# An act to incorporate the Washington County Rail Road Company

| AN ACT to incorporate the Washington County Rail Road Company. | Passed May 30, 1853. |
| SECTION 1. Be it enacted by the General Assembly of Maryland, That Daniel Weisel, William Loughridge, Samuel Claggett, Robert Fowler, John Wolf, Hezekiah Boteler, George Cushwa, Elias Davis, John Snyder, Wilfred D. McCardell, William Stonebraker, William B. McLain, William Miller, Emory Edwards, Thomas S. Crampton, George Strause, James H. Carter, Henry S. Garrett, Zenos Barnum and David Brumbaugh, be, and they are hereby appointed commissioners, under the direction of a majority of whom, subscriptions may be received to the capital stock of the Washington County Rail Road Company, for the purpose of surveying, locating and building a rail road from Hagerstown, by the most practicable route, to some point on the Baltimore and Ohio rail road, at or within three miles east or west from Weverton, not exceeding sixty-six feet wide, and that the said commissioners or a majority of them may cause books to be opened at such times and places as they may direct for the purpose of receiving subscriptions to the said capital stock of said company, to which any person, corporation or association of individuals may subscribe after having given such notice of the times and places of opening the same as they may deem proper, and if such a subscription to the capital stock of said company as is necessary for its incorporation be not previously obtained, the said books may be opened, from time to time, at the discretion of said commissioners or a majority of them, and if any of the said commissioners shall die, resign, or refuse to act during the continuance of the duties devolved upon them by this act, another may be appointed in his stead by the remaining commissioners or a majority of them. | Commissioners appointed. |
| SEC. 2. And be it enacted, That the capital stock of the Washington county rail road company, shall be one million dollars, in shares of twenty dollars each, which said capital may be increased at the discretion of the directors to be appointed as hereinafter provided for, to an amount not exceed one and an half millions of dollars, | Capital stock. |
| and as soon as five thousand shares of the capital stock shall be subscribed, the subscribers of the said stock their successors and assigns, shall be, and they are hereby declared to be incorporated into a company, by the name of the Washington County Rail Road Company, and by that name shall be capable in law of purchasing, holding, selling, leasing and conveying estates, real, personal and mixed, so far as shall be necessary for the purpose hereinafter mentioned, and no further, and shall have perpetual succession, by said corporate name, may sue and be sued, and may have and use a common seal, which they shall have power to alter or renew at their pleasure; and shall have, enjoy and may exercise all powers, rights and privileges which are necessary for the purposes mentioned in this act. | Incorporated. |
| SEC. 3. And be it enacted, That upon every subscription there shall be paid at the time of subscribing to the said commissioners or their agents appointed to receive such subscriptions, the sum of one dollar on every share subscribed, and the residue thereof shall be paid in such instalments as the president and directors of said rail road, hereinafter directed to be appointed, shall require; | At the time of subscribing $1 per share to be paid. |
| Provided, that no payment shall be demanded until at least thirty days public notice shall be given in at least two newspapers published in Washington county, and one in the city of Baltimore; and if any subscriber shall fail or neglect to pay any instalment or part of said subscription, thus demanded, for the space of sixty days next after the time the same shall be due and payable, the stock on which it is demanded shall be forfeited to the company, but the president and directors may remit any such forfeitures on such terms as they shall deem proper; Provided always, that in addition to the forfeiture aforesaid, the said company shall be entitled to receive, sue for and recover the said instalment and subscription due as aforesaid, in such manner as other debts and claims are now recoverable by law. | Provisoes. |
| SEC. 4. And be it enacted, That if the subscription herein deemed necessary to the incorporation of said company shall not be obtained within two years after the first opening of subscription books by the said commissioners, thus act and all the subscriptions under it, shall be null and void, and the said commissioners after discharging the expenses of opening the books, shall return the residue of the money to the several subscribers in due proportion to the sums respectively paid in by them. | Subscriptions. |
| SEC. 5. And be it enacted, That as soon as five thousand shares of said capital stock shall have been subscribed, if within two years after the first opening of the books, the said commissioners or a majority of them, shall give thirty days public notice of the time of holding an election for a president and twelve directors of said company, and that in said election the stockholders may vote in person or by proxy, according to the number of shares held; | Election of president and directors. |
