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PASSED BY THE
THIRTY-NINTH LEGISLATURE
OF THE
STATE OF MAINE.
1860.
* * * *
Chapter 472.
An act to incorporate the People's Pacific Railroad Company.
Be it enacted by the Senate and House of Representatives in Legislature assembled, as follows:
SECT. 1. J. W. Porter, J. R. Bachelder, E. Wells, Jabez True, John Benson, Joshua Dunn, Seth Parlin, James A. Bicknell, Wyman B. S. Moor, Reuben B. Dunn, John Dorr, F. Stevens, John S. Abbot, Algernon S. Washburn, Thomas M. Andrews, George D. Stanley, Edward A. Nason, Edward Fenno, Jeremiah Fenno, Ebenezer G. Brown, Amos Stickney, Solyman Heath, Joseph Burton, Joseph J. Eveleth, Francis Davis, John W. Chase, William J. Kilburn, A. D. Brown, Ezekiel Holmes, John W. Veazie, Joseph Piper, Benjamin F. Barton, James L. Child, Sylvanus Caldwell, Jr., George W. Ricker, Benjamin F. Morse, Stephen Patten, John Osgood, George S. Carpenter, Daniel C. Stanwood Francis Chase, Stephen Deering, Enoch Libby, Josiah Perham, I. S. Worthington, J. M. Becket, H. Williams, David Wilder, Jr., E. W. Ridgway, Alexander Holmes, E. B. Phillips, A. Firth, J. E. Perley, Benjamin French, George W. McLellan, George L. Bean, George S. Bullans, Abial Abbott, Wm. R. Spooner, E. D. Amidown, Alexander DeWitt, Daniel Chamberlain, Isaac Emery, E. R. Page, George O. Hovey, Samuel R. Payson, Jabez C. Howe, H. R. Horton, Edmund F. Cutler, W. W. Clapp, Jr., Daniel N. Haskell, Joseph B. Morse, Benjamin F. Archer, John Toy, Jeremiah N. Sewall, John Huggins, T. M. Allyn, Moses W. Wilson, Horace Whittaker, Eliphalet Trask, Austin L. Rogers, Franklin Ames, Wm. J. Eames, John O. Presbrey, Albert Cushman, Alvin Adams, Paul W. Paige, Oliver Frost, John Branning, Nathan Potter, Jr., A. W. Banfield, John P. Bigelow, E. R. Sawin, A. M. Bigelow, Eugene L. Norton, Carver Hotchkiss, J. B. F. Osgood, Wm. Upham, J. W. Atwood, Samuel C. Upham, Daniel S. Cobb, H. G. Knight, Joseph A. Gilmore, Perkins Gale, Seth Fuller, Nehemiah Abbott, Charles M. Morse, James A. Dix, A. B. Hardy, Charles G. Came, and such other persons as shall or may be associated with them, they and their successors, associates and assigns, are created and constituted a body politic and corporate, by the name of the People's Pacific Railroad Company, by which name they may sue and be sued, plead and be impleaded in any court in this state, or elsewhere, and may make and have a common seal, and the same may break or alter, or renew at pleasure; and said corporation, with the consent of the United States, through its territories, and the several states through which said railroad or any part thereof shall be constructed, is hereby authorized and empowered to lay out, locate, construct, furnish, maintain and enjoy a continuous railroad, with one or more tracks, and all necessary depots, turnouts, stations and appurtenances for the proper, effectual, convenient and profitable use thereof, from a point on the Missouri River, between the mouth of the Platte River on the north, and the Kansas River on the south, and on such route from Missouri river, through Utah, to the city of San Francisco on the Pacific coast, and as near as practicable to the present traveled mail route, or by such route as the said corporation shall deem expedient and for the public interest; and said company, with the consent of the United States, through its territories, and of any states in which any part thereof may be located, is hereby authorized and empowered to lay out, locate, construct, furnish, maintain and enjoy such extensions and branches of said road, with one or more tracks, and all necessary depots, turnouts, stations and appurtenances, for the proper, effectual, convenient and profitable use thereof, as said company may deem expedient and for the public interest; and said company is hereby vested with all powers, privileges and immunities which are or may be, necessary to carry into effect the purposes and objects of this act, as herein set forth.
SECT. 2. The said company is authorized to accept to its own use any grant, donation, loan, power, franchise, aid or assistance, which may be granted to, or conferred upon, said company by the Congress of the United States, by the legislature of any state, [and/or] by any corporation, person or persons, and said corporation is authorized to hold and enjoy any such grant, donation, loan, power, franchise, aid or assistance to its own use for the purposes aforesaid.
SECT. 3. The corporation hereby created is authorized and empowered to purchase, receive, enter upon, and hold such lands, streams of water, and real estate, and such right and interest therein as may be necessary in carrying into effect the objects of the corporation; but all lands, streams, and real estate or other right or interest therein, which are not donations to said company, shall be purchased of the owner or owners thereof, or acquired in compliance with the laws of the state or territory in which said lands, streams or real estate may be located.
