the discretion of the Court. Sec. 37. Be it further enacted, That if at any time here- Limit of dividends i f n • to be fifteen per alter, the above rates for toll and transportation shall cent, enable the said President and Directors, after the pay- ment of all necessary expenses, and after setting apart a fair and reasonable sum for the renewal and repairs of the said road, warehouses, and depots, and other con- structions, and of the machines and other vehicles for transportation, to divide more than fifteen per cent, on their capital stock invested, that the said rates of toll and transportation shall be so reduced by the said President and Directors as to enable them to divide fifteen per cent, and no more. Sec. 38. Be it further enacted, That no person shall be President and , . . t^.t -i-^. p.-iz-t Directors to be eligible as President or Director of said Company unless citizens of North ii -i • • <* Carolina. he be a resident citizen of this State. Sec. 39. Be it further enacted, That it shall be the duty President to send „.„., p.T/^i n i • report annually to of the President ot said Company on the first week m General Asssem- December, in each and every year, to transmit to the General Assembly a correct statement of all the receipts and expenditures of said Company during the year pre- ceding. Sec. 40. Be it further enacted. That when the General Procedure to en- Assembly may be of opinion that the Charter hereby force forfeIture granted shall have been violated, it may be lawful, by joint resolution of the two houses, to direct the Attorney General, with such assistant counsel as the Governor or Legislature may think proper to engage, to issue a writ of scire facias, returnable before the Judges of the Su- (20) preme Court, calling upon said corporation to show cause why their Charter shall not be forfeited, subject to to the same proceedings as are now prescribed by law in case of other corporations. other ?!nroa e ds f to 8ec - 41 ' ^ e ^ f art ^ ier enacted, That any railroad which cross track. ma y i ierea fter be constructed by the State or by any company incorporated by the Legislature, shall be at liberty to cross the road hereby allowed to be constructed, upon a level or otherwise, as may be most advantageous : Proviso. Provided, The free passage of said Raleigh and Gaston Railroad is not thereby obstructed. company can Sec. 4'2. Be it further enacted, That whenever the said erect depot at in- ^ tersectionwith r oad shall be so crossed or approached by any other rail- road, incorporated by this State, the said Raleigh and Gaston Railroad Company may erect a depot, at or near the point of intersection where they may receive and de- liver passengers and freight, and take therefor the same rates of compensation and be subject to the same regula- tions as at other depots ; and should they fail or refuse to erect such depots, the State or company owning the intersecting road may erect one, and the company hereby incorporated shall receive and deliver passengers and freight at such depots under the same regulations as aforesaid, unless the same shall be rendered impracticable by the situation of the road at such place. charter for 90 Sec. 43. Be it farther enacted, That the corporate powers herein granted shall be and enure for ninety years, and no longer unless renewed by competent authority. The following Act was ratified 7th January, 1839 : years. (21) AN ACT FOR THE RELIEF OF THE RALEIGH AND GASTON RAIL- ROAD. Section 1. Be it enacted by the General Assembly of the Bonds to toe exe- a "* ' cutecl by company State of North Carolina, and it is hereby enacted by the au- to^heamount of thority of the same, That at any time after the passage of this act, the President and Directors of the Raleigh and Gaston Railroad Company may make their bonds payable to the Public Treasurer of the State of North Carolina for the sum of five hundred thousand dollars and no more, which said bonds are to be signed by the President and under the seal of the corporation, and made for any sum or sums not under one thousand dol- lars each, and to carry interest at the rate of six per cent, per annum, which interest is to be paid semi-annually, to-wit : On the first Monday in July and on the first Monday in January in each and every year thereafter and the amount of said bonds to be made payable on the first of January, one thousand eight hundred and sixty, at such place as the President and Directors of said Com- pany and the parties may agree upon. Sec. 2. Be it further enacted, That upon the President making the bonds as aforesaid, and filing the same with the Public Treasurer of the State, it shall be his duty, and he is hereby directed to endorse on the said bonds as follows : Pay to , or order, and this en- Endorsement. dorsement pledges the State of North Carolina as security for the payment of the sum in the bond, according to the provisions of the act of the General Assembly of of eighteen hundred and thirty-eight and eighteen hun- dred and thirty -nine, entitled "An Act for the relief of the Raleigh and Gaston Railroad Company," which en- dorsement is to be signed by the Public Treasurer in his official capacity and countersigned by the Comptroller. The Public Treasurer, after endorsing the bonds as before (22) mentioned, shall duly number and register them at large in a book prepared and kept for that purpose. nveVeci^ocom 6 " Sec - 3 - Be u further enacted, That it shall be the duty pany ' of the Public Treasurer, on the endorsement being made as before directed, and the bonds being numbered and registered, and the mortgage, as hereinafter directed, be- ing made and delivered to the Governor, to deliver the same to the President and Directors of said Company, and they are at liberty to fill up the blank in said en- dorsement with the name or names of the person or per- sons, or company, or corporation, to whom the same may be sold or transferred, and when so filled up, shall be as binding on the State of North Carolina as if the same was done by the Public Treasurer at the time of making the endorsement as aforesaid. Transfer io be Sec. 4. Be it further enacted. That the President and registered. ~ t m Directors, from time to time, as they shall sell or trans- fer the said bonds and fill up the blank, with the name or names of the person, company or corporation to whom they are sold or transferred, shall cause a statement to be filed with the Public Treasurer, setting forth the time of the transfer or sale, the person, company or corporation to whom payable, to be by him registered in the book to be kept for the registration of the bonds aforesaid. Faith of tii estate Sec. 5. Be it further enacted, That for the payment of the interest semi-annualry, at the rate of six per centum per annum on the principal debt due on the bonds here- by authorized to be made, the credit and faith of the State is pledged to the holders of said bonds, and on failure of the President and Directors to pay the princi- pal and interest as it accrues, the Public Treasurer is authorized to pay the same out of any money in the Treasury at the time. For the full and entire payment and redemption of said principal, the General Assembly do hereby guarantee the principal due on the bonds authorized by this act to be created. (23) Sec. 6. Be it farther enacted. That the said bonds shall Bonds, now tra- J ' , ferred. be transferable by the holders of the same or by his, her or their attorney, in a book to be kept by the Public Treasurer for that purpose, and in every such transfer the outstanding bond shall be surrendered to and can- celled by the Public Treasurer and a new bond shall be issued for the same amount to the person entitled to the same. Sec. 7. Be it farther enacted, That the debt hereby pebt.whenre- J 1 J deemable. created shall not be redeemable until after the first day of January one thousand eight hundred and sixty, and after that day the same shall and may be redeemed at such time or times and in such proportions as may here- after be declared and appointed by law. Sec. 8. Be it farther enacted, That whenever the Presi- Mortgage, dent and Directors of the Raleigh and Gaston Railroad Company shall make, execute and and deliver to the Governor of this State for and in behalf of the State, a deed of mortgage under the seal of said Company where- in and whereby shall be conveyed to the said Governor and his successors in office, for the use and benefit of the State, all the estate, real and personal, belonging to the said Raleigh and Gaston Railroad Company, or in any manner pertaining to the same, conditioned for indemnifying and saving harmless the State of North Carolina from the payment of the whole or any part of the bonds hereby authorized to be made and issued by the President and Directors of the Raleigh and Gaston Railroad Company and endorsed by the Public Treasurer, also make, exe- cute and deliver, under the seal of said Company, to the Governor, for the use and benefit of the State, a pledge of so much of the profits of said Company as shall be sufficient to pay semi-annually the interest which may accrue on said bonds until the final payment and redemption of the principal of said bonds ; which said deed of mortgage and pledge shall be approved by the Attorney General (24) of the State ; then it shall be the duty of the Public Treasurer, and he is hereby required to deliver to the President and Directors of the Raleigh and Gaston Rail- road Company, the whole of said bonds, which by this act lie is authorized and required to endorse, taking therefor the receipt of the President of said Raleigh and Gaston Railroad Company. Duty of the Gov- ernor if t'ie inter- est be not laid regularly. Sec. 9. Be it further enacted, That in case of failure by the President and Drectors of the said Raleigh and Gas- ton Railroad Compan} 7 , to pay and discharge semi-annual- ly the interest which may accrue on the bonds hereby authorized to be made and executed, it shall be lawful for the Governor of this State for the time being to apply in behalf of the State to the Superior Court of Equity for the county of Wake for a sequestration of the receipts for transportation on said road, and for the appointment of a Receiver or Receivers of the said receipts ; which Court, on the proof of the failure to pay such interest by the President and Directors of said Railroad Company, shall have power to order such sequestration and appoint a Receiver or Receivers accordingly ; and in case of such sequestration, and the appointment of a Receiver or Re- ceivers of the profits for transportation on said road, it shall be the duty of such Receiver or Receivers to apply so much thereof as shall be sufficient to pay the interest on said bonds semi-annually, and to pay the excess to the President and Directors of said Raleigh and Gaston Railroad Company. Bonds payable after 1860 and for failure to do so, the mortgage to be foreclosed. Sec. 10- Be it further enacted, That from and after the commencement of the year one thousand eight hundred j.nd sixty, it shall be the duty of the President and Directors of the Raleigh and Gaston Railroad Compan} T , to pay and redeem the principal of the bonds hereby authorized to be issued by the President and Directors of said Raleigh and Gaston Railroad Company, and en dorsed by the Public Treasurer, and delivered by him to (25) the said Raleigh and Gaston Railroad Company, at such times and in such amounts, annually, as may be pre- scribed and directed by act of the General Assembly of this State, and in case of failure of the President and Di- rectors of the said Raleigh and Gaston Railroad Com- pany, to pay off and redeem the principal of the said bonds, at such times and in such amounts as may be prescribed and directed by act of the General Assembly, then it shall be the dut}' of the Governor of this State, for the time being, to cause the mortgage made and executed b}' the President and Directors of the said Raleigh and Gaston Railroad Company to be foreclosed in the Superior Court of Equity for Wake county, which Court is hereby authorized and empowered to take jurisdiction of the same, and on the decree of foreclosure being made by said Court, it shall be the further duty of the Governor of the State, to cause the whole estate, real and personal, so conveyed by mortgage, to be sold at such time and in such ways as shall most effectually pro- tect and save harmless the State against any loss or dam- age, by reason of its liability for the payment of said bonds, or any part thereof, and out of the proceeds of such sale or sales to pay off and redeem the whole amount of principal of said bonds and to pay the excess to the Presi- dent and Directors of said Company. Sec. 11. Be it further enacted, That the State may at any J t ock S «itsii an ake time within seven years after the completion of said elect * Raleigh and Gaston Railroad, take five thousand shares of the stock of said road, or any less number of shares of the stock ; and if the State shall elect to take five thous- and shares of stock, the said five thousand shares shall be a full equivalent for the liability of the State for the principal of said bonds, and on electing to take the said five thousand shares, the mortgage of the real and per- sonal estate of the said Company to secure the payment of the principal of said bonds and the pledge of the profits of the said road, for securing the payment of interest as (26) herein provided for, shall cease, determine and become of no force and effect, and thereafter the State shall be liable for the payment of the principal of said bonds, and the interest accruing thereon. And if the State shall elect to take any number of shares less than five thousand, such number of shares shall be an equivalent for the lia- bility of the State for the principal of so much of the money due on said bonds as is equal in value to the shares taken by the State, estimating each share at one hundred dollars: Provided, That on electing to take such number of shares, the State shall refund to the President and Directors of said Company, the full amount of interest which they may have paid on said shares so taken by the State ; and the mortgage of the real and personal estate of said Compaii} 7 , to secure the payment of the principal of said bonds, and the pledge of the profits of the said Railroad for securing the payment of interest as herein provided for, shalJ stand as securities to the State for the payment of the principal of so much of said bonds as shall be left, after deducting the number of shares taken by the State, each share being estimated at one hundred dollars, and for the payment of interest accruing on said residue of the principal. Power to increase Sec. 12. Beit further enacted, That the stockholders in capi a s oc . ga .^ j^gjgh an( j Gaston Railroad Comjjany shall have power, and they are hereby authorized if they deem it necessary, to increase the capital stock of said Company to one million five hundred thousand dollars, hy adding thereto such number of shares as shall not in the whole exceed fifteen thousand shares, which additional shares shall be taken and held to be a part of the capital stock of the said Raleigh and Gaston Railroad Company, as full} 7 as if the same had been originally subscribed therein. Bonds 10 be sur- Sec. 13. Be it further enacted, That if by reason of any rendered if more , ,. i ■ • i • -m it ±i than necessary to loans of money obtained in Europe or elsewhere, on the complete the road. ,.. „' . , .~ ,, . r •■ -,, , credit of said Company, the amount 01 bonds hereby au- (27) thorized to be issued, shall be found more than sufficient to complete the said Raleigh and Gaston Railroad, then and in that case it shall and is hereby made the duty of the said Company to surrender and deliver up to the Public Treasurer such amount of the said bonds as may be found to be unnecessary as aforesaid, to the comple- tion of the said road and that all monies borrowed by the said Company shall be faithfully applied to the said road, and to no other purpose whatever. Sec. 14. Be it further enacted, That in case the real and gjjg^gfg gfo personal estate of the said Raleigh and Gaston Railroad foi! "ife deM hereby Company, so mortgaged for the benefit and indemnity of cl ' eatetL the State of ISTorth Carolina and to be sold (if necessary) as by this act directed, should prove insufficient to pay off and satisfy the full amount of the bonds aforesaid, including the principal and interest thereon, then each and every stockholder of said Raleigh and Gaston Rail- road Company shall be held liable to pay towards making up such deficiency, the full amount of the shares respect- ively held and owned by him or her therein, at the time when said deficiency shall be ascertained, or such ratable proportion thereof as may be requisite to pay such stock- holder's deficiency, and no more : Pi ovided, That the General Assembly may at any time appoint a committee to examine into the situation of the said Company, and that whenever it shall appear that the said Company are insolvent and unable to pay the amount borrowed under the authority of this act the General Assembly may direct the mortgage to be foreclosed, according to the provisions heretofore prescribed. Sec. 15. And be it further enacted, That this act shall be in force from and after the ratification thereof. [Ratified the 1th day of January, A. D. 1839.] The following act was ratified 8th January, 1839 : (28) AN ACT TO INCORPORATE THE WELDON RAILROAD COMPANY. Books, where to Section 1. Be it enacted by the General Assembly of the ba opened. J 7 . State of North Carolina, and it is hereby enacted by authority of the same, That it shall be lawful to open books in the city of Raleigh, under the direction of George W. Mor- decai, William Boylan, Thomas P. Devereux, Duncan Cameron, William H. Haywood, Jr., Charles Manly, R. Smith and Alfred Jones, or any three of them ; at War- renton, under the direction of Weldon N. Edwards, cjmmissione s, Joseph W. Hawkins, Thomas White, Geo. D. Baskerville, Peter II. Davis, and William Plummer, or any three of them ; at Weldon, under the direction of Andrew Joyner, Thomas S. Wyatt, Whitmel IT. Hardie, James Simmons and William II. Day, or any three of them ; at Halifax, under the direction of James Halliday, Jesse IT. Sim- mons, Michael Ferrill, A. A. Austin, Redding J. Haw- kins, and Joseph L. Simmons, or any three of them ; and at such other places, and under the direction of such capital sto3k. other persons as any three of the Commissioners herein- before named to superintend the receiving of subscrip- tions shall direct, for the purpose of raising subscriptions to an amount not exceeding two hundred thousand dol- lars, in shares of one hundred dollars each, for the pur- pose of effecting a communication by a railroad from some point on the Raleigh and Gaston Railroad, between Lit- tleton and the Roanoke River and the termination of the Portsmouth Railroad at Weldon, and for providing everything necessary and convenient for the purpose of transportation on the same. scaling of sub- Sec. 2. The times and places for receiving subrscip- scriptionsif neces- .. . ... . - .. - . , sary-. tions, shall be advertised m one or more newspapers pub- lished in the city of Raleigh, and the books for receiving the same shall not be closed in less than ten days ; and if it shall appear that more than two thousand shares of the capital stock aforesaid shall have been subscribed (29) for within the