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and operating the same, together with reasonable attorney's fees: Provid. ing, That in case the said railroad corporation or person operating the same, liable for such repairs, shall, within said sixty days, tender to such person so making such repairs a sum of money in satisfaction of such repairs made by him, and such person shall refuse to accept the same, and shall sue for the recovery of the value of such repairs, and shall not recover more than was so tendered, he shall not recover attorney's fees in such suit.
4098d. Liability for stock injured. 4. Nothing in this act contained shall in any manner affect or change the liability of railroad corporations, or of the assignees, lessees, or receivers of such corporations, for stock killed or injured upon their railroads; but such liability shall exist and be governed by laws now in force the same as if this act had never been passed.
4098e. Gates and bars at crossings. 5. All gates and bars at farm crossings shall, in the absence of a contract or agreement to the contrary, be constructed and maintained and kept closed by the owner of such farm crossing.
1. For improvement of rivers and hydraulic 2. For dams across streams.
ARTICLE 1 — FOR IMPROVEMENT OF RIVERS AND HYDRAULIC
4109. Powers. 4100. Capital-stock.
4110. Proceedings to appropriate. 4101, Election of directors.
4111. Unknown parties - Amendment. 4102. Meetings of stockholders,
4112. Defective titles. 4103. Annual statement.
4113. May borrow money. 4104 Failure to elect - Officers
4114. River improved, a public highway. 4105. Calls, how collected.
4115. Powers - Contribution. 4106. By-laws.
4116. Consolidation. 4107 Stock,
4117. Powers. 4108. Powers.
(1867. p. 197. In force June 6, 1867.) 4099. Articles of association, 1. For the improvement of the navi. gation of any navigable river within the jurisdiction of this State, and for the creation of hydraulic power thereon not impeding the navigation of the same, any number of persons, not less than thirteen, may form themselves into a corporation, by entering into articles of association, which shall state the corporate name adopted by the company, the amount of its capitalstock, the number of shares into which it is to be divided, the term of its existence, the number of its directors, and the names of such directors as shall serve until the first regular election by the stockholders, and the purpose and object of such corporation; therein stating the name of the river upon which such improvements are to be made, and what portion of such river shall be embraced within the contemplated improvements, the county or counties in which the same is situate, the nature and general description of the improvements to be made, and the object to be accomplished thereby. As soon as such articles shall be signed by the associates and filed with the Secretary of State, the persons who shall have subscribed the same, and all persons who shall, from time to time, become stockholders in such company, and their successors, shall be a body politic and corporate, by the name stated in such articles of association, and shall be capable of suing and being sued, and may have a common seal, and may make and alter the same at pleasure.
4100. Capital-stock. 2. The directors named in the articles of association shall open books for subscription to the capital-stock of the company, at such times and in such places as a majority of them may direct, due notice of which shall be given; and in case a greater amount of stock shall be subscribed than the whole capital required by such company, the company shall distribute such capital-stock, so subscribed, as equally as possible among the subscribers without dividing shares. A greater number of shares shall not be allotted to any one than he has subscribed for.
4101. Election of directors. 3. There shall be a meeting of the stockholders, to be held at the principal office of the company, for the election of directors to serve for the ensuing year, notice of which, appointing a time and place, shall be given by the directors then in office; which notice shall be published, not less than twenty days previous thereto, in a newspaper published in each county through which the improvements upon such river may extend. The judges of the election shall be chosen by the board of directors previous to the first regular or any annual meeting of the stockholders (who shall be stockholders but not directors at the time of such election) whose duty it shall be to receive the votes of stockholders at such election, and who shall openly count the votes and declare the result, and shall furnish the directors elected at such meeting with a certificate of their election; which certificate shall be evidence of their authority to act as such directors. Not less than seven nor more than thirteen directors shall be chosen at such meeting. The election shall be by ballot, and by a majority of the votes present in person or by proxy. Any stockholder present shall be entitled to give one vote for every share of stock which he may have owned for ten days next preceding such election; but no stockholder shall vote at such an election upon any stock except such as he shall have owned ten days next prior thereto. No person shall be a director unless he shall be a stockholder, owning stock absolutely in his own right, and qualified to vote for directors at the election at which he shall be chosen. There shall be an annual meeting of the stockholders in each year, after the one above mentioned, to be held, governed, and conducted in the same
The directors elected by the stockholders shall hold their office tor one year and until others are elected and qualified to fill their places.
4102. Meetings of stockholders. 4. Meetings of stockholders may be called at any time during the interval between annual meetings, by the directors or by stockholders owning not less than one-fourth of the stock, by giving thirty days' public notice of the time and place of meeting, in manner provided in the next preceding section; and when any such meeting is called by the stockholders, the particular object of such meeting thus called shall be stated in such notice; and if, at any such meeting, a major. ity in value of the stockholders are not represented in person or by proxy, such meeting shall be dissolved without transacting any business.
4103. Annual statement. 5. At regular annual meetings of the stockholders of such corporation, it shall be the duty of the president and directors in office for the preceding year, to exhibit a clear and distinct statement of the affairs of such company; and any meeting of the stockholders (a majority in value being present in person or by proxy) may require a similar statement from the president and directors, whose duty it shall be to fur. nish it when required. At all general and annual meetings of the stockholders, a majority in value of the stockholders may remove any president or director of such company, and elect another in his stead: Provided, Notice of such intended removal shall have been given as required in the notice of the meeting.
