Prescott journal. [volume] (Prescott, Wis.) 1861-1871, 1870-04-21

crease or diminish the number of directors to
be elected at the next annual meeting of the
stockholders, and the number to be elected
shall be specified in the notice OF election,
but shall never be less than nine nor more
than fifteen.
Sec. Z. A majority of the board of direc-
tors shall constitute Il quorum for the TRANSACT
ton of any business. They shall meet at
such times and places, and be convened in
such manner as they shall decide upon. They
shall elect one Of their number to be presl-
dent. and one to be vice president. The pres
ident shall, when present, preside at all meet
ings of the board and of the stockholders.
and when absent the vice president shall dis
charge the duties of the president. and when
both are absent the directors may appoint a
| president pro tenn. The board of directors
Shall have power to appoint an executive
committee, and prescribe its powers and du-
ties TO appoint a secretary, treasurer and
such engineers, superintendent, agents and
other officers as they may deem necessary, and
remove them at pleasure prescribe then du-
ties and compensation, and may demand adj
eduate security for the discharge of their re-
spectiye duties and trusts. The directors
shall have power to fill any vacancy which
NAV occur in their own board. The direc-
tors shall issue a certificate or certificates to
the stockholders, for the number of shares
| held by them respectively, signed by the
president and secretary, which shall be trans
ierable in such manner and at such place or
places as shall be prescribed by the bylaws
| and for the purpose of such transfer. they
may establish transfer agencies out of this
| state and such shares shall be deemed per-
sonal property. The directors shall have
| power 10 prescribe tariff of prices for the
transportation of freight and passengers, and
to alter or change the same, or, in their dis
cretion, to empower the superintendent or
other agents to prescribe or alter such tariff.
The directors shall have authority and power,
| and they are hereby authorized and empow-
| cred to make such covenants, contracts and
agreements with any person or persons. CO.
partnership or corporation whatsoever, as the
! construction of their railroad. or its manage
ment and the convenience and interests of The
company and The conduct of its affairs may,
i'm their Judgment require and also TO make
any contract or agreement which they may
think proper, with any person or persons,
company or corporation. leasing to such per-
son or p rsOns, company or corporation, per-
| petually or for a limited time, the whole or
any part of the railroad to be constructed or
owned by this company, together with the
rolling stock, machinery, buildings, tene-
ments or fixtu les, and all other property, real,
personal or mixed. of this company, and all
the franchises, rights, privileges and immune
4 ing rents therefor, or to sell the same. The
| directors shall also have power and authority
| to make, prescribe and establish such by
| laws, rules, orders and regulations, not i'm
| conflict with or repugnant to the constitution
| or laws of this state or of the United States
as they shall think best for the well order
ing of the affairs of said company, and, in
/ general, TO superintend and direct all of the
operations, receipts, disbursements, and all
other affairs and proceedings of said COM
pany.
| Sec g. At each annual meeting of the
stockholders for the election of directors, the
directors of the preceding year shall exhibit
to the stockholders, complete statement of
the affairs and proceedings OF the company
for such year. Special meetings of the
stockholders may be called by order of the
board of directors, or by stockholders hold
ing one-half i'm amount of the capital stock,
on like notice as that required for annual
meetings. which notice shall specify the object
of the meeting.
Sec. g. The said company shall have au-
thority aud power, aud it is hereby author
lied and empowered, in ITS COLI orate capaci-
ty, to borrow any sums of money from any
peason or persons, corporation Lori body poll
tic, of any kind, and for any rate of interest
which may be agreed upon by and between
said company and any person or party of
| whom such money may be obtained and TO
make, execute and deliver allnecessary writ
ings, notes, bonds, mortgages or other papers
and securities, in amount and kind, as may
be deemed expedient by said corporation, in
consideration of any such loan, or in the dis
charge of any liabilities that it may incur in
the construction, repair, equipment or rum
ming of said road and the powers of the
said corporation for the purposes aforesaid
and for all purposes necessary to carrying out
the objects of said company, namely the
construction of railroad from and to the
points aforesaid, are hereby ratified and con-
firmed, and the contracts and official acts of
said company declared binding i'm law and
equity npon said corporation, and upon all
other parties TO such contracts Said compa-
nv shall also have authority and power, and
it is hereby authorized and empowered, in its
corporate capacity, to make, execute, issue
and deliver its bones or obligations. from
time to time, and at any time, in such amount
that all the bonds of said company outstand-
ing at any one time will not exceed the
amount of the capital stock of said company.
The directors of said company are hereby
authorized and empowered to prescribe by
resolution to be by them adopted, the sum or
sums for which each of such bonds shall be
issued, the time or times and place or places
when and where the principal and interest of
the same shall be payable, the person or per-
sons, trustees or corporations to whom the
same shall be payable, and whether payable
to order or TO bearer, or how otherwise nego-
table. the rate of interest which such bonds
shall bear, and the manner and form in which
the interest coupons annexed to them shall be
executed and to secure the payment of any
or all of such bonds, the said corporation is
hereby authorized and empowered, in its cor
porate capacity, to make. execute and deliver
mortgage or deed of tiust upon the Whole
or any part of its railroad Company, con-
siructed or authorized to be constructed, and
of any all of its estate. real personal or
mixed, in possession or expectancy, owned
and acquired, or 10 be thereafter owned and
acquired by said corporation and the said
company is also hereby authorized and en-
powered. in and by such mortgage or deed of
trrst, TO confer upon Ike trustee or MORTGAGE
full and ample powers to enter into and upon,
and to take possession of, have, use and en-
Joy, or to sell and dispose of the whole or
any part of said railroad or its estate. togeth-
er with the functions appertaining to said
railroad. and all corporate and other fran
chises, rights and privileges of said corpora
ton. And the directors of said company
are hereby authorized and empowered to pre-
scribe, by resolution TO be by them adopted,
all matters relating 10 the form and terms of
any such mortgage. or deed of trust, and of
its execution and delivery and they are ar
thorized TO provide for the periodical pay
ment to such trustee or receiver as they shall