are authorized by law to do for the interest and well being of said company.

missioners be.

SEC. 3. That the said commissioners, or a majority of Daty of com them, after the said one thousand shares of stock shall have fore election been subscribed as aforesaid, shall give at least twenty days' of directors. notice in the newspapers herein before mentioned, of the time and place of a meeting of the stockholders for the purpose of electing seven directors, who shall elect one of their number president; 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 a majority of the directors for the time being, in such newspapers as they may think proper: Provided, that previous to the first election, the commissioners hereinbefore named shall efect one of their number president, and they shall perform all the duties, and be invested with all the powers of directors: And provided, 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 this charter shall not be avoided by renson of the irregularity or want of such election; and in case of any vacancy in the board of directors, the same shall be filed by the other directors or a majority of them.

SEC. 4. The affairs of said company shall be managed by How concerns managed. a board of seven directors, who shall be stockholders and be chosen annually by ballot, by the stockholders of said company, the votes to be given in person or by proxy duly authorized; which directors shall appoint one of their number president; and shall serve until others are elected in their stead. "They shall make and establish such bye-laws, rules, orders and regulations, not inconsistent with the constitution and laws of the United States and of the state or territory of Wisconsin, as may be necessary for the well ordering of the affairs of said company. Each share of stock shall be enti tled to one vote, and in all cases of elections for directors,

General pow. ers of d'ructors.

Route of road.

the seven stockholders having the greatest number of votes shall to declared duly elected.

SEC. 5. 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 ap point a secretary, treasurer, and such engineers and other officers as they may find necessary; shall fix their compen sation, and may demand adequate security for the performance of their respective trusts; they shall have full power to decide the time and manner in which said stockholders shall pay the money due on their respective shares, and shall forfeit to the use of the said company the share or shares of every person or persons failing to pay any instalment, at a reasonable period not less than thirty days after the time appointed for the payment thereof. They shall have power to make such covenants, contracts and agreements with any person or persons 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. The commis sioners, until the directors are chosen, shall issue certificates to each stockholder for the number of shares he or she shall subscribe for or hold in said corporation, signed by the president, and countersigned by the secretary, subject to all the payments due and to become due thereon; which stock shall be transferable in person, or by attorney, executors, administrators, guardians or trustees, under such regulations as may be provided by the bye-laws of said company.

SEC. 6. The said company shall have power to locate and construct a single or double track plank road, from such eligible point at the outlet of Lake Winnebago, to [such] eligible [point] in the town or village of Manitouwoc, as shall be determined upon by a vote of the stockholders hav ing 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 they shall have power to erect all such tollhouses, bridges, and other works and appendages as may be

rectors.

necessary for the convenience of said company in the use of said road, and also to connect said road with other plauk roads in the territory or state of Wisconsin. And the said company shall have power in their discretion to locate and construct a branch of said road to the foot of the Grand Kakalin at such point as they may determine. The directors Powers of dishall exercise all powers conferred on them by law; shall audit and pay all accounts; give and receive all such receipts and discharges as shail be deemed best for the interest of said company; fix the compensation and salary of the officers they may appoint; and meet at such times and places as they may prescribe in the bye-laws to be enacted by them. They may appoint and remove all officers at pleasure; prescribe the meeting of the stockholders, and declare and pay the dividends, or so much of the surplus profits of the company, as they shall deem advisable, which may acerue on the shares of the said stock to the stockholders of said company, on the first Monday of July and January of each year: Provided, the said company may use charcoal on the said road, or any part thereof, instead of plank, if they shall deem it advisable.

may take

SEC. 7. It shall and may be lawful for said company, their Corporation officers, engineers and agents to enter upon any lands for the land. purpose of exploring, surveying and locating the route of said plank road, doing thereto no unnecessary damage; and when 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, not exceeding four rods in width, along the line of said route, subject, however, to the payment of such compensation as the company may have agreed to pay therefor, or as shall be ascertained in the manner here. inafter directed and provided for.

