AííACT
TO INCORPORATE THE
VT. CENTRAL RAIL ROAD COMPANY,
PASSED
BY THE LEGISLATURE
OP THE
STATE OF VEEMONT,
AT THEIR
OCTOBER SESSION,
1843.
MONTPELIER:
E. P. WALTON & SONS, PRINTERS.
1843.
No. 53.—AN act, to INCORPORATE THE VERMONT CENTRAL
RAIL ROAD COMPANY.
SüCTiorr
1. Members and purposes of Corporation.
S. Time for making road limited.
3. Stock of Company. Provision relating to sale of,
4. Organization, and election of Directors. Survey
of route regulated.
5. Officers of Company.
6. Provision in case no election on day appointed.
■?. Powers of Directors. Occupation of land reg¬
ulated. Proviso, damages to be assessed by
Commissioners.
8. Appeal granted from Commissioners to County
Court. Proviso, regulating purchase of Wi-
nooski Turnpike.
9. Manner of using road«
10. Provisions for crossing highways and water cour¬
ses. Proviso, allowing the crossing of said road.
Sectiow
11. Toll granted; subject to alteration by Supreraé
Court.
12. Penalty for injuring road.
13. Capital Stock, when to be paid in.
14. Office of Clerk to be kept within this State.
15. Company may change location of road.
16. May enter upon adjoining lands for purposes of
road.
17. Road exempt from taxation. In certain case
Legislature may reduce toll ; and after 20 years
may purchase road.
18. This declared a public act.
19. Directors to make annual report to Legislature.
20. Not to interfere with any any rail road in valley
of Connecticut River.
It is hereby enacted by the General Assembly of the State of Ver-'
mont, as follows ;
Sec. 1. Such persons as shall hereafter become stockholders of
said company, are constituted a body corporate by the name of the
Vermont Central Rail Road Company, for the purpose, and with
the right, of building a rail road, with a single or double track, from
some point on the eastern shore ot Lake Champlain, thence up the
valley of Onion River, and extending to a point on Connecti¬
cut, most convenient to meet a rail road, either from Concord, New
Hampshire, or Fiichhurgh, Massachusetts, to said river ; to trans¬
port and carry persons and property upon the same, by the power of
steam or otherwise, as said company may direct; and by that name
they and their successors may construct and build a rail road, with
a single or double track, for the purpose aforesaid ; and by their
corporate name, may sue and be sued, and may have a common
seal.
Sec. a. If said corporation shall not, within five years, complete
the survey of said "road, and within seven years from the passage of
this act, construct and finish and put in operation, one-fourth
ÎTÎ T Í P
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part of Baid road, and within ten years from the passage of this act,
construct and put in operation one-half of said road, and shall not
within twelve years from the passing of this act, complete and put
in operation the whole of said road, then the rights and powers,
granted by this act, shall cease for such parts of said road as shall
not be completed within the several periods aforesaid, but shall be
valid for such parts of said rail road as shall be completed within
the said periods respectively.
Sec. 3. The capital stock of said company shall be one million
of dollars, which shall be divided into shares of one hundred dol¬
lars each, and said company may increase said capital to such amount
as shall be necessary to complete said road, and to furnish such car¬
riages, and all other appurtenances, for the convenient and profitable
use of said road, and such additional capital shall also be divided
into shares of one hundred dollars each. The shares in said com¬
pany shall be deemed personal property, and may be transferred in
such manner as said company shall by their by-laws direct ; and
when any share or shares shall be attached on any process, the offi¬
cer serving the same shall leave with the clerk of said company an
attested copy of such process, with his return thereon, and such
share or shares mav be taken and sold on execution, in the same
manner as other personal estate ; the purchaser causing an attested
copy of said execution, and the officer's return thereon, to be left
with the clerk of said company, within twenty days after said sale,
and paying for the recording of the same, all the right of the stock¬
holder, for whose debt the same was sold, shall pass to the purchas¬
er of such share or shares. When any officer, duly authorized, shall
appear at the office of the clerk of said company, for the purpose
of attaching any share or shares in said company, or for the pur¬
pose of levying execution thereon, the clerk shall produce to such
officer the books of said company, so far as to enable such officer to
ascertain the number of shares owned by the debtor, and shall give
such officer a certificate, in his official capacity, of the number of
shares owned by such debtor, with the dividends due thereon, and
all liens of said company on such, share or shares.
