.^^ggy^g^^r. ■ ■.-^.■yF^gg^g^, J^^^^^i m R^^^^^^^^^^ ^^^^T^^J^^XS^^S.^^^ZiIl^^^^S^^^^^^^^^^^^^^^^S^^^^^^fS^^^'r, CHARTER AND BY-LA¥S OF THE WESTERN RAILROAD COMPANY, WITH THE AMENDMENTS. AND A LIST OF THE OFFH ERS FOR THE YEAR 1861. fayetteville: PRINTED BY EDWARD J. HALE & SONS. 1861. /< George Washington Flowers Memorial Collection DUKE UNIVERSITY LIBRARY ESTABLISHED BY THE FAMILY OF COI.ONF.I. FLOWERS CHAETER AND BY-LA¥S OF THE WESTERN RAILROAD COMPANY, WITH THE AMENDMENTS, AND A LIST OF THE OFFICERS FOR THE YEAR 1861. PAYETTEVILLE : PRINTED BY EDWARD J. HALE & SONS. 1861. ^ OFFICERS OF THE COMPANY. FresideDt: 0. B. MALLETT. Secretary and Treasurer: JNO. M. ROSE. Directors: GEO. McNeill. JAS. KYLE. H. L. MYROVER. A. A. McKETHAN. W. T. HORNE. S. J. HINSDALE. THOS. S. LUTTERLOH. A. McLEAN. W. McLAURIN. CHARTER. jmk. ms- .^m, «C3 tt To Incorporate a Company to construct a Hail Road from some point on the Cape Fear liiver^ at or near FayettevUle^ to some point in the Coal Region^ hereafter to he determined. 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 for the purpose of establishing a communication by Rail Road between the Town of Fayetteville and the Coal region in the counties of Moore and Chatham, at some point to be hereafter determined, the formation of a corporate company, with a capital of five hundred thousand dollars, is hereby au- thorised, — to be called "The "Western Rail Road Company;" and when formed in compliance with the conditions hereinafter prescribed, to have a corporate existence as a body politic in perpetuity. Sec. 2. Be it further enacted, That the said Company be and the same is hereby authorised to construct a Rail Road from the town of Fayetteville to some point in the Coal region, in the county of Moore or in the county of Chatham, to be deter- mined by said Company after the same shall have been formed. Sec. 3. Be it further enacted. That for the purpose of revis- ing [raising] the Capital Stock of said Company, it shall be lawful to open books in the Town of Fayetteville, under the di- rection of tlie following Commissioners, to-wit: Duncan G. Mac- Rae, Jesse G. Shepherd, James Kyle, William H. Haigh, John Eccles, George McNeill, Thomas S. Lutterloh, John H. Cook, Edward J. Hale, Benjamin W. Robinson, Robert K. Bryan, Robert Strange, and David A. Ray; in the Town of Wilming- ton, under the direction of P. K. Dickinson, Thomas H. Wright, John A. Taylor, Gilbert Potter, John McRae, Sen'r, O. G. Pars- ley, A. J. DeRosset, Jr., Robert W. Brown, and D. K. McRae; 6 and at such other places, and under the direction of such per- sons, as a majority of the Commissioners first above-named may- deem proper, for the purpose of reeeivini; subscriptions to an amount not exceeding five hundred thousand dollors, in shares of one hundred dollars each. Sec. 4. Be it further enacted, That the Commissioners above- named, and all other j)erson.s who may hereafter be authorised as aforesaid to open books for subscriptions, shall open the same at any time after the ratification of this Act, first giving twenty days' notice thereof, of the time and place, in one or more of the newspapers printed in Fayetteville and "Wilmington, and the said books when opened sliall be kept open for the space of sixty days at least, and as long thereafter as the Commissioners first above-named shall direct, and the said first-named Com- missioners sliall have power to call on and require all persons empowered to receive subscriptions of stock, at any time, and from time to time, as a majority of them may think proper, to make returns of the subscriptions of stock by them respectively received. Sec. 5. Be it further enacted, That whenever the sum of one hundred thousand dollars shall be subscribed, in manner and form aforesaid, the subscribers, their executors, administrators or assigns, shall be and they are hereby declared incorporated into a Company, by the name and style of the "Western Bail Road Company," and by tliat name shall be capable in law and equity of purchasing, holding, selling, leasing and conveying estates, real, personal and mixed, and of acquiring the same by gift or devise, so far as shall be necessary for the purposes era- braced within the scope, <;»bject and interest [intent] of their Charter, and no farther: And shall have perpetual succession, and by their corporate name may sue and be sued, plead and be impleaded, in any Court of law and equity in this State; and may have and use a common seal, which they may alter and renew at pleasure; and shall have and enjoy all other rights and immunities w'hich other corporate bodies may and of right do exercise; and make all such bye-law^s, rules and regulations as are