Capital stock, directors, &c.

Powers of the president and directors.

Assessments.

Proceedings in

case of neglect to pay assess

ments.

Proviso.

By-laws.

SECT. 2. Be it further enacted, That the capital stock of said corporation shall consist of four thousand shares, and the immediate government and direction of the affairs of the said corporation shall be vested in a board of not less than five directors, who shall be chosen by the members of the corporation, in the manner hereafter provided, and shall hold their offices until others shall be duly elected and qualified to take their place as directors; and the said directors, a majority of whom shall form a quorum for the transaction of business, shall elect one of their own number to be president of the board, who shall also be president of the corporation; and shall have authority to choose a clerk, who shall be sworn to the faithful discharge of his duty; and a treasurer, who shall give bonds to the corporation with sureties to the satisfaction of the directors, in a sum not less than twenty thousand dollars, for the faithful discharge of his trust.

SECT. 3. Be it further enacted, That the president and directors for the time being are hereby authorized and empowered, by themselves or their agents, to exercise all the powers herein granted to the corporation, for the purposes of locating, constructing and completing said rail-road; and for the transportation of persons, goods and merchandize thereon; and all such other powers and authority for the management of the affairs of the corporation, not heretofore granted, as may be necessary and proper to carry into effect the objects of this grant; to purchase and hold land, materials, engines, cars and other necessary things, in the name of the corporation, for the use of said road, and for the transportation of persons, goods and merchandize; to make such equal assessments, from time to time, on all the shares in said corporation, as they may deem expedient and necessary in the execution and progress of the work, and direct the same to be paid to the treasurer of the corporation; and the treasurer shall give notice of all such assessments. And in case subscriber shall neglect to pay his assessment for the space of thirty days after due notice by the treasurer of said corporation, the directors may order the treasurer to sell such share or shares at public auction, after giving due notice thereof, to the highest bidder, and the same shall be transferred to the purchaser. And such delinquent subscriber shall be held accountable to the corporation for the balance, if his share or shares shall sell for less than the assessments due thereon, with interest and costs of sale; and shall be entitled to the overplus, if his share or shares shall sell for more than the assessments due, with interest and the costs of sale: provided, however, that no assessments shall be laid upon any shares in said corporation, of a greater amount in the whole than one hundred dollars on each share.

any

SECT. 4. Be it further enacted, That the said corporation shall have power to make, ordain and establish all such by-laws, rules, regulations and ordinances as they shall deem expedient and necessary to accomplish the designs and purposes, and to carry into effect the provisions of this act, and for the well ordering, regulating and securing the interests and affairs of the

corporation provided, the same be not repugnant to the constitution and laws of the Commonwealth.

SECT. 5. Be it further enacted, That a toll be, and hereby Tolls. is granted and established, for the sole benefit of said corporation, upon all passengers and property of all descriptions, which may be conveyed or transported upon said road, at such rates per mile as may be agreed upon and established, from time to time, by the directors of said corporation. The transportation of persons and property, the construction of wheels, the forms of cars and carriages, the weight of loads, and all other matters and things in relation to the use of said road, shall be in conformity to such rules, regulations and provisions as the directors shall, from time to time, prescribe and direct; and said road may be used by any persons who shall comply with such rules and regulations: provided, however, that if, at the expiration of ten years from and after the completion of said road, the net income or receipts from tolls, and other profits, taking the ten years aforesaid as the basis of calculation, shall have amounted to more than ten per cent. per annum upon the cost of the road, then the Rate of toll may Legislature may take measures to alter and reduce the rate of be altered. tolls, and other profits, in such manner as to take off the overplus for the next ten years, calculating the amount of transportation upon the road to be the same as the ten preceding years; and at the expiration of every ten years thereafter the same proceedings may be had provided, further, that the Legislature shall not, at any time, so reduce said tolls, and other profits, as to produce less than ten per centum per annum upon the cost of said road, without the consent of said corporation.