Sec. 4. Charles Paine, John Peck, Wyllys Lyman, Daniel Bal¬
dwin, E. P. Jewett, Andrew Tracy, and Levi B. Vilas, shall be
commissioners, who shall, within one year, at some suitable
places in Montpelier and Burlington, and at such other places
as they may deem proper, open books for subscriptions to the
capital stock'of said company; and said commissioners shall
give at least ten days notice of the time and places of opening
said books, by publishing the same in one or more of the
newspapers printed in such places as they shall think proper ; and
any two of the commissioners shall constitute a board for receiv¬
ing subscriptions ; and every person, at the time of subscribing,
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shall pay to said commissioners five dollars on each share for which
he may subscribe, and each subscriber shall be a member of said
company ; and when one thousand shares shall be subscribed, or
as soon thereafter as the commissioners shall deem proper, said com¬
missioners may give a like notice for the meeting of the stockhold¬
ers, at such time and place as said commissioners shall appoint, to
choose seven directors ; and such election shall then be made by
the stockholders, who-shall attend for that purpose, either in person
or by proxy ; each share of said stock shall entitle a stockholder to
one vote ; said commissioners shall be inspectors of the first elec¬
tion of directors, and shall certify the names of those duly elected,
and deliver to such directors the books of subscription, and all sums
of money deposited with them on all shares subscribed as aforesaid ;
the time and place for the first meeting of such directors shall be
fixed by said commissioners ; a new election shall be made annual¬
ly, at such time and place as the board of directors shall appoint,
giving thirty days notice thereof, by publication in the newspapers
printed at Montpelier, and such other papers as they may deem
proper. Said directors may appoint an engineer or engineers, and
cause such examinations and surveys to be made, as may be neces¬
sary to enable them to determine upon the best line or route for
said road, between the two points or terminations before mentioned ;
and said directors, or a major part of them, after such examinations
and surveys shall be made, by certificate under their hands and
seals, shall designate the line or route which they shall deem the
most advantageous for said road, through each town, which certifi¬
cates shall be recorded in the office of the town clerk of each town
through which said road shall pass ; which line or route, so desig¬
nated and certified, shall be the line or route on which said com¬
pany shall construct and make their single or double track, as here¬
inafter mentioned ; the expenses of such examinations and surveys,
and all other expenses relating thereto, shall be paid by said corpo¬
ration.
Sec. 5. The directors chosen at the meeting aforesaid, or at the
annual election, as soon as may be after every election, shall choose
out of their number a president, who shall preside at all meetings
of the board of directors and of the stockholders ; and in case of
the death or resignation of the president or any director, such va¬
cancy may be filled for the remainder of the year, by the board of
directors ; and in case of the absence of the president, the board
of directors may appoint one of their number president pro tempore,
who shall exercise such powers as the by-laws of said company
shall prescribe.
Sec. 6. In case an election of directors should not be made on
any day as provided in this act, said company shall not thereby be
dissolved, but such election may be made at any other time, direct¬
ed by the by-laws of said company.
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Sec. 7. Four directors shall form a board, who shall be compe¬
tent to transact all the business of said company ; make and pre¬
scribe such by-laws and regulations as shall be necessary for the
management of the capital stock, and all other property of said
company, the transfer of shares, the duties of the officers and ser¬
vants of said company, the election of directors, and all other mat¬
ters relating to the business of said company ; they may also ap¬
point a clerk or secretary, and treasurer, and fix their salaries, and
the salary of the president. Said corporation, by their officers or
servants, may enter upon such line or route, so to be designated as
aforesaid for said road, to lay out said road, not exceeding six rods
in width, through the whole length of said line or route ; and said
company may enter upon, take possession and use all such lands
and real estate, as may be necessary for the construction of said rail
road, and the accommodation requisite and appertaining to the same ;
and may take and hold all such grants and donations of land and
real estate, as may be made to said company, to aid in the construc¬
tion, maintainance and accommodation of said road.