SECT. 4. The said corporation shall on or before the fourth day of July, in the year one thousand eight hundred and seventy-six, construct, complete, and furnish the said road to San Francisco, for the convenient transportation of passengers and freight throughout the entire length thereof.
SECT. 5. The said corporation is hereby authorized to construct and maintain a magnetic telegraph, with the necessary apparatus for the use of the same, along the line of the said road, with branches and extensions between such points as shall be determined upon by the said corporation.
SECT 6. The capital stock of said company shall consist of one million shares of one hundred dollars each, which shall be deemed in all respects personal property, and shall be subscribed for and held in not less than one share, nor more than one hundred shares by any one company or person, and shall be transferable in such way and manner, not inconsistent herewith, as the by-laws of said corporation shall provide and direct, and no subscription shall be taken by the commissioners hereinafter named, or their successors, or by the corporation, payable in real or personal estate or property of any kind, except the commuted value of such property shall be fixed and determined at the time of the subscription by the commissioners hereinafter mentioned, or the directors of said company.
SECT. 6. John S. Abbot, John Dorr, Algernon S. Washburn, Nehemiah Abbott, Hastings Sttickland, of Maine; Eliphalet Trask, I. S. Withington, Josiah Perham, David Wilder, Jr., John P. Bigelow, James M. Becket, P. W. Paige, A. Banfield, J. E. Perley, Daniel Chamberlain, Alial Abbot, Benjamin French, Austin L. Rogers, Willard A. Harrington, Henry Emery, Nathaniel Greene, Jr., It. W. Keyes, Waldo Adams, Oliver Frost, John O. Presbray, Josish A. Broadhead, George Shiverick, Edward Tyler of Massachusetts; George Opdyke, John Huggins, J. N. Sewall of New York; John P. Jackson of New Jersey; S. M. Felton, John, Toy, B. F. Archer of Pennsylvania ; T. M. Allyn, Moses W. Wilson, Horace Whittaker of Connecticut; Joseph A. Gilmore, Perkins Gale of New Hampshire; Amasa Crafts of Minnesota; Erastus Fairbanks of Vermont; Stephen H. Tabor of Rhode Island; Seth Fuller, John Perham, John Evans of Illinois; Charles S. Perham, John E. Perley of Kansas; Lewis McLane and Charles A. Washburn of California, are hereby constituted and appointed commissioners, with power to fill any vacancy that may hereafter exist in their body by death, or resignation, or other cause, and to add to their number by appointment of not more than two additional commissioners for any state or territory not herein represented, and said body shall be called the Board of Commissioners of the People's Pacific Railroad; and seven shall constitute a quorum for the transaction of any business. The first meeting of said board of commissioners shall be held at the city of Boston, at such time as the first three named commissioners of Massachusetts shall appoint; notice of which shall be given by them to the other commissioners by depositing a written or printed call thereof in the post office at Boston, directed, postpaid, to their address, at least, seven days before, and exclusive of the day of writing. The president and secretary of said board shall in like manner call all other meetings, naming the time and place thereof. Said board shall at its first meeting elect from its number, by ballot, a president and vice-president, treasurer and secretary, and it shall be the duty of the president to preside at all meetings of the board, and in his absence the vice-president shall discharge his duties. The said board of commissioners shall require such bonds from the treasurer as may be deemed proper; and said board may from time to time increase the amount thereof as they may deem proper. The treasurer shall have no vote on any question relating to his own duties, or any thing incidental thereto. The secretary shall be sworn to the faithful discharge of his duty, and such oath shall be entered upon the records, signed by him, and the oath verified thereon. It shall be the duty of said board of commissioners to open books or cause books to be opened, at such times, and in such principal cities and other places ill the United States, as they, or a quorum of them shall determine, to receive subscriptions to the capital stock of the said corporation, and a cash payment of ten per cent. on all subscriptions, and to receipt therefor. So soon as twenty thousand shares shall have been in good faith subscribed for, the said president and secretary of said board of commissioners shall appoint a time and place for the first meeting of the subscribers to the stock of said company, and shall give notice thereof in not less than two newspapers in each state, in which subscription books shall have been opened, at least thirty days previous to and exclusive of the day of such meeting; and such subscribers as shall attend the meeting so called, either in person or by proxy, shall then and there elect by ballot not less than thirteen directors for said corporation; and in such election each share of said capital stock shall entitle the owner thereof to one vote. The president and secretary for the time being, of the board of commissioners, and in case of their absence or inability, any two of the officers of said board shall act as inspectors of said election, and shall certify under their hands the names of the directors elected at such meeting; and the said commissioners, treasurer and secretary, shall then deliver over to said directors all the properties, subscription books, and all other books in their possession. And said commissioners, treasurer and secretary shall submit a detailed report of all their doings at said meetings, and said stockholders of said company may thereupon ratify and confirm all the acts of the said commissioners, treasurer and secretary in the premises, so that the same shall be found to be lawfully done and within the provisions hereof. In all meetings of the stockholders of said company, each share shall entitle the holder thereof to one vote, which may be given by said stockholders in person or by lawful proxy. And the annual meetings of the stockholders of said company for the choice of directors, when they are to be chosen, and the transaction of annual business, shall be holden at such time and place and upon such notice, as the said company in their by-laws may prescribe.