SECT. 6. Be it further enacted, That the directors of said Gates, &c. and corporation, for the time being, are hereby authorized to erect reports to the Legislature. toll-houses, establish gates, appoint toll-gatherers, and demand toll upon the road when completed, and upon such parts thereof as shall, from time to time, be completed; and they shall, from year to year, make a report to the Legislature, under oath, of their acts and doings, receipts and expenditures, under the provisions of this act; and their books shall at all times be open to the inspection of any committee of the Legislature appointed for that purpose; and if said corporation shall unreasonably neglect or refuse to make such report, at the expiration of every year after the opening of said rail-road, for every such neglect or refusal they shall forfeit and pay, to the use of the Commonwealth, a sum not exceeding ten thousand dollars, to be recovered by action or indictment, in any court of competent jurisdiction.

SECT. 7. Be it further enacted, That the said corporation Damages. shall be holden to pay all damages that may arise to any person or persons, corporation or corporations, by taking their land for said rail-road, when it cannot be obtained by voluntary agreement, to be estimated and recovered in the manner provided by law for the recovery of damages happening by the laying out of high

ways.

SECT. 8. Be it further enacted, That when the lands or

mentis, &c.

Lands of per- other property or estate of any femme covert, infant or person sons non compos non compos mentis, shall be necessary for the construction of said rail-road, the husband of such femme covert, and the guardian of such infant or person non compos mentis, may release all damages for any land or estates taken and appropriated as aforesaid, as they might do if the same were holden by them in their own right respectively.

Penalties for

ries.

SECT. 9. Be it further enacted, That if any person shall malicious inju- wilfully, maliciously or wantonly, and contrary to law, obstruct the passage of any carriage on said rail-road, or in any way spoil, injure or destroy said rail-road, or any part thereof, or any thing belonging thereto, or any material or implements to be employed in the construction or for the use of said road, he, she or they, or any person or persons assisting, aiding or abetting in such trespass, shall forfeit and pay to said corporation, for every such offence, treble such damages as shall be proved before the justice, court or jury before whom the trial shall be had to be sued for and recovered before any justice, or in any court proper to try the same, by the treasurer of the corporation, or other officer whom they may direct, to the use of said corporation. And such offender or offenders shall be liable to indictment by the grand inquest for the county within which such trespass shall have been committed, for any offence or offences contrary to the above provisions, and on conviction thereof before any court of competent jurisdiction to try the same, shall pay a fine not exceeding one hundred dollars and not less than thirty dollars, to the use of the Commonwealth, or may be imprisoned for a term not exceeding one year, at the discretion of the court before whom the conviction may be had.

Annual meeting.

SECT. 10. Be it further enacted, That the annual meeting of the members of said corporation shall be holden on the first Wednesday of July, at such time and place as the directors, for the time being, shall appoint; at which meeting the directors shall be chosen, by ballot, each proprietor being entitled to as Right of voting. many votes as he holds shares: provided they do not amount to more than one tenth part of the whole number. And the three persons first named in this act, or any two of them, are hereby authorized to call the first meeting of said corporation, by giving notice in the Daily Advertiser, published in Boston, and the Lowell Journal, published in Lowell, of the time, place and purpose of such meeting, at least ten days before the time mentioned in such notice.

How rail-road shall be constructed across

SECT. 11. Be it further enacted, That if the said rail-road should in the course thereof cross any private way, the said corprivate or pub- poration shall so construct said rail-road, as not to obstruct the lic ways. safe and convenient use of such private way, and if said rail-road shall not be so constructed, the party aggrieved shall be entitled to his action on the case in any court proper to try the same, and shall recover reasonable damages for such injury; and if the said rail-road shall in the course thereof cross any canal, turnpike, or other highway, the said rail-road shall be so constructed as not to

impede or obstruct the safe and convenient use of such canal, turnpike, or other highway. And the said corporation shall have the power to raise or lower such turnpike, highway, or private way, so that the said rail-road, if necessary, may conveniently pass under or over the same. And if said corporation shall raise or lower any such turnpike, highway or private way, pursuant thereto, and shall not so raise or lower the same as to be satisfactory to the proprietors of such turnpike, or to the selectmen of the town in which said highway or private way may be situate, as the case may be, said proprietors or selectmen may require, in writing, of said corporation, such alteration or amendments as they may think necessary; and if the required amendment or alteration be reasonable and proper in the written opinion of the county commissioners for the county in which such alteration or amendment shall be required, and the said corporation shall unnecessarily and unreasonably neglect to make the same, such proprietors or selectmen, as the case may be, may proceed to make such alteration or amendment, and may institute and prosecute to final judgment and execution, in any court proper to try the same, any action of the case against said corporation, and shall therein recover a reasonable indemnity in damages, for all charges, disbursements, labor and services occasioned by making such alteration or amendments, with costs of suit.

