of tte ©nibersiitp of JgortfjCarolina Conectton of i^ortf) Caroliniana Cnbotocb bp of ttjeClastsof 1889 csssr.i 00032740605 This book must not be taken from the Library building SEP 28 1948 CHARTER AND BY-LAWS OF THE NORTH CAROLINA RAIL ROAD COMPANY, WITH THE PROCEEDINGS OF THE. FIRST MEETING OF STOCKHOLDERS SALISBURY, N. C. JULY 11, 12, 1850. 'RINTED AT THE CAROLINA WATCHMAN OFFICE,. SALISBURY, N. C. 1850. Lyibrary, Univ. Ol North Carolina CHARTER OF THE NORTH CAROLINA RAIL ROAD COMPANY, INDEX TO SECTIONS. Section 1 Incorporates Company with capital of $3,000,000. 2 Route of Road, from Wilmin^on Road to Charlotte. 3 Appoints Commissioners for creating Stock and opening Books o'' Subscription. 4 Books, when and how long to be kept open ; amount of shares, five dollars of which to be paid down ; to be paid over to General Commissioners. 5 Duty of General Commissioners in keeping open Books, and when $1,000,000 shall be subscribed. C 7 Corporate rights and powers. — Notice of process. 8 Provision for first and subsequent General Meetings, election of Directors, &.c. 9 10, 11, 12, 13 Number of, and manner of voting for Directors, election of Pre- sident, and quorum ai General Meetings: Votes and Pro.xiee. 14 Return to be made by General Commissioners, and penalty. 15 Vacancies in Board, to be filled by Directors. IG Authentication of Contracts. 17 Construction and use of Road ; when any section is completed. 18 Right and charges for transportation of goods or passengers. 19 Company may farm out right, and made common carrier. 20 Manner of Calling for and enforcing payments of Stock. 21 Debt of deceased Stockholders, equal dignity with judgments. 22 Certificates of Stock shall be issued, and how transferred. 23 Capital may be increased, and how. 24 Directors to make Annual Report, and may call Meetings. 25 Company may purchase and hold Land. 26 May cross Roads and Streams. Proviso. 27 Proceedings in valuing Laud. 28 Number of feet of Land condemned. 29 Absence of contract for lands, provision fur. 30 Land not heretofore granted, provision for. .31 and 32 Penalties for intrusion and malicious injuries. 33 34 and 35 Of obstructions of Road, storage and carriage of goods, and dividends. 36 Provides for subscription on behalf of the State. 37 and 38 Provides for borrowing, and manner of borrowing money- 39 Duties of Comptroller and Treasurer relative to registering Certificates. 40 Treasurer to advertise for Proposals, &c. 41 and 42 Pledge faith of State, and make certificates transferable. 43 and 44 Appointment of State Directors, and Officers exempt from mustering. 45 For putting Raleigh and Gaston Road in repair, company incorporated. 46 Conditions on which they shall have one half the Road, and be exempt from liabilities, &c. 47 Mortgage to purchas*? part of the Iron. 48 If terms not accepted, others incorporated. 49 Authorizes State subscription for connecting with other Road. 50 Reserved power of the General Assembly. 51 Appropriations for improving the Neuse and Tar Rivers. 52 Junction of Roads. 53 Limit for commencement of work, three years. Sec. 1. Be it enacted by the General Assembly of the State of North Carolina, and it is hereby enacted hy the authority of the same, That fov tlie purpose of effecting a Rail Road communication between tlie Wilmington and Raleigii Rail Road, wliere the same pti6.sos over tiie Neuse River, in the County of Wayne, and the Town of Charlotte, in this State, tlie formation of a corporate Compan-v, with a Capital Stock of Three Millions of Dollars, is hiireby authorised, to be called ** lliG .N^orth Carolina Rail Road Company," and when formed in com})liancc with the conditions hereinafter prescribeil. to ha^e a corporate existence a.s a body politic, in }/ei-potuitv. Sec. 2. That tiie said Company be, and the same is hereby autlior- i.-sed to construct a Rail Road from the Wilmington and Raleigh Rail Road, where the same- passes over Neuse River, in the County of Wayne, a Kaleigh, and thence by tlie most practicable route, via Salisbury, in :,..;■ Countv of Rowan, to the Town of Charlotte, in the County of Meck- lenburg. Sec. 3. That for the purpose of creating the Capital Stock of said Company, the following persons be, and the same are hereby appointed Commissioners, viz: Joseph II. Wilson, of Charlotte; William C. Means, of Concord ; John B. Lord, of Salisbury ; Richard Washing- ton, Waynesboro' ; John McLeod, of Smithfield ; George W. Mordecai, Raleigh ; Henry B. Elliott, Randolph ; James M. Leach, Lexington ; John M. Morehead, Greensboro' ; Wilham A. Graliam, Hillsboro' ; Na- than A. Steadman, Pittsboro' ; Edward B. Dudley, W^ilmington ; Aloii- 20 P. Jerkins, Newbern ; Samuel P. Hargrave, Lexington ; Archibald G. Carter, Davie. That it shall be lawful to open Books in the Town vi Wilmington, under the direction of Wilham C. Bettencourt, W. A. Wright, Daniel B. Baker, Henry T. Nutt, P. K. Dickinson, Gilbert Pot- ter and Wilham Peden, or any three of them ; at Charlotte, under the direction of Da\id Parks, John A. Young, Jas. W. Osborne, Joseph K. Wilson, William Elms and Wilham F. Davidson, or any three of them : at Raleigh, under the direction of Josiah 0. Watson, Duncan K. McRae, William W. Holden, Thomas J. Lemay, and Charles L. Hlntou, or any three of them ; at Gaston, under the direction of Edmund Wilkins, Willis Sledge, Benjamin W. Edwards, and James Gresham, or smy tiiree of them ; at Warrenton, under the direction of William Eaton, Daniel Turner, Peter R. Davis, Wilham Plummer, and Thomas T. Twitty, or any three of them ; at Ridgeway, imder the direction of George D. BaskerviUe, Weldon N. Edwards, Michael Collins, and Alexander B. Hawkins, or any three of them ; at Henderson, under the direction ol John S. Eaton, John D. Hawkins, Wilham Uandriers, Demetrius E. Young, or any three of them ; at Frankhnton, under the direction ol' Edward T. Fowl kes, William H. Simms, or any three cf them; at Hills- borough, under the direction of D. F. Long, John Berry, Edward Strud- wick, and Col. CadwaUader Jones, or any three of them ; at Chapel Hill. under the direction of Ehsha ^litchell, William H. ^lerritt, Jesse Har- grave, and P. H. McDade, or any three of them ; at Ashboro", undirr the direction of Henry B. Elliott, Alexander Hogan, Jesse Harpei', Jon- - athan Worth, or any three of them ; at Greensborough, under the <)1- •^ rection of John M. Morehead, John A. Gilmer, Wilson S. Hill, John A. 1^ Mebane, and Jesse Lindsay, or any three of them ; at Jamestown, und<'r 6 the direction of Richard Mendenhall, George C. Mendenhall, S. G. Coffin, J. W. Field, or any three of them ; at Haywood, under the direction of Robert Faucett, P. Evans, and John Wilhams ; at Pittsboro', under the di- rection of J. A. Stedman, Green Womack, S. McClennahan, and Joseph Ramsay, or any three of