BY-LAWS EEQULATIOn ' OF THE ORTFI CAROLINA RAIL ROAD COMPAiNY. - R A LEKUI: UNTKD XI THE INSTITUTION FOR THE DEAF AND DUMB AND THE HI.IND. 186 7. ' BY-LAWS AND [REGULATIONS NORTH CAROLINA RAIL ROAD COMPANY. RALEIGH: PRINTED A'l THE INSTITUTION FOR THE DEAF AND DUMB AND THE BLIND. 186 7. Digitized by the Internet Archive in 2012 with funding from University of North Carolina at Chapel Hil http://www.archive.org/details/bylawsregulationOOnort BY-LAWS OP THE NORTH CAROLINA RAIL ROAD COMPANY. MEETING OF THE STOCKHOLDERS. 1. The general annual meetings of the Stockholders shall be held alternately at Greensboro', Raleigh, Salisbury and Hillsboro', on the second Thursday of July in each and every year, until otherwise ordered. 2. The President or any five Directors, or any number of Stock- holders representing one-third of the individual stock, shall have power to call occasional meetings of the Stockholders at such time and place as he or they may think proper, first giving twenty days' notice thereof in two or more newspapers published in the city of Raleigh. 3. At least one hundred individual Stockholders, represented either in person or by proxy, and holding not less than a majority of tb© stock subscribed by individuals, shall be necessary to con- stitute a quorum for the transaction of business. 4. At every general annual meeting, three Stockholders shall be appointed by the Chairman, who, with the Secretary of the Com- pany, shall constitute a committee to verify proxies at the ensuing meeting, and it shall be the duty of the Secretary to prepare for the use of such committee, an alphabetical list of the Stock- holders entitled to vote, and the number of shares held by each, as also the number of votes to which each may be entitled. 5. Notice of the general annual meetings of the Stockholders, and of closing the transfer books, shall be published by the Secra H tary at least twenty days previous thereto, in two newspapers published in the city of Raleigh. 6. The proceedings of the Stockholders at all their meetings shall be recorded by the Secretary of the Company, in a well bound book to be kept for that purpose. 7. Stockholders of this Company, going and returning from the meetings of the Company, may travel over the road free of charge to and from the place of meeting. DIRECTORS. 1. The Directors on the part of the individual Stockholders shall be elected at the general annual meetings, and shall continue in office until the next general annual meeting, and on failure to elect Directors at such meeting, the^ President and Directors then in office shall continue to exercise their respective offices until their successors shall be elected. 2. On failure of the Stockholders to elect Directors as provided by law, the Chairman of the Stockholders then assembled, shall adjourn the meeting from time to time, and give notice thereof until a proper meeting can be held, and an election made, and on failure of the Chairman, from any cause, to adjourn or appoint such meeting and give the necessary notice, the acting President of the Company, or any two acting Directors shall make the call and give the necessary notice. 3. The Board of Directors shall meet at least once in two months at the Company's Shops, or at such other place as they may direct, which meetings shall take place on the third Fridays of August, October, December, February, April and June, in each year, and the President shall be at liberty to convene the Board as much oftener as the interest of the Company may require. 4. The Directors shall keep a record of their proceedings, shall have power to establish a common seal with suitable devices, and to alter the same at pleasure, to ascertain and define the duties of the officers, clerks and servants of the Company, and direct them in the performance thereof, and to dismiss from the service of the Company any officer or agent, clerk or servant, whenever in their opinion the interest of the Company may require. 5. The Directors, seven members concurring, shall appoint an Auditor, Treasurer, Secretary and Superintendent; all other officers, agents or employees, shall be appointed by the President and Superintendent, and their appointments shall be submitted to the Board of Directors at the next meeting thereafter for approval, and the compensation of all officers shall be fixed by the Board of Di- rectors. 6. Seven members of the Board shall constitute a quorum for the transaction of business, and each Director shall receive as compen- sation for his services dollars for each day he may be so en- gaged, and ten cents per mile in traveling to and from the place of meeting, with the privilege of the Road for his own individual travel. 7. No loan, either permanent or temporary, shall be made by the President or any other officer of the Company, unless author- ized or directed by at least seven members of the Board of Directors. 8. No Director shall, while acting as such, hold any office in the gift of the Company, nor shall any Director be allowed to act as agent or counsel for parties having claims or demands to be passed upon by the Board of Directors. PRESIDENT. 