said ten days, it shall be the duty of the said commissioners at Raleigh, or any five of them, to reduce the number of shares subscribed for among the subscribers, in fair and equal proportions to the amount of stock subscribed for respectively by each until the whole amount of shares shall be reduced to two thousand, but if the whole amount shall not be subscribed for within ten days from the time the books shall be opened to re- ceive subscriptions, then the books may be closed or con- tinued open, or closed and re-opened without further notice as a majority of the above mentioned commis- sioners may judge to be most expedient until the whole number of shares shall be subscribed for. Sec. 3. When one thousand shares shall be subscribed incorporation, for, in manner aforesaid, the subscribers, their execu- tors, administrators or assigns, shall be and they are hereby declared to be incorporated into a company by the name and style of the Weldon Railroad Company, and by that name shall be capable in law of purchasing, holding, selling, leasing and conveying estates, personal and mixed, so far as shall be necessary for the purposes hereinafter mentioned, and no further, and shall have perpetual succession, and by said corporate name, may sue and be sued and may have and use a common seal which they shall have power to alter or renew at pleas- ure, and shall have and enjoy, and may exercise all the powers, rights and privileges which other corporate bodies may lawfully do for the purposes mentioned in this act, and may make all such by-laws, rules and regulations, not inconsistent with the laws of this State or the United States, as shall be necessary for the well ordering and con- ducting the affairs of the Company. Upon any subscrip- tion of stocks as aforesaid, there shall be paid at the time of subscribing to the said commissioners or their agents appointed to receive such subscriptions, the sum of two dollars on every share subscribed, and the residue thereof instalments. shall be paid in such instalments and at such times as (30) may be required by the President and Directors of said Company. Sonersf Commis " Sec. 4. The said commissioners or their agents shall forthwith, after the first election of President and Direc- tors of the Company, pay over to the said President and Directors all moneys received by them, and on failure thereof, the said President and Directors may recover the amount due from them or from any one of them by mo- tion, on ten days previous notice in the Court of Pleas and Quarter Sessions, or the Superior Court of law in any county wherein such commissioner or commissioners, their executors or administrators may reside or by war- rant before a Justice of the Peace of said county. Meeting of stock- Sec. 5. When one hundred thousand dollars or more holders. of the stock shall have been subscribed, public notice of that event shall be given by any three or more of the said commissioners, who shall have power at the same time to call a general meeting of the subscribers, at such convenient place and time as they shall name in said notice. Quorum, Sec. 6. To constitute any such meeting, a number of persons entitled to a majority of all the votes which could be given upon all the shares subscribed shall be present either in person or by proxy ; and if a sufficient number to constitute a meeting do not attend on that day, those who attend shall have power to adjourn from time to time, until a meeting shall be formed. officers. Sec. 7. The subscribers at their general meeting before directed, and the proprietors of stock at every annual meeting therereafter, shall elect a President and five Directors, who shall continue in office, unless sooner re- moved, until the next annual meeting after their election, and until their successors shall be elected, but the said (31) President and Directors, or any of them, may at any time be removed and the vacancy thereby occasioned be filled by a majority of the votes given at any general meeting. The President, with any two or more of the Directors, or in the event of the sickness, absence or disability of the President, any three or more of the Directors who shall appoint one of their own body President pro tern,, shall constitute a board for the transaction of business; in case of vacancy in the office of President, or any Director, happening from death, resignation, removal or disability, such vacancy may be supplied by the appointment of the board, until the next annual meeting. Sec. 8. The President and Directors of said Company rowers', shall be and they are hereby invested with all the rights and powers necessary for the construction, repair and maintaining of a Railroad, to be located as aforesaid, with as many sets of tracks as they or a majority of them may deem necessary, and may cause to be made, and also to make and construct all works whatsoever, which may be necessary and expedient in order to the proper comple- tion of the said railroad. Sec. 9. The President and Directors shall have power contracts, &c. to make contracts with any person or persons on behalf of the Company, for making the said railroad and per- forming all other works respecting the same, which they shall judge necessary and proper, and to require from the subscribers, from time to time, such advances of money on their re3pective shares as the wants of the Company may demand, until the whole of their subscrip- tions shall be advanced ; to call, on any emergency, a general meeting of the subscribers, giving one month's notice thereof in one of the newspapers printed in the city of Raleigh, to appoint a treasurer, clerk, and such other officers as they may require, and to transact all the business of the Company during the intervals between the general meetings of the stockholders. (32) Lai?urlto n plysui)- ^ec. 10- If any stockholder shall fail to pay the sum ofti?estockhoid a e"s required of him by the President and Directors, or by a majority of them, within one month after the same shall have been advertised in one of the newspapers published in the city of Raleigh, it shall and may be lawful for the President and Directors, or a majority of them, to sell at public auction, and to convey to the purchasers the share or shares of such stockholder, so failing or refusing, giving one month's previous notice of the time and place of sale, in manner aforesaid and after retaining the sum due, and all charges of the sale, out of the proceeds there- of, to pay the surplus over to the former owner or his legal representative, and if the said sale shall not pro- duce the sum required to be advanced, with the inci- dental charges attending the sale, then the President and Directors may recover the balance of the original pro- prietor or his assignee, or the executor or administrator of either of them, by suit in any court of record having jurisdiction thereof, or by warrant before a Justice of the Peace of the county of which he is a resident ; and any purchaser of the steck of the Company under the sale by the President and Directors, shall be subject to the same rules and regulations as the original proprietors. increase of capital Sec. 11. Be it further enacted, That if the capital stock of the Compan}' hereby incorporated, shall be found in- sufficient for the purpose of this act ; it shall and may be lawful for the President and Directors of the said Com-' pan}'', or a majority of them, from time to time, to in- crease the said capital stock to an amount not exceeding two hundred and fifty thousand dollars, by the addition of as many shares as they may deem necessary, first giv- ing the individual stockholders, for the time being or their legal representatives, the option of taking such ad- ditional shares, in proportion to the amount of stock respectively held by them, and opening books in the city of Raleigh, and such other places as the President and Directors may think proper, for any balance of the capi- (33) tal stock created which may not be taken by said stock- holders for the time being, or in their behalf; and the subscribers for such additional shares of the capital stock in the said Company are hereby declared to be thence- forward incorporated into the said Company with all the privileges and advantages and subject to all the liabilities of the original stockholders. Sec. 12. Beit further enacted, That the President and Property of the y ' i ompany pledged Directors, or a majority of them, shall have power to bor- onnonies^onw- row money for the objects of this act, to issue certificates ed - or other evidences of such loans, and make the same con- vertible into the stock of the Company, at the pleasure of the holder, provided that the capital shall not thereby be increased to an amount exceeding two hundred and fifty thousand dollars, and to pledge the property of the Com- pany for the payment of the same, with its interest, pro- vided that no certificate of loan convertible into stock, or creating any lien or mortgage on the property of the Company, shall be issued by the President and Directors, unless the expediency of making a loan on such terms and of issuing such certificates shall have first been de- termined on at a general meeting of the stockholders by two-thirds of the votes which could legally be given in favor of the same. Sec. 13, Be it further enacted, That the said President Authority to enter and Directors, their officers, agents and servants shall have full power and authority to enter upon all lands and tenements through which they may desire to conduct their railroad, and to lay out the same according to their pleasure so that the dwelling-house, yard, garden or curtelage of no person be invaded without his consent ; and that they shall have power to enter on and lay out such contiguous lands as they may desire to occupy as sites for depots, toll houses, warehouses, engine sheds, workshops, water stations, and other buildings for the necessary accommodation of their officers, agents and (34) Appointment of assessors. servants, their horses, mules and other cattle for the pro- Proviso, tection of property entrusted to their care : Provided, That the land so laid out on the line of the railroad shall not exceed, except at deep cuts and fillings, eighty feet in width, and that the adjoining land for the sites of build- ings, unless the President and Directors can agree with the owner or owners for the purchase of the same, shall not exceed one and a half acres in any one parcel. If the President and Directors cannot agree with the owner or owners of the land so entered on and laid out by them, as to the terms of purchase, it shall be lawful for them to apply to the Court of Pleas and Quarter Sessions of the county in which said land or the greater part of it may lie, and upon such application, the Court shall appoint five disinterested and impartial freeholders to assess the damages to the owner from the condemnation of the land for the purposes aforesaid. No appointment, however, shall be made, unless ten days previous notice of the ap- plication shall have been given to the owner of the land, or the guardian, if the owner be an infant or non-compos mentis, if such owner or guardian can be found within the county. Or if he cannot be so found, then such ap- pointment shall not be made unless notice of the appoint- ment shall have been published at least one month next preceding, in some newspaper printed as convenient 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, at least of the next preceding term of said Court. A day for the meeting of the said freeholders to perform the duty assigned them, shall be designated in the order ap- pointing them, and any one or more of them attending on that day, may adjourn from time to time until their business shall be finished. Of the five freeholders so ap- Quormn. pointed, any three or more may act, after having been duly sworn or solemnly affirmed before some Justice of the Peace, that they will impartially and justly, to the best of their ability, ascertain the damages that will be sustained by the proprietor of the land from the condem- f35) nation thereof for the use of the Company, and that they will truly certify their proceedings thereupon to the Court of said county. Sec. 14. It shall be the duty of the said freeholders in Duty of assessors. pursuance of the order appointing them, to assemble on the land proposed to be condemned, and after viewing the same, and hearing such proper evidence as either party may offer, they shall ascertain, according to their best judgment, the damages which the proprietor of the land will sustain by the condemnation thereof for the. Company. In performing this duty, they shall consider the proprietor of the lands as being the owner of the whole fee simple interest therein ; they shall take into consideration the quality and the quantity of the land to be condemned, the additional fencing that will be re- quired thereby, and all the inconvenience that will result to the proprietor from the condemnation thereof, and shall combine therewith a just regard for the advantages which the owner of the land will derive from opening the railroad through the same. Sec. 15. When the said freeholders shall have agreed Form of report, upon the amount of damages they shall forthwith make a written report of their proceedings under their hands and seals as follows : We. , freeholders ap- pointed by an order of the Court of Pleas and Quarter Sessions for the purpose of ascertaining the damages that will be sustained by , proprietors of certain lands iu said county, which the President and Directors of the Wel- don Railroad Company propose to condemn for their use, do hereby certify that we met together on the land afore- said, on the day of , the day appointed therefor -by the said order, (or the day to which we were regularly adjourned from the day appointed for our meeting by said order), and that having been first duly sworn (or affirmed as the case may be) and having visited the premises, we proceeded to estimate the quantity and Form of Justice's certificate. (36) quality of land aforesaid, the quantity of additional fenc- ing which would probably be occasioned by its condem- nation, and all other inconveniences which would proba- bly result therefrom to the proprietor of said land and that we combined with these considerations as far as we could, a just regard to the advantages which would be derived by the proprietor of the said land from the open- ing of the aforesaid railroad through the same; that under the influence of these considerations we have esti- mated and do hereby assess the damages aforesaid at the sum of . Given under our hands and seals this day of . At the foot of the report so made the mag- istrate before whom the said freeholders were sworn shall make a certificate in substance as follows : county. Set. I, , a Justice of the Peace for the said county, do hereby certify that the above named freeholders, before they executed their duties as above certified, were solemnly sworn (or affirmed) before me. that they would impartially and justty to the best of their ability ascer- tain the damages which would be sustained by the above named by the condemnation of the aforementioned land for the use of the Weldon Railroad Company, and that they would certify truly their proceedings thereon to the court of said county. Given under my hand, this day of . Provision in case of failure by as- sessors to report. Sec. 16. The report of the freeholders so made', to- gether with the certificate of the Justice of the Peace as aforesaid shall be forthwith returned by the said free- holders to the court of the county, and unless good cause can be shown against the report, it shall be confirmed by the court and entered upon record ; but if the said report should be disaffirmed, or if the said freeholders, being unable to agree, should report their disagreement, or if from any other cause they should fail to make a report within a reasonable time after their appointment the court may, in its discretion, as often as may be necessary, supersede them or any of them, appoint others in their (37) stead, and direct another view and report to be made in the manner above prescribed. Sec. 17. On the confirmation of any such report, and ^companyon on payment or tender to the proprietor of the land, of report?&c.° n of the damage so assessed, or the payment of said damages into Co/rt when for good cause shown, the Court shall have so ordered, the land viewed and assessed as afore- said shall be vested in the Weldon Railroad Company, and they shall be adjudged to hold the same in fee simple in the same manner as if the proprietor had sold and conveyed it to them. Sec. 18. While these proceedings are' pending for the company author- . . , , , . „ ized to enter upon purpose of ascertaining the damages to the proprietor for lands before the 1 r ° ° r l appointment of the condemnation of his land, and even before they shall assessors. have been established, the President and Directors, if they think that the interest of the Company require it, may, by themselves, their officers, agents and servants, enter upon the lands laid out by them as aforesaid, and which they desire to condemn and apply to the use of the said Company. If, when they so take possession, pro- ceedings to ascertain the damages as aforesaid be pend- ing, it shall be their duty diligently to prosecute them to .. conclusion, and when the report of the freeholdeis ascer- taining the damages, shall be returned and confirmed, the Court shall render judgment in favor of the proprie- tors of the land for the amount thereof, and either com- pel its payment into Court, or award process of execution for the recovery, as to them shall seem right. Sec. 19. In the meantime no order shall be made, and no injunction shall be awarded by any Court or Judge to stay the proceedings of the Company in the prosecution of their work unless it be manifest that their officers, agents or servants, are transcending the authority given them by this act, and that the interposition of the Court (38) is necessary to prevent injury that cannot be adequately compensated for in damages. court authorized Sec. 20. If the President and Directors sh..ll take pos- to appoint asses- r sors on failure of session of any land before the same shall have been pur- the Company to J L doso - chased by them, or condemned or paid for according to the provisions of this act, and shall fail for forty days to institute proceedings for its condemnation as aforesaid, or shall not prosecute with due diligence the proceedings commenced for that purpose, it shall be lawful for the proprietor of the land, upon giving to the said President and Directors or any of them, ten days previous notice, to apply to the Court of the county in which the land or the greater part thereof shall lie, and upon such applica- tion, the Court shall appoint five disinterested and im- partial freeholders to assess the damages to the owner from the condemnation of his land to the use of the Com- pany, shall appoint a day for their meeting, to perform the duties assigned them, and shall dismiss at the cost of the Company any proceedings then depending in their behalf for the condemnation of the said land. The free- Duty of assessors holders so appointed, anv three or more of whom may when appointed n . .. . , ..,.. hy the court. act, shall proceed m the performance of their duties in all respects in the same manner as if they had been ap- pointed by the President and