Act of March 11, 1837, Ses. Acts 1836-7, ch. 118. constructed with as many sets of tracks as they may deem necessary; and also to make and construct all works whatsoever which may be necessary and expedient in order to the proper completion of such rail-road. The president and directors shall be authorized first to defray with any moneys which may be received by them, the expenses of stationary and advertising incurred, and of the preliminary surveys for the rail-road, made prior to the organization of the company, should they deem the same reasonable and just; they shall have power to make contracts with any person or persons, on behalf of the company, for making the rail-road, and performing all other works respecting the same, which they shall judge necessary and proper. They shall also have power to receive subscriptions for the residue of any shares required to make up the capital stock of the company, or any increase thereof authorized by law; to require from the stockholders, from time to time, such advances of money on their respective shares as the wants of the company may demand, until the whole of their subscriptions shall be paid up; to call on any emergency, a general meeting of the stockholders, giving one month's notice thereof in some newspaper printed at or nearest the place appointed for the general meetings of the company; to appoint a treasurer, clerk, and such other officers as they may require, to sign and settle all accounts, and to transact all the business of the company during the intervals between the meetings, agreeably to the provisions of this act, and the by-laws and special directions of the stockholders. 7. 8. If any stockholder shall fail to pay any requisition upon his stock, called for by the president and directors, within one month after the same shall have been advertised in the manner herein before mentioned, it shall and may be lawful for the president and directors to sell at public auction, and to convey to the purchaser, on payment of the purchase money, the share or shares of such stockholder, giving one month's previous notice of the time and place of sale in manner aforesaid; and after retaining the sum due, with interest thereon, and all charges of the sale, out of the proceeds thereof, they shall pay the surplus over to the former owner, or his legal representative; and if the said sale shall not produce the sum due on said share or shares, with the interest and incidental charges aforesaid, then the president and directors may recover the balance from the original proprietor or his assignee, or the executor or administrator of either of them, by motion, on ten days notice, before any magistrate or court of the county, city, town or borough in which he may reside, having jurisdiction thereof; or in case he shall have no fixed place of residence in the state, then before any magistrate or court of the county, city, town or borough in which the principal office of the company may be; and any purchaser of stock under such sale, shall be subject to the same rules and regulations as the original proprietor; or the said president and directors may, at their election, before a sale of the stock as aforesaid, proceed from time to time to recover from such stockholder the sum or sums so required to be paid upon his subscription, by motion, on ten days notice, before the court of the county of which he is an inhabitant, or by warrant before a justice of the peace of such county having jurisdiction thereof. 8. § 9. Previously to the institution, and during the pendency of proceedings for ascertaining the damages to the proprietor for the condemnation of his land for the use of the company, the president and directors, their officers, agents and servants, shall have full power and authority to enter upon all lands and tenements through which they may desire to conduct their rail-road, and to lay out the same according to their pleasure, so that no dwelling-house, or space within sixty feet of one, belonging to any person, be invaded without his consent, and if they think the interest of the company requires it, to take Act of March 11, 1837, Ses. Acts 1836-7, ch. 118. possession thereof for the purposes of the company; and also to enter upon, lay out, and take possession of such contiguous land as they may desire to occupy as sites for toll-houses, warehouses, depots, engine sheds, stables, workshops, and other buildings for the necessary accommodation of their officers, agents and servants, their horses, mules and other cattle, and for the protection of the property committed to their care: Provided, That the land so laid out and occupied on the general line of the rail-road shall not exceed, except in deep cuts and fillings, eighty feet in width; that the adjoining land for the sites of buildings shall not exceed one acre and an half in any one parcel. The president and directors shall describe by certain limits the land which they desire to occupy for any of the purposes aforesaid; and it shall be lawful for them to purchase the land so laid out, or any part thereof. If the president and directors cannot agree with the owner or owners of the lands so entered on and laid out, on the terms of purchase, it shall be lawful for them to apply to the court of the county in which such land or the greater part thereof may lie; or in case they fail, within twenty days after they shall have taken possession of said land, to make such application; or if, having made the same, they shall fail to prosecute the proceedings thus commenced, diligently to a conclusion, it shall be lawful for the proprietor of the land to make similar application; and upon such application by either of the said parties, the court shall appoint five discreet, intelligent, disinterested and impartial freeholders, to assess the damages to the owner, from the condemnation of his land for any of the purposes aforesaid. No such appointment, however, shall be made, unless ten days previous notice of the application shall have been given to the said president and directors, or to any one of them, if the proceedings shall be instituted by the proprietor of the land, or if they shall be instituted by the president and directors, then like notice shall be given to the owner of the land, or to the guardian if the owner be an infant, or to the committee, the owner being non compos mentis, if such owner, guardian or committee can be found within the county; or, if he cannot be so found, then such appointment shall not be made, unless notice of the application shall have been published at least one month next preceding, in some newspaper printed as convenient as may be to the courthouse of the county, and shall have been posted at the door of the courthouse on the first day at least of the next preceding term of said court. A day for the meeting of the said freeholders to perform the duty assigned them, shall be designated in the order appointing them; and any one or more of them attending on that day may adjourn, from time to time, until their business shall be finished. Of the five freeholders so appointed, any three or more may act, after having been duly sworn or solemnly affirmed before some justice of the peace, that they will, impartially and justly, to the best of their ability, ascertain the damages which will be sustained by the proprietor of the land from the condemnation thereof for the use of the company, and that they will truly certify their proceedings thereupon to the court of the said county. 