3533. By-laws. 6. The directors first elected under this Act shall immediately provide a code of by-laws for the government of the corporation and management of its prudential concerns, and present the same to the company for adoption; which by-laws, if not repugnant to the laws of the State, when approved by a vote of a majority of the stock represented, shall become a law and be binding on all parties concerned until altered or amended by a similar vote, at any meeting of the stockholders: Provided, however, It is not required that any company which has adopted by-laws heretofore, conformable to this section, under the provisions of a general Act on this subject, shall provide a new code, as the by-laws they have adopted shall govern until altered or amended as herein provided. The by-laws of each company shall be posted up, by copy, in some conspicuous place or places in or about the proper toll-house.

3534. Vacancies-Directors' meetings-Books-Officers. 7. The directors shall fill all vacancies that may occur in their own body; they may sit on their own adjournment, or on the call of the president, or that of any two directors. When either the president or secretary shall be absent, the directors may fill the same by a pro tempore appointment. The directors shall at all times keep, or cause to be kept, at some proper place, proper books of account and of their proceedings, in which shall be entered all the business transactions of the company; which books shall, at all times, be subject to the inspection of the stockholders of the corporation. The directors shall elect a treasurer, unless the duties of treasurer shall be assigned to the president or secretary; and they shall elect or appoint all other officers, agents, or employés, or authorize the same to be done.

3535. Stock. 8. Certificates of stock shall be given to stockholders, which shall be evidence of stock held and owned, the same to be signed by the president and secretary, with the seal of the company affixed. The stock shall be transferable on the books of the corporation only; but such stock shall, at all times, be held by the corporation for any delinquency in the payment of any assessment.

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3536. Toll. 9. Whenever any bridge shall be constructed or erected under the provisions of this Act, or shall have been completed or used under the provisions of any general Act; and whenever any corporation shall construct, or may have heretofore so constructed, any such bridge, and may construct, as an extension of such bridge and in connection with it, a firm and substantial causeway, as specified before in this Act; or shall have so constructed and used any such causeway, such corporation may erect and maintain a toll-gate and toll-house at some convenient point where such bridge or causeway may be situated; and the president or directors of any such company may appoint one or more toll-collectors, who shall demand and receive a toll not exceeding such rates as shall be fixed by any such company and be approved by the Board of Commissioners of the proper county or counties where any such bridge or causeway may be situated. The rates of toll may be divided separately, if any company desire it, so that the same may be demanded and received for the use of the bridge or causeway. The rates of toll shall be painted on a board, which shall be set up before the toll-house or some other conspicuous place on the bridge or causeway. Any such corporation may demand and receive a less rate of toll than shall be then authorized, but in no instance shall a greater rate be demanded or received.

3537. Penalty. 10. If any toll-gatherer shall unnecessarily hinder or delay any passenger at the gate, or shall demand and receive more than legal toll, the corporation shall forfeit and pay for every such offense the sum of five dollars for the use and benefit of every such person who shall be thus detained or defrauded, to be recovered, with costs, before any Court having competent jurisdiction.

3538. Penalty. 11. If any person shall forcibly, or without the consent of the toll-collector, pass any bridge or causeway without paying toll, he shall forfeit and pay for every such offense the sum of three dollars in addition to the amount of the legal toll to the corporation, with costs of suit, to be recovered before any Justice of the Peace in the proper county. 3539. Injuring bridge. 12. If any person shall willfully impair or injure any bridge, he shall forfeit and pay to the corporation double the cost of repair, with damages and costs of suit, to be recovered before any Court of competent jurisdiction.

3540. Action - Defenses. 13. In all actions brought to recover any penalty or forfeiture in and under this Act or the by-laws made in pursuance of this Act, it shall be lawful to declare in debt generally for such penalty or forfeiture, stating the section of this Act, or the by-laws under which the penalty or forfeiture is claimed, and to give the special matter in evidence; and the defendant, in like manner, may plead the general issue to such action, and give all matters of defense in evidence under that issue.

3541. May take property. 14. Any corporation under the provisions of this Act shall be capable of purchasing, holding, using, and conveying any property or estate, real or personal, that may be deemed necessary for the erection of any bridge, causeway, toll-house, and all other appropriate purposes, and to take real property therefor. Such corporation may have the benefit of the writ of assessment of damages.