Directors of the Company, ■ and the Court shall in like manner confirm or disaffirm their report, supersede them or any of them, and appoint others in their stead, or direct another view and report to be made as often as may be necessary, and when any such report ascertaining the damages shall be confirmed the Court shall render judgment in favor of the proprietor for the damages so assessed and double costs, and shall thereupon either compel the Company to pay into Court the damages and costs so adjudged, or award process of execution therefor, as to them shall seem right. Vested title. Sec. 21. When the judgment rendered for the dam- ages assessed and costs shall be satisfied by the payment (39) of the money into the court, or otherwise, the title of the land for which such damages are assessed shall be vested in the Company in the same manner as if the proprietor had sold and conveyed it to them. Sec. 22. Be it further enacted That the written consent written consent of the owner valid of any owner or proprietor of any lands, through which the said road is to be constructed, showing his or their agreement to the same, shall be valid and effectual to give the same power and authority over all land required for the construction of the road, as if the same had been conveyed by deed or bargain and sale, or condemned upon petition aforesaid. Sec. 23. The said President and Directors, for the pur- . „. .. , ' L Authority to take pose of constructing their railroad aforesaid and the jj^centiands works necessarily connecting therewith, or of repairing the same after they shall have been made, or of enlarg- ing or otherwise altering the same, shall be at liberty, by themselves, their officers, agents or servants, at any time to enter upon any adjacent lands, and to cut, quarry, dig, take and carry away therefrom any wood, stone, gravel or earth, which they may deem necessary : Provided, Proviso , however, that they shall not, without the consent of the owner, cut down any fruit tree, or any tree preserved in any lot or field for shade or ornament, nor take any timber, gravel, stone, or earth, constituting any part of any fence or building. For all wood, stone, gravel or earth taken Compensat5on t0 under authority of this act, for all incidental injuries owner - done to the inclosure, crops, wood or ground, in taking and carrying away the same, the said President and Directors shall make to the owner a fair and reasonable compensation to be ascertained, if the parties cannot agree, by any three impartial and disinterested free- •,-,-, i i • • i Arbitration. holders, who being appointed for that purpose by any Justice of the Peace, thereto required by the owner, shall be sworn by him, and shall then ascertain the compensa- tion upon their own view of the wood, ground, earth or (40) stone taken and for the injury done as aforesaid in taking ■ Proviso. them : Provided however, That it shall be the duty of the owner or owners to show to the Justice of the Peace to whom the application is made, that ten days previous notice of making the same has been given to the President, or one of the principal agents of the Railroad Company and no award which may be given under any appointment, without such notice, shall be obligatory or binding on the Further proviso. Company : Provided however, That either party not satisfied with the award which may be given as above, may appeal to the Court of Pleas and Quarter Sessions of the county in which the land may be situated, who may as in the case of the assessment of lands, confirm or disaffirm the report of the freeholders, supersede them or any of them, and ap- point others in their stead or direct another view and report to be made as often as may be necessary. Company liable for injury done to property. Sec. 24. If the President and Directors, in entering upon the land of any person under the authority of this act for the purpose of laying out, constructing, enlarging, altering or repairing any of their said works, shall by themselves or their officers, do any wanton and wilful injury to suchland or its appurtenances, or to the crops growing or gathered, or to any other property thereon, the Weldon Railroad Company shall pay to the person so injured, double the amount of damages which shall be assessed by a jury in any proper action therefor ; or if said injury be done by any person or persons who may have contracted with the Com- pany for the construction of any portion of the road or any part of the works connected therewith, he or they shall be responsible to the party injured in the like amount. Established roads or ways not to be obstructed. Sec. 25. Whenever in the construction of said railroad, it shall be necessary to cross or intersect any established road or way, it shall be the duty of the said President and Directors so to construct the said railroad across such established roads or ways as not to impede the passage or transportation of persons or property along the same, or (41) when it shall be necessary to pass through the land of any individual, it shall also be their duty to provide for such individual a proper wagon way across said railroad from one part of his land to the other. Provided however, Proviso, that in order to prevent the frequent crossing of estab lished roads or ways, or in case it may be necessary to oc- cupy the same, it may be lawful for the said President and Directors to change the said road to points they may deem expedient to do so and that for entering upon or taking any land that may be necessary therefor, they shall be and are hereby authorized to proceed under the provis- ions of this act, as in the case of land necessary for their railroad. Provided further, That previous to the making Further Proviso, of any such change, the said company shall make and prepare a road equally good with the portion of the road proposed to be substituted, but nothing herein contained shall be so construed as to make it incumbont o.i jthe company to keep in repair the portion of any road which they may have changed as aforesaid. Sec. 26. The said President and Directors or amajori- Carriages, &© ty of them, shall have power to purchase with the funds of the compan}'-, and place on the railroad constructed under this act, all machines, wagons, vehicles and car- riages and teams of every description whatsover, which they may deem necessary or proper for the transporta- tion of persons or property, or if they should deem it more expedient to do so, they may contract with aiw individual or individuals for effecting the transportation on the same. Sec. 27. All machines, wagons, vehicles and car- Property of the • i • i Company. nages purchased as aforesaid with the funds of the com- pany, or engaged in the business of transportation on said railroad and all the works of said Company con- structed, or property acquired under the authority of this act, and all profits which shall accrue from thesame, shall be vested in the respective stockholders of the com> 6 (42) pany forever in the proportion of their respective shares and the same shall be deemed personal estate and shall be exempt from any public charge or tax whatsoever. Tram porta* V,n. Sec. 28. Upon theroad hereby authorized the company shall have the exclusive right of transportation. "When it is completed, they shall at all times furnish and keep in good repair the necessary carriages and other requi- sites for the safe and convenient transportation of per- sons and property and it shall be their duty, at all times upon the payment or tender of the tolls hereby allowed, to transport to any depot on the road, which the owner of the goods may indicate and thereto deliver all articles which shall be delivered to them for transportation, or of- fered to them in proper condition to be transported at said depot on the road most convenient for the reception thereof. order of transpor- Sec. 29. They shall give no undue preference to the tatlon - <• i n i property of one person over that of another, but as far as practicable shall carry each in the order of time in which it shall be delivered or offerred for transportation, with the tolls paid or tendered. If the company or any of its officers or agents shall fail to receive, transport or deliver in due time any property so offered to them for transpor- ureTo'trans 1 it* 1 Nation, or shall faii to take up or sit down any passenger or passengers at such convenient point as he or they may desire, upon the payment or tender of the passage money hereby allowed, they shall forfeit and pay to the party so injured, double the amount of the lawful toll paid or tendered, and shall moreover be liable to an action on the case in which full damages and double costs shall be recovered. Sec. 80. So soon as any portion of the railroad hereby authorized, may be in readiness for transportation, it shall be lawful for the said President and Directors to transport by their officers or agents or by contracts under them, persons and property on the same, and they shall (43) have power to charge for the transportation of persons, goods, produce, merchandize and other articles and for the transportation of the mail, any sum not exceeding the following rates, viz : On persons, not exceeding eight ^ao" 01 tians i }01 '- cents a mile for each person, unless the distance which any person be transported be less than ten miles, in which case the President and Directors may be entitled to make an extra charge of fifty cents for taking up and putting down each person so transported ; for the trans- portation of goods, produce, merchandize and other ar- ticles, not exceeding an average of twelve cents per ton per mile and for the transportation of the mail, such sums as they may agree for and the said President and Directors shall be furthermore entitled to demand and receive for the weighing, storage and delivery of produce and other commodities at their depots and warehouses, rates not exceeding the ordinary warehouse rates charged for such services. Sec. 31. Be it farther enacted, That if the said President Bridge, and Directors shall deem it advisable to construct the bridge which may be necessary on the line of their rail- road of sufficient width to admit of the passage of com- mon roads as well as their railroads over the same, they may be entitled to demand and receive from all persons and for wagons, carriages and for all four and two wheeled vehicles and for beasts of burden, sheep and hogs passing the same, the tolls which may be allowed by the Court of Pleas and Quarter Sessions of the county in which the said bridge may be. Sec. 32. As soon as ten miles of the railroad hereby Dividends, authorized, shall be completed, the President and Di- rectors shall annually or semi-annually declare and make such dividend as they may deem proper, of the nett profits arising from the resources of the said com- pany after deducting the necessary current and proba- ble contingent expenses of the said company and shall (44) divide the same among the proprietors of the stock of said company in proportion to their respective shares. Meeting* of stock- Sec. 33. An annual meeting of the subscribers to the holder*. a stock of said company, shall be held at such time and place in each year, as. the stockholders at their first gen- eral meeting, or at any subseqent meeting, may ap- point, to constitute which or any general meeting called by the President and Directors according to the provis- , ions of this act, the presence of the proprietors entitled to a majority of all the votes which could be given by all the stockholders shall be necessary either in person or by proxy properly authorized and if a sufficient number do not attend on that day or any da}'- appointed for a general meeting called by the Directors aforesaid, the proprietors who do attend may adjourn from time to time until such general meeting shall be had. Appor'ionmentot S EC . 34. J n counting all the votes of the said company each member shall be allowed one vote for each share not exceeding two shares. One vote for every two shares above two and not exceeding ten ; and one vote for every five shares above ten by him held at the time in the stock of the company Provided, however, That no stock- holder whether an individual, body politic or corporate, shall be entitled to more than sixty votes on any amount of the capital stock of said company held by him or them. Sec. 35. The President and Directors shall render dis- tinct accounts of their proceedings and disbursements of money to the annual meeting of the stockholders. Sec. 36. The works hereby required of the Weldon Railroad Company, shall be executed with diligence, and if they be not commenced within three years after the passage of this act and finished within ten years after lit* U5) the first general meeting of the stockholders* then this charter shall be forfeited. Sec. 37. The President and Directors shall cause to be Certificates, written or printed certificates of the shares of the stock in the said companj' and shall deliver one such certifi- cate signed by the President and countersigned by the Treasurer, to each person for the number of shares sub- scribed by him which certificate shall be transferable by him, subject however to all payments due or to become due thereon and such assignee having first caused the transfer or assignment to be entered in a book of the company to be kept for the purpose, shall thenceforth be- come a member of the company aforesaid and shall be liable to pay all sums due, or to become due, upon the stock assigned him : Provided however, That such as- signment shall in no wise exempt the assignor or his representative from their liability to the said company for their payment of all such sums, if the assignee or his representative shalll be unable or fail to pay the same. Sec. 38. If any person or persons shall wilfully, by any f t *SctlngoVinjur- means whatever, impede or hinder the construction or ingtheroad - injure, impair or destroy any part of the railroad to be constructed under this act, or any of the necessary works, machines, wagons, vehicles, carriages or other property belonging to the said company, or shall place any ob- struction on said road, such person or persons shall be deemed guilty of a misdemeanor and on conviction there- of in the Court of Pleas and Quarter Sessions, or Superior Court of Law of the county in which the offence may be committed, shall be fined and imprisoned at the discre- tion of the Court. Sec. 39. Be it further enacted, That when the General proceedings in Assembly may be of the opinion that the charter hereby of charter, granted shall have been violated, it may be lawful by joint resolutions of the two Houses to direct the Attorney (46) General with such assistant counsel as the Governor or Legislature may think proper to engage, to issue a writ of scire facias, returnable before the Judges of the Supreme Court, calling upon the said corporation to show cause why their charter shall not be forfeited, subject to the same proceedings as are now prescribed by law in case 8i?ection pen t0 in " °^ °^ ier corporations. Their books shall at all times be open to the inspection of a Committee of the General As- sembly appointed for the purpose, and the President of said Company shall biennially make a report to the Legislature, on or before the third week of their session of their receipts and expenditures, and of such other of their proceedings as he shall deem proper. r.oad may be Sec. 40. Be it further enacted, That any railroad which crossed. raa y hereafter be constructed by the State or by any company incorporated by the Legislature, shall be at liberty to cross the road hereby allowed to be constructed upon a level or otherwise as may be advantageous : Pro- vided, that the free passage of the Weldon Railroad is not obstructed. Depot at the peint Sec. 41. Beit farther enacted, That whenever the Railroad cross&d • shall be so crossed or approached by any other Railroad incorporated by the State, the said Weldon Railroad Company may erect a depot at or near the point of in- tersection, where they may receive and deliver passen- gers and freight and take therefor the same rates of compensation and be subject to the same regulations as other depots and if they fail or refuse to erect such depot the State or company owning such intersecting road may erect one and the company hereby incorporated shall receive and deliver passengers and freight at such depot, under the same regulations as aforesaid unless the same shall be rendered impracticable by the situa- tion of the railroad at such place. Sec. 42, And be it further enacted, That this act shall (47) take effect and be in force from and after its ratification, and shall enure and continue for the term of ninety years, [Ratified the 8th day of January, A. D. 1839.] The following Act was ratified 12th January, 1841. AN ACT FOR THE BENEFIT OF THE RALEIGH AND GASTON RAIL- ROAD COMPANY. Section 1. Be it enacted by the General Assembly of the charges'ofthe 6 State of North Carolina, and it is hereby enacted by the an- cning a p/r m r ne r . ar thority of the same, That it shall hereafter be lawful for said company to charge for the transportation of passen- gers any sum not exceeding ten cents per mile, any law to the contrary notwithstanding. Sec. 2. And be it further enacted, That this act jhall be in force from and after its passage until the end of the next session of the Legislature. [Ratified the 12th day of January, 1841.] The following Act was ratified 4th of January, 1841: AN ACT TO SECURE THE STATE AGAIKST ANY AND EVERY LIA- BILITY INCURRED FOR THE RALEIGH AND GASTON RAILROAD COMPANY, AND FOR THE RELIEF OF THE SAME. Section 1. Be it enacted by the General Assembly of the The railroad may State of North Carolina, and it is hereby enacted by the au- S^heVmomrtof ., .. /.., _ mi . r, ,i - $30<\000 payable to thority oj the same, Inat at any time alter the passage of the Pubito Treas- this act, the President and Directors of the Raleigh and Gaston Railroad Company, may make their bonds pay- able to the Public Treasurer of the State of North Caro- lina, for the sum of three hundred thousand dollars and no more, which said bonds are to be signed by the Presi- dent, and under the seal of the corporation, and made for any sum or sums, not under one thousand dollars, and (48) ments. to carry interest at the rate of six per cent, per annum, semi r -annnaii e y pa,d wn ^ cn interest is to be paid semi-annually, to- wit: on the first Monday in January and the first Monday in July in each and every year thereafter ; the principal sums pai3°m hiatal? re secure< ^ D J sa id bonds to be payable as follows, that is to say, as to one-tenth part thereof, on the first Monday in January, A. D. one thousand eight hundred and forty- five, as to one other tenth part thereof, on the first Mon- day in January, one thousand eight hundred and forty- six, as to one other tenth part thereof, on the first Monday in January, one thousand eight hundred and forty -seven, as to one other tenth part thereof, on the first Monday in January, one thousand eight hundred and forty-eight, as to one other tenth part thereof, on the first Monday in January, one thousand eight hundred and forty-nine, as to the one other tenth part thereof, on the first Monday in Januar\, one thousand eight hundred and fifty, as to one other tenth part thereof, on the first Monday of January, one thousand eight hundred and fity-one, as to one other tenth part thereof, on the first