Chapter 394.
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CHAP. 394.— An act to incorporate the Washington and Western Maryland railroad Company.March 2, 1889. *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled*,Washington and Western Maryland Railroad Company incorporated. Incorporators. That Thomas Dowling, H. P. Gilbert. Austin Herr, G. S. Dunlop. J. W. Wash, T. L. Cropley, F. A. Miller, of the District of Columbia; L. P. Wright, of the State of Illinois; Frank Hume, of the State of Virginia;
R. J. Bright, of the State of Indiana: Spencer Watkins. A. B. Cropley. James Henderson, and S. Gambrill, of the State of Maryland, and all such persons as shall or may be associated with them, and their successors, are hereby created a body politic and corporate in fact and in law by the name of the Washington and Western Maryland Railroad Company, and by that name shall have perpetual succession, and shall be able to sue and be sued, plead and be impleaded, Location of road.defend and be defended, in all courts of law and equity, and may make and have a common seal, and the same alter at their pleasure; and said corporation is hereby authorized to lay out, locate, construct, furnish, maintain, operate, and enjoy a continuous railroad and telegraph line, with all the necessary appurtenances, namely, beginning at a point west of the Aqueduct Bridge, thence westerly between the bank of the Chesapeake and Ohio Canal and the Potomac River to the District line at or near the Chain Bridge, as may hereafter be surveyed and agreed on by and between the parties named, or their successors, and the *Proviso*.
Tracks to be a public highway.Commissioners the District of Columbia: *Provided*, That the tracks of said company shall be deemed and taken to be a public highway, and may be freely used for the passage of cars and motive power of any individual or corporation upon making just compensation for such use, and in caseCompensation. any dispute shall arise concerning such compensation or manner of use. any party in interest may apply to the Supreme court of the District of Columbia, which court is hereby empowered to fix the amount to be paid for such use. and the mode in which such use may be enjoyed.
Sec. 2. That the capital stock of said corporation shall consist ofCapital stock. two thousand shares, at a par value of fifty dollars per share each, which shall in all respects be deemed personal property, and shall be transferable in such manner as the bylaws of said corporation shall provide. The persons (or their assigns) hereinbefore named, or a majority thereof, shall constitute a quorum for the transaction of business. The first meeting of said incorporators shall be held within twenty days from the passage of this act, in the city of Washington.
A notice of said meeting, to be signed by seven of the in- 875 corporators named herein, shall be published for not less than fifteenPreliminary meeting. days in two or more newspapers published in the city of Washington. and no other notice of said meeting shall be required. At the first meeting of said incorporators they shall select seven of their number as a board of commissioners ofCommissioners. the Washington and Western Maryland Railroad Company. Said board of commissioners, as soon as practicable after being selected, shall organize by the choice from its membersOfficers. of a president, vice-president, secretary, and treasurer.
The said board of commissioners shall cause to be opened booksSubscriptions to stock. *Proviso*. Notice. in the city of Washington, and to receive subscriptions to the capital stock of said corporation: *Provided*, That the said board of commissioners shall first give ten days noticeTen per cent, to be in cash. of the opening of books for the subscription to the capital stock of said company; and a cash payment of ten per centum of all subscriptions shall be made at the time of subscribing, and it shall be receipted for by the treasurer of said board of commissioners, who shall be a bonded officer in an amount to be fixed by said board of commissioners; and as soon as all of the capital stock of said company shall have been subscribed, and ten per centum paid in on the same to the treasurer of said board of commissioners, then the 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 two or more newspapers published in the city of Washington, at least five days previous to the day of said meeting: and such subscribers as shall attend the meeting so called, either in person or by lawful proxy, then and there shall elect by ballot seven directors for said corporation: and at suchElection of directors. election each share of said capital stock shall entitle the owner thereof to one vote.
The president and the secretary of the board of Commissioners. and in the 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 said meeting: and the commissioners, treasurer, and secretary shall then deliver over to said directors all the properties, subscription-books, and other books in their possession, and thereupon the duties of said commissioners shall cease, and thereafter the stockholders shall constitute said body politic and corporate, and said corporation shall be deemed to be completely organized and constituted with all the rights and privileges hereby granted.
Sec. 3. That there shall be seven directors of said corporation, whoDuties of directors. shall be a board to transact and manage all the affairs of the corporation and exercise all its powers, subject to the control of the stockholders in general meeting. A majority of the board shall be a quorum. They shall be elected annually by the stockholders in general meeting, and shall hold their offices for one year and until their successors shall be elected and qualified. They shall be stockholders of the corporation.
They shall be elected under such regulations and supervision as the board of directors or stockholders shall prescribe after the first election. Sec. 4. That the board of directors shall elect one of their ownPresident. number as president of the corporation, and his term of office shall be the same as their own, and he shall exercise such powers as the board or the stockholders shall prescribe. Sec. 5. That a general meeting of the stockholders shall be heldAnnual meeting. annually, at such time and place as the bylaws shall prescribe; and a general meeting may also be called at any time and place by the board of directors, at least ten days notice thereof being given by advertisement in two or more newspapers published in the city of Washington.