necessary for the government of the corporation, or ef- fecting the object for which it was created, not inconsistent with the constitution and laws of this State. Sec. 6. Be it further enacted, That it shall be the duty of the Commissioners named in this Act for receiving subscriptions in Fayetteville, or a majority of them, as soon as the sum of one hundred thousand dollars shall have been subscribed in manner aforesaid, to give public notice thereof, and at the same time call a general meeting of the stockholders, giving at least thirty days' notice of the time and place of meeting; at which meeting a majority of the stockholders, being represented in person or by proxy, shall proceed to elect a President and Trea- surer and nine Directors, out of the number of stockholders; and the said Directors shall have power to perform all the duties necessary for the government of the corporation and the trans- action of the business. And the persons elected as aforesaid shall serve such period, not exceeding one year, as the stock- holders may direct; and at that meeting the stockholders shall fix on the day and place or places where the subsequent elec- tion of President aud Treasurer and Directors shall be held, and such election shall thenceforth be annually made; but if the day of the annual election of officers shall, under any circum- stances, pass without an election, the corporation shall not thereby be dissolved, but the cifficers formerly elected shall con- tinue in office until a new election takes place. Sec. 7. Be it further enacted. That the election of officers aforesaid shall be by ballot, each stockholder having as many votes as he has shares in the stock of the Company, and the person having the greatest number of votes polled shall be con- sidered duly elected to the office for which he is nominated; and at all elections and upon all votes taken at any meeting of the stockholders, upon any bye-law or any of the officers of the Company, each share of stock shall be entitled to one vote, to be represented either in person or by proxy; and proxies may be verified in such manner as the bye-laws of the ComjDany prescribe. Sec. 8. Be it further enacted. That the Board of Directors may fill any vacancies which may occur in it during the period for which they have been elected, and in the absence of the President may a})point a President j^ro tem.jyore to fill his place. Sec. 9. Be it further enacted, That the Board of Directors may call for the sums subscribed as stock in said Company in Buch instalments as the interest of said Company may, in their opinion, require: the call for each payment shall be published in one or more newspapers of the Stiite, for one month before the day of payment, and on foilure of any stockliolder to pay each instalment as thus required, the Directors may sell at pub- lic auction, on a previous notice of ten days, for cash, all the stock subscribed for in said Company by such stockholders, and convey the same to the purchaser at said sale; and if the said sale of stock do not produce a sum sufficient to pay off the inci- dental expenses of the sale and the entire amount owing by such stockholder to the Company for such subscriptions of stock, then and in that case the whole of such balance shall be held as due at once to the Company, and may be recovered of such stockholder, or his executors, administrators or assigns, at the suit of said Company, either by summary motion in any Court of superior jurisdiction in the county where the delinquent resides, on previous notice of ten days to said subscribers, or by the action of assumpsit in any Court of competent jurisdic- tion, or by warrant before a Justice of Peace, where the sum does not exceed one hundred dollars; and in all casts of assign- ment of stock before the whole amount has been paid to the Company, then for all sums due on such stock, both the origi- nal subscribers and the iirst and all subsequent assignees shall be liable to tlie Company, and the same may be recovered as above-described. Sec. 10. Be it further enacted, That the debt of the stock- holders due to the Company for stock therein, either as original proprietors or as first or subsequent assignee, shall be consid- ered as of equal dignity with Judgment in the distribution of assets of a deceased stockholder by his legal representative. Sec. 11. Be it further enacted, That the said Company shall issue certificates of stock to its meml)ers, and said stock may be transferred in such manner and form as may be directed by the bye-laws of the Company. Sec. 12. Be it further enacted, That the said Company may at any time increase its capital stock to a sum sufficient to com- plete