Boston and

SECT. 12. Be it further enacted, That said Boston and On- Corporation tario Rail-road Corporation shall have a right to enter upon and may use the use the rail-road hereafter to be constructed by the Boston and Lowell railLowell Rail-road Corporation, paying therefor such a rate of toll road, &c. as the Legislature may, from time to time, prescribe, and complying with such rules and regulations, as may be established by said Boston and Lowell Rail-road Corporation, agreeably to the act incorporating the same. And no other rail-road, than the one hereby granted, shall, within thirty years from the passing of this act, be authorized to be made, leading from said Lowell, or from Dracut or Chelmsford, in the county of Middlesex, to any place within five miles of the northern or western termination of the rail-road hereby granted.

through other

SECT. 13. Be it further enacted, That the said Boston and Rail-road may Ontario Rail-road Corporation shall have full power and authority be extended to extend the said rail-road from the line of this Commonwealth, states. within and through the states of New Hampshire, Vermont and New-York, or either of them, whenever the said states or either of them shall have granted to said corporation power and authority so to do; and for that purpose said corporation may have and receive from said states, or either of them, the power and authority so to extend said rail-road, with such reasonable and proper restrictions, qualifications and conditions, as may be required by said states, or either of them, and agreed to by the stockholders. of said corporation, at a meeting duly called for that purpose. And to enable said corporation so to extend said rail-road, the capital stock of said corporation may be increased and enlarged by new shares, so far as may be necessary to defray the expense

Special meetings.

Conditions of this act.

Bridges.

Chap. 58.

1822 ch. 44.

Additional

of so extending said rail-road through said states, or either of them, and other charges and expenses incident thereto.

SECT. 14. Be it further enacted, That the president and directors may call special meetings of the stockholders, for such purposes, and at such times and places as they may judge expedient, giving notice thereof in such manner as the corporation, by their by-laws, shall prescribe, at least ten days previously to the time of said meeting. And assessments may be laid and collected upon such shares as are subscribed for, at any time before the whole stock and shares shall be subscribed for and taken up. SECT. 15. Be it further enacted, That if said corporation shall not have been organized, and the location of the route of said rail-road filed with the county commissioners for the county of Middlesex, previously to the first day of September, in the year of our Lord one thousand eight hundred and thirty-three; or if the said corporation shall fail to complete the said rail-road on or before the first day of September, in the year of our Lord one thousand eight hundred and thirty-six; in either of said cases this act shall be null and void.

SECT. 16. Be it further enacted, That said rail-road company shall constantly maintain, in good repair, all bridges, with their abutments and embankments, which they may construct for the purpose of passing their rail-road over any canal, turnpike or other highway, or any private way; or for passing such private way, turnpike, or other highway, over said rail-road. [June 22, 1831.]

An ACT in addition to an Act to establish the Taunton Manufacturing Company. BE it enacted by the Senate and House of Representatives, in General Court assembled, and by the authority of the same, That it shall be lawful for the Taunton Manufacturing Company powers granted. to carry on the business of bleaching, and of printing cottons, muslins and silks, and also to hold real estate, not exceeding the value of two hundred thousand dollars, and personal estate, not exceeding two hundred thousand dollars, in addition to the estate of which they are now permitted by law to be seized and possessed. [June 22, 1831.]

Chap. 60.

Persons incorporated.

An ACT to incorporate the New England Iron Works.

SECT. 1. BE it enacted by the Senate and House of Representatives, in General Court assembled, and by the authority of the same, That Moses Whiting and Lincoln Newton, second, together with such other persons as may become associates with them, their successors and assigns, be, and they hereby are created a body corporate, by the name of the New England Iron Works, for the purpose of manufacturing and working iron, steel and other metals, and machinery, and using and improving the same, and carrying on the business thereof at Boston, in the Powers and du- county of Suffolk; and for this purpose shall have all the powers and privileges, and shall be subject to all the duties and requirements, contained and provided in an act, passed on the twentythird day of February, in the year of our Lord one thousand

ties.