Template Public Michigan RailroadLegislationSourcesThing
State of Michigan, Laws of the Territory of Michigan. (Lansing: by Authority, 1874), III, 960.
AN ACT to incorporate the Detroit and St. Joseph Railroad Company.
Sec. 1. Be it enacted by the Legislative Council of the Territory of Michigan, that John Biddle, John R. Williams, Charles Larned, E. P. Hastings, O. Newberry, D. G. Jones, James Abbott?, John Gilbert, Abel Millington?, Job Gorton?, John Allen?, Anson Brown?, Samuel W. Dexter?, William E. Perrine?, William A. Thompson?, Isaac Crary, O. W. Golden?, Caleb Eldred?, Cyrus Lovel?, Calvin Britain?, and Talman Wheeler?, 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 Detroit and St. Joseph Railroad 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 reasonable notice of the times and places of taking said subscriptions.
Sec. 2. That the capital stock of said Detroit and St. Joseph Railroad Company shall be one and a half million of dollars, in shares of fifty dollars each; and that as soon as one thousand shares of said stock shall be subscribed, the subscribers of said stock, with such other persons as shall associate with them for that purpose, their successors and assigns, shall be and they are hereby created a body corporate and politic, by the name and style of the "Detroit and St. Joseph Railroad Company," with perpetual succession, and by that name 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 shall have, enjoy, and may exercise all the powers, rights, and privileges which appertain to corporate bodies, for the purpose mentioned in this act.
Sec. 3. Said corporation, hereby created, shall have power to construct a single or double railroad from the city of Detroit to the mouth of the St. Joseph River, commencing at Detroit and passing through, or as near as is practicable, to the village of Ypsilanti, and the county seats of the counties of Washtenaw, Jackson, Calhoun, and Kalamazoo, with 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.
Sec. 4. If said corporation shall not, within two years from the passage of this act, commence construction of said railroad, and shall not, within six years from the passage of this act, construct, barter, finish, and put in operation, thirty miles in distance of said railroad, and shall not, within fifteen years from the passage of this act, construct, finish, and put in operation, one-half of the said railroad, and shall not, within thirty years from the passage of this act, complete, and put in operation, the whole of the said railroad, or in the event of a failure of the company to construct the parts of the said railroad, within either of the times above mentioned, then the rights, privileges, and powers of the said corporation, under this act, shall be null and void as to said parts of the said road which are not finished within the times limited by this act, and to them only, the said company shall make return to the Governor, to be laid before the Legislature annually, by the president, and on the oath of the president or treasurer, with a statement of the receipts and expenditures upon the said railroad, together with the costs thereof, and if at any time on such return, the amount divided from the part of said railroad completed, over and above all repairs, shall exceed fourteen per cent on the capital stock paid in, and equal interest from the time of payment, then </div><div id="page 962"> it shall be the duty of said company to complete the next adjoining section, within five years after making such return, or on failure thereof to pay all the surplus moneys arising from the road so completed, over and above the said fourteen per cent, into the treasury of the Territory.
Sec. 5. That whenever one thousand shares of the aforesaid stock shall have been subscribed, if within two years after the passage of this act, the commissioners shall call a general meeting of the subscribers, at such time and place as they may appoint, by giving sixty days' public notice of such public meeting; and at such meeting the commissioners shall lay the subscription books before the subscribers then and there present, and thereupon the subscribers or stockholders, or a majority of them, shall elect nine directors by ballot, a majority of whom shall be competent to manage the affairs of said company; they shall have the power of electing a president of said company, either from amongst the directors or the stockholders, and in said election, and on every occasion wherein a vote of the stockholders is to be taken, every share shall entitle the holder thereof to one vote; and every stockholder may vote himself or by proxy.
(Directors chosen annually)
Sec. 6. That to continue the succession of president and directors of said company, nine directors shall be chosen annually, on the first Monday of October, at such place as may be appointed by the directors, and if any vacancy shall occur by death, resignation, or otherwise, of any president or director, before the year for which he was elected shall have expired, a person to fill such vacant place for the residue of the year may be appointed by the directors of said company, or a majority of them. The directors of the said company shall hold and exercise their offices until a new election of president and directors. All elections which are by this act, or by the by-laws of the company, to be made on any particular day, if not made on such a day, may be made at any time within thirty days thereafter.
(Meetings of the stockholders)
Sec. 7. That a general meeting of the stockholders of said company shall be held annually, at the time and place appointed, for the appointment of president and directors; and a meeting may be called at any time during the interval between said annual meetings, by the president and directors, or by the stockholders owning not less than one-fourth of the whole stock, by giving thirty days' public notice of the time and place of meeting; and when any such meetings are called by the stockholders the notice shall specify the particular object of the call; and if at any meetings thus called a majority in value of the stockholders are not present in person, or by proxy, such meeting shall be adjourned from day to day, not exceeding three days, without transacting any business; and if within said three days stockholders harving a majority of the stock do not attend such meeting, then the same shall be dissolved.