said road, not exceeding the additional sum of five hun- dred thousand dollars, by 02)ening books for the subscription of new stockj or borrowing money on the credit of the Com- 9 pany, and on the mortgage of its charter and works; and the manner in which tlie same shall be done in either case shall be prescribed by the stockholders. Sec. 13. Be it further enacted, That the said Company shall have power of using any section of the said road constructed by them before the whole of said road shall be com]»leted, and may chai'ge for transportation thereon. Sec. 14. Be it further enacted, That all contracts or agree- ments authenticated by the President and Secretary of the Board, shall be binding on the Company, with or witliout a seal. Such a mode of authentication shall be used as the Com- pany, by their bye-laws, may adopt. Sec. 15. Be it further enacted, That the said Company may purchase, have and hold in fee or for a tei-m of years any lands, tenements, or hereditaments which may be necessary for the said road, or for the erection of depositories, store-houses, hou- ses foi* the officers, servants or agents of the Companj^, or for work-shops or foundries to be used by the Company, or for pi'o- curing stone or other materials necessary to the construction of the road, or effecting transportation, — and for no other purpose M'hatever. Sec. 16. Be it further enacted, That the Company shall have the i-ight, when necessary, to construct the said rail road across any ])ublic road, or along the side of any public road. Provided that the said Company shall not obstruct any pid)lic road without first constructing one equally as good and as convenient as the one taken by said Company. Sec. 17. Be it further enacted. That when any lands or right of way may be required by the said Company for the purpose of constructing their road, building Avarehouses, v/ater stations, workshops or depositories, and fur want of agreement as to the value thereof, or from any other cause, the same cannot be pur- chased from the owner or owners, the same niay be taken at a valuation to be made by a jury of good and lawful men, to be summoned by the Sheriff of the county in which the land re- quired by the Company may lie, and in making the said valu- ation, the said jury shall take into consideration the loss or damage which may accrue to the owner or owners in conse- quence of the land or right of way being surrendered, and the 2 \ 10 Lenefit and advantage he, she, or they may receive from tlic erection of the said road, »tc., and shall state particularly the value and amount of each, and the excess of loss or damage over and above the advantages and benefits shall form the mea- Bure of valuation of said land or right of way: Provided, never- theless, that if any person or persons over whose land the said road ma}' pass, or the Company, should be dissatisfied with the valuation thus made, then, and in that case, either jiarty may have an ap])eal to the Court of the ccmnty, to be held thereafter; and the Sheriff shall return to the said Court the verdict of the jury, with all tlieir proceedings thereon, and the lands or rights of way 80 valued by the jury shall vest in the said Company so long as the same shall be used for the purpose of said rail road, so soon as the valuation may be paid, or if refused, paid over to the Clerk of the County Court: Provided tluit the right of condemnation shall not authorise the said Com]>any to evade [invade] tlie (Iwelliiig house yard, garden or grave-yard of any individual without his consent. Skc. 18. Be it fui-ther enacted. That the right of said Com- pany to condemn land in the maimer described in the above section, shall extend to the condenmation only of one hundred feet on each side of tlie main track of tiie road, measuring from the centre of the same, unless in case of deep cuts and filling, when said Com])any shall have power to condemn as much in addition thereto as may be necessary for the pur})ose of con- structing said road; and the Company in like manner shall have power to condemn any ap])njpriate lands for the constructing and building of depots, shops, c^c, not exceeding five acres in one lot or station. . Sec. 19. Be it further enacted, That the said Company shall have the exclusive right of conveyance or transportation of per- sons, goods, merchandise, produce and coal over said road, at such charges as may be fixed on by a majoi'ity of the Directors. Sec. 20. Be it further enacted, That the profits of the Com- pany, or so much thereof as the Board of Directors may deem advisable, shall, when the affairs of the Company will permit, be annually or semi-annually divided among the stockholders, in proportion