An Act to Incorporate the Baltimore and Ohio Rail Road Company

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An Act to Incorporate the Baltimore and Ohio Rail Road Company. Passed Feb 28, 1827
1. Be it enacted by the General Assembly of Maryland, That Isaac M'Kim, Thomas Ellicott, Joseph W. Patterson, John M'Kim, junior, William Stewart, Talbot Jones, Roswell L. Colt, George Brown, and Evan Thomas, 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 Baltimore and Ohio Rail Road Company, hereby incorporated; and they, or a majority of them, may cause books to be opened at such times and places as they may direct, for the purpose of receiving subscriptions to the capital stock of said company after having given such notice of the times and places of opening the same as they may deem proper; and that upon the first opening of said books, they shall be kept open for at least ten successive days, from ten o'clock A. M. until two o'clock P. M. and if at the expiration of that period such subscription to the capital stock of said company, as is necessary to its incorporation, shall not have been obtained, the said commissioners, or a majority of them, may cause the said books to be opened, from time to time, after the expiration of the said ten days, for the space of twelve months thereafter, or until the sum necessary to the incorporation of the company shall be subscribed, if sooner subscribed; and if any of the said commissioners shall die, resign, or refuse to act, during the continuance of the duties devolved upon them by this act, another may be appointed in his stead by the remaining commissioners, or a majority of them. Commissioners to open books for subscriptions
2. And be it enacted, That the capital stock of the said Baltimore and Ohio Rail Road Company, shall be three millions of dollars, in shares of one hundred dollars each, of which ten thousand shares shall be reserved for subscription by the state of Maryland, and five thousand for the city of Baltimore, for the space of twelve months after the passage of this act by the legislature of Maryland, and the remaining fifteen thousand shares may be subscribed for by any other corporation or by individuals; and that as soon as ten thousand shares of the said capital stock shall be subscribed, the subscribers of the said stock, their successors and assigns, shall be, and they are hereby declared to be, incorporated into a company, by the name of The Baltimore and Ohio Rail Road Company, and by that name shall be capable in law of purchasing, holding, selling, leasing and conveying, estates real, personal and mixed, so far as shall be necessary for the purposes hereinafter mentioned, and no further; and shall have perpetual succession, and by said corporate name may sue and be sued, and may have and use a common seal, which they shall have power to alter or renew at their pleasure, and shall have, enjoy and may exercise, all the powers, rights and privileges, which other corporate bodies may lawfully do, for the purposes mentioned in this act. Capital stock—-subscribers incorporated
3. And be it enacted, That if more than fifteen thousand shares shall be subscribed to the capital stock of said company, not reserved to the state of Maryland, or to the city of Baltimore, the said commissioners, or a majority of them, shall reduce the subscription to fifteen thousand shares, by striking off from the largest number of shares in succession, until the subscriptions are reduced to fifteen thousand shares, or all the subscriptions to one share; and if there be still an excess, then lots shall be drawn by the commissioners to determine who are to be excluded. If more than 15,000 shares subscribed, how to be reduced
4. And be it enacted, That upon every such subscription, there shall be paid at the time of subscribing to the said commissioners, or to their agents, appointed to receive such subscriptions, the sum of one dollar on every share subscribed, and the residue thereof shall be paid in such instalments, and at such times, as it may be required by the president and directors of said company; Payments, how to be made
Provided, that not more than one third of the subscription be demanded in any one year from the commencement of the work, nor any payment demanded until at least sixty days public notice of such demand shall have been given by the said president and directors; and if any subscriber shall fail or neglect to pay any instalment, or part of said subscription, thus demanded, for the space of sixty days next after the time the same shall be due and payable, the stock, on which it is demanded, shall be forfeited to the company, and may be sold by the said president and directors for the benefit of the company; but the president and directors may remit any such forfeiture on such terms as they shall deem proper. Proviso
5. And be it enacted, That if the subscription herein made necessary to the incorporation of the said company, shall not be obtained within twelve months after the first opening of the subscription books by the said commissioners, this act, and all the subscriptions under it, shall be null and void; and the said commissioners, after discharging the expenses of opening the books, shall return the residue of the money, paid in upon such subscriptions, to the several subscribers, in proper proportions to the sums respectively paid in by them. If necessary subscription is not obtained in 12 months, act to be void
6. And be it enacted, That at the expiration of the ten days for which the books are first opened, if ten thousand shares of said capital stock shall have been subscribed, or if not, as soon thereafter as the same shall be subscribed, if within one year after the first opening of the books, the said commissioners, or a majority of them, shall call a general meeting of the subscribers, at such time and place as they may appoint, and shall give at least twenty days public notice thereof; and at such meeting the said commissioners shall lay the subscription books before the subscribers then and there present, and thereupon the said subscribers, or a majority of them, shall elect twelve directors, by ballot, to manage the affairs of said company; and these twelve directors, or a majority of them, shall have the power of electing a president of said company, either from among the directors, or others, and of allowing him such compensation for his services as they may deem proper; and that in said election, and on all other occasions wherein a vote of the stockholders of said company is to be taken, each stockholder shall be allowed one vote for every share owned by it, him or her, and every stockholder may depute any other person to vote and act for it, him or her, as its, his or her proxy, and the commissioners aforesaid, or any three or more of them, shall be judges of the said first election of directors. General meeting—-Directors