them ; at Carthage, under the direction of A. C'Urrie, John M. Morrison, Cornehus Dowd, and J. D. McNeill, or any three of them ; at Lexington, under the direction of William R. Holt, James M. Leach, Charles L. Paine, or any three of them; at SmithfieLl, luider the direction of John McLeod, B}i;han Bryan, L. B. Sandei-s, ]3aldy Sanders, Thaddeus W. Whitley, or any three of them ; Salisbury, under the direction of Archibald H. Caldwell, Charles F. Fisher, Horace L. Robards, Maxwell Chambers, and Thomas L. Cowan, or any three of them ; at Statesville, under the direction of Theophilus Falls, William F. Cowan, Thomas A, Allison, or any three of them ; at Concord, im- (ler the direction of Rufus Barrlnger, Kiah P. Harris, Daniel Coleman, R. W. Foard, and Caleb Phifer, or any three of them ; at Mocksville, under the direction of John A. Lillington, Gustavus A. Miller, Arclu- bakl (r. Carter, and Lemuel Bingham, or any three of them ; at Salem, under the direction of Francis Fries, John A^ogler, Thomas J. Wilson, John J^lackbourn, or any three of them ; Avhose duty it shall be to di- rect the opening of Books for subscription of Stock, at such times and places, and under the direction of such persons as they, or a majority of tliem, may deem proper ; and the said Commissioners shall have power to appoint a C'hairman of their body. Treasurer, and all other Officers, and to sue for and recover all sums of money that ought, under this act, t.) be received by them. Sec. 4. That all persons who may hereafter be authorized to open pjooks for subscription of Stock by the Commissioners herein appointed for that purpose, shall open said Books at any time after the ratification of this Act, twenty days previous notice being given in some one or more of the public newspapers in this State ; and that said Books, Avhen opened, shall be kept open for the space of thirty days at least, and as long thereafter as the Commissioners first aboved named shall direct ; and that all subscription of Stock shall be in shares of one hun- dred dollars, the subscriber paying at the same time of making such subscription five dollars on each share thus subscribed, to the person or ])er3ons authorized to receive such subscription ; and in case of feilure to ]:ay said sum, all such subscriptions shall be void and of no effect ; and 7 upon closing the Books, all such sums as shall have been thus received of subscribers on the fii-st cash instalment, shall be pmd over to the Gen- eral Commissioners named in the third section of this Act, by the per- sons receiving them ; and for failure thereof such person or persons shall be personally liable to said General Commissioners before the organiza- tion of said Company and to the Company itself after its organization, to be recovered in the Superior Court of Law within this State, in the County where such delinquent resides, or if he reside in any other State, then in any Court in such State having competent jurisdiction ; Tlie said General Commissioners shall have ])Ower 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 a return of the Stock by them respectively received, and to make payment of all sums of money made by the subscribers, that all persons receiving subscriptions of Stock shall pass a receipt to the subscriber or subscri- bers for the paj-ment of the first instalment, as heretofore required to be paid ; and upon their settlement with the General Commissioners, as aforesaid, it shall be the duty of the said General Commissioners in like manner to pass their receipt for all sums thus received, to the persons from whom received ; and such receipts shall be taken and held to be good and sufficient vouchers to the persons holding them : That sub- scriptions of Stock thus received to an amount not exceeding Sec. 5. It shall be the duty of said General Commissioners to direct and authorize the keeping open of Books for the subscription of stock in the manner above described, until the sum of one million of dollars shall have been subscribed to the capital stock of said Company ; and as soon as the said sum of one milHon of doUars shall have been sub- scribed, and the first instalment of five dollars per share on said sum i5hall have been received by the general commissioners, said Company shall be regarded as formed, and the said commissioners, or a majority of them, shall sign and seal a dupUcate declaration to that effect, with the names of the subscribers appended, and cause one of the said dupli- cates to be deposited in the office of the Secretary of State, and thence- forth, from the closing of the Books of subscription as aforesaid, the said subscribers to the stock shall form one body politic and corporate, in deed and in law, for the purposes aforesaid, by the name and style of " the North CaroUna Rail Road Company." Sec. 6. That whenever the sum of One Million of Dollars shall be subscribed in manner and form aforesaid, the subscribers, their executors, administrators and assigns, shall be, and they are hereby declared to be incorporated into a Company by the name and style of " The North" (Carolina Rail Road Company ;" and by that name shall be capable in Law and Equity, of purchasing, holding, selling, leasing and convej'ing testates, real, personal and mixed, and acquiring the same by gift or de- vise, so far as shall be necessary for the purposes embraced within the i^cope, object and interest of their charter and no further ; 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 the State of North Carolina ; 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 which other corporate bodies may, and of right do exercise ; and may make all such by-laws, rules and regulations, as are necessary for the government of the Corporation, or effecting the object for which it is created, not inconsistent witli the Constitution and laws of the United States and of the State of North Carohna. Sec. v. That notice of process upon the principal agents of said Com- pany, or the President or any of the Directors thereof, shall be deemed and taken to be due and lawful notice of service of process upon the Company, so as to bring it before any Court within the State of North Carolina. Sec. 8. That as soon as the sunr of One ^lillion of Dollars shall have been subscribed in manner aforesaid, it shall be the duty of the General ro tempore from among their number. Sec. 16. That all contracts or agi-eements, authenticated by the Pre- sident and Secretary of the Board of Directors, shall be binding on the Company without a seal, or such a mode of authentication may be used, as the Company, by their by-laws, may adopt. Sec. 17. That the Company shall have power and may proceed to construct, as speedily as possible, a rail road, with one or more tracks, to be used with steam power, which shall extend