Sec.[Section] 1. Be it enacted by the people of the state of Illinois, represented in the General Assembly, That Calvin Riley, Caleb Stone, S. H. Anderson, David Smith and Daniel Meeker, of the county of Madison; Harry Wilton, Sidney Breese and Zophar Case, of the county of Clinton; Rufus Ricker and William W. Pace, of the county of Marion; Samuel Leech and Rigdon B. Slocumb, of the county of Wayne; Joel Churchill, George Flower and Archibald Spring, of the county of Edwards: Joshua Beal, Thomas S. Hinde, Hiram Bell, Doctor Ezra Baker, jr. and Scoby Steward, of the county of Wabash; and William Daniels and James Lewis, of the state of Indiana, and all such persons as shall become stockholders, agreeably to the provisions of this act, shall be, and they are hereby constituted a body politic and corporate, in fact and in name, by the name of “The Mount Carmel and Alton Rail Road Company;” and by that name, they, and their successors and assigns, shall and may continue for the term of sixty years, from and after the passage of this act, and shall and may sue and be sued, plead and be impleaded, answer and be answered unto, in all courts and places whatsoever; and shall have power to make and use a common seal, and the same to alter

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and renew at pleasure: and also to adopt, establish, and carry into execution, such laws, ordinances and regulations, as shall, by its president and directors, be judged necessary or convenient for the government and management of the said company, its officers, agents, superintendents and property—and the same to change, alter, repeal, annul, and reenact; Provided, that such laws, ordinances and regulations, be not contrary to this act of incorporation, the laws and constitution of the United States, or of the state of Illinois.

Sec. 2. The corporation shall have the right and power to construct, and during its existence, to maintain and continue, a rail road, with one or more sets of tracks, and with such suitable turns out, sidelings, and other appendages, as may be deemed necessary for the convenient use of the same—commencing at the Great Wabash river, in the town of Mount Carmel, in Wabash county, and running thence on the most eligible and practicable route, as a majority of the directors of the company shall determine, passing through Albion, in Edwards county, Fairfield, in Wayne county, Salem, in Marion county, Carlyle, in Clinton county, and Edwardsville, in Madison county, to Alton, on the Mississippi river, or as near to said intermediate points as practicable.

Sec. 3. The capital stock of the said corporation, hereby created, shall be one million of dollars, to be divided into shares of fifty dollars each, which shall be deemed personal property, and be transferrable, in such manner as the said corporation shall direct, by its bye-laws.

Sec. 4. That the persons named in the first section of this act, shall be, and they are hereby appointed commissioners, whose duty it shall be, within three years from the passage of this act, to open books to receive subscriptions to the capital stock of said corporation, at such time or times, and place or places, as they, or a majority of them, shall think proper—giving notice thereof, at least thirty days prior to the opening of said books, by publishing the same, in at least three of the newspapers printed in this state—in at least one newspaper printed in each of the states of Indiana and Missouri, and in one or more of the newspapers printed in the cities of Philadelphia and New York; and that the said books shall be kept open as long as the said commissioners, or a majority of them, shall think proper, or until two-thirds of the capital stock, hereby created, shall have been subscribed for; and if more subscriptions shall be taken than the amount of two-thirds of the said capital stock, it shall be in the power of the said commissioners, or a majority of them, to apportion the stock to the subscribers, pro rata.

Sec. 5. That the legislature of this state shall have the right of subscribing for one-third of the capital stock of the company created by this act, and shall have the appointment of three of the directors, after said subscription shall have been made—which directors shall be appointed or elected in such manner as the legislature shall direct by law; Provided, that if the legislature shall omit or refuse to authorise and make such subscription, for the space of two years after the said company shall have been commenced the construction of the said rail road, then the right to subscribe shall cease, and the said company may proceed to dispose of the remaining one-third part of the capital stock, and cause the same to be subscribed for and paid in, in such manner as the directors shall, by the bye-laws of the company, direct.

