An Act to incorporate the Baltimore and Potomac Rail Road Company

by Maryland General Assembly

1853 Chapter 194

AN ACT to incorporate the Baltimore and Potomac Rail Road Company.	Passed May 6, 1853.
SECTION 1. Be it enacted by the General Assembly of Maryland, That Thomas G. Pratt, John S. Selman, Charles R. Stewart, Rezin Hammond, George Wells, Owen Disney, John T. Hodges, James S. Owens, Thomas F. Bowie, George Morton, William R. Barker, William P. Brooke, Dr. Charles Duvall, W. W. W. Bowie, Charles C. Hill, Thomas J. Marshall, Nicholas H. Shipley, P. W. Crain, William B. Stone, John Matthews, John W. Jenkins, Francis Thompson, Uzial Nalley, Walter Mitchell, Edmund Perry, George Thomas, Richard H. Miles, Edmund J. Plowden, John C. Brune, John S. Gittings, James Carroll, Edward Reynolds, Henry Garrett, Francis Neale, Zenus Barnum and William Baker, be, and they are hereby appointed commissioners under the direction of any five of whom, subscriptions may be received to the capital stock of the Baltimore and Potomac rail road company, hereby incorporated, and they or any five of them may cause books to be opened at such times and places as any five of them may direct, for the purpose of receiving subscriptions to the capital stock of said company, after having given such notice of the times and places of opening the same as they may deem proper, and upon the first opening of the said books, they shall be kept open for at least five successive days, from ten o'clock, A. M. to two o'clock, P. M. and if at the expiration of that period such a subscription to the capital stock of the said company, as is necessary to its incorporation shall not have been obtained, the said commissioners of any five of them, may cause the said books to be opened from time to time after the expiration of the said five days, within the space of five years thereafter or until the amount of stock necessary to the incorporation of said company, shall have been subscribed, if sooner subscribed, and if any of the said commissioners shall die, resign or refuse to act during the time for the continuance of the duties imposed on them by this act, another or others may be appointed by the remaining commissioners or a majority of them.	Commissioners appointed.
SEC. 2. And be it enacted, That the capital stock of the Baltimore and Potomac rail road company, shall be one million of dollars, and as soon as two thousand five hundred shares of the said capital stock shall be subscribed, the subscribers of the said stock, their successors and assigns, and their associates by subsequent subscriptions, shall be and they are hereby declared to be incorporated into a company, by the name of the Baltimore and Potomac rail road company, and by that name shall have perpetual succession, and be capable in law of purchasing, holding, selling, buying and conveying estate, real, personal and mixed, so far as the same may be necessary for the purposes hereinafter mentioned, and no further, and by said corporate name, may sue and be sued, may have and use a common seal, and shall have, enjoy and may exercise all the powers which other corporate bodies may lawfully do for the purpose mentioned in this act.	Capital stock.
SEC. 3. And be it enacted, That upon every subscription of stock there shall be paid at the time of subscribing to the said commissioners, or their agent or agents, appointed to receive such subscriptions, the sum of two dollars on every share subscribed, and the remainder shall be paid in such instalments and at such times as may be required by the president and directors of the said company; Provided, no payment shall be demanded until at least thirty days public notice of said demand shall have been given by the said president and directors, and if any subscriber shall fail or neglect to pay any instalment, or part of subscription thus demanded, for the space of sixty days after the same shall be due the stock on which it is payable, shall be forfeited to the company, and may be sold by the said president and directors, for the benefit of the said company, but the president and directors may in their discretion remit any such forfeiture and institute and sustain in the name of the company, action or actions before any tribunal in this State, having jurisdiction of the subject matter, to recover from any subscriber thus making default, any instalment or part of subscription so as aforesaid demanded.	At the time of subscribing $2 per share to be paid.
SEC. 4. And be it enacted, That if the subscription herein made necessary for the incorporation of the said company, shall not be obtained within five years after the first opening of the subscription by the commissioners, then this act and all the subscriptions under it, shall be null and void, and the said commissioners after discharging all expenses by them incurred in the premises, shall return the residue of the money paid in upon such subscriptions to the several subscribers in proper proportions to the sums respectively paid in by them.	Act null and void, if subscription be not obtained within five years.
SEC. 5. And be it enacted, That so soon as two thousand five hundred shares of the said capital stock shall have been subscribed, if within five years after the first opening of the books, the said commissioners or any five of them shall call a general meeting of the subscribers, at such time and place as they shall appoint, having given by advertisement at least thirty days notice thereof, and at the meeting so called, the said commissioners shall lay the subscription books before the subscribers then and there present, and thereupon the said subscribers, or those holding or representing a majority of the stock subscribed, shall elect seven directors by ballot, to manage the affairs of the said company, and the said directors, or a majority of them, shall elect a president either from amongst the directors or others, and may allow him such compensation for his services as president, as they may think proper, and in said election and on all other occasions, when a vote of the stockholders is to be taken, each stockholder shall be entitled to one vote for each share of stock owned by him, her or it, and every stockholder may depute any other person to vote and act for him, her or it as his, her or their proxy, and the commissioners aforesaid or any three or more of them, shall be the judges of the first election of directors; Provided, nevertheless, that no person shall be elected president or a director of said company unless he be a stockholder, and the president and a majority of the directors shall be citizens of the State of Maryland.	General meeting to be called.