from the Wilmington, and Ptaleigh Rail Road, where the same passes over Neuse River, in the County of Wayne, via Raleigh and Sahsbury, to the Town of Charlotte, in Mecklenburg County: said Company jnay use any section of the rail road constructed by them before the whole of said road shall be com- pleted. Sec. 18. That the said Company shall have the exclusive right of conveyance or transportation of persons, goods, merchandise and produce over the said rail road, to be by them constructed, at such charges as may be fixed on by a majority of the Directors. Sec. 19, That the said Company may, when they see fit, farm out their right of transportation over said rail road, subject to the rules above mentioned ; and said Company and every person who may have receiv- ed from them the right of transportation of goods, wares and produce on the said rail road, shall be deemed and taken to be a common carrier, as respects all goods, wares, produce and merchandise entrusted to them for transportation. Sec. 20. That the Board of Directors may call for the payment of the sums subscribed as stock in said Company in such 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 in this State for the space of one month before the day of payment ; and on failure of any stockholder to pay each instalment as thus required, the Direc- tors may sell at pubHc auction, on a prenous notice of ten days for cash, 11 all the stock subscribed for in said Company, by such stockholder, and convey the same to the purchaser at said sale ; and if said sale of stock do not produce a sum sufficient to pay off the incidental expenses of the sale, and the entire amount owing by such stockholder to the Company for such subscription of stock, then and in that case the whole of such balance shall be held and taken 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 dehnquent resides, on a previous notice of ten days to said subscriber, or by the ac- tion of assumpsit in any Court of competent jurisdiction, or by a warrant before a Justice of the Peace, where the sum does not exceed one hun- dred dollars ; and in all cases of assignment of stock, before the whole amount has been paid to the Company, then for all sums due on such stock, both the original subscribers, and the first and all subsequent as- signees shall be liable to the Company, and the same may be recovered as above described. Sec. 21. That the debt of stockholders, due to the Company for stock therein, either as original proprietor or as first on subsequent assignee, shall be considered as of equal dignity with judgments in the distribution of assets of a deceased stockholder, by his legal representatives. Sec. 22. That said Company shall issue certificates of stock to its members ; and said stock may be transferred in such manner and form as may be directed by the by-laws of the company. Sec. 23. Tliat the said company may, at any time, increase its capi- tal to a sum sufficient to complete said road, not exceeding dollars, either by opening Books for new stock or by selling such new stock, or by bon-owing money on the credit of the company, and on the mortgage of its charter and works ; and the manner in which the same shall be done in either case, shall be prescribed by the stockhold- ers at a general meeting. Sec. 24. Tliat the Board of Directors shall once in every year, at least, make a full report on the state of the company, and its affaii-s to a general meeting of the stockholders, and oftener if required by a by-law, and shall have power to call a general meeting of the stockholders, when the Board may deem it expedient ; and the company may provide, in their by-laws, for occasional meetings being called, and prescinbe the mode thereof. Sec. 25. That the said company may purchase, have and hold, in fee. 12- or for a term of years, any land, tenements, or hereditaments, which may be necessary for the said road, or the appui'tenances thereof or for the erec- tion of depositories, store houses, houses for the officers, servants or agents of the company, or for workshops or foundries, to be used for the said company ; or for procuring stone or other materials necessary to the con- struction of the road, or for effecting transportation thereon, and for no other purposes whatever. Sec. 26. That the company shall have the right, when necessary, to conduct the said road across or along any public road or water course : — Provided, That the said company shall not obstruct any public road, without constructing another equally as good and as convenient, nor with- out making a draw in any bridge of said road, which may cross a navigable stream, sufficient for the passage of vessels navigating such stream, which draw shall be opened by the company for the free passage of vessels, navi- gating such stream. Sec. 21. That when any lands or right of way may be required by said company, for the purpose of constructing their road, and for the want of agreement as to the value thereof, or from any other cause, the same cannot be purchased from the owner or owners, the same may be taken at a valuation to be made by five commissioners, or a majority of them, to be appointed by any court of record, having com- mon law jurisdiction in the county where some part of the land or right of way is situated. In making the said valuation, the said commission- ei"s shall take into consideration the loss or damage which may accrue to the o^\^ler or owners in consequence of the land or the right of way being surrendered, and the benefit and advantage he, she, or they may receive from the erection or establishment of the rail road or work, and shall state particularly the value and amount of each ; and the excess of loss and damage, over and above the advantage and benefit, shall form the measure of ^"aluation of the said land or right of way : Provided, nev- ertheless, that if any person or persons over whose land the road may pass, should be dissatisfied with the valuation of said commissioners, then and iii tliat case, the person or persons so dissatisfied may have an ajipeal to the Superior court, in the county where the said valuation has been made, or in either county in which the land lies, when it may he in more than one county, under the same rules, regulations and restrictions as in ap- peals from judgments of justices of the peace. The proceedings of the said commissioners, accompanied Avith a full description of the said land or right of way, shall be returned, under the hands and seals of a ma- 13 jority of the commissioners, to the court from which the commission issued, there to remain a matter of record. And the lands or right of way so valued by the said commissioners, shall vest in the said company so long as the same shall be used for the purposes of said rail road, so soon as the valuation