Sec. 6. There shall be paid to the commissioners, at the time of subscribing, the sum of five dollars on each and every share subscribed, to be paid over to the directors of the company when elected; and whenever two-thirds of the said capital stock shall have been subscribed, and distribution made thereof, as aforesaid, or as soon as one thousand shares of the said stock shall be taken, it shall be the duty of the said commissioners, or any five of them, to give public notice, in the manner directed by the fourth section of this act, for the opening of the books of subscription, that a meeting of the stockholders will be held at Carlyle, in the county of Clinton, for the election of nine directors; and such election shall then and there be made by such of the stockholders as shall attend, either in person or by proxy. Each share of the capital stock shall entitle the owner or holder to one vote, either personally or by proxy. Any three or more of the said commissioners shall be inspectors of the first election of directors of said company, and shall certify under their hands, the names of those duly elected, by a plurality of votes given, and deliver over the subscription money, books and papers, to said directors: and the time of holding the first meeting of the directors, shall be fixed by the said commissioners.

Sec. 7. The first directors to be elected shall hold their offices until the first Monday in May ensuing their election, and until others shall be elected; and every election of directors thereafter, shall be held annually, at such place as shall be fixed by the bye-laws, on the first Monday in May, in each and every year—notice of the same being first given, in such manner as the bye-laws shall direct. Every election shall be held under the inspection of three stockholders, not being directors, who shall be previously appointed by the board of directors. All elections shall be by

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ballot, and a plurality of votes given, either personally or by proxy, shall constitute a choice. No stockholder shall be eligible to the office of director, unless he shall own to the amount of at least one hundred dollars of stock in the said corporation. In case an equal number of votes should be given for any two or more directors, the remainder of the directors shall, by ballot, determine which of said persons, so having an equal number of votes, shall be entitled to a seat at the board.

Sec. 8. In case it should so happen, that an election for directors shall not be made, on any day when, pursuant to this act, it ought to have been made, the said corporation shall not, for that cause, be dissolved; but such election may be held at any other time, directed by the bye-laws of the corporation, within ninety days after the day on which it should have been held, and the directors shall continue to act until a new board shall be elected.

Sec. 9. The said directors, or a majority of them, may supply any vacancy occurring in the interval between the annual elections, by the death, resignation, removal, or refusal to act, of any president or director; and may appoint a treasurer, a secretary, and all other officers, engineers, superintendents and servants, that may be required to transact the business of the company, with such compensation as they may determine upon, and may exact from them such security for the due performance of their respective duties, as they may think expedient. The said directors, as soon as convenient after their election, shall elect one of their number to be the president of the board of directors, whose duties shall be defined by the bye-laws of the corporation.

Sec. 10. The said corporation is hereby empowered to purchase, receive and hold, such lands and real estate, as may be necessary and convenient for the accomplishing the objects for which this act of incorporation is granted; and may, by their agents, surveyors, engineers, and other persons in their employ, enter upon, and take possession of, and use all such lands and real estate, and materials, as may be indispensable for the construction and maintenance of their rail road and appendages, and the accommodations and appurtenances required and appertaining thereto. And it shall be lawful for the said president and directors, their agents, engineers, superintendents, or others in their employ, to enter at all times, upon all lands and water, to whomsoever they may belong, for the purpose of exploring, surveying, leveling or laying out any proposed route or routes for the said rail road, and to erect all necessary embankments, works and appendages of the said survey,

