Chapter 846.
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CHAP. 846.— An act to incorporate the Washington and Sandy Spring Narrow Gauge 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 Sandy Spring Narrow Gauge Railroad Company incorporated. Incorporators. That Henry M. Baker and A. G. M. Prevost, of the city of Washington, in the District of Columbia, and J. L. Husband, G. G. Kimball, H. Maurice Talbott, O. P. H. Clark, and G.
O. B. Cissell, of the State of Maryland, and E. J. Evans, of the State of Virginia, 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 Sandy Spring Narrow Gauge railroad Company, and by that name shall have perpetual succession, and shall lie able to sue and be sued, plead and be impleaded, 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 Location of line.telegraph line with all the necessary appurtenances, namely:
Beginning at a point in the city of Washington, District of Columbia, at the intersection of Boundary street and New York avenue and extending parallel with the line of the Metropolitan Branch of the Baltimore and Ohio Railroad to a point at about one mile from said Boundary street; thence leaving the line of the said Baltimore and Ohio Railroad and going in a northeasterly course to the northeastern boundary line of the District of Columbia at or near the intersection of the said northeastern boundary line and the Riggs road, as may hereafter be surveyed and agreed on by and between the parties named, or their successors, and the Commissioners of the District Capital stock.of Columbia, That the capital stock of said corporation shall consist of three thousand shares at a par of fifty dollars per share each, which shall in all respects be deemed personal property, and shall be transferable only on the books of the Company to be kept at their principal office.
The persons (or their assigns) hereinbefore named. or a majority thereof, shall constitute a quorum for the transaction of Meeting of incorporators.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 incorporators named herein, shall be published for not less than fifteen days, in one 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 Commissioners.board of commissioners of the Washington and Sandy Spring Narrow Gauge Railroad Company. Said board of commissioners, as soon as practicable after being selected, shall organize by the choice from its members of a president, vice-president, secretary, and treasurer. The said board of commissioners shall cause to be opened books Subscriptions.in the city of Washington, and to receive subscriptions to the *Proviso*.capital stock of said corporation; *Provided*, That the said board of commissioners shall first give ten day’s notice of the opening of books for the subscription to the capital stock of said company; and a cash Ten per cent. to be paid on subscribing.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 an amount equal to two-thirds of the capital stock of said company shall have been subscribed, and five 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 one newspaper published in the city of Washington, at least five days previous to the day of said meeting; and such subscribers as 847 shall attend the meeting so called, either in person or by lawfulElection of directors proxy, then and there shall elect by ballot seven directors for said corporation; and at such 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 said 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 faculties, rights, and privileges hereby granted.
Sec. 2. That the said corporation shall have all the powers, qualities,General powers, etc. faculties, rights, and privileges which lawfully belong to corporations generally, so far as the same shall be necessary for the purposes of its incorporation. Sec. 3. That there shall be seven directors of said corporation,Board of directors. who 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 successors shall be elected. They shall be stockholders of the corporation. They shall be elected under 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 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 one or more newspapers published in the city of Washington. In all elections, and in the decision of all questionsElections. 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 in person or represented by proxy, shall be a quorum of a meeting of the stockholders. Stockholders may vote in person or by proxy, and the form of proxies may be prescribed by the bylaws. Less than a quorum of the 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.
Sec. 7. That said corporation shall have authority to construct,Authority. maintain, and work the railroad mentioned in the first section of this act, and such branches or lateral railroads from its main line as Congress may hereafter grant authority. Sec. 8. That the said railroad may be constructed with doubleConstruction. tracks or single tracks, as the said corporation shall deem proper; and said corporation may construct and maintain all bridges, and other 848 structures and works which it shall deem necessary for the purpose of its incorporation; but the land which it shall have the right to acquire for the construction of such road and works shall not exceed an amount to be hereafter agreed on between said corporation and the commissioners of the District of Columbia.
Sec. 9. Bonds. That said Washington and Sandy Spring Narrow Gauge Railroad Company be, and they are hereby, authorized to issue their bonds to aid in the construction and equipment of its railroad to the extent of sixteen thousand dollars per mile for each any every mile or fraction thereof, and to secure the same 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.
Sec. 10. Completion. That the railroad herein authorized to be built shall be completed and in operation within three years from March first, eighteen hundred and eighty-nine, and in default of such completion within the time in this section specified, all rights, franchises, and privileges granted by this act shall immediately determine. Sec. 11. Securing lands where consent is refused. That if the corporation can not agree with the owner for the purchase, use, or occupation of land, gravel, earth, timber, or other material 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 nor less than five days thereafter.
Sec. 12. Summoning jury. That the said United States marshal shall accordingly summon eighteen disinterested men, not related to either party; and if any of them refuse to attend, he may then summon or call others immediately to make up the number of eighteen. Each party 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 so stricken off by the parties, until the number shall be reduced to twelve, who shall be a jury.
Sec. 13 Condemnation by jury. That the marshal shall then administer an oath or affirmation to every person of the jury that he will impartially and to the best of his skill and judgment value the land 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 them all. and setting forth in case of land the boundaries of the land and the estate, Report of inquisition.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. 14. Proceedings in court . That, such inquisition and report shall be confirmed by such 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 inquisition and report shall be confirmed by the court.
Upon such confirmation of the first or any subsequent inquisition and report, and upon payment or tender 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 absolutely, or for such estate, interest, or use as shall have been valued and described in the inquisition and report, as fully as the same could be vested in the corporation by a 849 valid conveyance from the owner, and the corporation shall have the right to take away any material so valued Sec. 15.
That Congress reserves to itself the right to alter, amend,Amendment, etc. or repeal this act. Approved, March 2, 1889.