7. And be it enacted, That to continue the succession of the president and directors of said company, twelve directors shall be chosen annually, on the second Monday of October in every year, in the city of Baltimore, by the stockholders of said company, and that the state of Maryland, and the city of Baltimore, may each appoint one additional director of said company for every twenty -five hundred shares of stock of said company by them respectively owned at the time of such election, but shall not be permitted to vote upon their stock in the election of the directors by the stockholders, in general meeting; and that the directors of said company, or a majority of them, shall have power to appoint judges of all elections, and to elect a president of said company, either from amongst the directors, or others, and to allow him such compensation for his services as they may deem proper; and if any vacancy shall occur by death, resignation, or refusal to act, of any president or director, before the year for which he was elected has expired, a person to fill such vacant place, for the residue of the year, may be appointed by the president and directors of said company, or a majority of them; and that the president and directors of the company shall hold and exercise their offices until a new election of president and directors; and that all elections which are by this act, or the by-laws of said company, to be made on a particular day, or at a particular time, if not made on such day, or at such time, may be made at any time within thirty days thereafter. Directors to be chosen annually——Vacancies
8. And be it enacted. That a general meeting of the stockholders of said company shall be held annually, at the time and place appointed for the election of the president and directors of said company; that they may be called at any time during the interval between said annual meetings by the president and directors, or a majority of them, or by the stockholders owning at least one fourth of the whole stock subscribed, upon giving thirty days public notice of the time and place of holding the same; and when any such meetings are called by the stockholders, such notice shall specify the particular object of the call; and if at any such called meetings a majority (in value) of the stockholders of said company are not present, in person or by proxy, such meetings shall be adjourned from day to day, without transacting any business, for any time not exceeding three days, and if within said three days, stockholders having a majority (in value) of the stock subscribed do not thus attend, such meeting shall be dissolved. General meeting of stockholders to be held annually
9. And be it enacted, 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; that at any called meetings of the stockholders, a majority of those present may require similar statements from the president and directors, whose duty it shall be to furnish them when thus required, and that 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. Statement of the affairs of company to be exhibited
10. And be it enacted, That every president and director of said company, before he acts as such, shall swear, or affirm, as the case may be, that he will well and truly discharge the duties of his said office, to the best of his skill and judgment. Directors to take an oath
11. And be it enacted, That if any of the said fifteen thousand shares of the capital stock of said company, not reserved to the city of Baltimore, or to the state of Maryland, shall remain unsubscribed until the organization of the said company, or if the shares of said capital stock herein before reserved to the said state or city, or any part of them, shall be subscribed by said state or city respectively, during the time for which such stock is reserved for them, in either case the president and directors of the said company, or a majority of them, shall have power to open books, and to receive subscriptions to any of the capital stock of said company which may thus remain unsubscribed for, or to sell or dispose of such unsubscribed stock for benefit of the company, for any sum not under its par value; and the purchasers or subscribers of such stock shall have all the rights, powers and privileges, of original subscribers, and shall be subject to the same regulations. Stock unsubscribed may be sold
12. And be it enacted, That the said president and directors, or a majority of them, may appoint all such officers, engineers, agents or servants whatsoever, as they may deem necessary for the transaction of the business of the company, and may remove any of them at their pleasure; that they, or a majority of them, shall have power to determine, by contract, the compensation of all the engineers, officers, agents or servants, in the employ of said company, and to determine by their by-laws, the manner of adjusting and settling all accounts against the company, and also the manner and evidence of transfers of stock in said company; and that they, or a majority of them, shall have power to pass all by-laws, which they may deem necessary or proper for exercising all the powers vested in the company hereby incorporated, and for carrying the objects of this act into effect; President and directors—-—-their powers
Provided only, that such by-laws shall not be contrary to the laws of the United States, or the laws of any of the states assenting to this act, or any of the provisions of this act. Proviso