3542. Writ of assessment of damages. 15. Such corporation may file an application for such writ of assessment of damages in the Circuit Court, or, in vacation, in the office of the Clerk thereof, setting forth the precise description of the real estate desired to be taken, the names of the persons interested therein, making them defendants, and the purposes to which the same is to be converted, and refer to the law which authorizes the taking of the property. The Clerk shall thereupon issue to the Sheriff a writ of assessment of damages, reciting therein the material part of the application, and directing the Sheriff to assess the damages by a jury.

3543. Venire. 16. The Court, upon the application (or the Clerk, in vacation), shall issue a venire to summon a jury, to consist of not less than six nor more than twelve, who shall be disinterested freeholders, not owning land within one mile of any part of the bridge or causeway for which the land is taken.

3544. Inquest. 17. The Sheriff shall proceed to hold the inquest; and his proceedings thereon, and the rights of the parties and the persons interested, and the duty of the jurors and their proceedings, shall be, in all respects, governed according to the provisions of sections 881 to 912, -so far as the same are applicable.

3545. Obstructing navigation. 18. Any such corporation shall not, at any time, unlawfully or unnecessarily obstruct the navigation of any navigable stream by the construction and erection of any such bridge.

3546. Former companies have benefit of this Act. 19. Any bridge company incorporated under any general law is hereby declared to be incorporated under this Act; and all bridge companies incorporated under any local or special law may have and possess all the rights, privileges, and benefits of this Act, by complying with the conditions herein contained.

3547. How incorporated. 1. Any number of persons may form themselves into a corporation for the purpose of constructing and owning a bridge across any of the rivers and streams forming the boundary of the State of Indiana or any part thereof, by complying with the following requirements: They shall unite in articles of association, setting forth thecorporate name they assume; the river or stream, and the county, city, or town, over and in which said bridge is to be constructed; the amount of capital-stock, and the number of shares into which it is to be divided. The names and places of residence of the subscribers or stockholders, and the amount of capital-stock taken by each, shall be subscribed to said articles of association; which said articles of association shall be duly acknowledged by the subscribers, and a copy filed for record in the office of the Recorder of the county in which said bridge may be situated. Any such corporation, if they deem it best, may construct and own, as an extension of such bridge, and in connection with it, a firm and substantial causeway, to be made of trestle work or solid embankment, or part of trestle work and part of solid embankment, across the low bottoms of any such river or stream; and such purpose shall be set forth in said articles of association. 3548. Election of directors. 2. Not less than five nor more than nine directors shall be elected by the stockholders of any such corporation, who shall hold their office for one year and until their successors are elected in like manner. It shall be lawful for the stockholders to determine upon the number of directors they desire, as herein restricted, on the day of election, and immediately previous to proceeding to such election. At all elections for directors by the stockholders, each stockholder shall be entitled to vote in person or by proxy duly appointed in writing. Each stockholder shall be entitled to one vote for each share he or she may own in any such corporation. Notice of any election for directors shall be given in such manner as either the stockholders or directors may order.

3549. Officers and powers. 3. Any board of directors elected under the provisions of this Act may organize by choosing a president and secretary from their own body, and from thenceforth shall be considered a body corporate and politic, with perpetual succession, by the name and style of Bridge Company"; and shall then be capable of suing and being

sued, pleading and being impleaded, defending and being defended, answering and being answered unto, in any Court of competent jurisdiction. Said corporation shall have all the rights, privileges, and powers incident to corporations, and may have and use a common seal, with power to alter or change the same at pleasure.

3550. By-laws. 4. The directors first elected under this Act shall immediately provide a code of by-laws for the government of the corporation, and present the same to the company for its adoption; which by-laws, if not repugnant to the laws of the State, when approved by a majority of the stock represented, shall become a law and be binding on the corporators concerned until altered or amended by a similar vote at any meeting of the stockholders. The by-laws of each company shall be posted up, by copy, in some conspicuous place or places in or about the proper toll-house.

3551. Vacancies-Books - Officers. 5. The directors shall fill all vacancies that may occur in their own body. They shall, at all times, keep or cause to be kept, at some proper place, proper books of account and of their proceedings, in which shall be entered all the business transactions of the company; which books shall, at all times, be subject to the inspection of the stockholders of the corporation or any one dealing therewith. The directors shall elect a treasurer, unless the duties of treasurer be assigned to the president or secretary; and they shall appoint such other officers and agents as may be deemed expedient, and shall prescribe their several duties, powers, and compensation.