to the stock each may own. Sec. 21. Be it further enacted, That notice of process upon 11 the President or any of tlie Directors thereof shall be deemed and taken to be dne and lawful notice of service of process upon the Company. Sec. 22. Be it further enacted, That said Company shall have power to construct branches to said road, or to connect with any other rail road that may be constructed, and any contract that may be entered into with any other rail road company by the President and Directors of said Company, after the consent of a majority of the stockholders first obtained, shall be binding on the said Company. Sec. 23. Be it further enacted. That it may and shall be law- ful for the said "Western Ivail Road Company" to make and issue bonds to an amount not exceeding four hundred thousand dollars, to be signed by the President of said Company, under the common seal of the same, in sums of one thousand dollars each, bearing interested [interest] at the rate of seven per cent, per annum, to be paid semi-annually, in the city of ^ew York or Boston, at their option, and redeemable in the year 1875. Sec. 24. Be it further enacted, That to secure the faithful payment of the said bonds, it may and shall be lawful for the President and Directors of the "'Western Paillload Company" to make, execute and deliver to such persons either in the city of New York or Boston as the said Company may select and appoint, a deed of trust or mortgage, under the common seal of said Company, wherein shall be conveyed to the person that [thus] ap})ointed Trustee, the road, property, income and fran- chises of said Company, acquired or to be accpiired, conditioned for the payment of the interest and final redemption of said bonds. Sec. 25. Be it further enacted. That all the ofticers of the Company, and servants and persons in the actual employment of the Company, be, and they are hereby exempt from perform- ing ordinary militia duty, working on public roads and serving as jurors. Sec. 26, Be it further enacted. That all the work hereby re- quired shall be executed with due diligence; and if it be not commenced within four years after the ratification of this act, then this charter shall be void. Sec. 2T. Be it further enacted, That this act shall be in force 12 from and after the ratification, and sliall be regarded as a piil)- lic act and be continued in force until the year nineteen hundred. [Read tliree times, and ratified in General Assembly, this 24th day of December, A. D. 1S52.] JNO. BAXTER, S. H. C. W. N. EDWARDS, S. S. STATE OF KORTTI CAROLILA, Office of Skckiotary of State. I, William Hill, Secretary of State aforesaid, do hereby cer- tify that the foregoing is a true cojiy of the original act, on file in this Office. Given under my hand, this Gth day of January 1853. "W. HILL, Secretary of State. 13 AMENDATORY ACTS. AN ACT To ametid the Charter of the Western Railroad Company. Section 1. Be it enacted, &c., That in lieu of the bonds au- thorized to be issued by the Western Raiboad Company, under the 23d and 24th sections of the act of incorporation of the same, the said company is hereby authorized to issue their bonds for such an amount, and in such manner and fonn, pay- able at such tune and place, and bearing such interest, as said company may authorize; and to secm'e the payment of the same, they are hereby authorized to make and deliver to such person or persons as they may select, a mortgage or mortga- ges on all the real and personal estate of the same, together with all their franchises and privileges. Sec. 2. Be it further enacted. That the justices of the coun- ty court of any county, or the authorities of any incorporated town in this State, shall have full power and authority to sub- scribe to the stock of said company to the ampunt they shall be authorized to do by the inhabitants of said county or town; and they may issue bonds or other evidences of debt to enable them to borrow money to pay such subscription, at a rate of interest not exceeding seven per cent, per annum, and to levy and collect taxes to pay the same. Provided, however, that be- fore any such subscription is made, the question shall be sub- mitted to the qualified voters of the House of Commons of such county, or to the qualified voters of such town, and no sub- scription shall be made unless a majority of those voting ap- prove thereof. Sec. 3. Be it further enacted, That in any suit brought by or against said company, no stockholder therein, not being in his individual capacity a party to such suit, shall be incompe- tent as a vdtness on account of his being a stockholder in the same. Sec. 4. Be it further enacted. That so much of the 6th sec- tion of the