Provided, that all lands, or other real estate, thus entered upon
and used by said company, which have not been granted or given
to said company, shall be purchased by said company from the own¬
ers of the same ; and in case of a disagreement about the price of
such lands, and before the making of any portion of the road there¬
on, any two of the Judges of the Supreme Court, upon application
for that purpose by said company, shall appoint three disinterested
commissioners, to determine the damages which the owner or own¬
ers of such lands or real estate may have sustained, or shall bo like¬
ly to sustain, by the occupation of the same for the purposes afore¬
said, and upon the payment of the damages determined upon by
such commissioners, with the costs and charges thereupon accruing,
by said company, or upon said company depositing, in such bank as
said commissioners shall direct, the amount of such damages, with
the cost and charges aforesaid, to the credit of the person or persons
to whom such damages and costs have been awarded by said com¬
missioners, such bank giving notice personally or by letter through
the post office, to such person or persons, that such deposit has been
made by said company, said company shall be deemed to be seized
and possessed of all such lands or real estate as shall have been ap¬
praised by said commissioners. Said commissioners shall give three
days' notice to the occupants or owners of the lands to be apprais¬
ed, of the time and place, when and where, they will attend to such
appraisal, and when such appraisal is made, they shall deliver to
said company a written statement of the same, with a description
of the land or real estate so by them appraised, which, within sixty
days thereafter, said company shall cause to be recorded in the town
clerk's office of ths town where such lands or real estate lie; and
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in case the owner of lands or real estate, taken by said company,
shall be a married woman, an infant, idiot or insane, or shall not re¬
side in this state, then said company shall cause the damages, sus¬
tained by such owners, to be determined in the manner above pre¬
scribed, and shall pay the same to the owners last above mentioned,
when the same shall be Jawfuily demanded, with the interest there¬
on at the rate of six per cent, per annum, which said damages and
the interest thereon, shall be a specific lien upon the real estate of
said company, and shall be preferred before any other demand
against said company ; no application shall be made to said com¬
missioners to determine damages which may be sustained, unless
made within three years from the time of taking said land.
Sec. 8. Should the company, or the owner of any land or ma¬
terials, feel aggrieved by the decision of the commissioners, either
party may, within ninety days after the making of such decision,
appeal to the County Court, in the county where such land or other
real estate lies ; and the decision of such court shall be final, and
said court shall tax cost for either party, as shall be just and equita¬
ble.
Provided, that to settle the damages which the construction of
said road, through the valley of Onion River, may cause to the
Winooski Turnpike Company, the Supreme Court, on application,
shall appoint a disinterested committee, who, after giving notice
to the treasurers of both companies of the time they will at¬
tend to the duties of their appointment, shall, upon examining the
charter, books and road of said turnpike company, appraise said
turnpike road and the chartered privileges of said company, with¬
out reference to the cost of the same or the privileges granted by
this act, at such sum, not exceeding eighteen thousand dollars, as
they shall think the same to be worth in cash, and deliver a certifi¬
cate of their appraisal to the treasurer of said turnpike company,
and also to the treasurer of said rail road company, which apprai¬
sal said rail road company shall cause to be made before laying
their rails in any part of the valley of Onion River. And said rail
road company shall pay to the several share holders in said turnpike
company, who shall deliver to the treasurer of said rail road com¬
pany an assignment of their shares in said turnpike company, such
proportion of said appraised value of said turnpike company's prop¬
erty and privileges to which they may be respectively entitled, ac¬
cording to the number of shares owned by each when measured by
the whole number of shares in said company. And said rail road
company may hold said shares so assigned, and vote on the same by
their treasurer, at all meetings of said turnpike company, or sell the
same at pleasure. And on complying with this provision, said rail
road company shall not be subject to any damages or liabilities to
said turnpike company, excepting such as are provided for in sec¬
tion ten of this act.
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Sec. 9. Said company may construct and use one or more tracks
of proper width, as they shall determine, on the route designated
by the directors as aforesaid, and may regulate the time and man¬
ner in which passengers and property shall be transported on the
same, and may erect and maintain toll-houses and other buildings
for their accommodation, as they may deem suitable.
Sec. 10. When it shall be necessary in the construction of said
road to cross any stream of water, water-course, road or way, in¬
tersecting said rail road route or line, said company may construct
said rail road across or upon the same, provided said company shall
restore the stream, water-course, road or way, thus intersected, as
near as practicable to its former state and usefulness, to the accep¬
tance of the selectmen of the town where the same is situated, or
in case of their refusal, to the acceptance of the commissioners to
be appointed agreeably to the provisions of section seven of this
act. Provided, that nothing in this act shall be so construed as to
prevent the crossing of said rail road with teams or otherwise, in
such manner as not to injure the same.