may be paid, or, when refused, may have been tender- ed : Provided, that on appHcation for the appointment of conmiissioners, under this section, it shall be made to appear to the satisfaction of the court, tliat at least ten days previous notice has been given by the applicant to the owner or ownei-s of land so proposed to be condemned, or, if the own- er or owners be infants or non compos mentis, then to the guardian of such owner or owners, if such guardian can be found within the county, or if he cannot be so found, then such appointment shall not be made unless notice of the application shall have been published, at least one month next preceding, in some new^spaper 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 ^rst day at least of the term of said court, to which the application is made : Provided further, that the valuation provided for in this section, shall be made on oath by the commissionei"s aforesaid, which oath, any justice of the peace, or clerk of the court of county in which the land or a part of it lies, is hereby authorized to administer : Provided further, That the right of condemnation herein gi-anted shall not authorize the said company to invade the dwelling house, yard, gar- den or burial ground of any indi\idual, without his consent. Sec. 28. That the right of said company to condemn lands in the inanner described in the twenty-seventh section of this Act, shall extend to the condemning one hundred feet on each side of the main track of the road, measuring from the centre of the same, unless in case of deep cuts and fillings, when said company shall have power to condemn as much in addition thereto, a.s may be necessary for the purpose of con- structing said road ; and the company shall also have power to condemn any appropriate lands in like manner, for the constructing and building of depots, shops, ware-houses, buildings for, servants, agents and pereons employed on the road, not exceeding two acres in any one lot or station. Sec. 29. That in the absence of any contract or contracts with said company, in relation to lands through which the said road or its branch- es may pass, signed by the owner thereof or by his agent, or any claim- ant or person in possession thereof, which may be confirmed by the own- er thereof, it shall be presumed that the land upon which the said road 14 or any of its branches may be constructed, together with a space of one hundred feet on each side of the centre of the said road, has been granted to the said company, by the owner or owners thereof ; and the said com- pany shall have good right and title thereto, and shall have, hold and en- joy the same as long as the same be used for the purposes of said road and no longer, unless the person or persons owning the said land at the time that part of the said road which may be on the said land, was finished, or those claiming under him, her or them, shall apply for an assessment of the value of said lands, as hereinbefore directed, within two years next after that part of the said road, which may be on the said land, was finished ; and in ease the said owner or owners, or those claiming under him, her or them, shall not apply Avithin two years next after the said part was finished, he, she or they shall be forever barred from recovering said land or having any assessment or compensation thereof: Provided, nothing herein contained shall effect the rights of /e»ie coi'erfs or infants, until two years after the removal of their respective disabilities. Sec. 30. That all lands not heretofore granted to any person, nor ap- propriated by law to the use of the State, within one hundred feet of the centre of said road, which may be constructed by the said company, shall vest in the company as soon as the line of the road is definitely laid out through it, and any grant of said land thereafter shall be void. Sec. 31. That if any person or persons shall intrude upon the said rail road by any manner of use thereof, or of the rights and privileges connected therewith, without the permission or contrary to the vnW of the said company, he, she or they may be indicted for misdemeanor, and upon conviction, fined and imprisoned by any court of competent juris- diction. Sec. 32. That if any person shall wilfully and maliciously destroy, or in any manner hurt, or damage, or obstruct, or shall wilfully and mali- ciously cause, or aid, or assist or counsel and advise any other person or persons to destroy, or in any manner to hiut, damage or destroy, injure or obstruct the said rail road, or any bridge or vehicle used for or in the transportation thereon, any water-tank, ware-house, or any other proper- ty of said company, such person or persons so offending, shall be liable to be indicted therefor, and, on conviction, shall be imprisoned not more than six, nor less than one month, and pay a fine not exceeding five hundred dollars, nor less than twenty dollars, at the discretion of the court before which said conviction shall take place ; and sh^ be further 15 liable to pay all expenses of repairing the same ; and it shall not be compe- tent for any person so offending against the provisions of this clause to defend himself by pleading or giving in evidence that he was the owner, agent or servant of the owner of the land where such destruction, hurt, damage, in- jury, or obstruction was done, at the time the same was done or caused to be done. Sec. 33. That every obstruction to the safe and free passage of vehicles on the said road or its branches shall be deemed a public nuisance, and may be abated as such by any officer, agent or servant of said company ; and the person causing such obstruction may be indicted and punished for erecting a public nuisance. Sec. 34. That the said company shall have the right to take at the store-houses they may estabhsh on, or annex to their rail road or the branches thereof^ all goods, wares, merchandise and produce intended for transportation, prescribe the rules of priority, and charge and receive such just and reasonable compensation for storage, as they by rules may estab- lish (which they shall cause to be published) or as may be fixed by agree- ment Avith the owner which may be distinct from the rates of transporta- tion : Provided, that the said company shall not charge or receive storage on goods, wares, merchandise or produce which may be delivered to them at their regular depositories for immediate transportation, and which the company may have power to transport immediately. Sec. 35. That the profits of the company, or so much thereof as the general Board may deem advisable, shall, when the affairs of the compa- ny will permit, be semi-annually divided among the stockholders, in pro- portion to the stock each may own. Sec. 36. That whenever it shall appear to the Board of