May connect How amended. Pensacola and Louisville Railroad Company be, and it is hereby, authorized to construct, maintain, and operate a telegraph line from the Bay of Pensacola along the line of the said road as now located, or as it may hereafter be located, and along connecting roads in said county now constructed or hereafter to be constructed by said company to the boundary line of the State of Alabama, and said lines may connect and be consolidated with other telegraph companies within or and be consol- without the State, and said company may pledge, mortgage. lease, sell, assign and convey the property appertaining to the said telegraph lines, and the rights, privileges and franchises conferred by this act, with full power in such assignees to construct, own, and operate such telegraph lines and enjoy all the panies respon- privileges, rights and franchises conferred by this act, but in such case the said railroad company shall be responsible for the proper performance of the duties and obligations imposed by this act. (n) idated with other lines. Railroad com sible for acts of telegraph company imposed by this act. Power to receive messages from other companies. Company authorized to hold and own real estate and lands. Previous mort made valid. SEC. 51. It shall be the duty of the said Pensacola and Louisville Railroad Company, whenever any line constructed by them shall be in readiness for operation, to receive messages from all persons or corporations upon payment of the tariff of fees fixed by them, and to transmit the same in good faith and without partiality. (0) SEC. 52. The Pensacola and Louisville Railroad Company be, and is hereby authorized to own and hold real estate and lands in the State of Florida, and to sell, lease, alien, convey and mortgage its property and franchises. (p) SEC. 53. Whereas, a doubt has been suggested whether the gages and sales sales, conveyances and mortgages heretofore made by the Pensacola and Louisville Railroad are valid and binding, it is further enacted that all sales, conveyances, and mortgages heretofore made in accordance with the provisions of the laws of the State regulating conveyances, be, and the same are hereby, declared to be valid, legal and binding. (p) Corporators. Powers. Powers. SEC. 54. Daniel F. Sullivan, Martin H. Sullivan, Gustavus A. Stanley, Thomas H. Hunt, and Richard L. Campbell, and their successors or assigns, shall be and they are hereby constituted a body corporate, under the name and style of "The Pensacola Railroad Company," and by that name they may sue and be sued, and have and use a common seal, and the same to alter at pleasure, pass such by-laws, rules and ordinances for the good government of said corporation as to them may seem proper, and generally exercise all the rights and enjoy all the privileges and immunities of a corporation. (q) SEC. 55. The said Pensacola Railroad Company be, and it is hereby authorized and empowered to acquire by purchase and assignment all the property, rights, franchises, privileges and (n) Sec. 1, Chap. 1997, Act of Feb. 18, 1874. (0) Sec. 3, Chap. 1942, Act of Feb. 14, 1873. (p) Secs. 1 and 2, Chap. 2017, Act of Feb. 14, 1874. (g) Sec. 1, Chap. 3069, Act of Feb. 27, 1877. immunities of the Pensacola and Louisville Railroad Company, a corporation created by an act of the General Assembly of the State, approved July 16, A. D. 1868, whether the same were acquired under the laws of the States of Florida or Alabama, or the laws of the United States, or as the assignee and successor of the Alabama and Florida Railroad Company; and upon completion of the said purchase and assignment, the said Pensacola Railroad Company shall be deemed in law and equity to be fully invested with, and entitled to, all the said property, rights, franchises, privileges and immunities of said Pensacola and Louisville Railroad Company, as though the same were originally granted to or acquired by the said Pensacola Railroad Company. (q) SEC. 56. The capital stock of said Pensacola Railroad Com- Capital stock. pany shall be three hundred thousand dollars, which may be increased to six hundred thousand dollars, divided into shares of one hundred dollars each, and each share shall be entitled to one vote at elections held by stockholders, and may be cast by proxy. (q) SEC. 57. The affairs of said corporation shall be managed by Directors. a board of five directors, to be annually elected by the stockholders, who shall hold over until their successors are appointed; and all vacancies in said board shall be filled in such manner as the by-laws may direct. (q) PENSACOLA AND MOBILE RAILROAD AND MANUFACTURING COM PANY. SECTION 1. Willis J. Milner, Alexander C. Blount, W. H. Commissioners Chase, W. F. Teat, Hawes Gatchell, James Gonzales and James appointed. Abercrombie are hereby appointed commissioners to cause books to be opened at such times and places as they, or a majority of them, may select, for subscriptions to the capital stock of the Pensacola and Mobile Railroad and Manufacturing Company. (a) to assemble at SEC. 2. The commissioners appointed in the foregoing sec- Commissioners tion shall assemble