Monday of January, one thousand eight hundred and fifty-two, as to one other tenth part thereof, on the first Monday of January, one thousand eight hundred and fifty-three, and as to the remaining tenth part thereof, on the first day of January, A. D. one thousand eight hundred and fifty-four. Public Treasurer Sec. 2. Be it farther enacted, That upon the President te endorse the ■> n • ■< • bonds. making the bonds as aforesaid, and filing the same with the Public Treasurer of the State it shall be his duty and he is hereby directed to endorse on said bonds as follows : " Pay to '■ or order." and this endorse- ment pledges the State of North Carolina as security for the payment of the sum in the bond according to the provisions of this act, which endorsement is to be signed by the Public Treasurer in his official capacity and coun- tersigned by the Comptroller. The Public Treasurer after endorsing the bonds as before mentioned, shall duly (49) number and register them at large in a book prepared and kept for that purpose. Sec. 3. Be it further enacted, That it shall be the duty The^nds^theuto of the Public Treasurer on the endorsement being made £r i th°elruse? pany as directed, and the bonds being numbered and regis- tered, and the mortgage as hereinafter directed, being made and delivered to the Governor, to deliver the same to the President and Directors of said Company and they are at liberty to fill up the blank in said endorsement with the name or names of the person or persons, or company or corporation, to whom the same may be sold or transferred, and when so filled up shall be as binding on the State of North Carolina as if the same was done by the Public Treasurer at the time of making the en- dorsement aforesaid. Sec 4. Be it farther enacted. That the President and The Railroad com- ' D any t0 make a Directors, from time to time, as they shall sell or transfer statement to the : i j Public Treasurer the said bonds, and fill up the blank with the name or oMjj»| ^borias names* of the person, company or corporation to whom are disposed of. they are sold or transferred, shall cause a statement to be filed with the Public Treasurer, setting forth the time of the transfer, or sale, the person, company or corporation, to whom pa}^able, to be by him registered in the book to be kept for the registration of the bonds aforesaid. Sec 5. Be it further enacted, That for the payment semi- Faith of the state n *••/ 2. Be it farther enacted, That the capital .stock of said company shall consist of eight hundred thousand dollars, (except as hereinafter provided,) to be held as follows, to wit : one-half thereof, or four hundred thou- sand dollars by the State of North Carolina, in consid- eration of the transfer and" assignment by the said State, as hereinafter provided, to the said corporation, of that railroad heretofore known as the Raleigh and Gas- ton Railroad, and now the property of the said State, to- gether with all its machine shops, implements, ware- houses, depots, water stations, engines and every other description of propert}^ real personal, or mixed, apper- taining to the same; and the other half of the said capi- tal shall be held and owned in shares of one hundred dollars each, by those individuals who subscribed for the same, according to the returns of the said original com- missioners, their executors, administrators or assigns ; and whenever it shall appear by the certificate of the president and treasurer of the said corporation that the said sum of four hundred thousand dollars hath been actually paid in by the said subscribers and expended by the said company in rebuilding the Raleigh and Gaston Railroad with an iron rail weighing not less than fifty pounds to the lineal yard and in the purchase of the necessary cars, engines and other suitable materials for properly stocking and equipping the road, so as to do the transportation thereon, then it shall be the duty of the Governor of the State for the time being, and he is hereby authorized and required, under the great seal of the State, to transfer and convey to the said corporation (87) the said Raleigh and G-aston Railroad, with all its fix- tures and equipments hereinbefore mentioned. Sec. 3. Be it further enacted, That the State of North state Directors. Carolina shall be entitled to three directors in the said company, to be annually appointed by the board of in- ternal improvements, and at the annual meetings of said company the individual stockholders shall have power and authority to elect four directors, citizens of the State, who, with the directors on the part of the State, shall have power to elect a president out of their own body, to manage all the affairs of the said company, and the said directors shall continue in office until their successors shall have been elected. The president, with any three or more of the directors, or in the absence of the presi- dent, any four of the directors, who shall appoint one of their own body president pro tern., shall constitute a board for the transaction of business. In case of vacancy in the office of president or any director, from death, resig- nation, or otherwise, such vacancy shall be supplied by appointment of the board until the next annual meeting : Provided, That whenever the State shall transfer its stock, in whole or in part, the State shall have only one direc- tor for every thousand [shares] which it may retain in the stock of said company. Sec. 4. Be it farther enacted, That an annual meeting Annual meeting, of the subscribers to the stock of the said company, shall be held, at such time and place in each year as the stock- holders, at their general or at any subsequent meeting may appoint, to constitute which, or any general meet- ing called by the president and directors according to the provisions of this act, a number of persons owning a ma- jority of the shares of stock held by individuals in said corporation, shall be present either in person or by proxy ; and if a sufficient number to constitute a meeting do not attend on the day appointed, those who do attend shall (88) have power to adjourn from time to time until a meeting shall be formed. Votes. Contracts Sec. 5. Be it farther enacted, That in all general meet- ings of the said company, each stockholder shall be en- titled to give one vote for each share not exceeding ten shares, and one vote for every three shares above ten shares ; and it shall be lawful for the board of internal improvements to appoint some suitable person to repre- sent the interest of the State in all such meetings, who shall have a right to vote on all questions coming before them, except in the election of the directors, to be ap- pointed by the individual stockholders. Sec. 6. Be it further enacted, That the said President and Directors shall have full power and authority to make contracts, with any person or persons on behalf of the said company for reconstructing said road and per- forming all other works, which from time to time may be necessary for the completion and repairs of the said road ; to require from the individual stockholders from time to time such advances of money on their respective shares, as the wants of the company may demand until the whole of their subscriptions shall be advanced ; to call on any emergency a general meeting of the stock- holders, giving one month's previous notice thereof, in one or more newspapers ; to appoint a treasurer,clerk and other officers, as they may require and generally to trans- act all the necessary business of the company during the intervals between the general meetings of the stockhold- ers : Provided,, That no loan, which may be equivalent to an increase of the capital stock of said compan} r , and for which the assignable bonds or other securities of the said company are to be given, shall be made by the said President and Directors, unless such loan be first author- ized, at a general meeting of the stockholders, and in the event of such loan being made no dividend shall be paid upon any stock holden in said company, until the inter- (89) est upon such debts shall have been paid or reserved out of the profits, and a sinking fund equivalent to at least six -per centum per annum, on such debt shall have been like- wise reserved, to be invested by the President and Di- rectors, in some good and valid security : Provided further, That all loans which may have been heretofore or may be hereafter authorized by the said stockholders in gen- eral meeting, shall be valid and obligatory upon the said corporation. Sec. 7. Be it further enacted, That if airy stockholder Delinquent stock- shall fail to pay the sum required of him by the Presi- dent and Directors within one month after the same shall have [been] advertised in one or more convenient news- papers, it shall and may be lawful for the said president and Directors to sell at public auction and to convey to the purchaser the share or shares of such stockholders so failing giving one month's previous notice of the time and place of sale in manner aforesaid, and after retaining the sum due and charges of sale out of the proceeds thereof, to pay the surplus, if any to the owners, or his legal representative ; and if the said sale shall not pro- duce the sum required to be advanced, with the incident charges attending the sale, then the said President and Directors may recover the balance from the original sub- scriber, or his assignee, or the executor or administrator of either of them, by suit in any court of record having jurisdiction thereof, or by warrant before any justice of the peace of the county of which he is a resident, and any purchaser of the stock of the company undei such sale shall be subject to the same rules and regulations as the original proprietor. It shall, never- theless, be lawful for the said President and Directors, if they deem it expedient, instead of selling the stock of delinquent subscribers, as contemplated by this section, to recover such sums as may be due the said company from deliuquent subscribers by suit in any court of re- cord having jurisdiction thereof, or by warrant before any ' 12 (90) justice of the peace of the county in which such delin- quent stockholder is a resident. Eights and piw Sec. 8. Be it further enacted, That the said railroad and all engines, cars and machinery, and all the woiks of said company, together with all profits which shall accrue from the same, and all the property thereof of every de- scription shall be vested in the said company, one half thereof to the use and benefit of the State, and the other half to the us? and benefit of the individual stockholders, and the same shall be deemed and held to be personal estate, and shall be exempt from any public charge or tax whatsoever for the term of fifteen years, and thereafter the Legislature may impose a tax not exceeding twenty- five cents per annum on each share of the capital stock held by individuals whenever the annual profits shall exceed eight per cent. conveyance of Sec. 9. Be it farther enacted, That in case of domestic in- troors, &c. " vasion or insurrection the said Company shall transport tbe troops and munitions of war of the State of North Carolina free of charge . F.-eiLht&c. Sec. 10. Be it farther enacted, That the said Company shall give no undue preference to the property of one per- son over that of another, but as far as practicable shall transport such in the order of time in which it shall be de- livered or offered for transportation, the toll thereon being first paid or tendered ; and it shall be lawful for them to charge for the transportation of persons, goods, produce and merchandise, and for the mail any sum not exceeding the following rates : On persons, not exceeding six cents per mile for each person, unless the distance which any person may be transported should be less than ten miles, in which case an extra charge of fifty cents may be made for taking up and putting down such persons : for the trans- portation of produce, goods, wares, merchandise and other articles not exceeding an average of eight cents per ton, (91) and for the transportation of the mail, such sum as may be agreed upon between the Company and the Post Office Department of the United States. Sec. 11. Be it further enacted. That the President and Account of pro- J ' ceedings; Directors shall render distinct accounts of their proceed- ings and disbursements of money to each annual meeting of the stockholders. . Sec 12. Be it further enacted, That the President and certificate of J ' stock. Directors shall cause to be printed certificates of the shares of the stock in the said company, and, whenever the terms hereinbefore mentioned shall have been com- plied with, shall deliver one such certificate signed by the president and countersigned by the treasurer, to each person for the number of shares subscribed by him, her or them, or to the assignee of such subscribers, which certificate shall be transferable, either in person or by attorney, on the books of the said company and on each such transfer the assignee shall henceforth become a member of the said company and shall be entitled to all the privileges and subject to the rules and regulations of the same. Sec. 13. Be it farther enacted, That whenever the Gen- violation of eral Assembly may be of opinion that the characters [charters] hereby granted shall have been violated, it may be lawful, by joint resolution of the two houses to direct the Attorney General, with such assistant council as the Governor or the Legislature may think proper to engage, to issue a writ of scire facias returnable before the Judges of the Supreme Court, calling upon the said corporation to show cause why their charters shall not be forfeited , subject to the same proceeding as are now prescribed by law in case of other corporations. Their books shall be at all times open to the inspection of a committee of the General Assembly, appointed for that purpose and the President of said company shall bien- Privileges of other roads, Depots. Profits. Iron. (92) liially make a report to the Legislature on or before the third week of their session, so long as the State shall re- main a stockholder, of their receipts and expenditures and of such other of their expenditures as he shall deem proper. Sec. 14. Be it farther enacted, That any railroad which may hereafter be constructed by the State, or by any company incorporated by the Legislatute, shall be at lib- erty to cross the road hereby allowed to be reconstructed, upon a level or otherwise as may be advantageous : Pro- vided, The free passage of the Raleigh and Giston Rail- road be not thereby obstructed. Sec. 15. Be it further enacted, That whenever the said railroad shall be so crossed or approached by any other railroad incorporated by this State, the said Raleigh and Gaston Railroad Company may erect a depot at or near the point of intersection, where they may receive and de- liver passengers and freights and take therefor the same rates of transportation and be subject to the same rules and regulations as at other depots, and should they fail or refuse to erect such depots, the State or company own- ing such intersecting road may erect one, and the com- pany hereby incorporated shall receive and deliver pas- sengers and freights at such depots, under the same regu- lations as aforesaid, unless the same shall be rendered impracticable by the situation of the railroad at that place. Sec. 16. Be it further enacted, That the profits of the said company shall be divided annually or semi-annually, at the pleasure of said company, one-half thereof to the State of North Carolina, to be paid to the Public Treas- urer of the State, and the other half among the individual stockholders, according to their respective shares. Sec. 17. Be it further enacted, That it shall be lawful for (93) the said president and directors to sell the iron on the Raleigh and Gaston Railroad and apply the proceeds thereof to the reconstruction of the said road, except so much of the said iron as was purchased of Joseph Ander- son, of Richmond, Virginia. Sec. 18. Be it further enacted, That to enable the said J, u " ct i on wlth N - Raleigh and Gaston Railroad Company to effect a junc- tion and form an actual connection with the North Caro- lina Railroad whenever the superstructure shall have been laid on that part of the road of the North Carolina Railroad Company . lying between Raleigh and Golds- boro, as provided in the fifty-second section of the act in- corporating the North Carolina Railroad Company, the President and Directors are hereby invested with full powers and authority to make all necessary contracts for the construction of said road and to resort to the same means for purchasing or condemning such lands as may be required therefor as are provided in the act incorpo- rating the North Carolina Railroad Company. Sec. 19. "And whereas, it is provided by the forty-ninth othe^iS^ section of the act incorporating the North Carolina Rail- road Company," that whenever "the Roanoke Railroad Company or the Seaboard and Roanoke Railroad Com- pany, with or without the aid of individuals, shall sub- scribe to the Raleigh and Gaston Railroad Company one- half of the sum necessary to construct a railroad from some convenient point on the Raleigh and Gaston Rail- road, near the Littleton depot, or any point between that depot, Roanoke river, and the town of Weldon, or any point in the neighborhood thereof, so as to connect with the Wilmington and Raleigh Railroad, and the Seaboard and Roanoke Railroad, and shall expend the said sum in forming the said connection, then the said Raleigh and Gaston Railroad shall be extended to the said town of Weldon, or neighborhood thereof; and the Public Treas- urer is hereby authorized and directed to subscribe for an (U) equal sum for and in behalf of the State, and pay for such subscriptions out of any money in the Treasury not otherwise appropriated ; and for the want of such money in the Treasury, the Public Treasurer is hereby author- ized to borrow the sum at a rate of interest not exceeding six per cent, per annum, and to issue bonds payable at •any time within ten years, for not less than five hundred dollars each ;" and whereas, the said Seaboard and Roanoke Railroad Company hath already subscribed to the said Raleigh and G-aston Railroad Company, the sum of seventy-five thousand dollars for the purpose of con- structing said road, which subscription hath been ac- cepted by the stockholders of the said Raleigh and Gaston Railroad Company ; and whereas, the said road hath been already located and commenced, and a large portion of said subscription hath already been paid by the said Seaboard and Roanoke Railroad Company towards the construction of said road ; and whereas, such connection is deemed of great importance to the said Raleigh and Gas- ton Railroad and to the people of this State : Be it there- fore enacted, That the said above recited section is hereby re-affirmed and re-enacted and declared to be a part of the charter of said Raleigh and Gaston Railroad Com- pany, with the following provisions and amendments : "Now, that for the purpose of rendering the same effec- tual, and guarding the interest of the [of the] State, and of the said Raleigh and Gaston Railroad Company, William Collins, Francis Mallory and Samuel S. Roysters, with the agent or representative of the State, appointed by the Board of Internal Improvements, are hereby appointed commissioners to superintend the construction of