SECT. 8. The directors chosen in pursuance of the seventh section, shall, so soon as may be after their election, elect from their own number a president and vice president; and in case of vacancy in the office of president, or temporary absence, the vice president shall preside at meetings of the board, and discharge the duties of president; and if the office of president and vice president shall become vacant, the board may fill such offices from their own board, pro tempore, and until the next election of directors; said board of directors shall, from time to time, and so soon as may be after their election, choose a treasurer and secretary, who shall hold their offices at the will and pleasure of the board of directors. The treasurer shall give such bonds, with such security as the said board from time to time may require. The secretary shall, before entering upon his duty, be sworn to the faithful discharge thereof, and said oath shall be made a matter of record upon the books of the said corporation. No person shall be a director of said company unless he shall be a stockholder, owning and continuing to own stock absolutely in his own right, and qualified to vote for directors at the election at which he shall be chosen, and so continuing during the term of his election.
SECT. 9. The president, vice president and directors shall, subject to the conditions of the eighth section, hold their office for three years respectively, and until others are chosen in their place. In case it shall so happen that an election of directors shall not be made on any day. appointed by the by-laws of said company, the corporation shall not for that excuse be deemed to be dissolved, but such election may be holden on any day which shall be appointed by the directors. The directors, a majority of whom shall be a quorum for the transaction of business, shall have full power to make and prescribed such by-laws, rules and regulations as they shall deem needful and proper, touching the disposition and management of the stock, property, estate and effects of the company, not contrary to this charter, or the laws of this state, or the United States or territories, or of any state through which the proposed road may be located, the transfer of shares, the duties and conduct of their officers, and their servants, touching the election and meeting of the directors, and all matters whatsoever which may appear to, in to the concerns of said company, the said board of directors of the company may have power to fill any vacancy or vacancies that may occur, from any cause or causes, from time to time, in their said board; and the said board of directors shall have power to appoint such engineers, agents, and subordinates, as may, from time to time be necessary to carry into effect the object of the company; and to do all acts and things touching the location and construction of said road; but neither they, nor any officer or agent shall at any time incur any liability on account of said company, where the amount thereof shall render the total indebtedness of said company greater than the total amount of its assets actually paid in, granted, or donated to said company, that can or may be applied in payment of its indebtedness.
SECT. 10. The directors of said company shall make an annual report of their proceedings and expenditures, verified by the affidavits of the president, and at least seven of the directors, and shall publish the same annually, in at least one newspaper having the largest circulation as determined by the general post department of the United States in each state, and in the city of Washington; and they shall, from time to time, fix, determine and regulate the fares, tolls and charges to be received and paid for transportation of persons and property on said road, or any part thereof; but said company shall in no case take or receive a sum greater than four cents per mile for the transportation of persons, nor a sum exceeding four cents per ton of two thousand pounds per mile for the transportation of freight, articles of merchandise, other than metals, live stock, or minerals.
SECT. 11. It shall be lawful for the directors of said company to require payment of the sum of ten per cent. cash assessment upon all subscriptions received of all subscribers, and the balance thereof at such times, and in such proportions, and on such conditions as they shall deem to be necessary to complete the said railroad and telegraph line within the time in this act prescribed. Sixty days previous notice shall be given of the payments required, and of the time and place of payment; and in case any stockholder shall neglect or refuse to pay, in pursuance of such notice, the stock held by such person shall be forfeited absolutely to the use of said company, and also any payment or payments that shall have been made on account thereof, subject to the condition that the board of directors, or a majority thereof, may allow the redemption on such terms as they may prescribe,
SECT. 12. Each stockholder of this company shall be individually liable to the creditors of said company, to an amount equal to the amount unpaid on the stock held or subscribed for by him, for all debts and liabilities of such company, until the whole amount of the capital stock, so held by him, shall have been paid to the company; but this section shall in no way be construed as authorizing the contraction of any debts, as prohibited in section nine.
SECT. 13. The powers and privileges granted by this act shall not be exercised or enjoyed by the corporation herein named, or by their successors, unless said corporation shall, within the period of five years after the passage of this act, in good faith commence and carry forward with all reasonable dispatch, active operations to accomplish and permanently secure the objects proposed by the terms specified herein.
SECT. 14. The said corporation hereby created is hereby authorized to accept, by assignment, or otherwise, any legally assignable or transferable charter of any other state or states that may have been or shall hereafter be granted for the like purpose, and to consolidate, confederate and associate with such other corporations under this act: provided all such other corporations so chartered shall have legal power so to do, by the terms of their charter, or the authority which granted them.
SECT. 15. This act shall take effect from and after its passage.
[Approved: March 20, 1860.]
[NOTE: Italics added for emphasis.]
Transcribed and annotated by, and courtesy of the Bruce
C. Cooper Collection.
