at such meeting, and shall hold their offices for the term of one year, and until their successors are duly elected. The election of trustees shall be by ballot; each stockholder shall be entitled to one vote for every share by him owned, to the number of five, and one vote for every five shares above that number. The annual meetings of the stockhold- Annual meet ing of stockers shall be holden on the first Monday of March at such holders. place in said village as shall be designated by the bye-laws

of said corporation.

SEC. 5. The trustees shall have power to elect their pres- Powers of ident, secretary, and other officers:

2. To call special meetings of the stockholders to fill vacancies in the board of trustees :

3. To have power to sell, lease, mortgage, or otherwise dispose of any real or personal property, of said corporation in such manner as they shall deem most conducive to the interests of said seminary:

4. To direct and prescribe the course of study and disci pline to be observed in said seminary:

5. To prescribe the duties and fix the salaries of all the officers of said corporation; and to remove or suspend them from office, for incapacity, immoral conduct, or misbehavior in office, and to appoint others in their places:

6. To make all ordinances and bye-laws necessary to carry into effect the preceding powers.

SEC. 6. No religious test or qualification shall be required from any trustee or other officer of said corporation as a condition for admission to any privileges in the same.

SEC. 7. This act may be amended or repealed by any future legislature.

WILLIAM SHEW,

Speaker of the House of Representatives.

MASON C. DARLING,

trustees.

APPROVED, February 10, 1847.

President of the Council.

HENRY DODGE,

Commission

ny to open

books.

AN ACT

To incorporate the Fond du Lac and Beaver
Dam Rail Road Company.

Be it enacted by the Council and House of Representatives of the Territory of Wisconsin:

SECTION 1. John H. Manahan, John Van Eps, George W. ers of compa- Brower, Thomas Mackie, A. Ackerman, Henry Stultz, C. S. Bristol, James A. Williams, Henry H. Edmonds, Joshua Roberts, Joseph McNiel, C. S. Snow, and Alfred Loomis, be and they are hereby appointed commissioners, under the direction of a majority of whom subscriptions may be received to the capital stock of the Fond du Lac and Beaver Dam Rail Road Company, hereby incorporated; and they may cause books to be opened at such times and places as they shall direct, for the purpose of receiving subscriptions to the capital stock of said company, first giving sixty days notice of the times and places of taking such subscriptions, by publishing the same weekly in a public newspaper printed in the county of Dane, and also in one printed in the county of Fond du Lac, and in two printed in the county of Milwaukee.

Capital stock.

SEC. 2. That the capital stock of said company shall be five hundred thousand dollars, in shares of fifty dollars each; and as soon as two thousand shares of stock shall be subscribed, and five dollars on each share actually paid in, and a statement shall be deposited with the secretary of the territory or state of Wisconsin, authenticated by the oath of the secretary, and two or more of said commissioners, that such subscriptions and payments have been in good faith made, the subscribers of such stock, with such other persons as shall associate with them for that purpose, their successors and assigns, shall be, and they are hereby declared and created a body corporate and politic, by the name and style of "The

style of the

Fond du Lac and Beaver Dam Rail Road Company," with Name and perpetual succession; and by that name shall have all the corporation. privileges, franchises, and immunities incident to a corporation; they shall be capable in law of purchasing, holding, selling, leasing, and conveying estate, either real, personal, or mixed, so far as the same may be necessary for the purposes hereinafter mentioned, and no further; and in their corporate name may sue and be sued; may have a common seal, which they may alter and renew at pleasure; and generally may do all and singular the matters and things which to them it shall lawfully appertain to do for the well being of the said corporation.

General

powers.

tion of direc

SEC. 3. That the said commissioners, or a majority of of the elec them, after the said two thousand shares of stock shall have tors. been subscribed, as aforesaid, shall give at least thirty days notice in the newspapers hereinbefore mentioned, of the time and place by them appointed for the subscribers or stockholders to meet for the purpose of electing nine directors; and annually thereafter the said stockholders shall meet on the first Monday in July, for the purpose of electing directors as aforesaid, upon a like previous notice to be given by the directors for the time being, in such newspapers as they may deem advisable: Provided, that previous to the first election, the commissioners hereinbefore named shall elect one of their number president, and they shall perform all the duties and be invested with all the powers of directors: And pro- Proviso. vided, that if from any cause an election shall not be held at the regular time specified therefor, the same may be held at any other time, on notice as aforesaid; that until such election, the directors of the preceding year shall continue to act, and that this charter shall not be avoided by reason of the irregularity or want of such election: And provided, that in. case of a vacancy from the death or resignation of any direc tor, his place shall be filled by the board of directors.