said connection, and the disbursement of the funds intended to be applied to the same, with power to employ a Treas- urer for the safe keeping and disbursing the funds, and to require from said Treasurer such bonds as they may deem proper for the faithful discharge of his official duty. Extension. Sec. 20. And be it further enacted, That said commissioners (95) shall have, and are hereby declared to have all the powers and rights necessary to effect the construction of the said connection, and may in their names commence and prose- cute to judgment all such proceedings as may be requisite and proper, for the purpose of condemning any lands which may be required for the construction of said road, iu the manner and on the same process and conditions as are pre- scribed in the act incorporating the said North Carolina Railroad Company ; and whereas it may be necessary for the Raleigh and Gaston Railroad Company to form a con nection from the town of "Weld on with the navigable waters of the Roanoke river below said town, so as to connect with the steamboats and vessels navigating the Roanoke river and Albemarle Sound : Therefore be it enacted, That the President and Directors of the said Raleigh and Gaston Railroad Company be and they are hereby authorized and empowered, whenever they may deem it expedient, to extend their railroad to the novigable water of the Roanoke river, and they are hereby vested with full power and authority to make all necessary contracts for the construction of said railroad, and to resort to the same means for purchasing or condemning such lands as may be required therefore [therefor] as are provided in the act incorporating the North Carolina Railroad. Sec. 21. Be it farther enacted , That whenever the said Duplicate road shall have been completed, it shall be the dut} T of tmns ' the said commissioners to make out a duplicate return of their proceeding, stating the particulars of the cost of the construction of said road, one of which shall be made to tlfe Governorof the State, the other to the President of the Raleigh and Gaston Railroad Company, and upon the same being accepted, the cost of said construction shall be added to and constitute a part of the capital stock of the said Raleigh and Gaston Railroad Company at the rate of one share for each hundred dollars of such cost and vest one-half in the State of North Carolina and (96) one-half in such corporation or individuals as may have subscribed to the said stock, according to the respective amounts of such subscription, their executors, adminis- trators or assigns, and shall be for such amount an in- crease of the capital stock of said Raleigh and Gaston Railroad Company over and above the sum of eight hun- dred thousand dollars hereinbefore declared to be the capital of the said company, and thereupon the said Raleigh and Gaston Railroad shall be extended to the said town of Weldon or such point in the vicinity thereof as such connection may be formed and all the lands purchased or condemned for the construction of said road together with all materials used in the construction thereof, depot?, warehouses and all other property per- taining to the same and all privileges, rights and powers which may be necessary for doing the transportation of freights and passengers on said road, shall be, and the same are hereby declared to be vested in the said Ral- eigh and Gaston Railroad Company in the same manner and to the same intent, as if such connection had consti- tuted a portion of the original Raleigh and Gaston Rail- road. Vacancies. Sec. 22. Be it farther enacted, That in the event of va- cancy in the said board of commissioners, by death* res- ignation or otherwise, such vacancy shall be supplied by the President and Directors of the Raleigh and Gaston Railroad Compan}'. Transportation. Sec. 23. Be it farther enacted. That it shall and may . be lawful for the President and Directors of the said Ral- eigh and Gaston Railroad Company to contract with the President and Directors of the Roanoke Valley Railroad or with the President and Directors or managers of any other railroad connecting with the said Raleigh and Gas- ton Railroad, for doing the transportation of freight and passengers on such road or roads upon such terms as may be agreed on between them. (97) Sec. 24. Be it further enacted, That this act shall take Takes effect, effect immediately from and after its acceptance by three fourths of the stockholders of said Raleigh and Gaston Railroad Company in general meeting assembled — acceptance to be signified to the Governor of the State by the president of said company, rnder the great seal of the same and shall continue in force for the term of nine- ty years from and after such acceptance. [Read three times and ratified in General Assembly, this 25th of December 1852.] The Company was duly organized under the Act of 25th January, 1851, at a Stockholders' meeting held in Warren- ton, JST. C-, 12th September, 1851. The first Annual meeting of Stockholders was held in the town of Henderson, N. C, 14th and 15th January, 1852. The second Annual meeting was held at Raleigh 11th and 12th November, 1852. The following Resolution was ratified 27th December, 1852. RESOLUTION AUTHORIZING HIS EXCELLENCY THE GOVERNOR TO APPOINT AN AGENT TO MAKE A SETTLEMENT WITH THE PRES- ENT RALEIGH AND GASTON RAILROAD COMPANY AND WILLIAM R. ANDERSON. Resolved by the General Assembly of the State of North Car- Agent. olina, That his Excellency, the Governor be, and he is hereby authorized to appoint an agent to make settle- ment with the present Raleigh and Gaston Railroad Com- pany respecting the use of the iron purchased of Joseph R. Anderson. [Read three times and ratified in General Assembly this 21th day of December, A. D. 1852.] The following Resolution was ratified 27th December, 1852: 13 (98) RESOLUTION IN RELATION TO THE SELLING OF RAILROAD IRON, &C , Authority to pen. Resolved by the General Ass mbly of the State of North Car- olina, That the late commissioners of the Raleigh and Gaston Railroad be instructed to sell the railroad iron 'purchased of Joseph R. Anderson, of Richmond, and to deposit the proceeds thereof, in the Public Treasury and that they be furthermore directed to collect the debts re- ported to be due on account of the said railroad, and to deposit the same in the Public Treasuiw. [Read three times and ratified in Genet al Assembly this 21th clay of December, A. D., 1852.] The third Annual meeting was held at Raleigh 15th November, 1853. The fourth Annual meeting was held in Raleigh 2d November, 1854. The following Act was ratified 20th January, 1855 : AN ACT TO AUTHORIZE THE RALEIGH AND GASTON RAILROAD COMPANY TO TAKE STOCK IN THE ROANOKE VALLEY RAIL- ROAD COMPANY. Section. 1. Be it enacted by the General Assembly of the State of North Carolina, and it is hereby enacted by the author- ity of the same, That the Raleigh and Gaston Railroad Company be, and is hereby authorized to receive pay- ment for the sills sold by said Company to D. Shelton to an amount not to exceed twelve thousand dollars, in shares of the stock of the Roanoke Valley Railroad Com- pany, and to hold, sell or otherwise dispose of said stock as the President and Directors of said Raleigh and Gas- ton Railroad Company ma} 7 , from time to time direct. [Ratified the 20th day of January, A. D. 1855.] (99) The following Act was ratified 23d February, 1861". AN ACT ALLOWING THE RALEIGH AND GASTON RAILROAD COM- PANY TO INCREASE THE CAPITAL STOCK. Whereas, The whole capital stock of the Raleigh and Preamble. Gaston Railroad Company is fixed by the charter at the . sura of nine hundred and seven t3 T -five thousand dollars and each share thereof at one hundred dollars and by reason of the great expenditure in permanent fixtures necessarily made to complete the road after exhausting the capital stock, the actual capital invested is now or will soon be upwards of one million five hundred thousand dollars, so that each share in said compan}^ now represents about the sum of one hundred and fifty dollars, and whereas, &t a late general meeting of the stockholders, held on the 4th day'of October last, it was deemed expedient and so resolved, that the company should purchase a portion of the slaves to be employed in its service, whereby each share will represent a still larger additional amount of capital stock, and it is but just that the shares should represent as nearly as practicable the amount of capital invested. Sec. 1. Be it therefore enacted by the General Assembly of Amount of m- the State of North Carolina, and it is hereby enacted by the crtaseof stock - authority of the same, That it shall be lawful for the Ral- eigh and Gaston Railroad Company to increase the num- ber of shares of its capital stock so as to make the whole number fifteen thousand or less, and that the additional number hereby allowed may be wholly or partly divided among the stockholders according to their several inter- ests, or sold for their use and benefit or used to purchase daves for the use of the company as by the stockholders shajj be deemed best. Provided nevertheless, That it shall be necessary for the State as a stockholder to concur in the number of increased shares as also in the disposition thereof. (100) fee! * 8 of Sec. 2. Be it further enacted, That if the additional shares, or any number of them shall be divided among the stockholders, all the fractional parts of shares which may accrue on such division shall be added together, so as to constitute whole shares, and they shall be disposed of for the benefit of those having fractional interest as may be deemed advisable by the company. Act a part of Sec. 3. Be it farther enacted, That this act, when ac- cepted by the Compan}^ shall forthwith be deemed apart of the charter, and such acceptance shall be certified to the Secretary of State hy the President and Directors of the Company, under the seal of the corporation. Act to be accepted s E c. 4. Be it farther enacted, That a general meeting: of in general meet- "i ' a => in s- . the stockholders may be called for the purpose of accept- ing the amendment, and if accepted, as provided in sec- tion third at any time within two years, it shall be suf- ficient. How capital in- Sec. 5. Be it farther enacted, That it shall not be neces. sary for the Company to increase the number of shares at once, but they may do so from time to time as shall be resolved on, the State concurring as aforesaid : Provided however, The whole capital of the Company shall not ex- ceed fifteen hundred thousand dollars. Sec. 6. Be it further enacted, That every part of the present charter of said Company which shall be in con- flict with this amendment, shall be null and void after its acceptance as aforesaid. [Ratified the 12>rd day of February, 18G1 .] The above Act was accepted at the Annual meeting of Stockholders held 4th July, 1861. (lot) The following Act was ratified the 16th December, 1865: AN ACT TO AUTHORIZE THE RALEIGH AND GASTON RAILROAD COMPANY TO ESTABLISH A FERRY AT GASTON FOR THE TRANS- PORTATION OF PASSENGERS AND FREIGHT ACROSS ROANOKE RIVER. Section 1. Be it enacted by the General Assembly of the Empowers r.&g. /. -r 7 ^ 7. 7 • • 7 i ill Railroad to estab- State of North Carolina, and it is hereby enacted by the au- im* a ferry across J 7 ju Koanoke river at thority of the same, That the Raleigh and Gaston Railroad Gaston. Company shall have the right, and they are hereby author- ized and empowered, to establish a ferry across Roanoke river, at Gaston, for the purpose of transporting across said river, all passengers and freight taken to or intended for railroad transportation going north or coming south, in the same manner and under like rules and regulations as said Railroad Company had the right of transporting passengers and freight across said river on the bridge before its de- struction. Sec. 2. Be it further enacted, That said ferry shall be where ferry to be established at the same point on the river as the bridge was lo:ated - before its destruction. Sec. 3. And be it further enacted, That this act shall be in force immediately after its ratification. [Ratified the IQth day of December, A. D. 1865.] The above Act was accepted at a Stockholders meeting held 4th August, 1867. The following Act was ratified 19th January, 1866. AN ACT TO EXEMPT THE RALEIGH AND GASTON RAILROAD COMPANY FROM RE-BUILDING THE BRIDGE ACROSS THE ROANOKE AT GASTON. Section 1. Be it enacted by the General Assembly of the Exempts rain-oai a, . j> -\-r i s~i t T--7 7 777 from rebuilding . state of JSorth Carolina and it is hereby enacted by the an- bridge. thority of the same, That the Raleigh and Gaston Railroad (102) Company be and it is hereby exempted from keeping up across the Roanoke, near Gaston, the bridge which here- tofore formed a part of the railroad : Provided, That a majority of the entire stock in amount shall so desire. Stockholders may reject or accept privilege granted t.y act. Proviso. Sec. 2. Be it further enacted, That at the next general meeting of the stockholders of said Company, when a sufficient amount of stock shall be represented, the Com- pan}' may declare whether it accepts or rejects the privilege of being thus exempted from rebuilding said bridge ; and if it shall accept the said exemption, the acceptance there- of shall be entered on the proceedings of the Company and notified by the President to the Secretary of State, and thenceforth the exemption from keeping up said bridge shall become a part of the charter of the Company, and not otherwise: Provided, nevertheless, That the Gene- ral Assembly may, at any time, after the term of five years from the ratification of this act, repeal the same, and thereafter the Company shall rebuild said bridge if the General Assembly shall so direct. [Ratified 19th of January, 1866.] The above Act was accepted at a Stockholders meeting held 5th of July, 1866 : The following Ordinance of the Convention was rati- fied the 16th of June, 1866: AN ORDINANCE FOR- EXCHANGING THE STOCKS OF THE STATE FOR BONDS ISSUED BEFORE THE YEAR ONE THOUSAND EIGHT HUNDRED AND SIXTY-ONE. Preamble. Whereas, The destruction and depreciation of taxable property in North Carolina, arising out of the late un- happy war, has greatly increased the proportion borne by the public debt to the means which the State possesses for its payment ; and, whereas, the people of North Caro- lina are solicitous fully to discharge their just obligations (103) at the earliest possible moment in any manner that shall be acceptable to their creditors ; whereas, further, the stocks, liens and other claims upon the Railroad Com- panies, and other corporations, are proceeds of the bonds of i he State, issued in great part before the twentieth day of May, in the year one thousand eight hundred and sixty-one, and now outstanding; and, whereas, due re- gard being had as well to economy and other grave pub- lic interests as to the rights of public creditors, it were good polic}* to exchange for the principal of such bonds, the stocks and other property above mentioned, if such exchange can be made at par: Therefore, Section 1. Be it ordained by the delegates of the people of Du'yof Pub:ic Tr6fisur6r North Carolina, in Convention assembled, That the Public Treasurer shall advertise, in such newspapers as he may select, and invite proposals for an exchange of the princi- pal of any bonds issued by the State prior to the twen- tieth day of May, one thousand eight hundred and sixty- one, for certificates of stock and other interests held b} T the State in various corporations; such bids shall be opened by the Treasurer upon some day (of which he shall give due notice to them) in presence of the Gover- nor of the State and the Comptroller of public accounts, and it shall be his duty to accept those terms which may be most advantageous for the State: Provided, That in no event shall any of the said stocks or other property be exchanged for less than their par value ; and any pre- miums which may be obtained upon such exchange shall be applied either to the extinguishment of coupons or other interest (if any) due upon the particular bonds accepted in exchange, or to a further discharge of the principal due upon such other bonds ; or, in case such premiums be fractional in regard to such bonds or in- terest, it may, as an alternative, at the discretion of the Treasurer, be paid in currency into the Treasury and charged to the public fund. Proviso. (104) &au°ac£p*wSJJ Sec. 2. Be it farther ordained, That as soon as may be practicable after the acceptance of any bid, the Public Treasurer shall receive the bonds offered in exchange, and in the presence of the Governor and Comptroller shall cancel the same ; it shall also be his duty to trans- fer the stocks and execute such conveyances of the other interests hereinbefore mentioned as shall be deemed necessary ; such conveyances to be in a form approved by Proviso. the Governor and the Attorney General : Provided, how- ever, That the interest to be acquired by any such pur- chaser or assignee of any stock now held by the State, shall not be other than that of the holders of a like amount, in the general stock of the several and respective corporations in which the State may be a corporator. Duty of c mp- Sec. 3. Be it farther ordained, That it shall be the duty troller. .