charter as requires the stockholders annually to u elect a tiTasmer, be repealed, and that hereafter the treasurer shall be appointed by and be amenable to the board of directors^ Sec. 5. Be it further enacted, That the said Western Rail- road Company be authorized to acquire, either bv purchase or otherwise, in the coallields on Deep River, not exceeding one thousand acres of larul, and to use and dispose of the same for mining and other purposes. Skc. 0. And be it further enacted. That if the capital stock of said company, as authorized by the charter, be insufficient to carry out the purposes of the same, it may be increased by said company to a million and a half of dollars. — Passed 1856-57. AN ACT To aid in the Construction and Equipment of the Western Railroad from Faycttcville to tJic Coalfields. Section 1. Be it enacted by the General Assembly of the State of North Carolina, and it is hereby enacted by the au- thorit}" of the same. That the public treasurer is hereby author- ized and directed to sell the coupon bonds of the State, to an amount not exceeding four hundred thousand dollars, signed by the governor, countersigned by the public treasurer, and sealed with the great seal of the State, bearing six per cent, in- terest, the principal payable at the end of thu-ty years from the date thereof, and the coupons of interest payable semi-annu- ally in such form as the public treasurer luay direct, to be made payable at such time and place as may be agreed upon by the public treasurer; and that the public treasurer shall pay over the said sum of four hundred thousand dollars to the pre- sident and directors of the Western Railroad Company, at such times and upon such conditions as are herein provided: Provi- ded, said bonds shall not be' sold by the public treasurer for a less sum than their par value. Sec. 2. Be it further enacted. That before the public trea- surer shall sell for said company any of the bonds hereby au- thorized to be sold, the said Western Railroad Company shall deliver to the public treasurer the coupon bonds of said com- pany for the same amount and bearing the same interest and date, the principal and coupons payable at the same time and 15 place as those of the State hereinbefore directed to be issued and paid over to the Western Raih'oad Compan}^; and to secure the principal and interest of said bonds issued by the Western Railroad Company, the State of North Carolina shall by this act have a lien upon all the estate of said company, both real and personal, which they may now have or may hereafter ac- quire between the Cape Fear river, at Fayetteville, and the terminus of said road in the coalfields, including that at both points, together with all the rights, franchises and powers thereunto belonging or in any wise appertaining, or that may hereafter belong or appertain to said company, which lien shall be more effectually secured by a mortgage duly executed by said company to the State and registered in the register's office of the counties of Cumberland, Harnett, Moore and Chatham, and for the better security of the payment of the in- terest upon said bonds until the completion of said road, the company shall deposit with the public treasurer good and suf- ficient bonds made by individual stockholders, or persons in- terested in said road, amounting to fifty thousand dollars, to secure the payment of the interest as aforesaid, which said bonds shall be payable to the public treasurer, and shall be deemed due and payable at any time prior to the completion of said road, if the said company shall fail to pay the interest on the bonds given in exchange for the bonds of the State; which bonds shall upon the payment of the interest, to the completion of said road, be surrendered by the public treasu- rer to the said company. Sec. 3. Be it further enacted. That the bonds of the State hereby authorized to be sold for the Western Railroad Com- pany, shall be sold as follows: when it shall be certified by the president of said Western Railroad Company, that twelve miles of said road have been completed and put in operation, said company shall be entitled to receive one hundred thousand dollars; when it shall be likewise certified that the iron for the whole road has been delivered at the port of Wihuington, said company shall be entitled to receive an additional one hundred thousand dollars; whenever the president shall certify that twenty-four miles of said road have been completed, said com- pany shall be entitled to receive an additional one hundred thousand dollars; and whenever the president shall certify that the whole road to the coaHields has been completed and put in operation, and that an