(Annual statements & removal of officers)
Sec. 8. That at the regular annual meetings of the stockholders of said company, 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 the company. And at any called meeting of </div><div id="page 963> the stockholders, a majority of those present in person or by proxy may require similar statements from the president and directors, whose duty it shall be to furnish them, when thus required; and at all general meetings of the stockholders, a majority in value of all the stockholders in said company may remove from office any president, or any of the directors of said company, and may appoint others in their stead.
(Officers to be sworn)
Sec. 9. That every president and director of said company, before President and he acts as such, shall swear or affirm that he will well and truly discharge the duties of his office to the best of his skill and judgement.
(Powers of contract and self-government)
Sec. 10. That the said president and directors, or a majority of them, shall have power to appoint, contract with, and determine the compensation of all such officers, engineers, agents or servants whatsoever, as they may deem necessary for the transaction of the business of the company, and remove them at pleasure; and the said president and directors, or a majority of them, shall have power to determine the manner of adjusting and settling all accounts against the company; also the manner and evidence of transfers of stock in said company, and they shall have power to pass all bylaws which they may deem necessary for carrying into execution all the powers vested in the company hereby incorporated: Provided, Such by-laws shall not be contrary to the laws of this Territory, or of the constitution or laws of the United States.
(Power to build and operate a railroad; eminent domain)
Sec. 11. That the president and directors of said company shall be, and they are hereby invested with all the privileges, rights and powers, necessary for the location, construction, and keeping in repair said railroad, not exceeding one hundred feet in width; and the said president and directors, or their agents, or those with whom they may contract for making said road, or any part of it, may enter upon, use and excavate any land which may be wanted for the site of said railroad, or any other purpose, which is necessary in the construction or repair of said road or its works, so soon as the amount is ascertained, and tendered as hereinafter provided.
(Powers of condemnation) Sec. 12. That the president and directors of said company may agree with the owner or owners of any land, earth, timber, gravel, stone or other materials, or any articles whatsoever which may be wanted, in the construction or repair of said road, or any of its works, for the purchase or occupation of the same ; and if such materials, (not previously taken or appropriated by the owner to any particular use) as may be necessary for the construction or repair of said railroad, be found on any unimproved land, adjoining to or near the same, and if the parties cannot agree, or if the owner or owners of any of them be a feme covert, under age, non compos mentis, or out of the county in which the property wanted may lie, application may be made to any justice of the peace of such county, When and who shall thereupon issue his warrant under his hand and seal, jj^tmanner directed to the sheriff of said county, or if the sheriff be interested, caiied'to vaino to some disinterested person, requiring him to summon a jury of TMninStor7he twelve freeholders in the county, not in any way interested in the roid- matter, or related to the parties, to meet on or near the property or </div><div id="page 964> materials to be valued, on a day named in said warrant, not less than five nor more than ten days after the issuing of the same, and if, at the said time and place, any of the persons summoned do not attend, the said sheriff or summoner shall immediately summon as many as may be necessary, with the persons in attendance as jurors, to furnish a pannel of twelve jurors, and from them, each party, or his or her or their agent, or attorney, or if either be not present in person or by agent, the sheriff or summoner for him, her or them, may strike off three jurors, and the remaining shall act as a jury of inquest of damages; and before they act as such, the sheriff or summoner shall administer to each of them an oath or affirmation, that they will justly and impartially value the damages, which the owner or owners will sustain by the use or occupation of the land, materials, or property required by said company; and the said jury shall reduce their inquisition to writing, and shall sign and seal the same, and it shall then be sent to the clerk of the circuit court of said county, and by said clerk filed in his office, and shall be confirmed by said court at its next session, if no sufficient cause to the contrary be shown; and when confirmed the same shall be recorded by said clerk, at the expense of said company; but if set aside, said court may direct another inquisition to be taken in the manner above prescribed. Said inquisition shall describe the property taken, or the bounds of the laud condemned. Such valuation, when paid or tendered to the owner or owners of said property, his, her, or their legal representatives, shall entitle said company to the estate and interest in the same, thus valued, as fully as if it had been conveyed by the owner or owners of the same, for such term of time as said company shall occupy the same as a railroad; and if the valuation be not received when tendered, it may at any time thereafter be received from the company without cost; and the sheriff or summoners and jurors shall be allowed the ordinary fees for like services, to be taxed by the court.
(Duty of company when road shall cross other roads, etc.)