•» of the Comptroller to make a minute of what may be done by the Public Treasurer in the premises, and to make therefrom such entries in the books of his office as may secure a just accountability on the part of the Treas- urer because of the transactions hereinbefore mentioned. pppciairfpoits by Sec. 3. Be it farther ordained ', That the Public Treas- urer shall make special reports upon the subject of this ordinance to the General Assembly at every session, and this ordinance shall be subject to repeal or modification by the General Assembly. '[Ratified the 15th day of Jane, A. B. 1866.] The following Act was ratified 4th of March, 1867 : AX ACT TO AMEND THE CHARTER OF THE RALEIGH AND GASTON RAILROAD COMPANY. Preamble Whereas, under an ordinance of the convention ratified on the day of A. D., 1866, the State of North Carolina has sold and transferred all the stock owned by the said State in the Raleigh and Gaston Railroad Com- (105) pany and the said State has duly ceased to be a stockholder in the said company and is no longer entitled to appoint three directors of said company, nor to any other right as a stockholder in said company, all the right and interest of the said State having passed to and become vested in the purchasers of the said stock ; and whereas, by the pres- ent charter of the said company, the individual stockhold- ers are entitled to elect only four of the seven Directors ot said company, therefore, Section 1. Beit enacted bu the General Assembly of the individual stock- ° J holders hereafter State of North Carolina and it is hereby enacted by the authoii- to elect the seven J J K Directors. ty of the same, That the stockholders of the said company, at the regular annual meeting thereof, shall have power and authority to elect seven directors of the said company, each of whom shall be a stockholder in said company and shall be a citizen of the State of North Carolina who shall constitute the Board of Directors of said company, with power to elect one of their Cumber President and to man- age all the affairs of said company and shall continue in office until their successors are elected. The President, with any three members of the Board of Directors, or in the absence of the President, any four members of the Board, shall constitute a quorum for the transaction of Quorum, business, and shall elect one of their number President pro tern. In case of vacancy in the office of President or Director, from death, resignation or otherwise, such vacan- cy shall be filled by the -appointment of the board until the next annual meeting of the stockholders. In the election E , ch snareor of directors, and whenever a vote by stock shall betaken, vote ' each stockholder shall cast one vote for each share of stock owned by him, up to ten shares, and (one) vote for every three shares of stock owned by him over ten. Sec. 2. Be it further enacted, That the third and fifth sec- Repeal of sections tions of the charter of said company, ratified on the 25th day of December, A. D., 1862, and all other sections and parts of sections of the said eharfer, giving to the State 14 (106) any right or interest as a stockholder in said company, he and they are hereby repealed. Sec. 3. Be it further enacted, That this act shall go into effect from and after its ratification and upon the accep- tance thereof by the stockholders, representing a majority of the stock at the first meeting thereof and notice of such acceptance to the Governor of the State, it shall become and constitute a part of the charter of said company. [Ratted the 4th day of March 1867.] This act was accepted at a Stockholders' meeting held 4th July, 1867. The following Act was ratified 4th of April, 1871: AN ACT FOR THE PROTECTION OF IMMIGRATION AND THE SETTLEMENT OF THE UNIMPROVED LANDS OF THE STATE. Ttaih'oad Immi- gration Associa- tion. Corporate rights. Corporators. Section 1. The General Assembly of North Carolina do enact as follows : For the purpose of promoting immigra- tion into this State and the settlement of the unimproved lands of the State, a corporation is hereby created under the name of " The Railroad Immigration Association of North Carolina," to have perpetual succession and a com- mon seal, which they may alter and change at their pleasure, and shall be capable of suing and being sued, of pleading and being impleaded, with capacity to hold real and personal estate. Sec. 2. Said corporation shall consist of the Raleigh & Gaston Railroad Company, Wilmington and Weldon Railroad Company, the "Wilmington, Columbia & Augusta Railroad Company, the North Carolina Railroad Company, the Seaboard & Roanoke Railroad Company, the Petersburg Railroad Company, the Atlantic & North Carolina Railroad Company, the Wilmington, Charlotte & Rutherford Railroad Company, the Western Railroad ao7) Company, the Western North Carolina Railroad Com- pany, the Piedmont Railroad Company, the Charlotte & Atlanta Railroad Company, the Atlantic, Tennessee and Ohio Railroad Company, the Charlotte, Columbia & Augusta Railroad Company, the Chatham Railroad Com- pany, the Williamston & Tarboro Railroad Company, the Edenton & Norfolk Railroad Company, the North "Western North Carolina Railroad Company, and all other Rail- road Companies now or hereafter to be incorporated, the whole or any portion of whose lines are in this State, or any one or more of said Railroad corporations, who may desire to become members of the corporation herein au- thorized. Sec. 3. All railroad corporations agreeing to become subscriptions by stockholders of this association, shall subscribe and pay tions. annually at such time as may be determined by the board of directors herein authorized, to the treasurer of the association ten dollars per mile (or a larger amount if they shall deem it necessary to carry into effect the ob- jects of this charter) for each mile of road in actual run- ning order located in this State. Sec. 4. The affairs of this association shall be managed Board of D'reo by the general board of directors to be formed as follows, viz : The directors of each subscribing corporation shall choose; one director ; these directors shall choose a presi- dent of the association. The presidents of the subscrib- ing corporations shall be ex officio vice presidents of this vice President?, association, and the general board of directors shall con- sist of said designated directors, of the vice presidents and the president of the association, which president with the attorney shall reside at Raleigh. Sec. 5. The general board of directors may pass such By-iavs, by laws for the government of the association as they may see fit, not inconsistent with the constitution and laws of the United States or of this State, and may ap- (108 Secreta'y and other officers. point and remove an attorney, secretary, treasurer and other officers, and fix their compensation and prescribe their duties. Powers and priv- leges. Sec. 6. The Railroad Immigration Association shall have power to buy and sell, lease, mortgage or otherwise convey lands, to make advances of money or other things to settlers and others on such terras and on such securi- ties, real or personal, as may be agreed on, to negotiate for the purchase or sale of lands, to aid settlers and others in the purchase of lands or building of houses, and im- proving lands, and, in general, to carry on the business of a land and immigration company. The association may likewise own and manage steam and other vessels, and take measures for the transportation of persons and property into the State, and take all proper or customary measures for the com fort and interests of immigrants and settlers. It shall likewise have power to appoint one or more commissioners and agents to visit or reside in Eu- rope and other countries as well as in the United States, for the purpose of soliciting immigration and carrying out the objects of this charter. Settlement of lands along sub- scribing roads. Stc 7. Each Railroad Company becoming a member of this association, shall, through its president, have con- trol of all settlements of land, and of all other business of the association along its line : Provided, however, That no expenditures of the funds of the association shall be made without the authority of the general board thereof, and all net profi s made in carrying out the objects of this charter, by any companj', shall be paid into the treasury of the association. Full reports of all proceed- ings, and exhibit of accounts, as well as final settlements, shall be made at such time and in such manner as the general board of directors shall prescribe. Sec. 8. Each railroad becoming a member of this asso- Appointment of . . . agents. ciation shall have authority to appoint agents to be paid (109) by the appointing compan} y , for the purpose of inducing immigration to its line, but such agents shall be subject to the control of the General Board of Directors, and all questions involving the action of such agents shall be re- ferred to such board of directors, whose decision shall bind the parties. Sec. 9 All railroad companies in this State becoming Rat'i of fare to members of this association shall transport bona Jide im- migrants and settlers, actually making settlements in this State, for not exceeding one cent per mile, for one trip, and their freight and baggage when moving in for settlement at not exceeding twenty cents per hundred pounds for one hundred miles. The provisions of this section shall extend to the carrying of persons and freights over all the lines of the members of this association without regard to the place of settlement of the immi- grants or settlers. Sec. 10. If any net profits shall accrue to the railroad profits, immigration association, they shall be divided among the subscribing companies in proportion to the net profit of each line, at such time as may be prescribed by the general board of directors. Sec. 11. The stockholders of this association shall pre- Annual meeting, scribe the time and place of their annual meetings. The general board of directors may call a meeting of stock- holders at any time they may think proper, and any number of stockholders having paid in one-tenth of the whole amount of stock paid, may call a special meeting on notice of sixty days at least, in one or more newspa- pers published in Raleigh, specifying the purpose of the meeting. In all meetings, each company shall be en- titled to a vote in proportion to the amount paid in by the same, and each board of directors of said company shall appoint a proxy to cast the vote of their company, Quorum. First meeting. (110) but do one but the president or a director of such com- pany shall be a proxy. Sec. 12. A majority of the general board of directors of this association shall be a quorum for the transaction of business. If the president of the association be absent, the members present shall select a presiding officer. Sec. 12. For the purpose of organizing this association the Board of Directors of the first of the above named Railroad Companies shall, through their president, with- in sixty days after the ratification of this act, call a meet- ing of the presidents of all the railroad companies herein authorized to become members of this association, and also of delegates, one to be appointed by each of the boards of said companies, at Raleigh, after giving fifteen days notice of the time and place of meeting, provided, that each board may, in their discretion, be represented by their president alone. At the meeting so held the representatives of any one or more companies may ac- cept this charter — and thereupon the association shall be fully organized ; and the representatives so accepting, shall provide for a meeting of the general board of di- rectors hereinbefore authorized. But no company shall be bound by the action aforesaid, if the stockholders at the first meeting held thereafter shall disapprove such action. Any Company .... may withdraw Sec. 14. Any railroad company may retire from this Horn Association. •> _ r J ^ association after giving one year's notice, having first paid all its dues to the association incurred up to the time of retirement. When act to be in forca. Sec. 15. This act shall be in force from its ratification. [Ratified the 4th day of April, 1871.] The following Act was ratified 4th of December, 1871 : (iii) AN ACT TO AMEND THE CHARTER OP THE RALEIGH AND GASTON RAILROAD COMPANY. Section 1. The General Assembly of North Carolina do t™rt™th\uv& enact, That section one (1) of an act of the General As- lml - sembly, entitled "an act to amend the charter of the Ral- eigh and Gaston Railroad Company," ratified the fourth day of March, one thousand eight hundred and sixty- seven, be amended so as to read as follows : That the stockholders shall stockholders of the Company at the regular meetings and Director", thereof, shall elect a President and six Directors, each of whom shall be a stockholder in said Company, and shall constitute the Board of Directors of said Company, with power to manage all the affairs thereof, and shall continue in office for one year, or until their successors are elected. In the election of President and Directors, and whenever Eeaeh share of liiii i i iiiii n stock entitled to a vote by stock shall be taken, each stockholder shall cast one vote. one vote for each share of gtock owned by him. The President and any three members of the board, or in the Three member* i e j.i -r> • i j. c i e j.i i i with president or absence of the President, any lour members of the board, four without, con- shall constitute a quorum for the transaction of business, and shall elect one of their number President pro tern. In case any vacancy shall occur in the office of President or vacancy how Directors, by death or resignation, or otherwise, such vacancy shall be filled by the appointment of the board until the next election. Sec 2. That all parts of sections and clauses of the ori- conflicting acts ginal charter of said Company, and amendments thereto repea ed - coming in conflict with this act, be, and the same are hereby repealed. Sec. 3. That upon the acceptance of this act as a part when accepted of the charter of said Company by the stockholders repre- charter? part ot senting a majority of the stock at the first general meet- ing of the stockholders thereof, it shall become and con- stitute a part of the charter of said Company. (US) When takes effect. Sec. 4. That this act shall he in force from and after its ratification. [Ratified the 4th day of December, 1871] The above Act was accepted at an adjourned meeting of Stockholders held 3rd of October, 1872. The following act was ratified 13lh December, 1871. It is given here because of its bearing on the preferred stock of the Raleigh and Augusta Air-Line Railroad held by the Raleigh and Gaston Railroad: Change of name. AN ACT CONCERNING THE CHATHAM RAILROAD, AMEND- ATORY OF CERTAIN ACTS AND AUTHORIZING A CHANGE OF NAME. Section 1. The General Assembly of North Carolina do Extension of road, ennct, That the Chatham Railroad Company shall here- after be known by the corporate name of the " Raleigh and Augusta Air Line Railroad Company." Privilege of branch roads. Sec. 2. That it shall be lawful for the said railroad company to change the line of its road as heretofore pre- scribed, so as to extend it from its present terminus or such point on the line of the same as it ma} r deem advis- able, to such point on the South Carolina line in the direction of Augusta, in the State of Georgia, as the said company may deem most eligible, and as much farther as may be authorized by the States of South Carolina and Georgia, and to locate and construct such branch road or roads, not exceeding in length, from the line of said rail- road as may be authorized from time to time by the stockholders, and in building and the use of such branch railroads the said company shall have all the rights, privileges and immunities granted to it by the act to in- corporate the Chatham Railaoad Company, and other acts amendatory and supplementary to the same and of this act. (113) Skc. 3. If the capital stock of the said company now insufficient funds r l J to be increased by authorized shall be deemed insufficient for the purposes additional shares, of this act it shall and may be lawful for the company in general meeting from time to time to increase the same by the addition of as many shares as they may deem re. quisite, and the board of directors, with the consent of a majority of the votes of all the stockholders in general meeting may make such portion of the capital stock al- ready authorized, or if any additions to the same as they may deem advisable, a guaranteed or preferred stock, upon which guaranteed or preferred stock, such interest or dividends may be guaranteed as the directors may deem advisable ; and the directors may, with the consent of a majority of the votes of all the stockholders in gen- Mortgage upon , ,. , , , . , ,. . property author- eral meeting, secure such guaranteed interest or divi- i*>a. dends by liens or mortgages upon all the property and franchise and income of the company, or upon any por- tion thereof, and the directors may. in their discretion, authorize subscriptions to be received for such additional stock, (either common or guaranteed, or both,) at such prices and in such manner as may be prescribed by them, and may sell the same or any part thereof for the benefit of the Company : Provided, That the entire capital stock Proviso, so created shall not exceed five millions of dollars. And the said board of directors, with the consent of a majority of the votes of all the stockholders, shall have power to borrow money for the purposes of the railroad authorized by this act ; and for loans made by them to issue bonds with or without the privilege of conversion into stock in such amounts, and payable at such times and places, and at such rates of interest, as they may determine, and to pledge the property and franchises and income of the company, or any portion thereof, by mortgage or other- wise for the payment of the principal of the same and the interest that may accrue thereon. Sec. 4. Authority is hereby given to the Raleigh and companies of dif- r\ l t> "i j r\ i^-ii ferent roads can Uaston Kailroad Company, or any other railroad com- subscribe to or is purchase stock. (114) pany connecting therewith, to subscribe to or purchase stock of any kind of the said Raleigh and Augusta Air- Line Railroad Company, and in order to enable them to make such subscription or purchase, it shall be lawful to be g )sfued 0nds ^ or an y sucn company to issue mortgage bonds for such - amount and of such form, and of such rate of interest as it may deem advisable; and it shall be lawful for any such company to purchase or endorse the mortgage bonds of the Raleigh and Augusta Air-Line Railroad Com- pany. Se^byPubi'ic Sec - 5 - The said Raleigh and Augusta Air-Line Rail- Treasurer, road Company may, at any time hereafter, discharge the bonds of Chatham Railroad Company, deposited with the Public Treasurer, in the same manner and not other- wise as the said Chatham Railroad Company is now au- thorized by law to do, and the Public Treasurer is hereby directed to return to the said Raleigh and Augusta Air- Line Railroad Company the said bonds of said Chatham Railroad Company on payment in the manner above pre- scribed, until the whole amount of said bonds of the Chatham Railroad Company, held by the State, shall have been surrendered. conflicting acts Sec. 6. All acts and parts of acts heretofore passed, in- consistent with this act, are hereby repealed. when act to be in Sec. 7. This act shall be in force from and after its force ratification. [Ratified the loth day of December, A. D. 1871.] The following Act was ratified 1st of March, 1S73 : AN ACT TO REGULATE MORTGAGES BY CORPORATIONS, AND SALES UNDER THE SAME skies under de.ds Section 1. The General Assembly of North Carolina do enact, That if a sale be made under a deed of trustor (115) mortgage, executed by &.uy company on all its works and property, and there be a conveyance pursuant thereto, such sale and conveyance shall pass to the purchaser at the sale not only the works and property of the company as they were at the time of making the deed of trust or mortgage, but any works which the company may, after that time and before the sale, have constructed, and all other property of which it may be possesed at the time of the sale, other than debts due to it. Upon such con- vej r ance to the purchaser, the said company shall, ipso facto, be dissolved, and the said purchaser shall forthwith be a corporation, by any name which may be set forth in the said conveyance, or in an} r writing signed by him and recorded in the same manner in which the convey- ance shall be recorded. Sec. 2. The corporation created by or in consequence corporation cre- of such sale and conveyance shall succeed to all such succeed to rig-hts, franchises, rights and privileges, and perform all such duties as would have been had or should have been per- formed by the first company but for such sale and con- veyance, save only that the corporation so created shall not be entitled to the debts due to the first company, and shall not be liable for any debts of, or claims against, the said first company which may not be expressly assumed in the contract of purchase ; and that the whole profits of the business done by such corporations shall belong to the said purchaser and his assigns. His interest in the cor- poration shall be personal estate, and he or his assigns may create so many shares of stock therein as he or they may think proper, not exceeding together the amount of stock in the first company at the time of the sale, and as- sign the same in a book to be kept for that purpose. The said shares shall thereupon be on the footing of shares in joint stock companies generally, except only that the first meeting of the stockholders shall be held on such day and at such place as shall be fixed by the said purchaser, (lift) bf which notice shall be published for two weeks in a newspaper. Expiration of cor poration, etc. Pro v; so. Extent of -this act. Sec. 3. When such corporation shall expire or be dis- solved, or its corporate rights and privileges shall have ceased, all its works and property and debts due to it shall be subject to the payment of debts due by it, and then to distribution among the members according to their re- spective interests ; and such corporation may sue and be sued as before for the purpose of collecting debts due to it prosecuting rights under previous contracts with it, and enforcing its liabilities and distributing the proceeds of its works, property and debts among those entitled thereto: Provided, That all debts and contract of any corporation prior to or at the time of the execution of any mortgage or deed of trust by such corporation, shall have a first lien upon the property, rights and franchises of said corpo- ration, and shall be paid off or secured before such mort- gage or deed of trust shall be registered. Sec. 4. The provisions of this act shall not apply to any company in w r hich the State of North Carolina has any interest. When to be in ^ EC< ^' This act shall be in force from and after its rat- force * ification. [Ratified the 1st day of March, 1873.] The following two cases decided in the Supreme Court of the United States are given as decisive of the im- portant right of exemption of the Raleigh and Gaston Kailroad Company from taxation : (lit) WILMINGTON RAILROAD v. REID, Sheritf. [13 Wallace, 26 1— 278.] 