| and the commissioners aforesaid or three or more of them, shall be judges of the first election of directors, and any stockholder shall be eligible as president and director, and the said commissioners shall deliver over the original subscription to the president and directors immediately after their election. | Judges of election. |
| SEC. 6. And be it enacted, That to continue the succession of the president and directors of said company, twelve directors shall be chosen annually, after notice as aforesaid, on the second Monday in January, in every year, by the stockholders of said company, and the directors or a majority of them, shall have power to appoint judges of elections, and to elect a president of said company from among the directors, and to allow him such compensation for his services as they may deem proper; | President and directors to be chosen annually. |
| and if any vacancy shall occur by death, resignation or refusal to act of the president or any of the directors of the said company, the president and directors or a majority of them, shall elect some person or persons to serve until the next annual election; and the said president and directors of the company shall hold and exercise their offices until a new election of president and directors; and that all elections which are by this act or by the laws of the said company to be made on a particular day, if not made on such day, may be made at any time within sixty days thereafter, after notice as aforesaid. | Vacancy——how filled. |
| SEC. 7. And be it enacted, That a general meeting of the stockholders may be called at any time upon giving thirty days public notice; Provided, that a majority of the stockholders holding a majority of the capital stock of said company shall be required to transact business in such meeting of the stockholders. | Meeting of stockholders. |
| SEC. 8. And be it enacted, That the said president and directors or a majority of them, may appoint all such officers, engineers, agents or servants whatsoever, as they may deem necessary for the transaction of the business of the company, and may remove them at their pleasure; | Officers. |
| and they or a majority of them, shall have power to determine, by contract, the compensation of all such officers, in the employ of said company, and to determine the manner of adjusting and settling all accounts against said company, and also the manner and evidence of the transfer of stock in said company; | Compensation. |
| and they or a majority of them, shall have power to pass all by-laws which they may deem necessary or proper for exercising all the powers vested in the company hereby incorporated, and for carrying the objects of this act into effect; Provided, only, that such by-laws shall not be contrary to the laws of the United States, or the laws of this State, or any of the provisions of this act. | Power to pass by-laws. |
| SEC. 9. And be it enacted, That if the capital stock of said company shall be deemed insufficient for the purposes of this act, then and in that case, it shall and may be lawful for the president and directors of said company or a majority of them, from time to time, to increase the said capital stock by the addition of as many shares as they may deem necessary, for which they may, at their option, cause subscriptions to be received in the manner prescribed by them, or may sell the same for the benefit of the company, for any sum not under their par value; and that they or a majority of them, shall have power to borrow money for the objects of this act, to issue certificates or other evidence of such loans, and to pledge the property of the company for the payment of the same and its interest. | May increase capital stock. |
| SEC. 10. And be it enacted, That the president and directors of said company shall be, and they are hereby invested with all the rights and powers necessary to the construct a road or roads from Hagerstown, to any point on the Baltimore and Ohio rail road, within the limits of Frederick or Washington counties as prescribed in the first section of this act, not exceeding sixty-six feet wide, with as many sets of tracks as the said president and directors may deem necessary; and they may cause to be made, or contract with others for making said rail roads, and they, their agents, or those with whom they may contract for making any part of the same, or their agents, after the purchase and condemnation thereof in the manner hereinafter prescribed, may enter upon, and use and excavate any land which may be wanted for the site of the said rail road, or the erection of the warehouses or other works necessary for said rail road, or for any other purposes necessary for the construction or repair of said road or its works, and that they may build bridges, fix scales and weights, lay rails, and may taken and use any earth, timber, gravel, stone or other materials, which may be wanted for the construction or repair of any part of said road or any of its works, and may make and construct all works whatsoever, necessary or expedient in order to the proper completion of said road. | President and directors vested with power to construct road, &c. |