1. The President shall be elected annually, by ballot, by a ma- jority of the whole Board of Directors, and out of their number, and shall receive as compensation for his services an annual salary of $ , over and above his necessary traveling expenses incurred by order of the Board of Directors, on journies out of the State, on business of the Company. 2. The President shall have the general supervision and control of all the other officers of the Company, and shall prescribe their duties, unless otherwise provided for. He shall carefully examine into the performance of their duties, and from time to time report to the Directors all and any matters touching the interest of the Company which shall come to hii knowledge. He may at any time, when the Board is not in session, suspend any officer or dismiss any servant, but at the next meeting he shall report such fact and the reason for- so doing. 6 3. The President shall conduct the general correspondence, sign documents in the name of the Company, keep the seal of the cor- poration, and with the consent of a majority of the Directors, shall affix the same to all conveyances and other instruments to which the attestation of the seal may be necessary. 4. It shall be the duty of the President to see that proper ac- counts are kept by all the subordinates, and reports made monthly so as to show, 1st. Amount of temporary or permanent loans made. 2nd. Income of the Road from freight, passengers, &c. 3rd. Income from other sources. 4th. Current expenses of the Road. 5th. Debts paid out, and whether old or new. 6th. Property or material purchased. 7th. Property and material sold or otherwise disposed of. Sth. Property and material on hand, with their estimated value. 9th. Property lost or destroyed. 10th. Debts contracted or outstanding. And the President shall report the same to the Board at each regular meeting, who shall embody the substance thereof in their annual report to the Stockholders. There shall also be reported to the meeting of the Stockholders, a list of the persons in the employment of the Company, stating in distinct columns, the names, compensation and duty : Provided, however, that the names of the hands on the Road, in the depots and workshops, and upon the trains, need not be stated, but in re- gard to them it shall be sufficient to mention the number employed for each purpose, and their compensation. THE AUDITOR, 1. Shall give bond in the sum of twenty thousand dollars, with sureties, to be approved by the Board. 2. It shall be his duty to audit the accounts of the Treasurer and other financial agents of the Company ; and to this end he shall keep such accounts and prescribe such rules and regulations, with the approval of the Board, as will require of these officers dispatch and fidelity in their several trusts. 3. He shall also examine and pass upon all claims and demands against the Company; see that they are just and proper, and that they are supported by sufficient evidence, and verified by proper agents or officers of the Company. He shall endorse thereon his approval, rejection or suspension, and forward them for the action of the President ; and all approved by the President shall be coun- tersigned by the Auditor for payment, specifying the exact sums ordered to be paid. 4. It shall also be his duty to investigate all cases of loss and damage on the Road, or in the several stations, all violation of con- tracts and official delinquencies, and he shall have a special supervis- ion of all suits in court, for or against the Company. 5. He shall keep a record of all his proceedings, and shall render to the Board monthly, quarterly and annual reports of the financial condition of the Company ; and to this end he may have full access to all the books and accounts of the other officers of the Company. TREASURER. 1. The Treasurer shall be appointed annually by the Board of Directors, and shall give bond in the sum of $50,000, with security, to be approved by the Board. 2. It shall be the duty of the Treasurer to take charge of, and safely keep, all the monies and monied securities of the Company, to disburse the same under the direction and ypen the wan ants of the President, countersigned by the Auditor, and to take proper vouchers for such disbursements. He shall deposit all monies be- longing to the Company over and above the sum of twenty thou- sand dollars, in such bank or place as may be designated by the Board of Directors, and shall render to the President a monthly account of all his transactions, and also an annual report to the Stockholders. 3. Whenever the Board of Directors may think necessary, they may authorize the appointment of a Paymaster, who shall enter into bond in such sum as they may direct, with securities approved by the Board, and shall receive such compensation as they may prescribe He shall pay such accounts and pay rolls as may be 8 delivered to him by the Auditor, and shall take proper vouchers for the same, and shall promptly account for all such payments. THE SECRETARY. 1. Shall give bond in the sum of twenty thousand dollars, with sureties, to be approved by the Board. 