1. A Statute exempting all the property of a railroad corporation from taxation, exempts not only the rolling stock and real estate owned by it and required by the Company for the successful prose- cution of its business, but its franchise also. 2. A charter to a railroad company containing such an exemption, is a contract ; and a law subsequently passed, laying a tax on the Company's franchise, rolling stock, or real property, violates the obligation of the contract, and is void. Error to the Supreme Court of North Carolina ; the case being thus : In 1853, the Legislature of North Carolina chartered the Wilmington and Raleigh Railroad Company. One section of the charter ran thus : "It shall be lawful for the President and Directors to purchase with the funds of the Company, and place on the said railroad all machines, wagons, vehicles, carriages, and teams of any description whatsoever, which may be deemed necessary for the purposes of transportation ; and all the property purchased by the said President and Directors and that which may be given to the Company, and the works, constructed under the authority of this act, and all profits accruing on the said works and the said property shall be vested in the respective share- holders of the Company and their successors and assigns forever, in proportion to their respective shares ; and the shares shall be deemed personal property ; and the prop* erty of said Company and the shares therein shall be ex- empt from any public charge or tax whatsoever." With this charter in force, the franchise and rolling stock of the Company were assessed, under a subsequent law and pursuant to it for taxation by the State of North Carolina and the county of Halifax, in two parts — one, the apportioned share for the county of Halifax, assessed (118) in each case upon the entire franchise and rolling stock jointly, and the other a tax assessed upon certain lots of land in Halifax county, appurtenant to and forming a part of the property of the Company, and necessary to its business. On application for injunction agains': one Reid, Sheriff, who was going to seize the Company's property for non- payment of the tax — the application for the injunction being made on the ground that the subsequent law im- paired the obligation of a contract the Supreme Court of the State adjudged that the law did not do this, and that the tax was valid. The case was accordingly now brought here by the Company to review that judgment. It may be here added that provisions exempting the property of companies chartered by it, exist in the cases of numerous companies incorporated by the Legislature of North Carolina; beginning with the charter to the Dismal Swamp Canal Company, A. D. 1790. In some cases the provision exempted the Company from all taxes forever ; in others but for a limited time. In some all dividends were exempted ; in others, dividends when not exceeding a certain rate per cent. Such exemptions are more observable in earlier times than in later ones. Mr W. H. Battle, in support of the ruling below. Messrs. Carlisle, McPherson, and B. F. Moore, contra. Mr. Justice Davis delivered the opinion of the Court. It has been so often decided by this Court that a char- ter of incorporation granted by a State creates a contract between the Stale and the corporators, which the State cannot violate, that it would be a work of supererogation to repeat the reasons on which the argument is founded. It is true that when a corporation claims an exemption from taxation, it must show that the power to tax has been clearly relinquished by the State, and if there be a reasonable doubt about this having been done, that doubt must be solved in favor of the State. (119) If, however, the contract is plain and unambiguous, and the meaning of the parties to it can be clearly ascer- tained, it is the duty of the Court to give effect to it the same as if it were a contract between private persons without regard to its supposed injurious effects upon pub^ lie interests. It may be conceded that it were better for the interest of the State that the taxing power, which is one of the highest and most important attributes of sovereignty, should on no occasion be surrendered. In the nature of things the necessities of the govern- ment cannot always be foreseen, and in the changes of time, the ability to raise revenue from every species of property may be of vital importance to the State, but the courts of the country are not the proper tribunals to ap- ply the corrective to improvident legislation of this char- acter. If there be no constitutional restraint on the action of the Legislature on this subject, there is no rem- edy, except through the influence of a wise public senti- ment, reaching and controlling the conduct of the law- making power. There is no difficulty whatever in this case. The Gen- eral Assembly of North Carolina, told the Wilmington and Weldon Railroad Company, in language which no one can misunderstand, that if they would complete the work of internal improvement for which they were in- corporated, their property and the shares of their stock- holders should be forever exempt from taxation. This is not denied, but it is contended that the subsequent legislation does not impair the obligation of the con- tract and this presents the only question in the case. The taxes imposed are upon the franchise and rolling stock of the company and upon lots of land appurtenant to and forming part of the property of the company and necessar} r to be used in the successful operation of its bus- iness. It certainly requires no argument to show that a rail- road corporation cannot perform the functions for which (120) it was created without owning rolling stock, and a limi- ted quantity of real estate and that these are embraced in the general term property. Property is a word of large import and in its application to this company in- cluded all the real and personal estate required by it for the successful prosecution of its business. If it had ap- peared that the 'company had acquired either real or personal estate beyond its legitimate wants, it is very clear that such acquisitions would not be within the protection of the contract, but no such case has arisen and we are only called upon to decide upon the case made by the record, which shows plainly enough that the company has not undertaken to abuse the favor of the Legislature. It is insisted, however, that the tax on the franchise is something entirely distinct from thepropert}'- of the cor- poration, and that the Legislature therefore, was not in- hibited from taxing it. This position is equally unsound with the others taken in this case. Nothing is better set- tled than that the franchise of a private corporation which in its application to a railroad is the privilege of running it and taking fare and freight, is property and of the most valuable kind, as it cannot be taken for pub- lic use even without compensation* Ic is true it is not the same sort of property as the rolling stock, road-bed and depot grounds, but it is equally with them covered bv the general term, " the property of the company" and therefore equally within the protection of the charter. Ft is nee.lless to argue the point further,it is clear that the legislation in controversy did impair the obligation of the contract, which the General Assembly of North Car- olina made with the plaintiff in error, and it follows that thejudment of the Supreme Court must be reversed and the cause remanded for further proceedings. In conformity with this opinion. *Redfie!d on Railways, 129— 'JO (121) NOTE. At the same time with the preceding case was adjudged another from the same court, the two cases being of kindred character and alike in their essential features, the difference between the two consis- ting chiefly in the extent of the exemption. It was the case of THE RALEIGH AND GASTON RAILROAD COMPANY vs. REID, Sheriff. The principle of the preceding case affirmed in a case where the ex- emption from taxation was limited to a term of years, and where the dividends did not exceed a certain sum. In the ease just above adjudged and reported, the propert} 7 of the railroad company could not by its charter be taxed under anj r circumstances. In the case of the charter of the railroad company now under consideration the exemption was limited to a term of fifteen years. After this limitation expired the Legislature was at lib- erty to tax the individual shares of the stockholders whenever their annual profits exceed 8 per cent, pro- vided that the tax did not exceed twent} T -five cents a share per annum. The pleadings in the case showed that the annual profits on the shares never reached 8 per cent. Messrs. Carlisle, McPherson and B. F. Moore, for the plaintiff in error. It is laid down in Lord Hobart's reports that affirma- tives in statutes that introduce a new rule imply a nega- tive of all else. Father Plowden equally declares that when a statute limits a thing to be done in a particular mode, it includes a negative of any other mode. The tax is in violation of rules thus anciently and authorita- tively laid down ; rules conformed to obvious sense and justice. 16 (122) Mr. W. H. Battle, contra, argued that such exemptions were so grossly impolitic that they could not be consid- ered as legitimate exercise of legislative power. Mr. Justice Davis delivered the opinion of the court. The only way in which the property of this company could be reached for taxation at all was after the limita- tion of the fifteen years had expired. The Legislature was then at liberty to tax the individ- ual shares of the stockholders, whenever their annual profits exceed 8 per cent. When a statute limits a thing to be done in a particular mode, it includes a negative of any other mode. It wa3 the manifest object of the legislation which incorporated this company to invite the investment of capital in the enterprise of building this road, and no means better adapted for the purpose, could have been devised, short of total immunity from taxation. As long as the capital was unproductive it contributed nothing to the support of the government and even after it became remunerative, its contribution was fixed by the terms of the charter and could not, in any event, exceed twenty-five cents on the share of stock. The impolicy of this legislation is apparent, but there is no relief to the State for the rights secured by the con- tract are protected from invasion by the constitution of the United States. As the pleadings show that the annual profits on the shares of stock have never reached 8 per cent, it follows that they were not subject to any public charge of tax. Judgement reversed and the cause remanded for fur- ther proceedings. In conformity with this opinion. fl23) THE MORTGAGE INDEBTEDNESS OF THE RALEIGH AND GASTON RAILROAD. The only indebtedness of the Raleigh and Gaston Railroad Company at this date (August 1st. 1877,) is the mortgage of $1,000,000 authorized as will be seen below. Of this $860,000 have been issued. Further issue of bonds have been discontinued for the present by resolution of the Board of Directors of 20th of July, 1877. Copy of the Resolutions referred to in the deed hereto annexed. Resolutions adopted by the Stockholders' Meeting, October 3, 1872. Yeas, 10,927 votes, Nays, 1,899 votes. Whereas, the General Assembly of North Carolina, by an act, entitled "An Act concerning the Chatham Railroad Company, amendatory of certain acts, and au- thorizing a change of name," which act was ratified on the 13th day of December, 1871, and accepted by the stockholders of the Chatham Railroad Company on the 9th day of January, 1872, did change the name of the Chatham Railroad Company to that of the Raleigh and Augusta Air Line Railroad Company, and by said act .gave permission to said Railroad Company to extend the road to the South Carolina line, in the direction of Augusta, Georgia, to enable it to do which it authorized said Railroad Company to increase its capital stock by the issue of guaranteed or preferred stock, and bonds se- cured by mortgage on its property, franchises and in- come, and by section 4 of said act, did enact "That au- thority is hereby given the Raleigh and Gaston Railroad Company, or any other railroad company connecting therewith, to subscribe to or purchase stock of any kind in the said Raleigh and Augusta Air Line Railroad Com- pany, and in order to enable them to make such sub- scription or purchase, it shall be lawful for any such company to issue mortgage bonds for such amount, and of such form and for such rate of interest as it may (12i) deem advisable, and it shall be lawful for such Company to purchase or endorse the mortgage bonds of the Ral- eigh and Augusta Air Line Railroad Company." And whereas, The material interests and future pros- perity of the Raleigh and Gaston Railroad Company is so much dependent upon, and linked with that of the Raleigh and Augusta Air Line Railroad Company, that it has become of paramount importance to the interests of the former, that the Raleigh and Augusta Air Line Railroad should be completed at an early day, to at least a junction with the Wilmington, Charlotte and Ruther- ford Railroad, at such point as may be found t most de- sirable. Therefore, Be it resolved by the stockholders of the Raleigh and Gaston Railroad Company, in general meeting assembled, That the President and Directors of this Company are hereby au- thorized and empowered to subscribe to or purchase guaranteed or preferred stock, or the mortgage bonds of the Raleigh and Augusta Air-Line Railroad Company to such extent as they may deem advisable. Resolved., For the purpose of providing means for the above object, that the President and Directors be and they are hereby authorized and empowered to have pre- pared coupon bonds of the Company, bearing interest at the rate of eight per cent, per annum, free of all taxation, in amounts of one thousand ($1,000) dollars each, to such extent as they may deem advisable, not exceeding in the aggregate one million of dollars ; the said bonds to bear date the first day of January, 1873, the principal of the same to be payable the first day of January, 1898, and the interest in the meantime, semi-annually, on the first days of July and January in each year, and both interest and principal to be paid as the holder of any of the bonds may prefer, at the office of the Company in Raleigh, or in the city of Philadelphia ; and the said President and Directors are hereby authorized and empowered, for the purpose of securing the punctual payment of the interest, and the payment of the principal of said bonds, to exe- (125) elite a mortgage or deed of trust upon the railroad and its franchises, and all other property of the Company of every description, in such manner and form, and on such conditions as they may deem mcst advisable. Resolved, That the President and Directors be, and they are hereby authorized and empowered to negotiate a sale or sales of the above bonds, at such time or times as they may deem advisable; and that the seal of the Company be affixed to said bonds only as the same may be sold or delivered for negotiation ; the affixing of said seal shall be attested by the signatures of three Directors of the Company. Extract from the minutes of proceedings of the Board of Di- rectors of the Raleigh and. Gaston Railroad Company, in session October 4, 1872. "Resolved, That in pursuance of the resolutions of the stockholders, as passed at their annual meeting on the 3d inst., the President and two members of this Board be appointed a committee, to have the form of coupon bond and mortgage, or deed of trust, prepared and submitted to the Board for approval. In pursuance of the foregoing resolution, W. J. Hawkins, President, and George W. Grice and Joseph B. Batchelor, were appointed a com- mittee. At a meeting of the President and Directors of the Raleigh and Gaston Railroad Company, held on the 23d day of April, A. D., 1873, the committee appointed on the 4th day of October, 1872, submitted their report, which was approved, and the following resolutions were thereupon adopted : 1. Resolved, That under the authority and power given by the stockholders, in general meeting on the 3d day of October, 1872, the President and Directors will subscribe to or purchase guaranteed or preferred stock of the Raleigh and Augusta Air-Line Railroad Company to such extent as may be practicable with the means properly applicable to this object. (126) 2. Resolved, That for the purpose of providing such means, there be printed coupon bonds of this Company, bearing interest at the rate of eight per cent, per annum, free of all taxation, in amounts of one thousand dollars each, to the extent of, but not exceeding in the aggregate one million of dollars; the said bonds to bear date the first day of January, 1873, the principal of the same to be payable the first day of January, 1898, and the inter- est in the meantime, semi-annually, on the first days of July and January in each' year, and both interest and principal to be paid as the holder of any of the bonds may prefer, at the office of the Company in Raleigh, or in the city of Philadelphia. 3. Resolved, That for the purpose of securing the punc- tual payment of the interest, and the payment of the principal of said bonds, a deed of trust be now executed, according to the form accompanying said report ; and that Edmund Randolph Robinson, of New York, Wil- liam ]STevins Whelen, of Philadelphia, and ¥m. E. Anderson, of Raleigh, N". C, be the trustees therein. Whereupon, in the presence of this Board, and by its au- thority, the said deed was sealed with this Company's common seal, and signed by the President and two of the Directors of the Company, and attested by a witness. 