additional sum has been raised by said company making the amount of four hundred thousand dollars, and that the aforesaid sum of four hundred thousand dollars (exclusive of State bonds) has been expended upon said road, then an additional and final sum of one hundred thou- sand dollars shall be delivered to said company. Sec. 4. Be it further enacted, That the income of said com- pany, after paying the current and necessaiy expenses, shall first be applied to the payment of the interest on the bonds hereby directed to be delivered to the public treasurer, and of the remainder, twenty-five per cent, shall be set aside and per- manently invested for the purpose of creating a sinking fund for the final extinguishment of the debt; the balance may be divided among the stockholders, as said company may direct, it being the intention of this act to pledge the whole net in- come of the company, in the first instance, to liquidation of the interest on the bonds, and then to provide for their final extinguishment. Sec. 5. Be it further enacted, That the State shall have the privilege, at any time witlim eight years from the passage of this act, to subscribe stock m said company to the amount of four hundred thousand dollars, in shares of one hundred dol- lars each, and upon certificates of stock being issued to the State by said company for the same, to surrender the bonds of said company which had previously been delivered to the State under the provisions of this act. Sec. G. Be it further enacted, That the board of internal improvements shall have the right, under this act, to send an agent of the State annually to examine into the condition of said railroad company, and to report the same to the governor and council. Sec. 7. Be it further enacted. That in case any railroad company shall be incorporated hereafter, running castwardly from the town of Fayetteville, or if the AVilmington and Wel- don Railroad Company, or the Wilmington, Charlotte and Rutherford Railroad Company shall ever build a branch under their charter, then the said AVestern Railroad Company shall 17 join in the erection of any warehouses and passenger sheds that may be necessary to render such connection as perfect as pos- sible, and regularly use the same for the reception and delive- ry of all passengers, goods and other articles whatever; and the said railroad company shall not discriminate by charges against the company or companies so connecting with its railway. Sec. 8. Be it further enacted, That in case of a railroad be- ing built so as to connect any point or points to the eastward of Fayetteville with the coalfields, by means of the Western Railroad, then and in that case the depots, yards, &c. of the Western Railroad shall be used in common with such connect- ing roads, on their papng a due proportion of the cost of said depots, yards, &c., and agreeing to contribute a due propor- tion to the repairs and improvements thereon. Sec. 9. Be it further enacted, That in the payment of any interest which may accrue on the bonds of the State, before the completion of the road, the president of said road shall be required to make oath that no part of said amount of interest has been derived from the sale of the bonds of the State. Sec. 10. Be it further enacted, That the 22d section of the charter of said company be amended so as to read as follows: That said company shall have power to construct branches to said road, or to connect with any other railroad that may be constructed: Provided^ That no such branch shall cross any railroad now in existence, or in progress of construction, ex- cepting the Wilmington and Weldon Railroad; any contract that may be entered into with any other railroad company by the president and directors of the said company, after the con- sent of a majority of the stockholders first obtained, shall be binding on said company; and this act shall be in force from and after its ratification. — [Ratified the 1th day of FeVy 1859.] AN ACT To enable the Western Railroad Convpany to extend their Road from the Coalfields to the North Carolina Railroad. Whereas, The loan of lour hundred thousand dollars made to the Western Railroad company by an act of the last Legis- lature entitled, "An act to aid in the construction and equip- 18 meut of the Western Railroad from Fayetteville to the Coal- fields," was insufficient to enable said company to procure the rolling stock and equipment, build work-shops and construct the necessary wharves at Cape Fear River, for the shipment of coal and other produce, and for the erection of a permanent bridge across Deep River; therefore to enable said company to complete said works and carry into effect the provisions of