4104. Failure to elect - Officers. 6. In case it shall happen at any time that the election of directors shall not be made at the day designated by the by-laws of the company, when it ought to have been made, the com. pany shall not, for that reason, be dissolved, if, within ninety days thereafter, it shall hold an election for directors in such manner as shall be provided by the by-laws of the company. There shall be a president of the company, who shall be chosen by and from the directors; and such subordi. nate officers as the company by its by-laws may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their offices as the company, by its by-laws, may require: Provided, That nothing herein contained shall be so construed as to prevent the stockholders from removing a president and electing another in his place in the manner hereinbefore mentioned.
4105. Calls, how collected. 7. It shall be lawful for the directors to cali in and demand from the stockholders, respectively, any sums of money by them subscribed, in such payment or installments as the directors shall deem proper; and in case the stockholders, or any of them, fail to comply with such request, the directors may either forfeit the stock subscribed upon which the owner is so in default, together with all previous payments made thereon, or they may bring an action against such defaulting subscriber in any Court of competent jurisdiction, and recover against him the amount due upon such stock with costs, and collect the same without relief from valuation and appraisement laws; but before any stockholder shall be deemed to be in default, he shall have thirty days' notice of such call. The subscriptions shall not be required to be paid except in equal installments of not more than ten per cent. per month.
4106. By-laws. 8. The directors of such company shall have power to make by-laws for the management of the stock, property, and business affairs of the company, not inconsistent with the laws of this State, and to prescribe the duties of officers and all other persons that may be employed by them, and for the appointment of the officers for carrying on all business within the object and purpose of the company.
4107. Stock. 9. The stock of the company shall be divided into shares of not less than fifty dollars nor more than one hundred dollars each, and shall be deemed personal property, and shall be transferable in the manner prescribed by the by-laws of the company; but no share shall be transfer. able until all previous calls thereon shall have been fully paid or the share has been forfeited for the non-payment of calls thereon.
4108. Powers. 10. Such company may, by its officers, engineers, and agents, enter upon any portion of such river, within the limits mentioned in their articles of association, and on the lands adjoining thereto on either side of said river, and make such surveys and examinations as may be necessary, being responsible for the damage it may do. And if the effect of the work to be done by such company will improve the navigation of said river, by giving it greater depth of water and slacken its current, it is hereby permitted to form, erect, and set up dams on said portion of said river, so as to throw the water back to the next dam above, but not raising the water so high as to materially reduce the water-power in the dam above. It may also dredge out and excavate the channel of said river to any depth it may see proper; and use all rock, stone, gravel, or earth that it may see proper to take from the channel of said river, upon the dams and embankments or locks that it may construct: Provided, That no dam shall be erected unless the company will simultaneously construct a lock of sufficient size to pass any craft that could be navigated on said river in an ordinary stage of water. The company, however, is hereby authorized to erect such locks of sufficient size to pass the largest boats that can be navigated upon said river in the improved condition the company may make it. Where there are already existing dams on such river, within that portion intended to be improved by such company, without sufficient locks for the improved condition of the navigation of said river, it shall be lawful for said company to erect, at a suitable place near such dam, a lock of sufficient capacity to pass the largest boat above and below said dam that can navigate said river.
4109. Powers. 11. Such company shall have power to purchase and hold all real estate necessary for it upon which to erect dams, locks, or embankments, and, also, all lands that it may overflow by back-water, and to purchase, hold, or convey any other real estate that the company may desire for the use of the hydraulic power that may be created by such dams as the company may erect; and it shall be lawful for such company to cut such races or canals from said dams for hydraulic purposes as it shall see proper, and to rent or sell the property so created upon such terms as the company may deem proper.
4110. Proceedings to appropriate. 12. If the said company shall be unable to procure, by agreement, the lands that will be overflowed by the erection of its dams, or to so procure the lands upon which the company desire to erect and abut its dams and to place its locks or build embankments, the company may appropriate so much land as may be necessary for the purposes aforesaid, and include other lands adjoining thereto that may be necessary for the company to have for constructing or carrying on its work and keeping up and maintaining the same thereafter. The company shall forthwith deposit with the Clerk of the Circuit or other Court of record in the county where the land lies, a description of the land intended to be appropriated, and the rights and interests sought to be acquired; and such land, and such rights and interests therein, shall belong to such company, to use for the purposes specified, by making or tendering payment as hereinafter specified. The corporation may, by its directors or agents, purchase any such land, materials, or interest of the owner of such land, or, in case the same is owned by a person insane or an infant, at a price to be agreed upon by the regularly constituted guardian or parent of said insane person or infant, if the same shall be approved by the Court in which the descrip. tion aforesaid be filed; and on such agreement and approval, the owner, guardian, or parent, as the case may be, shall convey the said premises so purchased, in fee-simple or otherwise, as the parties may agree, to such company; and the deed when made shall be deemed valid. If the corporation shall not agree with the owner of the land or his guardian, or if the owner be incapable of contracting touching the damages sustained by such appropriation, such corporation shall deliver to such owner or guardian, if within the county, a copy of such instrument of appropriation. If the owner (or his guardian in case such owner be incapable of contracting) be unknown, or does not reside within the county, such corporation shall pub. lish in some newspaper of general circulation in the county, for the term of three weeks, an advertisement reciting the substance of such instrument of appropriation. Upon filing such act of appropriation and delivery of such copy, or making such publication, the Circuit Court or other Court of record in the county where the land lies, or any Judge thereof in vacation, upon the application of either party, shall appoint, by warrant, three disinterested freeholders of such county to appraise the damages which the owner of the land may sustain by such appropriation. Such appraisers shall be duly sworn; they