3552. Stock. 6. Certificates of stock shall be given to stockholders, the same to be signed by the president and secretary, with the seal of the company affixed. The stock shall be transferable on the books of the corporation only. Such stock shall, at all times, be held by the corporation. for any delinquency in the payment of any assessment.

3553. Railway tracks. 7. Said corporation shall have power to construct a railway, with one or more tracks over said bridge and the embankments appertaining thereto, and to connect the same with other railway tracks, and shall have the right to fix and alter at pleasure the rates of toll, for all persons and property passing over said bridge and railway tracks. connected therewith, whether on foot or horseback, or in vehicles of any kind, or in cars propelled by steam or any other power. For the purpose of collecting tolls, toll-houses may be erected and maintained at the said bridge, near to it or on the approaches leading to it. The rates of toll for persons on foot or horseback or in vehicles (except in cars propelled by steam or other power) shall be first submitted to and approved by the Board of Commissioners of the proper county in which any part of such bridge and embankment may be situated. The rates of toll shall be painted on a board, and set up in some conspicuous place on the toll-house or bridge; and said corporation may demand and receive the rates of toll thus fixed and published.

3554. Connection with railways. 8. The said corporation shall also have full power and authority to connect the line of railway over said bridge by a continuous line of railway, in such manner and upon such route and terms as may be deemed most expedient, with any other line of railway whatever, and to maintain, use, operate, and control the said connection, when completed, and charge and receive tolls for the use thereof. 3555. Power to borrow money. 9. The said corporation shall have

power to borrow money to construct and operate the work above indicated, at such rate of interest, not exceeding ten per cent., for such times, in such places, and to such amounts as the directors may deem best, and may execute bonds or other evidences of indebtedness therefor, and secure the payment of the same by mortgage or pledge of the said work hereby authorized to be constructed or any part thereof; and sell and dispose of the said bonds or other evidences of indebtedness upon such terms and discount as may be agreed upon.

3556. Railroad companies-Consolidation. 10. The said corporation shall have the right to contract, at any agreed sum or rate, with any railroad company now existing or which may hereafter be incorporated, for the annual use of said bridge by the cars or engines, or for the use of said railroad company; and any such railroad company is hereby authorized to subscribe for the stock or to purchase the bonds issued by said bridge company, and is further authorized to make all such guaranties as to the net earnings of said bridge, over cost of operation and repair, as may be agreed upon by the two contracting companies. Such corporation shall have authority, by a vote of a majority of the directors, to unite and consolidate its franchises, business, and interests with those of any other bridge company incorporated under the laws of any other State, and having authority to construct a bridge over the same stream at the same point.

3557. May acquire real estate. 11. Any corporation under the provisions of this Act shall be capable of holding, using, and conveying any property or estate, real or personal, that may by them be deemed necessary or convenient for the site of said bridge, its piers, abutments, tollhouse, and for suitable avenues leading to the same, and also such other and further real estate as may be required for any purpose authorized by this Act, and to take real property therefor. Such companies may have the benefit of the writ of assessment of damages.

3558. Writ of assessment. 12. Such corporation may file an application for such writ of assessment of damages in the Circuit Court, or, in vacation, in the office of the Clerk thereof, setting forth the precise description of the real estate desired to be taken, the names of the persons interested therein, making them defendants, and the purposes to which the same is to be converted, and refer to the law which authorizes the taking of the property. The Clerk shall, thereupon, issue to the Sheriff a writ of assess ment of damages, reciting therein the material part of the application, and direct the Sheriff to assess the damages by a jury.

3559. Venire. 13. The Court, on application, or the Clerk in vacation, shall issue a venire to summon a jury, to consist of not less than six nor more than twelve, who shall be disinterested freeholders, not owning land within one mile of any part of the bridge, or avenues of approach thereto, for which the land is taken.

3560. Inquest. 14. The Sheriff shall proceed to hold the inquest and the proceedings thereon; and the persons interested, and the duty of the jurors and their proceedings, shall be in all respects governed according to the provisions of sections 881 to 912, so far as the same are applicable.

3561. Obstruction of navigable stream. 15. Any such corporation shall not, at any time, unlawfully or unnecessarily obstruct the navigation of any navigable stream by the construction of any such bridge.