13. And be it enacted, That if the capital stock of said company shall be deemed insufficient for the purposes of this act, it shall and may be lawful for the president and directors of said company, or a majority of them, from time to time, to increase the said capital stock by the addition of as many shares as they may deem necessary, for which they may at their option cause subscriptions to be received in the manner prescribed by them, or may sell the same for the benefit of the company, for any sum not under their par value; and that they, or a majority of them, shall have power to borrow money for the objects of this act, to issue certificates or other evidences of such loans, and to pledge the property of the company for the payment of the same, and its interest. Capital may be increased
14. And be it enacted. That the president and directors of said company shall be and they are hereby invested with all the rights and powers necessary to the construction and repair of a rail road from the city of Baltimore, to some suitable point on the Ohio river, to be by them determined, not exceeding sixty-six feet wide, with as many sets of tracts as the said president and directors, or a majority of them, may deem necessary; and they, or a majority of them, may cause to be made, or contract with others for making, said rail road, or any part of it; and they, their agents, or those with whom they may contract for making any part of the same, or their agents, may enter upon and use, and excavate, any land which may be wanted for the site of said road, or the erection of warehouses, or other works necessary to said road, or for any other purpose necessary or useful in the construction or repair of said road, or its works, and that they may build bridges, may fix scales and weights, may lay rails, may take and use any earth, timber, gravel, stone, or other materials, which may be wanted for the construction or repair of any part of said road, or any of its works; and may make and construct all works whatsoever, which may be necessary and expedient, in order to the proper completion of said road; and that they, or a majority of them, may make, or cause to be made, lateral rail roads, in any direction whatsoever, in connexion with said rail road from the city of Baltimore to the Ohio river, and in the construction of the same, or their works, shall have possess, and may exercise, all the rights and powers hereby given to them in order to the construction or repair of the said rail road from the city of Baltimore to the Ohio river. Contract for rail road—-Bridges—-—-Earth, &c. necessary for its construction
15. And be it enacted, That the president and directors of said company, or a majority of them, or any person or persons authorized by a majority of them, may agree with the owner or owners of any land, earth, timber, gravel, stone, or other materials, or any improvements which may be wanted for the construction or repair of any of said roads, or of any of their works, for the purchase or use and occupation of the same, and if they cannot agree, or if the owner or owners, or any of them, be a feme covert, under age, non compos mentis, or out of the county in which the property wanted may lie, when such land or materials shall be wanted, application may be made to any justice of the peace of such county, who shall thereupon issue his warrant, under hand and seal, directed to the sheriff of said county, requiring him to summon a jury of twenty inhabitants of said county, not related nor in anywise interested, to meet on the land, or near to the other property or materials to be valued, on a day named in said warrant, not less than ten nor more than twenty days after the issuing of the same, and if at said time and place any of said jurors summoned do not attend, the said sheriff shall immediately summon as many jurors, as may be necessary with the jurors in attendance, to furnish a panel of twenty jurors in attendance, and from them each party, or its his, her, or their agent, if either be not present in person or by agent, the sheriff for him, her, it or them, nay strike off four jurors, and the remaining twelve shall act as the jury of inquest of damages; and before they act as such, the said sheriff shall administer to each of them on oath, or affirmation, as the case may be, that he will justly and impartially value the damages which the owner or owners will sustain by the use or occupation of the same required by the company; and the jury in estimating such damages shall take into the estimate the benefit resulting to the said owner or owners from conducting such rail road through, along or near, to the property of said owner or owners, but only in extinguishment of the claim for damages; and the said jury shall reduce their inquisition to writing, and shall sign and seal the same, and it shall then be returned by said sheriff to the clerk or prothonotary of his county, as the case may be, and by such clerk or prothonotary, filed in his court, and shall be confirmed by said court at its next session, if no sufficient cause to the contrary be shewn; and when confirmed shall be recorded by said clerk or prothonotary. at the expense of said company, but if set aside, the said court may direct another inquisition to be taken in the manner above prescribed; and such inquisition shall describe the property taken, or the bounds of the land condemned, and the quantity or duration of the interest in the same, valued for the company, and such valuation, when paid or tendered to the owner or owners of said property, or his, her, or their legal representatives, shall entitle the 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; and the valuation, if not received when tendered, may at any time thereafter be received from the company, without costs, by the said owner or owners, or his, her, or their legal representative or representatives. May contract for land, &c. In case of disagreement jury to be summoned
16. And be it enacted. That wherever, in the construction of said road or roads, it shall be necessary to cross or intersect any established road or way, it shall be the duty of the president and directors of said company so to construct the said road across such established road or way, as not to impede the passage or transportation of persons or property along the same; or where it shall be necessary to pass through the land of any individual, it shall also be their duty to provide for such individual proper wagon-ways across said road or roads, from one part of his land to the other. in crossing any established road not to impede passage of persons, &c.