3. He shall record the proceedings of the Board and of the Stockholders' meetings, and shall take charge of all the books, deeds, official bonds, and other papers of the corporation, not per- taining to other officers, or otherwise provided for. 3. The Secretary shall be the principal book keeper of the Company, and shall keep all the individual and consolidated ac- counts of the corporation, and, in regard to the receipts and expen- ses of the Road, he shall keep, in detail, the several items of income and expenditure, so as to show the amount of each. ENGINEER AND SUPERINTENDENT. 1. It shall be the duty of the Superintendent to see that the Road and bridges and their equipments are kept and maintained in good repair and condition ; to devise and recommend to the Direc- tors such changes and alterations to the Road, bridges and other equipments as he may deem necessary for the safe and advanta- geous operating of the Road ; To prescribe, with the assent of the Directors, rules and regulations for Ticket Agents, Conductors, Engineers, Brakemen, Switchmen, Flagmen, Baggage Masters and all other persons employed in operating the Road, so as to secure the safe, regular and convenient transport of passengers and freight, and to prescribe rules for the conduct of all persons employed in other capacities upon or about the Road ; to employ, subject to the approval of the Board, all persons necessary for the operating of the Road, and to discharge such employees as may be useless, unnecessary, negligent or inefficient. He shall determine the number of trains to be run, their speed and time of starting, and cause proper time tables to be issued, and proper advertisements to be published in such newspapers as he shall deem proper. He shall supervise all persons intrusted with the printing and / A „ X^e^ / 9 issuing of tickets, and with accounting for the same. He shall, in conjunction with the President, see that all connecting roads per- form the obligations required by law or contract, and that the reciprocal duties of this Company are performed. He shall, under the President, have the superintendence of all persons employed in maintaining and taking care of the property of the Company, in operating the road, in the work shops, in receiving and delivering of freights and baggage, and in any matter relating to the business of the Road, and see that they perform their duties with faithful- ness and care. He shall make a monthly report to the President of his proceedings and the condition of the Road, together with an estimate of materials and supplies required for the ensuing month, and shall also make an annual report to the Board of Directors, to be submitted to the Stockholders at their annual meeting. COMMITTEE QF FINANCE. 1. There shall be a Committee of Finance, consisting of five, three of whom shall be appointed by the Stockholders at each annual meeting, and two by the Board of Directors, whose duty it shall be to examine the accounts and vouchers of the Treasurer, the books of the Secretary and other officers, every two months, and report their condition at each stated meeting of the Board, and also to report to the general meeting of the Stockholders, such facts and suggestions as to the state of the accounts and the general financial condition of the Company as they may think proper. Any three of this Committee shall constitute a quorum. That the mem- bers of such Committee shall each receive S per day for his services \jKhile actually engaged in such examination, and ten cents per mile in traveling to and from the place of meeting, with the privilege of the Road for his individual travel. REPORTS. The annual reports of the President and Directois, of the Treas- urer, Superintendent, and Committee of Finance, shall be prepared and published prior to the annual meeting of the Stockholders, and shall be referred to appropriate committees, and acted on by the meeting previous to the election of Directors. Microfilmed SOLINET/ASERL PROJECT 10 PROXIES. 1. Proxies shall be in writing, signed by the parties, and may be general or special, and none but a Stockholder shall be a proxy. CONTRACTS. t. 1. Contracts shall be made under such rules and regulations as the Directors shall prescribe, and when signed by the President, shall be binding on the Company, either with or without the seal of the corporation. 2. No contract shall be considered as binding on the Company, unless ratified or approved by the President or Board of Directors. CERTIFICATES OF STOCK. The form of certificates of Stock shall be as follows : North Carolina Rail Road Company. No Shares. Be it known that of is entitled to Shares in the North Carolina Rail Road Company, transferable by the said either per- sonally or by attorney, only at the office and on the books of said Company. Witnes, President of the said North Carolina Rail Road Company, at under the seal of the corpo- ration, this day of A. D. TRANSFERS. 1. The stock shall be transferred, either in person or by attorney, on the books of the Company, to be kept by the Secretary for that purpose, which book shall be closed on the first day of June in each year, and shall continue closed until after each general meeting of the Stockholders. 2. Powers to transfer shall be signed by the party, in the pres- ence of a Director of the Company, one of the Judges of the Supreme or Superior Courts, a Clerk of a Court of Record, or Notary Public, or Justice of the Peace, and attested by tbe same, and said power shall be filed in the office of the Secretary of said Company. 4 • / /