Sec. 11. Said company may, from time to time, fix, regulate
and receive toll and charges for the transportation of passengers
and property upon said road. Provided, that the Supreme Court,
at any stated session holden in the county of Washington, on the
application of any ten freeholders in any town or towns through
which said rail road may pass, may alter or establish the rate of
toll upon said road, for a term of time not exceeding ten years, at
any one time, in such manner that said company shall not receive
less than twelve per centum per annum on the capital stock, over
and above all charges and expenses of said company.
Sec. 12. If any person shall willfully do, or cause to be done,
any act, whereby any building, engine, machine work, or any thing
appertaining to said road, shall be injured, obstructed, stopped, or
destroyed, such person shall forfeit and pay to said company double
the amount of damages sustained by means of such offence, to be
recovered in the name of said company, with costs, by an action of
debt, and shall also be liable to indictment by the grand jury of the
county where said offence shall have been committed, and be pun¬
ished as for a misdemeanor.
Sec. 13. The directors of said company may require payment
of the sums subscribed to the capital stock, in such proportions and
at such times, as they shall deem best, not exceeding ten dollars at
one time, and one hundred dollars upon any one share, under the
penalty of forfeiture of all previous payments thereon, and when said
directors shall require the payment of any portion of the capital stock
of said compahy, they shall give at least thirty days notice of the
time and place of such payment, by publishing the same in such
newspapers, printed at Montpelier, and at such other places, as they
shall deem proper.
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Sec. 14. The office of secretary or clerk of said company,
shall be kept in this state, in some town through which said road
shall pass.
Sec. 15. If the directors of said company shall at any time
deem it expedient to change the location of said road, by reason of
damages sustained by freshets, or for any other cause ; they may
change the location of such parts of said road as they shall deem
proper, always complying with the provisions of this act in relation
to the examination, surveys, and designation of the line or route
and construction of said road.
Sec. 16. Said company may, by their engineers, agents or work¬
men, with such teams, and carriages, and tools as they may find
convenient, enter upon any lands contiguous to said rail road, or
the works connected therewith, to dig, blast, and carry away and
use, such stone, gravel, earth, and other materials, as may be ne¬
cessary for building or repairing raid road ; doing as little damage
thereby, as the nature of the case will permit ; and in case damage
shall be claimed by the owner of land thus entered upon, and for
the stone, gravel and other materials carried away as aforesaid, and
the owner and said company do not agree upon the sum to be paid
therefor, the same shall be assessed by commissioners in the man¬
ner before prescribed in this act ; and all persons aggrieved by any
decision of said commissioners, shall have the right to appeal as
herein before provided.
Sec. 17. The stock, property and effects of said company shall
be exempt from all taxes levied by or under the authority of this
state.—Provided, that if at the expiration of ten years next after
the completion of said road, the nett income from tolls or other
profits (taking the said ten years as the basis of calculation,) shall
have amounted to more than ten per centum per annum upon the
cost of construction, the legislature may reduce the rates of toll and
other profits, in such manner as to take off the surplus for the next
ten years, calculating the amount of transportation upon said road
to be the same as the ten preceding years ; and at the end of eve¬
ry ten years thereafter, the same proceedings may be had, or instead
of so reducing the foils on such basis, the legislature may require
said company to pay into the treasury of the state any surplus, pro¬
vided that the legislature shall not at any time so reduce the tolls or
other profits as to prevent the stockholders from receiving ten per
centum per annum upon the cost of said road ; and provided also,
.that the legislature may, after the expiration of twenty years from
the opening of said road herein provided, purchase of said compa¬
ny said rail road, and all franchises, property, rights and privileges
thereto belonging, on paying therefor the amount expended in
making said road, the expenses of repairs, with all other expenses
incurred about the same, with ten per cent, interest thereon, deduct-
2
10
ing all sums received by said company from tolls or other sources of
profit, with ten per cent, interest thereon, received by the stockhol¬
ders.
Sec. 18. This act shall be taken and deemed to be a public act,
and shall be construed favorably and beneficially for all the purpos¬
es for which the same is enacted.
Sec. 19. The directors of said company shall, annually, on or
before the third Thursday of October, make a report to the Legis¬
lature, of their proceedings, receipts and expenditures, and their
books shall at all times be open to the inspection of a committee of
the Legislature appointed for that purpose.
Sec. 20. Nothing in this act shall authorize said company to
construct a rail road in the valley of Connecticut river, so as to in¬
terfere with any rail road that may hereafter be authorized to be
made in said valley. ^
Approved Oct. 31, 1843.