9. § 10. It shall be the duty of the said freeholders, in pursuance of the order appointing them, to assemble on the land proposed to be condemned, and after viewing the same and hearing such proper evidence as either party may offer, they shall ascertain, according to the best of their judgment, the damages which the proprietor of the land will sustain by the condemnation thereof for the use of the company. In performing this duty, they shall consider the proprietor of the land as being the owner of the whole fee simple interest therein; they shall take into consideration the quantity and quality of the land to be condemned, the additional fencing which will be required thereby, and all other inconveniences which will result to the proprietor from the condemnation thereof; and shall combine therewith a just regard to the ad Act of March 11, 1837, Ses. Acts 1836-7, ch. 118. vantages which the owner of the land will derive from the construction of the rail-road for the use of which his land is condemned: Provided, That not less than the actual value of the land, without reference to the location and construction of the road, shall be given by the commissioners. freeholders 10. § 11. When the said freeholders shall have agreed upon the amount of damages, they shall forthwith make a written report of their proceedings, under their hands and seals, in substance as followeth: "We appointed by an order of the county court of for the purpose of ascertaining the damages which would be sustained by the proprietor of certain lands in the said county, which the president and directors of the company propose to condemn for their use, do hereby certify, that we met together on the land aforesaid, on the day of the day appointed therefor by the said order, (or the day to which we were regularly adjourned from the day appointed for our meeting by the said order,) and that having been first duly sworn, and having viewed the premises, we proceeded to estimate the quantity and quality of the land aforesaid, the quantity of additional fencing which would probably be occasioned by its condemnation, and all other inconveniences which seemed to us likely to result therefrom to the proprietor of said land; that we combined with these considerations, as far as we could, a just regard to the advantages which would be derived by the proprietor of said land from the construction of the rail-road, for the use of which the said land is to be condemned: that under the influence of these considerations, we have estimated and do hereby assess the damages aforesaid, at the sum of Given under our hands and seals, this At the foot of the report so made, the magistrate before whom the said freeholders were sworn or affirmed, shall make a certificate in substance as follows: day of county, to wit: 1, a justice of the peace for said county, do hereby certify, that the above named freeholders, before they executed their duties as above certified, were solemnly sworn (or affirmed) before me, that they would impartially and justly, to the best of their ability, ascertain the damages which would be sustained by the above named from the condemnation of the above mentioned land for the use of the company, and that they would certify truly their proceedings thereupon to the court of the said county. Given under my hand this day of 11. § 12. The report of the freeholders so made, together with the certificate of the magistrate as aforesaid, shall be forthwith returned by the said freeholders to the court of the county; and unless good cause be shewn against the report, it shall be confirmed by the court, and entered of record. But if the said report shall be disaffirmed, or if the said freeholders, being unable to agree, shall report their disagreement, or if from any other cause they should fail to make a report within a reasonable time after their appointment, the court may, at its discretion, as often as may be necessary, supersede them, or any of them, appoint others in their stead, and direct another view and report to be made, in the manner above prescribed. In default of the payment or tender of the amount of damages so assessed, to the proprietor, or of the payment of the same into court, when, for good cause shewn, the court shall have so ordered it, the court shall render judgment in favour of such proprietor for the amount of said damages, and double costs; and may thereupon either compel the company to pay the same into court, or award process of execution therefor, as to them may seem right. And when such judgment shall be satisfied by the payment of the money into court, or otherwise, the title of the land for which such damages were assessed, shall be vested in the company in the same manner as if the proprietor had sold and conveyed it to them. Act of March 11, 1837, Ses. Acts 1836-7, ch. 118. 12. § 13. In the mean time, no order shall be made and no injunction shall be awarded by any court or judge, to stay the proceedings of the company in the prosecution of their works, unless it be manifest that they, their officers, agents or servants, are transcending the authority given them by this act, and that the interposition of the court is necessary to prevent injury that cannot be adequately compensated in damages. 13. 