| SEC. 11. And be it enacted, That the president and directors of said company or a majority of them, or their agents, may agree with the owner or owners of any land, earth, timber, gravel or other materials, or any improvements, for the construction or repair of said road or its works for the purchase or use and occupation of the same; | May agree with owners of land, &c. |
| and in case they cannot agree, or if the owner or owners, or any of them, be a feme covert, under age, non compos mentis, or out of the county in which the property wanted may be, when such land or materials may be needed, on application to a justice of the peace of such county, he shall issue his warrant, under his hand and seal, to the sheriff of said county, requiring him to summon a jury of twenty inhabitants of said county, not related nor in anywise interested in the premises, to meet on the land or near the other property or materials to be valued, on a day to be specified in said warrant, not less than ten nor more than twenty days after issuing the same; and if at such time and place in case any of the jurors summoned do not attend, the said sheriff shall immediately summon as many jurors as may be necessary, with the jurors in attendance, to furnish a panel of twenty jurors in attendance, and from them each party, its, his, her or their agent, and if either be not present, in person or by agent, the sheriff may strike off four jurors, for each of the absent parties, and the remaining twelve shall act as the jury of inquest of damages; | In case of disagreement, sheriff to summon jury of inquest. |
| and before they act as such the sheriff shall administer to each of them an oath or affirmation, as the case may be, that he will justly and impartially value the damages which the owner or owners of said lands and materials will sustain by the use or occupation of the same, required by the company; | Oath. |
| if required by the party or parties, whose lands are to be effected by their proceedings, the jury shall cause to be summoned such witnesses as the parties may require, and shall examine them, on oath, in relation to the value of the property to be condemned, and the damages to that adjoining; | Witnesses may be summoned. |
| and they shall reduce the testimony, if any is taken by them, to writing, and after the testimony is closed in each case, and without any unnecessary delay, and before proceeding to the examination of any other claim, they shall ascertain and determine the compensation which ought justly to be made by the said company to the party or parties owning or interested in the real estate appraised by them; and said company shall give written notice to all persons, whose interests are to be effected by the condemnation of any lands, of the time and place of holding the inquisition, at least ten days prior to the holding of such inquisition; | Testimony to be reduced to writing. |
| and the said jury shall reduce their inquisition to writing, and shall sign and seal the same, and it shall then be returned by the said sheriff to the clerk of the circuit court for his county, and by such clerk filed in his court, and shall be confirmed by said court at its next session, if no sufficient cause to the contrary be shewn, and when confirmed, shall be recorded by said clerk at the expense of said company; | Inquisition to be recorded by clerk of Circuit court. |
| but if set aside the said court may direct another inquisition to take place in the mode before described, and such inquisition shall describe the property taken, or the bounds of the land condemned, and the quantity or duration of the interest in the same, valued for the company, and such valuation when paid or tendered to the owner or owners of said property, or his, her or their legal representatives, shall entitle the said company to the estate and interest in the same thus valued, as fully as if it had been conveyed by the owner or owners of the same; and the said valuation, if not received when tendered, may at any time thereafter be received from the company, without cost, by the said owner or owners, his, her or their legal representatives; | If set aside, court may direct another inquisition. |
| Provided, that no private property shall be taken by said company for the use of said road without just compensation as agreed upon between the parties or awarded by the jury, being first paid or tendered to the party entitled to such compensation; And provided, that no timber of any kind shall be cut on any land other than the bed of the rail road by the company or taken by them, or any of their agents or employees for the use of the said rail road, without the consent of the owners; And provided further, that all costs and expenses that may accrue in consequence of the condemnation of any lands or material for the use of the said rail road shall be paid by said rail road company. | Provisoes. |