in the city of Pensacola on the 1st Mon- Pensacola. day in April, 1861, or on such day thereafter as a majority of them may agree upon, and, a majority being present, they shall appoint the times and places when and where such sub- Time of opening books of scription books shall be opened, and they shall determine the subscription, amount to be paid on each share at the time of subscribing, &c. and they shall cause notice thereof to be published in such newspapers as they may deem advisable, at least ten days before the day or days appointed for the opening of said books, which said books shall be kept open for one week, or until the (9) Secs. 2, 3 and 4, Chap. 3069, Act of (a) Sec. 1, Chap. 1152, Act of 1881. Feb. 27, 1877. Amount of stock to be subscribed. Common seal. sum of one hundred thousand dollars has been subscribed to the capital stock of said company. (a) SEC. 3. Whenever the said commissioners shall find, on examination, that the sum of one hundred thousand dollars or more has been subscribed to the capital stock of said company, then the said subscribers, or those whom they may at any time thereafter associate with them, their successors and assigns, shall be and they are created and made a body politic and corBody corporate. porate, by the name of the Pensacola and Mobile Railroad and Manufacturing Company, and by that name shall have perpetual succession and a common seal, with capacity to have, receive and enjoy, to them and their successors, property and estate of whatever nature and quality, and the same to hold, claim and transfer and dispose of, so far as it is necessary and proper to carry into effect the objects of this charter, which are hereby declared to be the construction, use and maintenance of a railroad from some point on the Alabama and Florida Railroad, of Florida, distant not more than twenty miles from Pensacola, and running in a westerly direction to the Perdido river, at or near Hall's Bridge, and the manufacturing of lumber for the various purposes for which it is used, and making of brick, earthenware, &c. (a) May hold property, &c. Objects of charter. Commissioners Election of directory. SEC. 4. Whenever, upon examination of said subscription to call meeting books, the sum of one hundred thousand dollars or more has of subscribers. been subscribed, the commissioners appointed in the first section of this act, a majority of them being present, shall call a general meeting of the subscribers at such time and place as they may appoint, and at such meeting the said subscribers, or a majority of them in value, shall elect seven directors, by ballot, to manage the affairs of said company for the ensuing year; and the commissioners aforesaid, or any three of them, shall be judges of said first election of directors, and the directors then chosen shall elect amongst themselves one of their number to be president of said company, and shall allow him such compensation as they may think proper; and on all occasions, whenever a vote of stockholders shall be taken, each stockholder shall be allowed one vote for every share of stock owned by him or her, and any stockholder may depute any other person to vote for him or her as his or her proxy by written authority. (a) President. Stockholders entitled to vote. Company not failure of election. SEC. 5. In case it shall so happen that an election of direcdissolved from tors shall not be made on the day appointed by the by-laws of said company, said company shall not for that cause be dissolved, but such election may be holden on any other day which shall be appointed by the directors of said company, and, if necessary, such meeting may be adjourned from day to day until such election can be made; and said directors shall have power to fill any vacancy which may occur in the board by death, resignation or otherwise. (a) Vacancies, how filled. (a) Secs. 2, 3, 4 and 5, Chap. 1152, Act of 1861. SEC. 6. The directors shall be chosen annually by the stock- Directors, how holders of said company, and shall hold their offices until their chosen. successors are elected; and the directors so elected shall elect President, how their president from among themselves. (b) chosen. of officers, en SEC. 7. The said president and directors may appoint all Appointment such officers, engineers, agents and servants, and confer on gineers, &c. them such power and authority as they may deem necessary to carry on the business of said company; they shall fix the compensation to be allowed them, or give the power to do so to the president of the company, and may remove all such officers, engineers, agents and servants at their pleasure; they shall have power to pass all such by-laws, rules and regulations By-laws, &c. as they may consider necessary for the good government of the corporation, its agents, officers and servants, and for carrying into effect the object of this act: Provided only, That such by-laws, rules and regulations shall not be contrary to the laws of this State. (b) tion. SEC. 8. The said president and directors may open, at such Books for additimes and places as they may select, books to receive addi- tional subscriptional