Internal Im- provements of this State, by a certificate under the seal of said company, signed by their Treasurer and countersigned by their President, that one third have been subscribed for and taken, and that at least five hundred thousand dollars of said stock has been actually paid into the hands of said Treasurer of said company, the said Board of Internal Improvements shall be, and they are hereby authorized and required to subscribe on be- half of the State, for stock in said company, to the amount of Two Millions of Dollars to the capital stock of said company ; and the subscription shall be paid in the following manner, to wit : The one fourth part as soon as the said company shall commence work, and one Iburth thereof every six months thereafter, until the whole subscription in behalf of the State 16 shall be paid; Provided^ tlie Treasurer and President of said eompany shall, before they receive the aforesaid instalments, satisfactorily assure the Board of Internal Improvements, by the certificates, under the seal of said company, that an amount of the private subscription has been paid in equal proportion to the stock subscribed by the State. Skc. 3*7. That if in case the present Legislature shall not provide the necessary and ample means to pay the aforesaid instalments on the stock subscribed for on behalf of the State, as pi'ovided for in the 36th section of this Act, and in that event, the Board of Internal Improvement afore- said, shall, and they are hereby authorized and empowered to borrow, on the credit of the State, not exceeding two million of dollars, as the same may be needed by the requirements of this Act. Sec. 38. That if in case it shall become necessary to borrow the money, by this Act authorized, the Public Treasurer shall issue the necessary certificates, signed by himself and countersigned by the Comptroller, in sums not less than one thousand dollare each, pledging the State for the payment of the sum therein mentioned, with interest thereon at the rate of interest not exceeding six per cent, per annum, payable semi-annually, at such times and places as the Treasurer may appoint — the principal of which certificates shall be redeemable at the end of thirty years from the time the same are issued ; but no greater amount of such certificates shall be issued at any one time than may be sufficient to meet the in- stalment required to be paid by the State at that time. Sec. 39. Be it further enacted, That the Comptroller shall register said certificates at large in a book to be by him kept for that purpose, at the time he countersigns the same ; and when he dehvers the same to the Public Treasurer, he shall charge him in his books with the amount thereof, and also with all such sums, if any, as the Public Treasurer may obtain by way of premium on the sale of the said certificates, an acsouut of which the Public Treasurer shall render to the Comptroller, so soon as negotiations from time to time,, for tlie sale of said certificates, are closed. Sec. 40. Be it further enacted, That if it shall become necessary to issue tlie eertifieates aforesaid, liie Public Treasurer shall advertise in one or more newspapers, as he may think best, and invite sealed proposals for such amount of the aforesaid sum of two n>ilhons of dollars as may be wanted at any one time, and it shall be his duty to accept those t«rms which may be most advantageous to the State : Provided, that in no 17 e\ent shall any of tlie said cin-tificates Ixj sold for less than Uieir pav val- ue ; and any premium whioli may be obtained on tlie sale of said certifi- i-ates shall be placed in the Public Treasury, and used as other public funds in the payment of interest on the debt hereby created. Sec. 41. JJe it further enacted, That as security for the redemption of said certificates of debt, the public faith of the State of North Caro- lina is hereby jiledged to the holders thereof, and in addition thereto all the stock held by the State in " The North Carohua Kail Road Compa- ny " hereby created, shall be, and the same is hereby, pledged for that }HU'pose ; and any di\"idends of profit wliicli may, from time to time, be apphed to the payment of the interest accruing on said certificates ; but until such dividends of profit may be declared, it shall be the duty of the Trciisurer, and he is hereby authorized and directed to pay all such interest as the same may accrue out of any moneys in the Treas-ury not otherwise appropriated. Sec. 42. Be it further enacted, That the certificates of debt hereby authorized to be issued, shall be transferable by the holders thereof, their agents or attorneys, properly constituted, in a book to be kept by tho Public Treasurer for that purpose ; and in every instance, where a trans- fer is made, the outstanding certificate shall be surrendered and given un to the Public Treasurer, and by him cancelled, and a ne^v one, for the amount, issued in its place to the person to whom the same is transferred. Sec. 43. That the State shall appoint the number of Directors in said company, in |)roportion to the stock subscribed, who shall be appointed by the Governor, by and with the advice and consent of liis council, and removed in like manner. Sec. 44. That the following officers and servants and persons in tlie actual employment of the said company be, and they are hereby exempt- ed from the performance of jury and ordinary military duty : The Pre- sident and Treasurer of the Board of Directors,, and chief and assistant Engineers, the Secretaries and accountants of the company, keepers of the depositories, guard stationed on the road to protect it from injury, and sucli persons as may be working; the locomotive engines and travel- ting with cai-s for the purpose of attending to th;j tnmsporting of pnv duce, goods and passengers on the r(jad. Sec. 45. B^^i 18 and Gaston Rail Road in good and complete order for the profitable transportation of persons and produce, and for the further purpose of re- viving the Raleigh and Gaston Rail Road Company, Rhodes N. Herndon, Thomas Miller, John S. Eaton, of Granville county ; William J. Hawkins, Weldon N. Edwards, George D. Baskerville, of Warren county ; George W. Mordeica, Richard Smith, W. W. Holden, of Wake county ; John D. Hawkins, Sr., Allen C. Perry, John D. Hawkins, Jr., of Franklin county ; and the late stockholders of and obligors for the Raleigh and Gaston Rail Road Company, or any part of them, and such other persons and corpora- tions as may associate with them, are hereby created a body pohtic and corporate, by the name and style of the Raleigh and Gaston Rail Road Company, and by that name shall be able to sue and be sued, and shall have, possess and enjoy all the rights, fi-anchises, powers and privileges, vested in and granted to the Raleigh and