| SEC. 12. And be it enacted, That whenever, in the construction of said road or roads, it shall be necessary to cross or intersect any established road or way, either public or private, it shall be the duty of the said president and directors of said company, so to construct the said road across such established road or way, as not to impede the passage or transportation of persons on property along the same, or when it shall be necessary to pass through the lands of any individuals, it shall also be their duty to provide for such individuals, proper wagon ways across said road or roads, from one part of his lands to the other; and whenever any road or roads may hereafter be authorised to be made by the Legislature where it may be necessary to to cross said rail road, the company shall make or cause to be made a proper and convenient way for said road to cross; the expenses of which shall be paid as the Legislature may direct. | Proper wagon ways to be provided in crossing other roads. |
| SEC. 13. And be it enacted, That if the said company should neglect to provide wagon ways across said roads as required by the twelfth section of this act, it shall and may be lawful for any individual to sue said company, and be entitled to such damages as a jury may think him or her entitled to for such neglect or refusal on the part of said company. | Liable for damages, in case of neglect to provide wagon ways. |
| SEC. 14. And be it enacted, That said company shall start and run their cars for the transportation of passengers and property, at regular times, to be fixed by public notice, and shall furnish and sufficient and full accommodations for the transportation of all such passengers and property as shall, within a reasonable time previous thereto, be offered for transportation at the place of starting, and at the usual stopping places established for receiving and discharging way passengers and freight for that train, and shall taken, transport and discharge such passengers and property at, from and to such places, on the due payment of the freight or fare legally authorised therefor, and shall be liable to the party aggrieved in an action for damages for any neglect or refusal in the premises. | To run cars at regular times. |
| SEC. 15. And be it enacted, That a steam whistle shall be attached to each locomotive engine, and be rounded at least one hundred rods from the place where the rail roads shall cross any road or street, except in cities, and be sounded at intervals until it shall have crossed such road or street, under the penalty of thirty dollars, for the neglect of the provisions of this section, to be sued for before any justice of the peace of the election district in which such neglect may happen, in ten days after such penalty was incurred, one-half thereof to go to the informer, and the other half to the county in which such neglect may happen; and said company shall also be liable for all damages which may be sustained by any person by reason of such neglect, and all penalties imposed by this act may be sued for in the name of the State; and if such penalty shall be for a sum not exceeding one hundred dollars, then such suit may be brought before a justice of the peace, and may be commenced by serving a summons on any director, agent or engineer of said company. | Steam whistle to be placed on locomotive, and sounded in crossing roads, &c. |
| SEC. 16. And be it enacted, That the company shall be entitled to exact or receive not more than four cents a ton per mile on all goods, merchandise or property of any description whatsoever, transported on said rail road, and also not exceeding four cents per mile for each passenger whom they may transport. | Charges for transportation. |
| SEC. 17. And be it enacted, That the said president and directors shall, annually or semi-annually, declare and make such dividends as they may deem proper, of the net profits arising from the resources of the company, after deducting the necessary current and probable contingent expenses, and that they shall divide the same among the stockholders of said company, in proportion to their respective shares. | Dividends. |
| SEC. 18. And be it enacted, That if any person or persons shall wilfully, by any means whatsoever, injure, impair or destroy any part of any rail road constructed by said company under this act or any of the necessary works, buildings, carriages, vehicles or machinery of said company, such person or persons so offending shall each of them for every such offence forfeit and pay to the said company the actual damages sustained, which may be recovered in the name of the said company by an action of debt before any justice of the peace or in the circuit court for the county where such offences may be committed, and upon conviction of such offence shall be punished by fine and imprisonment in the discretion of the court. | Forfeiture for injuring road. |
| SEC. 19. And be it enacted, That if this road shall not be commenced in two years from the passage of this act, and shall not be finished in ten years from the time of its commencement, then this act shall be null and void. | When to be commenced and finished. |
| SEC. 20. And be it enacted, That nothing in this act shall be so construed, as to authorise the said company to issue any note, token, scrip, or other evidence of debt to be used as currency; | Banking forbid. |
| and the Legislature hereby reserves the right to alter, amend or repeal this act at pleasure. | Reservation. |
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