SEC. 6. And be it enacted, That to continue the succession of the president and directors of said company, seven directors shall be chosen annually on the first Wednesday in June in each year, by the stockholders of the said company, and the directors of the said company or a majority of them, shall have power to appoint judges of all elections by the stockholders, and to elect a president of said company either from amongst the directors or others, subject to the restrictions contained in the fifth section of this act, and to allow him such compensation as they may deem proper, and if any vacancy shall occur by death, resignation or refusal to act of any president or director before the year for which he was elected has expired, a person to fill such vacant place for the remainder of the year, may be appointed by the president and directors of the said company or a majority of them, and the president and directors of the said company shall hold and exercise their offices until a new election of president and directors, and all elections which by this act or by the by-laws of the said company, are to be made on a particular day or at a particular time, if not made on such day or on such time, may be made at any time within three months thereafter; Provided however, that a failure to hold an annual meeting of the stockholders for the purpose of electing directors or the failure to elect directors, during any one or more years shall not be held or taken, to make a forfeiture or to constitute an abandonment of this act of incorporation, but the directors chosen at any time, shall continue to hold and exercise the office until such time as a new election shall be made according to the provisions of this act.	Directors to be chosen.
SEC. 7. And be it enacted, That a general meeting of the stockholders shall be held annually at the time appointed for the election of president and directors of the said company, and general meetings of the stockholders may be held at any time, during the interval between the said annual meetings, by the president and directors of a majority of them, or by stockholders owning at least one-fourth in amount of the stock actually subscribed, upon giving thirty days public notice of the time of holding the same, and when such meeting may be called by the stockholders, the notice shall specify the object of the call; and if at any such called meeting, a majority in value of the stockholders are not present in person or by proxy, the meeting shall be adjourned from day to day, without the transaction of any business, for any time not exceeding three days, and if within three days stockholders having a majority of the stock subscribed do not attend, the meeting shall be dissolved, and all general meetings of the stockholders shall be held at the place where the principal office of the company, for the transaction of the business, shall be located, and said place shall be within the State of Maryland.	General meetings to be held annual. May ne adjourned from day to day.
SEC. 8. And be it enacted, That at the annual meeting of the stockholders the president and directors in office for the preceding year, shall exhibit to the stockholders a clear and distinct statement of the affairs of said company, that at any called meeting of the stockholders, a majority of them present in value, may require similar statements from the directors, whose duty it shall be to furnish them when thus required, and at all general meetings of the stockholders, a majority in value of all the stockholders of the company, may remove from office the president, or any of the directors of the company, and elect others in their stead.	Statement to be exhibited.
SEC. 9. And be it enacted, That if the entire stock of the said company, provided for in the second section of this act, be not subscribed before the first election of president and directors, as hereinbefore provided for, the president and directors may from time to time, open books for additional subscriptions to the stock of the said company, until such subscriptions shall be made to the amount of the said capital stock; and if, at any time the capital stock of the said company shall be found to be insufficient for the purposes of this act, then the president and directors of said company may, from time to time, increase the stock of said company by the addition of as many shares of stock as they may deem necessary, and may receive subscriptions to the same, or sell the same at a price not below their par value, after giving at least thirty days notice of opening the books for subscription, or of selling such shares; Provided, that the president and directors shall not increase the said capital stock beyond the sum or amount of three millions of dollars.	May open books for additional subscriptions. May increase stock.
SEC. 10. And be it enacted, That in all proceedings of the president and directors of the said company, the president shall have one vote, and all questions shall be decided by a majority of votes, and the said president and directors may appoint all and any such officers, engineers, agents or servants whatsoever, as they may consider necessary for the transaction of the business and the accomplishment of the purposes of the company, and may dismiss or change the same at pleasure, and may fix and determine, by general regulations, or by special contract, the compensation of all such officers and others, and may determine by their by-laws and regulations, the manner of settling and adjusting all accounts of any of the said officers against the company, and also the manner and evidence of transfers of the stock of the company, and they shall have power to pass, and from time to time, at their pleasure, change or annul all by-laws and regulations which they may deem necessary for exercising the powers vested in the company hereby incorporated, and for carrying the objects of this act into effect; Provided, such by-laws be not contrary to the laws of the United States, or of this State, or the provisions of this act.	Appointment of officers.
SEC. 11. And be it enacted, That the president and directors shall have power to borrow money for the purposes of this act, and to issue bonds, certificates or other evidences of such loans, and to pledge the property of the company for the payment of the same, and its interest.	Power to borrow money.