SEC. 8. When the said corporation cannot agree with the How dan aowner or owners of any land, gravel, stone or other material ges to be assessed for ces required for the construction of said road, for the purchase cupying land thereof or the compensation to be paid therefor, or when by or taking a reason of the absence or legal incapacity of the owner or building read. owners, no such agreement or purchase can be made, then

terials for

and in any such case it shall be lawful for any justice of the peace of the county in which the property may lie, to issue his warrant directed to the sheriff or any constable of said county not directly interested, requiring him to summon a jury of nine freeholders of said county not interested in said property, to meet at some convenient place at or near the property to be valued, on a day in said warrant na ned, not less than five nor more than ten days from the date of said warrant; and if at the time and place named, any of the persons so summoned do not attend, the sheriff or constable shall immediately summon as many as may be necessary with the persons in attendance as jurors to furnish a pannel of nine jurors, and from them the said company and the owner or owners of the property to be valued, their agent or attorney or either of them, and if they are not present in person or by attorney, the sheriff or constable shall for him, her or them strike off each two of said jurors, and the remaining five shall act as a jury of inquest of damages; and before they act as such the said sheriff or constable shall administer to each of them an oath or affirmation, that he will faithfully and impartially value the land or material required for such road, and all damages which the owner or owners shall sustain by reason of the construction of said road, taking into consideration the advantages the same will be to the owner or owners according to the best of his skill and judgment, whereupon the said jurors shall proceed to view the said land or material, so required, and to hear the evidence of the respective parties. which the said jurors shall reduce to writing, which shall be signed by all, or a majority of said jurors, and by the sheriff or other officer in attendance, and the said officer shall, within five days thereafter, transinit the same to the clerk of the district court of the proper county, who shall file the same, Such inquisition shall describe the property taken or to be taken, or the boundaries of the land in question, and the value thereof, as aforesaid, and such valuation when paid, together with the costs of such inquisition, or tendered to the owner or owners, or deposited with the said court, shall entitle the said company to the estate and interest in the same thus valued, as if it had been conveyed by the owner or owners

thereof, so long as the land thus valued and taken shall be used for the track of said road: Provided, that it shall not be lawful for any jury of inquest to proceed in the valuation of any such property or material in the absence of the owner or owners thereof, his, her, or their legal representatives, unless it be made to appear, by affidavit, that such owner or owners have had at least five days' notice of the time and place of meeting, for the purpose of making such valuation,

or unless it shall in like manner be shown that such owner or owners are absent from the county, and if such owner or owners are under age, or non compos mentis, the service of notice upon the guardian or trustee, (if any there be) or in their absence from the county shall be required to be established by affidavit to the said jurors, before they shall proceed to make such valuation.

SEC. 9. The shares of stock of the corporation shall be deemed personal property, and every person becoming a share- Shares to be deemed perholder by transfer, purchase, or otherwise, of shares of said sonal proper stock, shall succeed to all the rights and liabilities of the prior 1y. holder of said share or shares; and the said shares shall be liable to be taken in execution for the payment of the debts of their owner in such manner as is or may be provided by law: Provided, that all debts due said company shall be first paid. Whenever the route of said road follows the line of any public highway, the said company shall not take possession of the said highway until the commissioners of highways for the town through which it passes shall have given them written consent, which shall be recorded in the town clerk's office.

Directors

may erect toll

SEC. 10. The directors may erect toll-gates and exact toll from persons traveling on their road, whenever five consecutive miles are finished, or when the whole road is comple- gates. ted, not exceeding two cents a mile for every vehicle, sled, sleigh or carriage drawn by two animals; and if drawn by more than two animals, one cent a mile for every additional animal. For every vehicle, sled, sleigh or carriage drawn by one animal, one cent a mile; and for every horse and ri der, or led animal, one cent a mile. For score of sheep or swine one cent a mile, and for every score of neat cattle four