4. Resolved, That it is advisable to negotiate sales of said bonds ; that the seal of the company be affixed to said bonds only as the same may be sold or delivered for negotiation, and the affixing thereof be attested as pre- scribed by the resolutions of the stockholders; and that the President report to the Board from time to time the terms of such saJes. 5. Resolved, That the President, before said deed of trust shall be registered, cause all debts and contracts of this company prior to, or at the time of the execution of said deed, to be paid off or secured, and that he make re- port to the board of his proceedings under this resolu- tion. (127) DEED OF TRUST. By the Raleigh and Gaston Railroad Company, to Edmund Randolph Robinson, of New York, William Nevins Whelen, of Philadelphia, and William E. Anderson of Raleigh, North Carolina, to secure the -punctual 'payment of the interest and principal of one thousand first mortgage eight per cent, bonds, $1,000 each, and copy of bond. Whereas, " An act to incorporate the Raleigh and Gaston Railroad Company," was passed by the General Assembly of the State of North Carolina, at the session of 1835, and by a subsequent act of the thirteenth clay of December, 1871, the General Assembly of the same State authorized the Raleigh and Augusta Air Line Railroad Company to increase its capital stock and authorized the Raleigh and Gaston Railroad Company to subscribe to, or purchase stock of any kind in said Raleigh and Augusta Air Line Railroad Company, and in order to enable them to make such subscription or purchase, made it lawful for said Company to issue mortgage bonds for such amount, and of such form, and for such rate of interest as it may deem advisable: And whereas, the stockholders of the Raleigh and Gaston Railroad Com- pany in general meeting resolved, as set forth in their resolutions of the third day of October, 1872; and the President and Directors of said Company resolved, as set forth in their resolutions of the twenty-third of April, A. D. 1873; copies of which resolutions, as well as of the stockholders as of the directors, are hereto subjoined. Therefore, this deed made on the day last mentioned, between the Raleigh and Gaston Railroad Company, of the first part, and Edmund Randolph Robinson, of New York, William Nevins Whelen, of Philadelphia, and William E. Anderson, of Raleigh, N. C, of the second part; witnesseth, that this deed is made for the purpose of securing the punctual payment of t)he interest, and the (128) payment of the principal of the coupon bonds, which may be sold and delivered under said resolutions; by each of which said bonds, the Raleigh and Gaston Rail- road Company acknowledge themselves indebted in the sum of one thousand dollars, and promise to pay thesame to the order of W. W. Vass, Treasurer of said Compan} 7 , on the first day of January, 1898, with interest, at the rate of eight per centum per annum, payable semi-annu- 'd\]y, on the first days of January and July in each year, free of all taxation; the payment to be as the holder of a bond may prefer, at the office of the compan} 7 in Raleigh or in Philadelphia. And the Raleigh and Gaston Rail- road Company, in consideration of the premises, and of ten dollars to said Company paid before the sealing and delivery hereof, hath granted, bargained and sold, and by these presents doth grant, bargain, sell, conve} 7 , assign, transfer and set over unto the parties of the second part the said Company's railroad and franchises, and all its works and property of every description. To have and to hold the same unto the parties of the second part, their heirs, successors and assigns, in trust, that until there shall be default in paying some of the interest or principal herein provided for, the said Company may retain possession of its works and property, and enjoy the same, with the rents, tolls and other income thereof; and the President and Directors may manage and oper- ate said works and property, and apply the proceeds thereof in accordance with the charter of the company and the deeds made to and by it. And at any time or times before such default, the said parties of the second part, or any two of them, or the survivor of them, or his executor or administrator, may sell and convey any of the real, and permit the sale and transfer of any of the personal property of said company, and reinvest the pro- ceeds of such sale or salts in said coupon bonds, or in bonds of the United States, or in other property; holding what is so invested,with the interest and other income thereof, upon the same trusts as are declared in respect to (129) the property, out of the sale whereof the proceeds so rein- vested shall arise. But in case there shall be default in paying on any first day of July or first day of January, on the principal of any of said coupon bonds, interest as stipulated, at the rate of eight per cent, per annum, free of all taxation, or though there shall have been no pre- vious default in paying such interest; yet in case there shall be default in paying the principal, or any part of the principal of any of said bonds, at the time thereby stipulated for such payment, then in either of said cases, if the default shall continue for two months, the said parties of the second part, or any two, or either of them, or the executor or administrator of the survivor of them, may proceed personally, or by attorney or agent, to take possession of the Company's works and property, and manage the same, and apply so much of the rents, tolls and other income thereof, as may be necessary to defray taxes, charges for repairs, and the expense of operating the railroad and conducting its business ; and whether such possession be taken or not, the parties of the second part, or any two, or either of them, or the executor or ad- ministrator of the survivor of them, may, and if required by creditors entitled to the greater part of the money due. and unpaid. on said coupon bonds, shall give notice of the time and place of sale of all the Company's works and property, by advertisement published not less than three times a week, for six weeks, in two daily newspapers in the city of New York, and in one newspaper in each of the cities of Philadelphia, Norfolk and Raleigh, if and so far as the same may be practicable, and at said time and place, or such time and place as the sale may be ad- journed to, shall make a sale under this deed for cash, or upon such credit as may be prescribed by creditors en- titled to such greater part of the money so due and unpaid, and after receiving the purchase money, shall make pur- suant to the sale, a conveyance, by which sale and con- veyance there shall pass to the purchaser at the sale, not only the works and property of the Company as they 17 * (130) were at the time of making this deed, but any works which the Company may after this time and before the sale have constructed, and all other property of which it may be possessed at the time of the sale, other than debts due to it. And all the money which may be received in the execution of this trust, whether for income or pro- ceeds of sale, shall be applied first to the payment of necessary expenses, including a commission, to be divided between the acting trustees, of five per cent, on the first one thousand dollars, and three per centum on the resi- due of such income or proceeds, and then pro rata to the payment of the holders of said coupon bonds, of the principal of said bonds, with interest thereon as aforesaid, whether the sale be made before or after the first day of January, 1898, and the surplus shall be subject to the payment of all money for which the Company may at the time of said sale be liable, otherwise than in respect to said coupon bonds. And after payment of all debts due by the Company, then whatever may remain of said surplus shall be distributed among the holders of shares of stock of the Company according to their respective interest. If before a sale and conveyance by virtue hereof, any of the parties of the second part shall die or become incapable of acting in the execution of the trust, the sur- vivors or survivor of said parties may by an instrument of writing, signed and sealed, appoint successors or a suc- cessor in the place and stead of them or him so dead or incapable. Such instrument, after being duly acknowl- edged or proved, shall be registered in the counties wherein this deed is registered, and from the time of the complete registration thereof, such successor shall, with- out any further conve\ T ance, be invested with all the right, estate, power and authority which the party in whose place and stead he is appointed had, when such party died or became incapable of acting. Sealed with the common seal of the Raleigh and Gas- ton Railroad Company, and signed by the President (i3i) thereof, and two other members of the corporation ; also signed and saaled by the parties of the second part. W. J. Hawkins, President. Paul C. Cameron, Director. Jos. B. Batchelor, Director. Edmund Randolph Robinson, Trustee. William Nevins Whelen, " W. E. Anderson, " Attested by the following witnesses : m -r> ) Witnesses as to the Ihomas Badger, [ ,-. ^ .i w w vass r executl0n h y the J President and Directors. Charles E. Mills, \ • As to Charles Nettleton, /Edmund Randolph Robinson. Samuel L. Taylor, ) As to Charles M.Robinson, j William Kevins Whelen. Thomas Badger, — -As to W, E. Anderson. State of North Carolina, \ In the Probaie Court Wake County. j Be it remembered, that on this the the twenty-third da}'' of April, A. D. 1873, the execution of the foregoing deed was duly proven by the oath and examination of Thomas Badger, one of the subscribing witnesses, as to W. J. Hawkins, Paul C. Cameron and Jos. B. Batchelor. In witness whereof, I have hereunto set my [l. s.] hand and affixed the official seal of my office, the year and date above written. John 1ST. Bunting, Probate Judge. State op New York, City and County of New York, r On this 28th day of April, A. D. 1873, before me, Charles Nettleton, a Commissioner appointed by the State of North Carolina, in and for the State of New York, re- siding in said City of New York, personally came Ed- mund Randolph Robinson, the bargainor in the fore- ( 132 ) going Instrument, and acknowledged the execution thereof, as trustee therein named. Charles Nettleton. In witness whereof, I have hereunto set my [l. s.] hand aad affixed my official seal this 28th day of April, A. D. 1873. Charles Nettleton, Commissioner for North Carolina in New York, 117 Broadway, N. Y. Cir, of Philadelphia, Commission- ers of Deeds for the State of North Carolina, that the exe- cution of the said deed was duly acknowledged by Ed- mund Randolph Robinson and William Kevins Whelen ; and it further appearing from the certificate and seal of J. N. Bunting, Probate Judge of Wake county. State of North Carolina, that the execution of the said deed by W. J. Hawkins, Paul C. Cameron, Joseph B. Batchelor and W. E. Anderson, was duly proved before him ; I therefore adjudge said deed duly proven, and the same, together with said certificates, and this certificate, are ordered to be registered. [l. s.] John T. Gregory, Piobate Judge. Received and recorded this 14th day of May, 1873, Book 41, pages 552, 553, 554,555, 556,557, 558, 559, 560, 561 and 562. Ben. II. Franklin, Register of Deeds. (136) (BOND.) RALEIGH AND GASTON RAILROAD COMPANY. Loan of $1,000,000. First Mortgage, and Free of all Taxation. X* {^Sute ^ ;. 1 ^} ^ Know all Men by these Presents, That the Raleigli and Gaston Railroad Company acknowledge themselves indebted in the sum of one thousand dollars, being for money borrowed by said company, by authority given at a meeting of the stockholders thereof, on the 3rd day of October, 1872, which said sum of one thousand dollars, the said Raleigh and Gaston Railroad Company hereby promise to pay to the order of W. "W. Vase, Treasurer of said company, on the first day of January, 1898, with interest at the rate of eight per centum per annum, payable semiannuall}', on the first days of January and July in each year ; the said interest and principal to be paid as the holder of this bond may prefer, at the office of the company in Raleigh, or in Philadelphia, upon presentation and delivery of the dividend warrants, in the margin hereof, until the payment of the principal sum. Witness the seal of the Raleigh and Gaston Railroad Company, and the signatures of the President and Treasurer thereof, this first day of January, 1873. President Treasurer. This Seal is affixed in our presence. Directors R. & G. R. R. Co. (137) Semi-annual Dividend Warrants in margin, from July 1st, 1873, to January 1st, 1893, of form annexed. RALEIGH AND GASTON RAILROAD COMPANY. Dividend Warrant for Forty Dollars, bein^ half yearly interest on bond No, payable 1st Jan. 18 . Treasurer. A CONDENSED HISTORY OP THE RALEIGH AND GASTON RAILROAD COMPANY. The Company was originally chartered in 1835, to run from Gaston to Raleigh. Work commenced soon there- after. The road was completed through to Raleigh in 1843. It existed under great difficulties until it was finally sold under a foreclosure directed by act of the General Assembly ratified 6th January, 1845. At the sale in pursuance thereof the State of North Carolina, through its then Governor, Hon. William A. Graham, bought the entire property and franchises. It was then run entirely as a State institution until its reorganization under the acts of the General Assembly, ratified January 29th, 1851, and 25th December, 1852. THE NEW COMPANY. The first meeting of stockholders to organize under the new charter was held at Warrenton, N. C, 11th and 12th September, 1851, when George W. Mordecai was elected President and W. W. Vass, Secretary and Treasurer. The first stockholders' meeting held thereafter met at Henderson 14th and 15th January, 1852, when resolu- tions were introduced and adopted looking to a connec- tion with the Seaboard Railroad at Weldon. The Presi- 18 (188) dent also recommended an accual connection at Raleigh with the North Carolina Railroad. The road from Gaston to Weldon and the entire recon- struction of the whole line was completed in 1853. The new bridge at Gaston was completed in 1858. It was burnt down on their retreat by the Confederate forces in 1865, and has not been rebuilt. At the stockholders* meeting, November 3d, 1859, the fiscal year was changed so as to end May 31st, instead of September 30th. At the stockholders' meeting held 4th of July, 1861, the act of the General Assembly ratified 22d February, 1861, entitled "An act allowing the Raleigh & Gaston Railroad Company to increase its capital stock," was ac- cepted, and, by resolution, the capital stock was increased from $973,300 to $1,500,000, $125,000 of the increase to be held to purchase slaves for the road and the rest of the increase being divided among the stockholders as a stock dividend. At the stockholders' meeting held 20th March, 1862, the Board of Directors were authorized to subscribe for 2,000 shares of stock in the Chatham Railroad Company. At the stockholders' meeting held July 2d, 1863, the amended by-laws were adopted and the annual meeting fixed for the first Thursday in July each year. At the stockholders' meeting 7th July, 1864, a further subscription of $300,000 to the capital stock of the Chat- ham Railroad Company was authorized. At the meeting 20th July, 1865, an order from Provis- ional Governor Holden was read, forbidding representa- tion in person or by proxy of any stockholders who were " within the fourteen classes excepted from the President's amnesty proclamation." This not leaving a quorum, the meeting adjourned to August 4th, 1865. At this meeting it was directed that the Legislature be petitioned to allow the Gaston bridge to be discontinued, and the act passed in pursuance thereof was accepted at the next stock, holders'' meeting held 5th July, 1866. At this meeting (139) of 1866 a committee was appointed to confer with other committees to agree upon the scale of the stock of the Chatham Railroad Company. At the stockholders' meeting held 4th July, 1867, an act of the General Assembly ratified 4th March, 1867, entitled " An act to amend the charter of the Raleigh & Gaston Railroad Company," was accepted. As a conse- quence the stockholders elected, for the first time, all seven of the directors. Before the exchange of the State stock authorised by ordinance of the Convention of 16th June, 1866, the State had appointed three directors and the private stockholders had elected four. At this same meeting 4th, July, 1867, a new code of by-laws were adopted, and the annual meeting was fixed on the third Thursday of July. At the annual meeting, 16th July, 1868, the Board of Directors were authorized to aid the Chatham Railroad Company to an extent not to exceed $50,000. A. B. Andrews was elected Superintendent in 1867, and filled that position till his resignation, November 1st, 1875, when Maj. John C. Winder was elected Superin- tendent, a position he still fills. On July 28th, 1868, a contract for five years was signed with the President of the North Carolina Railroad by which the through freights of that road were shipped over the Raleigh & Gaston Railroad. At the animal meeting, 20th July, 1871, the Board of Directors were authorized, in person or by proxy, to rep- resent the stock of this road in the stockholders' meetings of the Chatham Railroad Company. A committee was appointed to report to next stockholders' meeting whether the amendment to the charter changing the mode of elec- tion of the President would transfer the control of the charter to the General Assembly. At an adjourned meeting of stockholders, held October 3d, 1872, said act being entitled "An act to amend the charter of the Raleigh & Gaston Railroad Company," ratified 4th December, 1871, was accepted and became a (140) part of the charter. Thereafter the President has been elected by a direct vote of the stockholders, instead of by the Board of Directors, and the stockholders elect six, in- stead of seven directors. On the 1st of October, 1875, Dr. W. J. Hawkins having resigned as President, Maj. Geo. W. Grice was elected to fill the vacancy. On November 12th, 1875, Major Grice died, and on the 30th of the same month John M. Robin- son was elected to succeed him. On April 7th, 1877, the Raleigh & Augusta Air Line Railroad executed a mortgage on its road and franchises (being the only mortgage now on that road) to secure payment of dividends on the $1,000,000 preferred eight per cent, stock ol that road held by the Raleigh and Gas- ton Railroad Company. At the directors' meeting held 20th July, 1877, the President reported that the subscription for $1,000,000 of the preferred stock of the Raleigh & Augusta Air Line Railroad, made by this company, had been paid in full and that $140,000 of the mortgage bonds of the Raleigh & Gaston Railroad remained untouched. Thereupon it was resolved that the issue of said bonds should be lim- ited for the present to $860,000. The Raleigh and Augusta Air Line Railroad Company was reported as nearly com- pleted to its connection with the Carolina Central at Hamlet, it being thought that the cars would run through regularly in a few days. Raleigh. N. C. August 1, 1877. THE END. 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