Gaston Rail Road Company, by an Act, entitled " An Act to incorporate the Raleigh and Gaston Rail Road Company," passed by the General Assembly of this State on the day of , and shall be subject to all the restraints, limitations, restrictions and habilities imposed by the said Act ; and all the other pro- visions of the said Act, so far as the same remain to be executed, are here- l)y declared to be in full force and effect, upon the following terms and conditions nevertheless. Sec. 46. Be it enacted., That whenever the said persons and their as- sociates named in the foregoing section, shall have subscribed the sum of £ve hundred thousand dollars, for the purposes aforesaid, and shall have expended the same, in putting the Raleigh and Gaston rail road in com- plete order, with heavy T iron, or other iron equally good, not weighing loss than fifty pounds to the yard, then one half of the said rail road, with all the machine shops, depots, water stations, engines, coaches, cars and every other property appertaining to the rail road, shall be sold, conveyed and transfen-ed to the said subscribers, their heirs and assigns, by the Gov- ernor, under the great seal of the State ; and the said late stockholders and obligors of the said Raleigh and Gaston Rail Road Company, shall be and are hereby declared to be forever released and discharged from all hability to the State, for and on account of the said Raleigh and Gaston Rail Road Company, upon the payment of costs incurred. And the Governor is hereby aiithorized, and it is declared to be his duty to suspend the finther prosecution of suits brought by the State, against the said stockholders and obligors, until it can be ascertained whether the subscribers are willing to 19 accept the conditions of this Act, and tliat they shall be allowed two years from the passage of this Act to make known their determination to the Governor. And if the terms and conditions of this Act shall be accepted, and the work commenced Avithin two years, and finished within three years from the ratification of this Act, then this Act shall continue and be in full force for ninety years and no longer. Sec. 47. Be it farther enacted^ That if the conditions of this Act aro accepted, and the sum of five hundred thousand dollars shall have been subscribed by solvent subscribers, to be judged of by the Go\'ernor and Attorney General, then and in that case, the said subscribers shall have lawful authority to mortgage one half of tlie said rail road, to enable them to obtain the necessary credit to purchase a part of the iron which Avill be needed for said road. Sec. 48. Be it further enacted^ That if the said subscribers shall re- fuse or neglect to accept the terms and conditions of this Act, then all tlie benefits of the same shall be gTanted to Thomas F. Wyatt, John Campbell, Thomas P. Devereux, Andrew Joyner, Weldon N. Edwards, George D. Baskerville, and Alexander Plawkins, and such other persons as may associate with them, who shall accept and comply Avith all the terms and conditions of the same ; and they and their successors are hereby incorporated into a Company, by the name and style of the Ra- leigh and Gaston Rail Road Company, and by that name shall have law- ful authority to sue and be sued, to hold, possess and enjoy all the rights, franchises, powers and pri\ileges gi-anted by this Act and shall be subject to all the restraints, hmitations, restrictions, and liabilities imposed bv the same. Sec. 49. Be it enacted, That whenever the Roanoke Rail Road Com- pany or the Seaboard and Roanoke Rail Road Company, A\ith or Avith- out the aid of indiA'iduals, shall subscribe to the Raleigh and Gaston Rail ' Road Company, one half of the sum necessary to construct a rail road from some convenient point on the Raleigh and Gaston Rail Road, near the Littleton Depot, or any point between that Depot and Roanoke River, and the Toaaoi of Weldon, or any point in the neighborhood thereof, so a>; to connect with the Wilmington and Raleigh Rail Road, and the Sea- board and Roanoke Rail Road, and shall expend the said sum in forming the said connection, then the said Raleisrh and Gaston Railroad shall be 20 extended to the said town of Weldon or neighborhood thereof; and the PubUc Treasm-er is hereby authorized and directed to subscribe for an equal sum for and in behalf of the State, and pay for such subscription, out of any money in the Treasury not otherwise appropriated ; and for the want of such money in the Treasury, the Pubhc Treasurer is hereby au- thorized 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. Sec. 50. And be it further enacted, That one of the conditions of this charter is that this General Assembly shall have power and authority at any future session to establish, «'regulate and control the intercourse be- tween the North Carohna Rail Road and the Raleigh and Gaston Rail Road, so as best to secure to the public aji easy and convenient passage of persons and property. Ssc. 51. Be it further enacted, That the sum of forty thousand dol- lars, to be raised ])y the State in the same manner as other moneys are raise^i by the provisions of this Act, be, and the same is hereby appro- priated for the purpose of cleaning out and improving the navigation of the river Neuse, between the town of Newbern and the town of Smith- iield. And also, that the further sum of twenty-five thousand dollars, tu 1)8 raised in like manner, be and the same is hereby appropriated, for the ]>urpose of cleaning out and improving the navigation of the Tar rWev between the town of Washington and the falls of the said river; and that his Excellency the Governor is hereby empowered and i-equired tu appoint suitable commissioners to carry into effect the requirements of tliis section : Provided, the sum hereby a])propriated to the Neuse and Tar rivei-s shall not be paid by the Public Treasurer, until the raili'oad compa- !iy shall have subscribed the whole amount of stock required from them, by i\\:i provisions of tins Act, and ha^■e eomnu>nced operations on said road. Skc. 52. Jye it further enacted, That jts soon as the said North Caro- lina Rail Rail Road is cotnmenced and the supei-structure of the same laid do\v'n at Rali^igh, tlie owners, proprietors and authorities of the Raleigh and Gaston Rail Road shall be, and they are hereby authorized and empowered to effect a junction and tbrm an actual connexion with the said North Carolina Rail Road, at such point at or in the vicinity of lj:i]>"'igh as they in their discretion may select. 