17. And be it enacted, That whensoever it shall be necessary for said company to have, use or occupy, any lands, materials, or other property, in order to the construction or repair of any part of said road or roads, or their works or necessary buildings, the president and directors of said company, or their agents, or those contracting with them for making or repairing the same, may immediately tike and use the same, (they having first cause the property wanted to be viewed by a jury, formed in the manner herein before prescribed,) in those cases where the property is to be changed or altered by admixture with other substances before such alteration is made, and that it shall not be necessary, after such view, in order to the use or occupation of the same, to wait the issue of the proceedings upon such view; and the inquest of the jury, after confirmation and after payment or tender of the valuation, shall be a bar to all actions for taking or using such property, whether commenced before or after such confirmation, or the payment of said valuation. When necessary to occupy lands, &c
18. And be it enacted, That the said president and directors, or a majority of them, shall have power to purchase, with the funds of said company, and place on, any rail road constructed by them under this act, all machines, wagons, vehicles, or carriages of any description whatsoever, which they may deem necessary or proper for the purposes of transportation on said road, and they shall have power to charge for tolls upon (and the transportation of persons,) goods, produce, merchandise, or property of any kind whatsoever, transported by them along said rail way from the city of Baltimore to the Ohio river, any sum not exceeding the following rales, viz. On all goods, produce, merchandise, or property of any description whatsoever, transported by them from west to east, not exceeding one cent a ton per mile for toll, and three cents a ton per mile for transportation; on all goods, produce, merchandize, or property of any description whatsoever, transported by them from east to west, not exceeding three cents a ton per mile for tolls, and three cents a ton per mile for transportation, and for the transportation of passengers not exceeding three cents per mile for each passenger; and it shall not be lawful for any other company, or any person or persons whatsoever, to travel upon or use any of the roads cf said company, or to transport persons, merchandize, produce, or property of any description whatsoever, along said roads, or any of them, without the license or permission of the president and directors of said company; and that the said road or roads, with all their works, improvements and profits, end all the machinery of transportation used on said road, are hereby vested in the said company, incorporated by this act, and their successors, forever; and the shares of the capital stock of the said company shall be deemed and considered personal estate, and shall be exempt from the imposition of any tax or burthen by the states assenting to this law. To purchase machines, wagons, &c—-Tolls
19. And be it enacted, That the said president and directors shall annually, or semi-annually, declare and make such dividend as they may deem proper, of the nett profits arising from the resources of the said company, after deducting the necessary current and probable contingent expenses; and that they shall divide the same amongst the proprietors of the stock of said company, in proper proportions to their respective shares. Dividends
20. And be it enacted, That if any person or persons shall wilfully, by any means whatsoever, injure, impair cr destroy, any part of any rail road, constructed by said company under this act, or any of their necessary works, buildings, carriages, vehicles or machines, of said company, such person or persons, so offending, shall, each of them, every such offence, forfeit and pay to the said company the sum of five hundred dollars, which may be recovered in the name of said company, by an action of debt, in the county court of the county wherein the offence shall be committed, and shall also be subject to indictment in said court, and upon conviction of such offence, shall be punished by fine and imprisonment, in the discretion of the court. Penalty for injuring any part of road
21. And be it enacted, That as soon as this act shall have been passed by the legislature of Maryland, books may be opened, subscriptions received, and the said company organized, and that when organized the said company, and the president and directors of the same, shall have all the powers, rights and privileges, granted by this act, and shall be subject to all its regulations in constructing or repairing any of the said rail roads or other necessary works or buildings which may or can be constructed within the limits of the state of Maryland, and in transporting persons, goods, merchandize, or property of any description, along any of said roads, and that the provisions of this act shall be wholly in force, as to all the property of the company, which may be situated or may be within the state of Maryland, and which said company is permitted to hold under this act. Company when organized to have the powers, &c granted by this act
22. And be it enacted, That if said road shall not be commenced in two years from the passage of this act, and shall not be finished within this state in ten years from the time of the commencement thereof, then this act shall be null and void. If not finished in ten years act to be void
23. And be it enacted, That full right and privilege is hereby reserved to the citizens of this state, or any company hereafter to be incorporated under the authority of this state, to connect with the road hereby provided for, any other rail road leading from the main rout to any part or parts of this state, provided that in forming such connection no injury shall be done to the works of the company hereby incorporated. Rights reserved


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