subscription to the capital stock of said company, upon such terms and conditions as they may provide, which capital stock may be added to and increased from time to time until it shall amount to the sum of two hundred and fifty thousand dollars. (b) non-payment SEC. 9. The said president and directors shall have power to Instalments require the stockholders of said company to pay such instal- on shares. ments on their respective shares of stock in said company at such times as they may think best for the interest of said company. Upon the failure or refusal of any stockholder to pay the instalment on his or her stock, in pursuance of any call Forfeiture for made by said president and directors as aforesaid, said presi- of stock. dent and directors may, upon giving twenty days notice, proceed to sell, at public auction, the share or shares of said stock owned by said defaulting stockholders, or such part as they may think proper, to the highest bidder, and cause to be transferred on the books of said company the stock so sold to the purchaser; and if, on the sale of the shares of the stock held by said defaulting stockholder, said stock shall be sold for less than the amount due upon the instalments which have been called in, said stockholders shall be liable to pay to said com- liable for depany the deficiency, in manner and form hereinafter specified. ficiency. (b) Stockholders quent stock SEC. 10. Upon the failure or refusal of any stockholder to Judgment pay any instalments called for by the president and directors against delinof said company, or, if upon sale of the stock held by said holder for defistockholder, it shall be sold for less than the amount due ciency or balthe instalments called in, then the president and directors, on giving twenty days notice to said defaulting stockholder, may proceed, by their attorney, to move the Circuit Court of the (b) Secs. 6, 7, 8 and 9, Chap. 1152, Act of 1861. upon ance. Notice to de county in which said stockholder may reside for judgment against the stockholder for the amount called for by said president and directors of said company, or, as the case may be, for any deficiency or balance that may be due to said company on said instalments so called for after the sale of any stock held in said company by said defaulting stockholder, and said court is hereby authorized and empowered and required to render judgment against such defaulting stockholder at the linquent stock term of the court at which said motion is made, and all noholder, how to be given. tices required to be given to any defaulting stockholder shall be issued by and in the name of the company and signed by the secretary of said company. Said notice shall be served by the sheriff, or other legal officer of the county in which the stockholder may reside, and said notice shall be executed and returned by said officer to the office of the Clerk of the Court, as in case of common writs. (b) Company authorized to pur lands, &c. chase and hold To enter upon lands, &c. damnum. SEC. 11. Said company is hereby authorized to purchase, receive and hold such lands and other property as may be necessary and convenient in accomplishing the object for which this incorporation is chartered, and may, by its agents, surveyors, engineers and servants, enter upon all lands through which they may deem it necessary to make said road, and to survey, locate and contract for land upon which to locate said road and upon which to erect their station houses, depots, work-shops, buildings and turn-outs, and for such other uses and purposes as may be necessary for the operation of said road. (b) SEC. 12. If said company cannot agree with the owners of Right of way. the land through which they desire the road to pass, or with any person having the authority to sell or give the right of way, it shall and may be lawful for the Clerk of the Circuit Court of the county in which the said land lies, on the application of said company or its agents, and he is hereby required Writ of ad quod to issue a writ of ad quod damnum, commanding the sheriff that without delay he cause a jury of seven good and lawful men to be upon such lands, on a day to be by the sheriff fixed and appointed, and whereof it shall be his duty to give notice to the owners, or, if he or she be a minor or a lunatic, to his or her guardian, at least five days before such day, if they be within his county, or, if not, or if the owner or owners be unknown, non-resident or absent from the State, the notice Notice by pub- shall be given by advertisement, to be by said sheriff posted and fixed in some public or conspicuous place in the neighborhood of said land, at least ten days before the appointed day. and also by advertisement of the same in some newspaper published nearest the land, at least three weeks, by weekly inserJury to assess tions, prior to said day, and then to cause said jury, after bedamages. ing duly sworn by the sheriff or Justice of the Peace, to make true inquest of the damage that will be sustained by such owner of estate by reason of making said road through said lication. (b) Secs. 10 and 11, Chap. 1152, Act of 1861. |