21 Sec. 53. Be it further enacted, That all the works hereby required of tlie North Carolina Rail Road Company shall be executed -with due diligence, and if they be not commenced within three years after the ratification of this Act, and finished within ten years after the period of commencement, then this charter shall be forfeited. BY-LAWS OF THE NORTH CAROLINA RAIL ROAD COMPANY. MEETING OF STOCKHOLDERS. I. The next General Meeting of the Stockholders shall take place in Greensborough, on the second Thui-sday of July next ; and the secoijd Annual Meeting shall be ^t Raleigh, and the third at Sahsbury ; and all subsequent meetings shall alternate in the same way betw een Greens- borough, Raleigh and SaUsbuiy. And the Board of Directors now elected, shall remain in office until such Annual Meeting at Greensbor- ough, in July next. II. On failure of the Stockholders to elect Directors at any General Annual Meeting, it shall be the duty of the President, for the time be- ing, forthwith to advertise a General Meeting of theStockholdei-s to be held ^^'ithin twenty days thereafter for the purpose : and on failure of the President so to advertise, or of the meeting so called to elect Directors, it shall be the duty of the Directors for the time being, or any one of them, to advertise as above directed. 91 III. At least one hundred indindual stockholders, represented either in person or hy proxy, and hokUng not less than a majoi'ity of the Stock subscribed, shall be necessary to constitute a quorum for the transaction of business. IV. The President or any fi\e Directors shall liave power to call oc- casional meetings of the Stockholders at such time and places, as he or they may think proper ; tirst giving twenty days notice tliereof, in two or more newspapers published within the State. PRESIDENT. I. The President shall be elected annually by ballot by the majority of the Board of Directors ; and shall receive as conrpensation for his services an annual salary of $2500, over and above his necesssry travel- ling expenses incurred by order of the Board of Directors, in journeys out of the State. II. The President shall have the general superintendence and control of all the other officers of the Company, and shall prescribe their duties unless otherwise provided for by the Rules and Regulations of the Board of Directors : he shall carefully examine into the performance of their duties, and from time to time report to the Directors all and every mat- ter touching the interests of the Company which shall come to his ' knowledge. III. The President shall keep the seal of the Company, and with the consent of a majority of the Directors shall affix the same to all con- veyances and other instruments to which the attestation of the seal may be necessary, and sign the same on behalf of the Corporation. TREASURER AND SECRETARY. I. The offices of Secretary and Treasurer shall be combined until the Board of Directors shall deem it necessary to se]3arate them. II. The Treasurer and Secretary shall be appointed by the Board of Directors, and shall give bond in the sum of |80,000, with security to be approved by the Board, and shall receive for his ser^'ices the sum of 81250 per annum. III. It shall be the duty of the Ti-easurer and Secretary to keep a full and fair journal of the meetings and proceedings of the Board of Di- rectors ; to advertise and collect all assessments which may from time to time be made upon the Stockholders ; and in failure of any Stockhold- 25 er to pay his assessments >\'ithiu the time prescribed, to report the n.ame or names of such Stockhoklei-s to the President ; to take charge of and safely keep all the money and other valuable effects of the Com- pany, and to disburse the same under the direction and upon the req\ii- sition of the President ; and to take proper vouchers for such disburse- ments, and to perform all such othei- duties as may be prescribed by the Board of Directors. IV. The Treasurer shall deposit all moneys belonging- to the Compa- ny in the Bank of the State, at Raleigh, and in the Branch of the Bank of Cape Fear at Salisbury, and shall keep a regular and accurate account of receipts and disbursements made by him, and shall render to the President and Directors a quarterly account of all his transactions, and as much oftener as the President and Directors may require ; and he shall at no time retain in his hands a sum exceeding five thousand dollars. DIRECTORS. I. The Board of Directors shall meet once in every three months. — The fii'st meeting shall take place in Salisbury, and all subsequent meet- ings at such places as the Board may direct ; and the President shall be at liberty to convene the Board as much oftener as the interests of the Company may require ; and the Directors shall receive as full compen- sation for their services at the rate of ten cents per mile for every mile travelled to and from the place of meeting ; and fi\e members of the Board of Directors, including the President, shall constitute a quorum for the transaction of business. II. The President and Directors shall have power to employ Engi- neers and such other Officers and Agents as the^- may think proper, and to fix their compensation ; and shall make a report of all such apjwint- ments to the regular Annual Meeting of the Stockholders. III. The Directors shall have power to estabhsh a common seal with suitable devices ; 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 appointed by them, at pleasure. PROXIES. All Proxies shaU be signed by the party and attested by some Jiistice of the Peace, Clerk of a Court of Record, Notai'v Public, or some Di- 26 rector of the Company, and none but a Stockholder shall be a Proxj. (CONTRACTS. Contracts shall be made imder such rules and regulations as the Direc- tors shall prescribe, and when signed by the President, shall be binding on the Company, either with or without the seal of the Corporation. CERTIFICATES OF STOCK. The form of all Certificates of Stock shall be as follows : North Carolina Rail Road Company. JTo. Shares. Be it known that of is entitled to shares in the North Carolina Rail Road Company, transferrable by the said either personally or by Attorney, only at the Office, and on the Books of said 'Company. Witness, President of the said North Carolina Rail Road Company at under the seal of the Corporation, this day of A.D. And the Stock shall be transferred, either in person or by Attorney, at the Office, and on the Books of the Company to be kept for that pur- pose. GENERAL MEETING OF STOCKHOLDERS. The Stockholders having met in the Methodist Church, at Salisbury, on Thursday, the llh day of July, A. D. 1850, pursuant to advertise- ment. On motion of R. M. Saunders, Esq., Hon. Duncan Cameron, was call- ed to the Chair ; and on motion, John B. Lord, and S. F. PhiUips, were appointed Secretaries. On motion, of W. A. Graham, Esq., a Committee of three were ap- pointed to examine and report how much Stock was represented in this meeting, whether in person or by proxy, and if by proxy, whether such proxy was in due