Sec. 13. That whenever in the construction of said railroad, it shall be necessary to cross or intersect any established road, it shall be the duty of said president and directors so to construct the said railroad across such established road as not to impede the passage or transportation of persons or property along the same, or when it shall be necessary to construct it through the land of any individual, it shall be their duty to provide for such individual proper wagon ways across said road from one part of his land to another.
(Liable to damages for neglect thereof.)
Sec. 14. That if said company shall neglect to provide proper wagon ways across said road, as required by the preceding section of this act, it shall be lawful for any individual to sue said company, and shall be entitled to such damages as a jury may think him or her entitled to, for such neglect or refusal on the part of said company.
(Company may contract for the use of roads or bridges of other corporations, etc)
Sec. 15. That if it shall be necessary for the said railroad company, in the selection of the route, or the construction of the said road, to be by them laid out and constructed, or any part of it, to connect the same with any turnpike road or bridge made or erected </div><div id="page 965"> by any incorporated company, or authorized by any law of this Territory, it shall be lawful for said president and directors to contract with any other corporation for the right to use such road or bridge, or for transfer of any of the corporate or other rights and privileges of such corporation, to the said company hereby incorporated; and every such other corporation, acting under the laws of this Territory, is hereby authorized to make such contract or transfer, by and through the agency of the person authorized, by the respective acts of incorporation, to exercise their corporate powers, or by any persons which are by any law of this Territory entrusted with the management and direction of such turnpike road or bridge, or any of the rights or privileges aforesaid. Every contract or transfer made in pursuance of the power and authority hereby granted, when executed by the several parties, under their respective corporate seals, shall vest in the company hereby incorporated all such rights and privileges, and the right to use and enjoy the same, as fully as they are now used and enjoyed by the said corporations in whom they are now vested.
(locomotives & rolling stock; fares; exclusive use)
Sec. 16. That the said president and directors shall have power to purchase with the funds of the company, and place on any railroad constructed by them under this act, all machines, wagons, carriages or vehicles, of any description which they may deem necessary or proper for the purpose of transportation on said road; and that they shall have power to charge for tolls and transportation such sums as shall be established by the by-laws of the company hereby incorporated, and it shall not be lawful for any other company or any person or persons to transport any passengers, merchandise or property, of any description whatever, along said road, or any part of it, without the license or permission of the said president and directors of said company, and the said road, with all their improvements, works, and profits, and all machinery used on said road for transportation, are hereby vested in said company incorporated by this act, and their successors forever; and the shares deemed shares of the capital stock of said company shall be considered personal property, and shall be transferable agreeably to the bylaws of said company, and subject to be taken on execution agreeably to such laws as are or may thereafter be in force.
(Power to declare dividends)
Sec. 17. That the said president and directors shall annually or semi-annually, declare and make such dividend as they may deem proper, of the net profits from the resources of said company, deducting the necessary current expenses; and they shall make the dividend among the stockholders of said company, in proper proportions to their respective shares.
(Right to seek damages; limits on damages)
Sec. 18. That if any person or persons shall willfully, knowingly, and maliciously, by any means whatever, injure, impair, or destroy any part of the railroad constructed by said company under this act, or any of the necessary works, buildings, or machinery of said company, such person or persons so offending shall each of them for every such offense forfeit and pay to the said company a sum not exceeding three times the amount of damages caused by such offense, which may be recovered in the name of said company, by </div><div id="page 966"> an action of debt in any court having competent jurisdiction in the county wherein the offense shall be committed, and shall also be subject to an indictment; and upon conviction of such offense, shall be punished by fine and imprisonment, at the discretion of the court.
(Territory/State can compel connection to other railroads)
Sec. 19. That the right and privilege is hereby reserved to the Territory, or any company hereafter to be incorporated under the authority of this Territory, to connect with the road hereby provided for, any other railroad leading from the main route, to any part or parts of the Territory: Provided, That in forming such connection no injury shall be done to the works of the company hereby incorporated: Provided further, That the said company or companies so connecting may have the free use of said road by paying such a tariff of tolls as may be established by the Legislature; and this corporation shall be entitled to the same rights and privileges to any and all roads hereafter connected.
(Territory/State has right to purchase railroad)
Sec. 20. That the Territory shall have the right at any time after the expiration of twenty years from the completion of said railroad, to purchase and hold the same for the use of the Territory, at a price not exceeding the original cost of said road, and fourteen per cent thereon; of which cost an accurate account shall be kept and submitted to the legislative council, duly attested by the oath of the officers of said company, whenever, and as often as said council shall require the same.
Sec. 21. That this act shall be favorably construed to effect the * purposes thereby intended; and the same is hereby declared to be a public act; and copies thereof, printed by authority of the Territory, shall be received as evidence thereof.
Approved June 29, 1832.
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