In all elections and in the decision of all questions each stockholder shall be entitled to one vote for every share of stock held by him or her. A number of stockholders holding a majority of the shares subscribed, and being present in person or represented by proxy, shall be a quorum of a meeting of the stockholders. Stock- 876 holders may vote in person or by proxy, and the form of proxies mayVotes. be prescribed by the bylaws. Less than a quorum of stockholders may adjourn a meeting from time to time.
Sec. 6. That the board of directors shall have the power to makeAssessments. assessments from time to time on the capital stock until the same shall be paid up; and upon default in the payment of any sum assessed and due upon said stock, the stock may be forfeited and sold for the payment thereof, with interest and expenses, under such regulations as the bylaws shall prescribe, or the corporation may by suit recover the same from the holder of the stock at the time of the assessment thereof.
And no certificate of stock shall be issued until the par value thereof has been fully paid up. Sec. 7. That the said corporation shall have authority to construct,Construction, etc. maintain, and work the railroad mentioned in the first section of this act. Sec. 8. That for transportation on its railroad, or any part thereof, Maximum charges.the said corporation shall have a right to charge and collect as toll and transportation charges at rates not exceeding six cents per ton of freight or three cents per passenger for each mile of transportation; but for any distance ten cents may be charged for a passenger and twenty-five cents for any quantity of freight, Sec. 9.
That the said railroad may be constructed with doubleCommissioners of District to approve construction. tracks or single tracks, as the said corporation shall deem proper; and as may be approved by the Commissioners of the District of Columbia; and said corporation may construct and maintain along Wharves.its line, or at the termini of its road, all wharves and other structures and works which shall be necessary for the purpose of its incorporation; but the land which it shall have a right to acquire for the construction of such road and works shall not exceed an to be hereafter agreed on between said corporation and the Commissioners of the District of Columbia.
Sec. 10. That said Washington and Western Maryland RailroadBonds. Company be, and it is hereby, authorized to issue its bonds to aid in the construction and equipment of its railroad to the extent of twenty thousand dollars per mile for each and every mile, and to secure the same by mortgage on its property, rights of way, and all property whatsoever, real, personal, and mixed, including its franchise as a corporation: and as proof and notice of its legal execution and effectual delivery said mortgage shall be filed and recorded in the office of the register of deeds for the District of Columbia: *Provisos*.
Issuance.*Provided*, That no bonds shall be issued until half of the capital stock of said company is paid up in cash, and the stockholders shall be held individually liable for the full amount of stock subscribed by them, respectively, until the same shall have been so paid up in full: *Provided further*,Commencement and completion. That the construction of said road shall be commenced in one year and completed within three years from the passage of this act. Sec. 11. That the said corporation shall have authority to makeConnections, etc. contracts, connections, and arrangements with other railroad companies for the thorough transportation of property and passengers, and to make leases, with such connecting railroads.
Sec. 12. That if the corporation cannot agree with the owner forProcuring right way. Condemnation Proceedings. the purchase, use, or occupation of land for the right of way, or land, or gravel, adjacent thereto and required for the construction, enlargement, or repair of any of its works, or if the owner be a married woman, infant, non-compos mentis, or out of the District, the said corporation may apply to the marshal of the District of Columbia, and he shall issue his warrant or summons for a jury to meet on the land at a day therein specified, and being not more than ten or less than five days thereafter.
Sec. 13. That the said United States marshal shall accordinglyJury of inquest as to value. summon eighteen disinterested men, not related to either party; and 877 if any of them refuse to attend, he may then summon or call others immediately to make up the number of eighteen. Each party shall have the right, in person or by attorney or agent, if present at the time, to strike off three, and the marshal shall strike off such as shall not be stricken off by the parties until the number shall be reduced to twelve, who shall be a jury.
Sec. 14. That the marshal shall then administer an oath or affirmationAssessment of value and damages by jury. to every person of the jury that he will impartially and to the best of his skill and judgment value the laud or other property required by the corporation, and also, if the same be land required for the construction of the said railroad or work, the damage which, the owner will sustain, if any, by the taking of the land for such use. The jury shall accordingly inquire of such value and damage and make report thereof in writing, to be signed by a majority of them all. and setting forth in case of land the boundaries of the land and the estate, interest, or use to be taken by the corporation.
Such inquisition and report shall be returned by the marshal to the clerk of the circuit court of the District of Columbia. Sec. 15. That such inquisition and report shall be confirmed by suchConfirmation by the court. court unless good cause be shown to the contrary, and when confirmed shall be recorded by the clerk of said court; but for cause the court may set it aside and order another inquisition, or more than one, from time to time, to be conducted in like manner as the first and with like effect until an inquisitionProperty to vest in corporation on paying award. and report shall be confirmed by the court.
Upon such confirmation of the first or any subsequent, inquisition and report, and upon payment of the amount fixed in the inquisition to be paid by the corporation, either to the owner or in court, as the court shall order, the said corporation shall be entitled to the property or such estate, interest, or use as shall have been valued and described in the inquisition and report, for the purposes hereinbefore specified; and the corporation shall have the right to take away for its own use any material so valued.
Sec. 16. That Congress reserves to itself the right to alter or repealAmenders tills act. Approved, March 2, 1889.