this act, Section 1. Be it enacted, »tc., That there shall be two di- visions of the Western Railroad, viz: the Eastern division shall extend from the Cape Fear to the west bank of Deep River, near Egypt, in the county of Chatham, and the Western divi- sion shall extend from the west bank of Deep River to a point on the North Carolina Railroad, to be hereafter determined by the president and directors of the Western Railroad company, or the stockholders of the same in general meeting assembled. Sec. 2. That for the purpose of completing the eastern di- vision, procuring the rolling stock and equipment, building shops, wharves, and constructing a permanent bridge over Deep River, the public treasurer is hereby authorized and di- rected to sell two hundred thousand dollars of the coupon bonds of the State of North Carolina, made in the same manner and form as those heretofore sold for said company, and the pro- ceeds thereof to loan to said railroad company, the said com- pany making and delivering to the public treasurer at the same time its coupon bonds for the same amount, and payable at the same time and place as those of the State sold for its benefit; and to secure the principal and interest of said bonds, issued by the Western Railroad Company, the State of North Caro- lina shall by this act have a lien upon the Eastern division of said road, together with all the rights and franchises thereto belonging or in any wise appertaining, and upon all the estate of said company, both real and personal, which they may now have or may hereafter acquire; which lien shall have prefer- ence over all other claims whatsoever. Sec. 3. That for the purpose of completing the Western di- vision of said road, the public treasurer is hereby authorized and directed to issue and sell the coupon bonds of the State of North Carolina, signed by the governor, and countersigned by 19 the public treasurer and sealed with the great seal of the State, bearing six per cent interest, the principal payable at the end of thirty years from the date thereof, and the coupons of inter- est payable semi-annually in such form and at such time and place as the public treasurer may direct, for the purpose of raising the money herein directed to be loaned to the Western Railroad Company. Sec. 4. That before the public treasurer shall make any loan to said company of any of the moneys received from the sale of the bonds hereby authorized to be issued and disposed of, the Western Railroad Company shall deliver to the public trea- surer the coupon bonds of said company, bearing the same in- terest and date, the principal and coupons payable at the same time and place as those of the State hereinbefore directed to be issued and disposed of; and to secure the principal and in- terest of said bonds issued by the Western Railroad Company, the State of North Carolina shall by this act have a lien upon the Western division of said road, together with all the rights, franchises, and powers thereto belonging, or in any wise ap- pertaming, or which may hereafter belong or appertain, to- gether with all the real and personal estate of said company which they may now have or hereafter acquire, and which lien shall have preference over all other claims whatsoever; and in case of failure of said company to j)ay the semi-annual interest on said bonds for twenty-four months after such interest shall become due, or to pay the principal of said bonds for twelve months after their maturity, the board of internal improvement, for and on behalf of the State, may enter upon and take pos- session of all the property hereinbefore specified, and dispose of the same so as to protect the State. Sec. 5. That the public treasurer shall issue and dispose of the bonds hereinbefore directed, from time to time as may be necessaiy to make the loans to said company, as required by the provisions of this act; and said loans shall be made in the sums and on the conditions following, viz: that whenever the president of said company shall certify to the governor that a section of ten miles of said road has been graded continuously at either end of the western division, that said company has purchased the iron rails, chairs and spikes, and will forthvsrith / •20 in good laitb proceed to lay down and complete said sections of ten miles, said company shall be entitled to receive the sum of one hundred thousand dollars; and upon a like certificate, as each successive ten miles has been graded and prepared to re- ceive the superstructure, said company shall be entitled to re- ceive the sum of one hundred thousand dollars, until said di- vision shall be completed. Vrovidrd, That if the last section shall be less than