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and make such marks and monuments to indicate and perpetuate the lines and description of the said route or routes, doing no unnecessary injury to private or other property, and being liable for damages to the owner of any such lands or property for any injury that may be done thereto; and may also acquire and hold and possess, by purchase, devise, or voluntary grant from the general or state government, or from any corporation, company, individual or individuals, any lands and real estate within this state, to aid in the construction, maintenance and accommodation of said rail road, completely vesting in the said corporation, absolutely in fee simple, the same with power and authority in law to pledge, mortgage, bargain and sell, and convey the same, to aid in carrying into full effect the intents and objects of this act of incorporation; Provided, that the lands to be held by this corporation, during the time of the existence of this charter, shall be confined to such lands only as are indispensably necessary for the construction and maintenance and accommodation of the said rail road and appendages, not exceeding three hundred feet on each side of the centre line of the said rail road, and such other flats of lands as shall be necessary for the erection of ware houses, engine houses, workshops, stables and other buildings, on the route and at the termination of the said rail road; and all other lands and real estate whatsoever, in any manner howsoever acquired, shall be sold and disposed of by the said corporation, within fifteen years from and after the passage of this act; and no other lands and real estate shall be afterwards acquired by the said corporation; but all lands and real estate entered upon for materials or for the road way, which are not donated or owned by the company, shall be purchased by the corporation of the owner or owners thereof, at a price to be agreed on mutually, by the company and the owner or owners. In case of a disagreement as to price, and before taking any materials, or making any part of the said rail road on said land in controversy, it shall be lawful for the commissioner, engineer, superintendent, or other authorised person or persons of the said company, to apply to some justice of the peace, in and for the county in which the lands may be situated, who shall cause five freeholders, not interested in the lands or materials in controversy, or in any way likely to come into controversy, to be summoned; who, being sworn faithfully and impartially to examine the materials or grounds, to be pointed out to them by the commissioner, engineer, superintendent, or other authorised person or persons, and reasonable notice having been given to the owner or owners of the property, if known, and residing in the state, said freeholders shall assess the damages which

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they shall believe such owner or owners will sustain, over and above the additional value which such lands, or other lands of the same owners in the vicinity, will derive from the construction of the said rail road, and make a report, signed by at least a majority of them—one of which they shall deliver to the commissioner, engineer, superintendent, or other person or persons, requiring said view and assessments, and the other to the justice of the peace; and the amount of damages, if any, and the costs being paid to the owner or owners, or deposited with the clerk of the circuit court of the said county, for said owner or owners, the road may be forthwith located, constructed, and materials taken, without any let or hindrance by the said owner or owners, their heirs or assigns; and the circuit court of the proper county, acting and sitting as a court of chancery, in case no appeal is taken as hereinafter provided for, may order and direct a conveyance of the land, so indispensable and necessary to the construction and accommodation of the said rail road, to be made to the said corporation. If either party shall be dissatisfied with the valuation, where lands are in question, an appeal may be taken in thirty days, to the circuit court of the county in which the lands are situated, by petition, setting forth the facts of the case—describing the lands and the premises, and the necessity of such lands for making and maintaining said rail road and appendages, and the attempt and failure to purchase the same, with the name and residence of the owner or owners of the same, if known, and the reasons why the purchase cannot be made; and the circuit court aforesaid, acting and sitting as a court of chancery, shall direct such notice to the owner and parties, as shall be deemed reasonable, of the time of hearing the parties; Provided, that in case the appellee shall have seven days’ notice of the taking of the appeal, no farther notice shall be necessary, but said court shall proceed to hear and determine said case as speedily as practicable; and upon proof of the service of notice of the appeal, and upon hearing the testimony of the parties, (which may be taken orally or by deposition,) it shall make such order and decree in the premises, as to it may seem proper and equitable; and may either increase or diminish the amount of damages assessed, or reject said petition altogether; and shall also make such order for the payment of costs, as shall be just and proper. It shall also order a conveyance of the land in controversy to be made to the corporation, when the decree of the court shall be complied with on the part of the corporation. Whenever said order and decree shall be fully complied with on the part and behalf of the said corporation, it shall be possessed of the land

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in controversy, and may enter upon and take possession of, and use the same for the purposes of the said road. Where a difficulty shall arise as to the value of materials, which may be needed to construct said work, or the amount of damages done by the agent of the company, passing through said land, in collecting materials aforesaid, there shall be no appeal to the circuit court; but in case the parties or either of them, shall be dissatisfied, and it shall appear to the justice that it is right and necessary to justice, he may set aside the first valuation, (Provided the same shall be done in three days after the return of the report of the freeholders,) and appoint five other commissioners, being freeholders, to appraise and value the materials or damages last aforesaid, whose award in the premises shall be final, and who shall apportion the costs as may appear just, on one or both of the parties.