form or not. W. A. Graham, George W. Mordecai, and John A. Gilmer, were ap- pointed by the Chair to constitute said Committee. Mr. Graham, fi-om the Committee above appointed, reported, that the Committee in discharge of their duties had examined the lists of Stockholders present, and the Proxies handed in, and find 8,550 shares to be duly represented, which being a majority of the whole number of shares, the meeting was ready to proceed to business. On motion, the report was then amended by the addition of 218 shares represented by individuals arriving since the Committee retired. On motion, the report was then adopted. John M. Morehead, Chairman of the Board of General Commission- ers presented the Journal of the proceedings of said Board with the original Books of Subscription and the duplicate declaration required by the Charter, which, on motion, was refen-ed to a Committee of three to examine and report if the action of said Board had been in accord- ance with the provisions of the Charter. The Chairman annuounced that this Committee would consist of R. M. Saunders, John W. Norwood, and Calvin Graves, Esqrs. 28 On motion, a Committee of five was appointed to report By-Laws for the government of the Corporation and the transaction of business. John M. Morehead, George W. Mordecai, Frederick J. Hill, James M. Leach, and Hamilton C. Jones, were appointed said Committee. On motion, of George W. Mordecai, a Committee of thirteen was appointed to enquire and report upon what basis the Directors shall be apportioned among the several Counties, and in what manner the Di- rectors shall be nominated. Committee consists of William Boylan, A. J. DeRosset, E. R. Stanly, James Griswpld, William A. Graham, Benjamin TrolUnger, A. Har- grave, N. Boyden, A. G. Carter, James E. Wilhamson, John A. Gilmer, D. Coleman, and Francis Fries. On motion, the meeting adjourned to nine o'clock, A. M., to-morrow. Friday, July 12 th, 9 o'clock, A. M. The meeting was called to order by the Chair. W. A. Graham from the Committee of thirteen, submitted a report which was adopted^ and the meeting, after nominations made in pursu- ance of said report, proceeded by ballot to elect twelve Directors, John W, Norwood and W. A. Wright, being a Committee to superintend the balloting. Mr. Norwood from the Committee to superintend the ballotting, re- jx)rted that Wilham C. Means, John L Shaver, John B. Lord, Francis Fries, John W. Thomas, John M. Morehead, John A. Gilmer, Benjamin Trollinger, William A. Graham, Romulus M. Saunders, A. J. DeRosset, and A. T, Jerkins, had received a majority of the votes cast. The report of the Committee being then adopted the above named persons were declared duly elected Directors. R. M. Saunders, submitted the following report : The ComBiittee to whom was referred the Joimial of the General Commissioners and the papers accompanying the same, submit the fol- lowing Report : The Committee have examined A\ith care the papers submitted to them, and find the proceedings of the Commissioners to have been strictly in conformity with the Act of the General Assembly, entitled 29 " All Act to incorporate the North Carolina Kail Road Company," as ratified the 27th day of January, 1849. It appears that the General Coniniissiouors held an adjourned meeting at Chapel Hill, on the 5th day of June, 1850, when it was ascertained from the original Books as returned by the local Commissioners to receive suljscriptions of Stock, that the sum of One JNIiUion of Dollars had been fully subscribed, and the tu-st instalment of five dollars per share on the said sum had been paid. That the Commissioners thereupon in accordance with the pro- visions of the Act of the General Assembly, caused to be made a du- plicate declaration under their hands and seals with the names of the subscribers appended, declaring the Comjiany duly formed for the pur- poses mentioned in the Act of Incorporation from the 6th June 1850, and a copy thereof to be deposited in the office of the Secretary of State. Whereupon, the Commissioners caused it to be pubhshed as directed by the Act of Incorporation as aforesaid, that a General Meeting of the Stock- holders would be held in the Town of Salisbury, on Thursday the 11th day of July, 1850, for the purpose of taking such action under the Char- ter as should be deemed proper, and requesting the attendance of the Stockholders either in person or by proxy. The Committee being entirely satisfied as to the regularity of tlie pro- ceedings of the General Commissioners, and that the provisions of the Act of the General Assembly have been fully complied AA-ith, submit for adoption the following resolution : Resolved, That the Joiu'ual of the (xeneral Commissioners with the Books and Papers accompanying the same, be delivered to the Secreta- ry of the Company, and that the fifty thousand dolhu's held by said Commissioners be paid over to the I)irectors or their authorized Agent. Respectfully submitted, Signed, R. M. SAUNDERS, Chairman. July 12, 1850. AVhich report with accompanpng resolution was adopted. John M. Morehead from the Committee to report By-Laws, submit- ted a report, which after discussion and amendment, Avas adopted. Mr. Gilmer offered a resolution Avhich Mr. Norwood proposed to amend, when Mr. Osborne moved to amend Mi-. Norwood's^ amendment which being accepted by Mr. Gilmer, was adopted as follows : Resolved, That the Directors in the construction of the North Caro- 30 lina Rail Road, be instructed by this meeting, to carry out in good faith the resolutions adopted in the several Conventions held at Salisbury, Greensborough and Hillsborough. Daniel Coleman offered the following preamble and resolution which was adopted : Whereas, The stock in the North Carolina Rail Road has been taken with a view to the same being so located as to pass by or near the Towns of Hillsborough, Graham, Greensborough, Lexington, and Concord, Be it JResolved, That the Directors be instructed to ascertain by actual surveys whether said route, all things considered, is not the most prac- ticable. On motion of H. C. Jones, Resolved, That the President and Du-ectors cause to be published in pamphlet fonn 2000 copies of the Charter, By-Laws, and so much of the Proceedings of this meeting as they may deem proper. On motion of William A. Graham, Resolved, That the thanks of this meeting be, and they are hereby tendered to the Methodist Church, for the use of their Building. On motion of Calvin Graves, it was unanimously Resolved, That the thanks of this meeting be tendered to the Chair- man, for the dignity, abihty and impartiality with which he has presi- ded over its deliberations. With appropriate remarks, the Chairman declared the meeting ad- journed sine die. DUNCAN CAMERON, Chairman. John B. Lord, S.F. Phillips, r SecreU^ries.