ten miles, a deduction shall be made in the proportion of one hundred thousand dollars to ten miles of road, it being the pui-pose of this act to loan said company ten thousand dollars per mile for each mile of road constructed be- tween the eastern division and the fmal terminus of said road on the North Carolina Railroad. Provided farther, That none of the boards [bonds] authorized to be issued for the Western division of said road, shall be sold by the public treasurer until it shall have been certified to him by the president of said com- pany, that the iron rail purchased for the said Western division is of the product and manufacture of the State of North Caro- lina: Provided farther J That the bonds so issued for said Wes- teni division shall not exceed $500,000. Sec. 6, That whereas the provisions of the seventh, eighth and tenth sections of the act of the last Legislature, entitled "an act to aid in the construction and equipment of the Wes- tern Railroad from Fayetteville to the Coalfields," are unusual and have not been imposed upon any other company in this State, therefore the said seventh, eighth and tenth sections of said act be and the same are hereby repealed. Si:c. 7. That the bonds herein provided to be sold by the public treasurer shall not be disposed of by him for less than their par value. — {Ratified Fchruai-y IG, 1861.] ilC A X.J' ^ ^, .... ./'.^J BYE-LAWS. AETICLE I. The Annual Meetings of this Company sliall be held on the thii'd Monday in March in each and every year, in the Town of Fayetteville. AETICLE IL The Stockholders, at each Annual Meeting, shall elect by ballot a President, Treasurer, and nine Directors. ARTICLE III. The President and any four Directors shall form a quorum for the transaction of business. In the absence of the Presi- dent, any five Directors shall form a quorum. '^ AETICLE IV. The Board of Directors shall have power to adopt all neces- sary measures for the construction of the Eoad, and in all things to manage the aftairs of the Company. AETICLE Y. The President of the Company shall sign all Certificates of Stock, and other ofticial papers of the Company; call special meetings of the Board at his discretion, or on application of any two Directors; and upon the written application of Stockholders holding 250 shares of Stock, to call a General Meeting of the Company; sign all orders on the Treasurer; and generally to exercise suj)erintendence over the affairs of the Company. He shall only be entitled to vote when there is a tie in the Board of Directors. His salary shall be $1500 per annum. AETICLE YI. The Treasurer shall collect tlie assessments on the Stock, and have the care and custody of the funds belonging to the Com- pany; shall deposite all cash received in one or other of the 14 Banks in tliis Town, and sliall draw out notliing therefrom ex- cept by check countersigned by the President, He shall open and keep the books of the Conipan}-, under the Direction of the Board of Directors. He shall take a receipt or voucher for each item disbursed. He shall give a bond to the Company, with at least two good and resjionsible sureties to be approved of by the Beard of Directors, in the sum of $10,000, for the faithful discharge of his duties as Treasurer. He shall render annual accounts, and oftener if thereto recpiired, and be amenable to the Board of Directors. The Treasurer shall also be the Secre- tary of the Company and of the Board of Directors, and shall perform all the duties of that office. His salary shall be $1000 per annum. AllTICLE Yll. Stock shall only be transferred by u surrender of the original Certificate, by the holder thereof, or by his attorney specially authorised to make such transfer, at the office of the Company in Fayetteville, or at such agency as shall be established for that purpose by the Board uf Directors. AKTICLE VIII. At each Annual Meeting of the Stockholders, a Committee of three shall be appointed to examine the Accounts of the sev- eral Officers at the end of the fiscal year, and report thereon to the next Annual Meeting. ARTICLE IX. The fiscal year of the Company shall close on the last day of Fel)ruary in each year, and all books and accounts shall be balanced at that date, and in five days thereafter shall be sub- ject to the inspection and examination of the Committee ap- j)ointed by the preceding Article. AimCLE X. Tlie Form of the Certificate of the Ca2)ital Stock shall be as follows: 15 North Carolina. 'No. Shares. Be it Knoavx, Tliat of , — entitled to Shares in the Capital Stock of tlie Western Rail Road Com- pany, on which the full sura of One Hundred Dollars per Share lias been paid, transferable bj the said , personally or by Att