or territory of Wisconsin, as may be necessary for the well ordering of the affairs of said company: Provided, that none Proviso. 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 Further

directors.

places, and be convened in such manner, as they may here- powers of after 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 Concerning the payment power to decide the time and manner and proportions in of stock. which the said stockholders shall pay the money due on their respective shares, and to 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 hereinbefore mentioned.

Proviso.

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

Exhibit to be made annually.

due and to grow due thereon; which stock shall be trans ferable 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.

SEC. 7. At each annual meeting of the stockholders for the purpose of electing directors, the directors of the preceding year shall exhibit to them a complete statement of the affairs and proceedings of the company for such year; and special meetings of the stockholders may be called by order Special meet of the directors, or by stockholders holding one-fourth in ing how

called.

Route of rail road now determined.

ers of the

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.

SEC. 8. The said company shall have power to locate and construct a single or double track rail road, from such eligible point, south of township number eight on Lake Michigan, to such eligible point on the Mississippi river, in the county of Grant, as shall be determined upon by a vote of the stock holders 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 terFurther powmination of said road; and shall have power to transport, corporation. 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 warehouses. toll-houses, machine shops, carriages, cars, and other works and appendages 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.

Railroad to

ed within

SEC. 9. If said corporation shall not within three years be commenc. from the passage of this act commence the construction of thrree years. said rail road, and expend fifty thousand dollars or more thereon, and shall not within ten years from the passage of

this act, construct, furnish, and put in operation a single or double track of rail road from Lake Michigan, south of township number eight, to the Mississippi river, within the county of Grant, then the rights, privileges and powers of the said corporation under this act shall be null and void.

SEC. 10. It shall and may be lawful for the said company, Corporation their officers, engineers, and agents, to enter upon any may explore lands and survey for the purpose of exploring, surveying, and locating the route. route of said rail road, doing thereto no unnecessary damage; and when the said route shall be determined by the said company, it shall be lawful for them, their agents, officers, engineers, contractors, and servants, at any time, to enter upon, take possession of, and use such lands, to the width of four rods; and also to take from any land adjoining said road, gravel, stone, earth, and other materials, for the purpose of constructing, repairing and maintaining such rail road, to the width of not exceeding one hundred and fifty feet at any one point, subject however to the payment of such compensation Compensaas the company may have agreed to pay therefor, or as shall and materials be ascertained in the manner hereinafter directed and provid- used. ed, in such cases respectively: Provided, that the said corporation shall not, in their corporate capacity, hold, purchase, or deal in any lands within this territory, other than the land on which said road shall run, or which may be actually necessary for the construction or maintenance thereof, and of the warehouses, machine shops, and other fixtures connected therewith.

SEC. 11. When the said corporation cannot agree with the owner or owners of any land, gravel, stone, or other materials taken for the purpose aforesaid, or when by reason of the legal incapacity, or absence of any such owner or owners, no such agreement or purchase can be made, then, and in any such case it shall be lawful for the judge of the district court of the county in which such land, or materials are situated, on application of either party, and at the cost and charge of such corporation, to appoint three disinterested persons residing in said county, whose duty it shall be to view and examine, or survey said lands, or materials, with the buildings and improvements, if any thereon and to estimate,

tion for land

Proviso.

Damages for land and ma

terials how ascertained.

the value of the land, or materials so taken, or required by the said company, and all damages which the owner or owners thereof shall sustain, or may have sustained by reason of the taking of the same, for the construction and use of said rail road, or works appertaining thereto, taking into consideration the advantages as well as disadvantages of the same to the said owner or owners; and the person so appointed before entering upon the discharge of such duties, shall take an oath before some justice of the peace, or other person competent to administer oaths, faithfully, and according to the best of their ability, to examine the lands or materials so taken or required by said company, and impartially to estimate, and appraise the value of the same, and the damage or injury which the owner or owners thereof shall have sustained, or may sustain, by reason of the taking and using thereof by the said company, over and above all benefits and advantages, which such owner or owners shall derive from the construction of such rail road, whereupon such commissioners shall proceed to examine the premises, and estimate the value of such lands or materials, and the amount of damages, if any, over and above the benefit and advantages which may accrue to such owners, as aforesaid, and shall make a report of such valuation, in writing, under their hands and seals, to said judge, and shall return the same within thirty days after their appointment, to the clerk of the district court of the county in which they reside; and it shall be the duty of the said clerk to file the same, and in case no appeal shall be made within thirty days Appeals after the filing of said report as hereinafter provided, then when allowed the said clerk shall record the same, at the expense of said company, and judgment of the said court shall be entered thereon on motion of either party, at any term of said court: Provided, that either party may appeal to said court within thirty days after said report shall have been filed in the clerk's office, and such appeal shall be tried in said court, and the jury empannelled to try the same, shall find the value of the land, or materials so taken or required district court. by said company, and the damages which the owner or owners thereof shall have sustained, or may sustain by the taking of the same, over and above the benefits which will accrue

Trial in the

Proviso.

to such owner or owners from the construction of such rail road, and judgment of court shall be entered accordingly: Provided also, that it shall not be lawful for the said commis- Proviso. sioners, or said court to proceed in the assessment of damages, or in the valuation of any lands or materials as aforesaid, in the absence of the owner or owners thereof, his, her, or their agents or attorney, unless it shall be shown to them by competent testimony that the said owner or owners have had at least five days notice of the time and place at which such assessment or valuation was to be made, or that the said owner or owners are absent from the territory or state of Wisconsin, and if the said owner or owners shall be minors, or non compos mentis, or absent from the territory or state, the service of notice may be made on their guardian or trustees, if any there be, or in such manner as the said court may direct: Provided also, that upon the making and filing of any report as aforesaid, and payment or legal tender, of the amount of any valuation or appraisal specified therein, to the owner or owners of any such lands, or materials, his, her, or their legal representatives, the said company, their agents, or the contractors, for making or repairing, said rail road may immediately take and use the same without awaiting the issue of any appeal brought thereon.

when to vest

SEC. 12. Whenever any judgment shall have been enter- Title of land ed, as hereinbefore provided, for the value of any lands or in company. materials, or for any damages for the taking and using of the same and the amount specified in such judgment shall have been paid or tendered to the owner or owners of such lands or materials, his, her, or their legal representatives, the said company shall be entitled to the estate and interest in the same, as fully as if it had been conveyed in fee simple; and if such valuation be not received when tendered, it may at any time thereafter be received, or may be collected from said company by action at law, at the cost and expense of the person or persons entitled to the same: Provided, that the cost of any proceedings and judgment specified in the last preceding section shall be taxed by the court and paid by the said company except in cases where upon appeal the