SEC. 4. The affairs of said corporation shall be managed Affairs how by a board of nine directors, who shall be chosen annually, managed. by ballot, on the days hereinbefore prescribed, by the stockholders of said company, the votes to be delivered in person, or by proxy duly authorized; which directors shall appoint

Proviso.

Meeting of directors and appointment of officers.

Powers of directors.

one of their own number to be president, and shall respectively serve for one year, or until other directors be elected; they shall have power to make and establish such bye-laws, rules, orders, and regulations, not inconsistent with the constitution and laws of the United States, or of the state or territory of Wisconsin, as may be necessary for the well ordering of the affairs of said company: Provided, that none but stockholders shall be eligible to be elected directors, and that at every such election, and in all other cases upon which stockholders shall be called upon to vote, each share of stock shall be entitled to one vote; and also, that in all cases of elections for directors, the nine stockholders having the greatest number of votes shall be declared duly elected.

SEC. 5. The said directors shall meet at such times and places, and be convened in such manner, as they may hereafter decide upon. Five directors shall be a quorum for the transaction of business, who, in the absence of the president, may appoint a president, pro tem. The said directors shall appoint a secretary, treasurer, and such engineers and other officers as they may find necessary; shall fix their compensation, and may demand adequate security for the performance of their respective trusts. They shall have full power to decide the time and manner and proportions in which the said stockholders shall pay the money due on their respective shares, and forfeit to the use of the company the share or shares of every person or persons failing to pay any instalment so required, at a reasonable period, not less than thirty days after the time by them appointed for the payment thereof; to regulate tolls; to make such covenants, contracts, and agreements, with any person, copartnership, or body politic whatsoever, as the execution and management of the works, and the convenience and interests of the company may require; and in general to superintend and direct all the operations, receipts, disbursements, and other proceedings of the company: Provided, that no instalment called in at any one time shall exceed twenty dollars per share, and that no instalment shall be called by the directors without giving at least sixty days notice thereof in the newspapers herein before mentioned.

SEC. 6. The directors chosen as aforesaid shall issue a Certificates of stock to certificate to each stockholder for the number of shares he or be issued. . she shall subscribe for or hold in the said corporation, signed by the president, countersigned by the secretary, and sealed with the common seal; subject, however, to all the payments due and to grow due thereon; which stock shall be transferable in person, or by attorney, executors, administrators, guardians, or trustees, under such regulations as may be provided for by the bye-laws of the company.

ment to be

held.

SEC. 7. At each annual meeting of the stockholders, for Annual statethe purpose of electing directors, the directors of the preced-made, and ing year shall exhibit to them a complete statement of the special meetaffairs and proceedings of the company for such year: and ings when special meetings of the stockholders may be called by order of the directors, or by stockholders holding one-fourth in amount of the capital stock, on like notice as that required for annual meetings, specifying moreover the object of the meeting; but no business shall be transacted at such special meeting unless a majority in value of the stockholders shall attend in person or by proxy.

of road.

SEC. 8. The said company shall have power to locate and Powers of corporation in construct a single or double track rail road, from such eligi- construction ble point in the county of Fond du Lac to such eligible point in the town of Beaver Dam, Dodge county, as shall be determined upon by a vote of the stockholders holding a majority of the stock of said company, and who shall be represented in person or by proxy, at a special meeting called for the purpose of fixing the location or termination of said road; and shall have power to transport, take, and carry property and persons upon the same by the power and force of steam, of animals, or of any mechanical or other power, or of any combination of them; and they shall also have power to make, construct, and erect all such side-tracks, turn-outs, and connecting tracks, and also all such ware-houses, toll-houses, machine shops, carriages, cars, and other works and appen dages as may be necessary for the convenience of said company in the use of the said rail road; and also to connect said rail road, and operate the same, with other rail roads and branch rail roads, in the territory or state of Wisconsin.