Sec. 11. In case any married women, infant, idiot, or insane person, or non-resident of the state, who shall not appear after such notice, shall be interested in any such land or real estate, the circuit court, or justice of the peace, shall appoint some competent and suitable person to appear before said freeholders, or commissioners, or said circuit court, and act for and in behalf of such married woman, infant, insane person, idiot, or non-resident of the state.2

Sec. 12. The said president and directors shall cause such examinations and surveys for the said rail road to be made, as may be necessary to the selection by them, of the most advantageous line, location, course or way, for the said rail road, on the route set forth in the second section of this act; and shall, after such examinations and surveys shall be made, select, and by certificates under their hands and seals, or under the hands and seals of a majority of them, designate the line, location, course or way, which they, or a majority of them, shall deem most suitable and advantageous for said rail road—a copy of which certificates shall be filed in the office of the secretary of state of this state, to be by him recorded and preserved, at the cost and charges of the corporation—which line, location, course or way, so selected, certified, filed and recorded, shall be deemed the line, location, course or way, on which the corporation shall construct, erect, build or make the rail road contemplated by this act.

Sec. 13. When the route, line, location, course or way, of the said rail road, or of any division, section, or portion thereof, shall be determined upon, as provided for in the preceding section, it shall be lawful for the said company, by its officers, agents, engineers, superintendents, contractors and workmen, to enter upon the said line, or location of the road, and to erect embankments, bridges, viaducts, cul-

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verts and all other works necessary to lay rails thereon, and to do all other things which shall be suitable and necessary for the effectual completion of the said road. And so soon as the said road, or any division, section, or portion thereof, shall be completed and ready for use, the said corporation are hereby authorised and empowered to procure and place cars and carriages thereon, for the purpose of transporting persons, and every description of property thereon; and may use any description of power or powers for traction on the said road, that they may deem most useful, safe and expedient. The president and directors shall, by rules and regulations, to be adopted and published from time to time, regulate the time of departure and arrival of cars and carriages, the rate of speed or travel on the said road, the description of cars or carriages to be employed, the weight of load for each, and all and every matter and thing necessary for the safety and accommodation of persons and property, to be by them transported on the said rail road: and the said corporation shall be liable for the acts and doings of their officers, agents, and other persons in their employ, and engaged in the transportation of persons and property on the said road, in like manner as all common carriers are liable in law.

Sec. 14. The said corporation is hereby authorised to transport persons and property on the said rail road, and shall have power to erect and maintain toll houses, warehouses, engine and carriage houses, work-shops, and other necessary buildings, for the accommodation of their concerns; and from time to time to fix, regulate, demand and receive, the tolls and charges to be by them received, for the transportation of persons and property, and for the storage of merchandise and other property, placed under their charge: Provided, that the nett tolls and charges after deducting the amount of all costs and expenses, in maintaining the said rail road and appendages, and a reasonable allowance for the wear and tear of the same, and of the carriages and cars used thereon; the wear and tear of buildings and bridges, and their insurance against accidents by fire; and also all incidental charges of transportation and officers, and servants of the company, shall not exceed twelve per cent. per annum, on the capital invested by the said corporation, for any ten years taken together.

Sec. 15. Five directors of the said corporation shall form a board; and they, or a majority of them, shall be competent to transact all the business of the corporation. And it shall be lawful for said directors to require payment of the sums to be subscribed to the capital stock, at such times and in such proportions, and on such conditions, as they shall

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deem fit and right, under the penalty of the forfeiture of all previous payments thereon, and shall give notice of the payments thus required, and of the place and time where and when the same are to be paid, at least twenty days previous to the day of payment, in some newspaper printed in this state, nearest to the route of the said road; and they are authorised and required to receive new subscriptions to any of the capital stock not previously taken and subscribed for, under such regulations as they shall prescribe by the bye-laws, and to give notice thereof, at least thirty days previous to opening the books to receive such subscriptions.

Sec. 16. Whenever it shall be necessary for the construction of the rail road, to intersect or cross any stream of water, or water courses, or any road or highway, between the places mentioned in the second section of this act, for the commencement and termination of said road, it shall be lawful for the corporation to construct said rail road across the same; but the corporation shall restore the said stream, or water course, or road, or highway, thus intersected, to its former state, or in a sufficient manner not to impair its usefulness.

Sec. 17. The said corporation may, at their option, construct their bridges, viaducts, and causeways, of sufficient width to admit of the passage of the common road travel; and may demand, take and receive, such reasonable toll for the passage of persons, wagons, vehicles, and stock, over the said causeways, bridges or viaducts, as may be fixed by the said corporation, and printed and posted up at some conspicuous place, on or near the said structures or causeways.