14. The president and directors, for the purpose of constructing their rail-road as aforesaid, and the works necessarily connected therewith, or of repairing the same, after they shall have been made; or of enlarging or otherwise altering the same, shall be at liberty, by themselves, their officers, agents and servants, at any time, to enter upon any convenient lands, and to cut, quarry, dig, take and carry away therefrom, any wood, stone, gravel or earth, which they may deem necessary: Provided however, That they shall not, without the consent of the owner, cut down any fruit tree, or any tree preserved in any field or lot for shade or ornament, or take any timber, gravel, stone or earth, constituting any part of any fence or building. For all wood, stone, gravel or earth, taken under authority of this act, and for incidental injuries done to the enclosures, crops, woods or grounds, in taking or carrying away the same, the president and directors shall make to the owner a fair and reasonable compensation, to be ascertained, if the parties cannot agree, by any three impartial, intelligent and disinterested freeholders, who being appointed for that purpose, by any justice of the peace, thereto required by either of the parties, shall be sworn by him, and shall then ascertain the compensation, upon their own view of the grounds, and of the wood, stone, gravel or earth, which may have been taken therefrom, and the injury done as aforesaid in taking them: Provided however, That it shall be the duty of the party making the application, to shew to the justice of the peace that ten days previous notice of the time of making the same has been given to the other party, or to some one of them; and no award which may be given under any appointment without such notice shall be obligatory or binding on the other party; and either party not satisfied with the award, may appeal to the court of the county, which may, at its discretion, confirm the said award and enter it of record, or, as often as they may deem it necessary, may supersede the said freeholders, or any of them, appoint others in their stead, and direct another view and award to be made in the manner aforesaid. If any justice of the peace, or any freeholder, shall fail to perform the duties assigned to them respectively, as prescribed in this section, upon being thereto required by either party as aforesaid, such justice or freeholder shall forfeit and pay to the party making application a sum not exceeding twenty-five dollars, to be recovered, by motion, on ten days notice, before the court of the county of which he is an inhabitant; and shall, moreover, be liable to the action of the party aggrieved. 14. § 15. If the president and directors, on entering upon the land of any person under authority of this act, shall, by themselves or their officers, do any wanton or wilful injury to such land or its appurtenances, or the crops, growing or gathered, or to any other property thereon, the company shall pay to the persons so injured, double the amount of damages, which shall be assessed by a jury, in any proper action therefor; and if such injury be done by any person or persons who have contracted with the company for the construction of any of their works, or by any persons in their employment, such contractor or contractors shall be responsible to the injured party in the like amount; and in any action brought for the purpose, the defendant may be held to bail upon affidavit before any judge or justice of the peace, that there is good cause to believe that he will leave the commonwealth before a final judgment can be obtained. Act of March 11, 1837, Ses. Acts 1836-7, ch. 118. 15. § 16. Whenever, in the construction of any rail-road, it shall be necessary to cross or intersect any established road or way, it shall be the duty of the president and directors so to construct their rail-road across such established road or way as not to impede the passage or transportation of persons or property along the same. And where it shall be necessary to pass through the land of any person, it shall be their duty to provide for such person, and keep in proper repair, proper wagon ways across their rail-road from one part of his land to another: Provided however, That in order to prevent the frequent crossing of established roads or ways, or any interference with the same, by the railroad, it may be lawful for the president and directors to change the said established road or way at points where they may deem it expedient to do so; that for entering or taking any lands which may be necessary therefor, they shall be, and are hereby authorized to proceed under the provisions of this act, as in the case of land necessary for their rail-road: And provided further, That previous to making any such change, the said company shall make and prepare a road equally good with the portion of the road proposed to be changed. But nothing herein contained shall be so construed as to require the company to keep in repair the portion of any road which they may have changed as aforesaid. 16. § 17. An annual meeting of the stockholders of the company shall be held at such time and place as the stockholders may from time to time appoint; to constitute which, or any general meeting called according to the provisions of this act, the presence of proprietors entitled to a majority of all the votes which could be given by all the stockholders, shall be necessary, either in person or by proxy properly authorized; and if a sufficient number do not attend on that day, or on any day appointed for a meeting, called by the president and directors, those who do attend may adjourn from time to time until a meeting shall be had. 17. 18. In counting all votes of the company, each stockholder shall be allowed one vote for each share not exceeding ten shares, and one vote for every ten shares above ten by him held at the time in the stock of the company. No stockholder shall be allowed to vote at any election after the first, upon any stock which may have been assigned to him at any time within thirty days prior to the time appointed for such election. 18. § 19. The president and directors shall render distinct accounts of their proceedings, and disbursements of money, to the annual meeting of the stockholders, and to the president and directors of the Board of public works. 19. 20. The works of the company shall be executed with diligence, and if they be not commenced within two years after the passage of the act of incorporation, and finished within the period which may be therein prescribed; and in case the company, at any time after the said road is completed, shall abandon the same, or cease to use and keep it in proper repair, so that it shall fail to afford the intended accommodation to the public for three successive years, then and in that case also their charter shall be annulled as to the company, and the state of Virginia may take possession of the said rail-road and works, and the title thereto shall be vested in the said state so long as it shall maintain the same in the state and manner required by said charter; otherwise the lands over which the said road shall pass shall revert to and be vested in the person or persons from whom they were taken, by concession or inquisition, as aforesaid, or their heirs or assigns. 20. § 21. When payment for the stock of any subscriber or stockholder shall be fully made, the president and directors shall deliver one or more written or printed certificates of such stock, signed by the president and countersigned by the treasurer, under the seal of the company, to such subscriber or |