Sec. 18. It shall be lawful for any rail road company which now is, or may be hereafter incorporated by the legislature of this state, or for the state of Illinois, to join and unite with the rail road to be constructed under the provisions of this act, a rail road at any point or points which may be thought advisable, and upon such terms as the directors of this company, and of the other, or the state of Illinois, may respectively and mutually agree upon; and in case of a disagreement concerning the terms as aforesaid, then upon such terms as the circuit court of the county in which such connection of the two roads is proposed, shall, upon a full hearing of the facts and circumstances of the case, determine to be equitable and just between the parties.

Sec. 19. If any rail road company, which now is, or may hereafter be incorporated, or if the state of Illinois shall construct a rail road on the route from Shawneetown to Alton, via Mount Vernon, in Jefferson county, or via Carlyle, or its vicinity, in Clinton county, before the company, here

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by created, shall have constructed the part of the road authorised by this act, on that portion of the route thereof, then it shall be lawful for the directors of this corporation to enter into an agreement with the said company, or with the state of Illinois, which shall have so pre-occupied the route of the rail road hereby authorised to be constructed thereon, to connect the eastern section of their rail road with the said rail road previously constructed, at some convenient point for such connection; and the corporation hereby created, shall be exonerated from any and all liability to construct so much of the rail road contemplated by this act, as lies between said point of connection and the borough of Alton, on the Mississippi river.

Sec. 20. The whole of the stock of the corporation shall be deemed personal property, and together with all tools, implements, machinery, and apparatus of every description, used and employed, or on hand and belonging to the said company, shall be liable to be seized, executed and sold, after judgment or decree, to make good any contract, agreement or stipulation, made by any agent, superintendent, or other authorised person or persons of said company; and it shall be a sufficient service of process or notice, in all cases, to leave a copy of the same with the president of the board of directors, or the secretary of the company, or any director thereof, in case of the absence of the president or secretary, from this state.

Sec. 21. It shall and may be lawful for the president and directors of this corporation, to borrow money, from time to time, for the sole purpose of constructing the rail road hereby authorised to be made, and to pledge the property of the corporation, real, personal and mixed, for the re-payment thereof, with the interest thereon accruing; Provided, that if the state shall become a joint stockholder in said corporation, only two-thirds of the property belonging to said corporation, shall be so pledged; and the share or interest which the state shall acquire in the said property, or corporation, shall in no event be pledged or mortgaged, without the consent of the legislature, first had and obtained.

Sec. 22. At the expiration of thirty years from the completion of said road, the legislature of the state may cause an appraisement of the said road, and the appendages thereof, to be made by six persons, three of whom shall be chosen by the legislature, and three by the said corporation, who, or a majority of them, shall report the value thereof to the governor, within one year from the time of their appointment; or if they cannot agree, they shall choose a seventh person, who, with the six, or a majority of the whole, shall report as aforesaid; or in case the said company shall

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refuse or neglect to appoint three persons, within two months after the said appointment by the legislature, then the three persons so appointed by the legislature, shall proceed to make such appraisement, which shall be binding on the corporation; and thereupon the state shall have the privilege for two years, of taking said road and its appendages, and property, upon the payment to the company of the amount of the said reported value thereof, within one year after electing to take said road—which report shall be filed in the office of the secretary of state of this state; and upon such payment, the whole property and interest of said road and appendages thereof, shall be vested in the state of Illinois.

Sec. 23. If this road shall not be commenced within five years, from the passage of this act, and completed within ten years thereafter, this act shall be void: Provided, that if the company shall be deprived of the right of constructing the westerly division thereof, in consequence of the pre-occupancy of the route by some other company, or by the state, as contemplated in the nineteenth section of this act, a construction of the eastern division thereof, from Mount Carmel to the intersection of the said prior-constructed road, shall be deemed a completion of this road as contemplated by this section.

Sec. 24. This act shall be deemed and taken as a public act, and as such shall be taken notice of, by all courts of justice in this state, without the necessity of pleading the same, and shall be in force from and after its passage.

Approved, Jan. 16, 1836.