SEC. 12. And be it enacted, That the president and directors of the said company shall be, and they are hereby invested with all the rights and powers necessary to the construction, working, use and repair of a rail road from some suitable point in or near the city of Baltimore, and thence within one mile of the town of Upper Marlborough, in Prince George's county, and as near to said town within the limits of that distance as may be practicable, and by or near the town of Port Tobacco, in Charles county, to a point on the Potomac river, to be selected by the president and directors of the said company hereby incorporated, not higher up than Liverpool point, and not lower down than the mouth of Saint Mary's river, with such branches at any point of said rail road, not exceeding twenty miles in length, as the said president and directors may determine; the said road when completed not to be more than sixty-six feet wide, except at or near its depots or stations, where the width may be made greater, with as many tracks as the president and directors may deem necessary; and the said president and directors may cause to be made, or may contract with others for making said rail road, or any part of it, and they and their agents, or those with whom they may contract, or their agents may enter upon, and use and excavate any lands which may be wanted for the site of the said road, or the erection of warehouses or other works necessary for the said road, or for its construction and repair; and that they may build bridges, fix scales and weights, lay rails, may take and use earth, gravel, stone, timber, or other materials which may be needed for the construction and repair of the said road, or any of its works, and may make and construct all works whatever, which may be necessary and expedient, in order to the proper completion and maintenance of the said road; and they may make or cause to be made, lateral railways in any direction whatever, from the said rail road, and for the construction, repair and maintenance thereof, shall have all the rights and powers hereby given, in order to the construction and repair of the said principal rail road, and may also own and employ steamboats or other vessels to contract the said rail road or rail roads with other points by water communication; Provided, nothing herein contained shall be construed to authorise the said company to take private property for their use, without the compensation agreed upon by the company and the owners thereof, or awarded by a jury, as hereinafter provided, being first paid or tendered to the party entitled to receive such compensation.	Invested rights. Contracts. Lateral railways, &c.
SEC. 13. And be it enacted, That the said president and directors, or their agent or agents authorised by them, may agree with the owner or owners of any land, earth or materials, or any improvements which may be wanted for the construction or repairs of any of the said roads or any of their works, for the purchase or use and occupation of the same, and if they cannot agree, or if the owner or owners or any of them, be an infant, feme covert, non compos mentis, or out of the county where such property wanted may lie, when such property may be wanted, application may be made to any justice of the peace of such county, who shall thereupon issue his warrant, under his hand and seal, to the sheriff of the county, requiring him to summon a jury of twenty of the inhabitants, not related to the parties, nor in any wise interested, to meet on the lands or near the materials, or other property wanted, on a day named in said warrant, not less than ten nor more than twenty days after issuing the same, and if at said time and place any of the said jurors summoned do not attend, the sheriff shall immediately summon as many persons, similarly qualified as together with those in attendance, will furnish a panel of twenty jurors in attendance, and from the panel, each party, his, her, its or their agent or attorney, or if either party be not present in person or by agent, the sheriff, for him, her, it or them, may strike off four persons, and the remaining twelve shall act as the jury of the inquest of damages; and to each, before he acts as such juror, the sheriff shall administer an oath or affirmation, that he will justly and impartially value the damages which the owner or owners will sustain by the use or occupation of the same, required by the company; and the said jury shall reduce their inquisition to writing, and sign and seal the same, and it shall be returned by the sheriff to the clerk of the circuit court for his county, and be filed by said clerk in his office, and shall be confirmed by the said court at its next term or session, if no sufficient cause to the contrary be shown, and when confirmed shall be recorded by said clerk at the expense of the company; but if the same be set aside the said court shall direct another inquisition to be taken, in the manner above described, and the inquisition shall, in all cases, describe the property taken or the bounds of the lands 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 the property, his, her or their legal representatives, shall entitle the said company to the estate and interest in the same, thus valued, as if it had been legally conveyed by the owner or owners of the same, and the valuation if not received when tendered, may at any time thereafter be received without costs, from the said company, by the owner or owners, of his, her or their legal representatives.	President and directors may agree with owners of lands which may be wanted. In case of disagreement, sheriff to summon jury of inquest. Jury to reduce inquisition to writing and to be filed by clerk of Circuit court. If set aside court may direct another inquisition.
SEC. 14. 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, the said president and directors shall so construct the said road across such established road or way, as not to impede the passage or transportation of persons or property along the same, and when it shall be necessary to pass through the lands of any individual, it shall also be their duty to provide for such individual proper wagon ways across said road or roads, from one part of his land to the other.	To provide wagon ways.
SEC. 15. And be it enacted, That the said president and directors shall have power to purchase with the funds of the company and place and use on any rail road constructed by them under this act, all machines, vehicles, or carriages of any description whatever, which they may deem proper for the purposes of transportation on the said road; and they shall have power to charge for tolls upon and the transportation of persons, goods, produce, merchandize or property of any description transported by them on said rail road or rail roads, any sum not exceeding the following rates, that is to say: on all goods or merchandise, or property transported on said road or roads, not exceeding eight cents per ton for both tolls and transportation, for every mile the same may be transported, and for passengers not exceeding four cents per mile for each passenger, and it shall not be lawful for any person or persons, or for any corporate body to travel upon or use the roads of the said company, or to transport any persons, merchandize or property of any description, upon or along the road or roads of the said company, without the license or permission of the president and directors of the said company.	Power to purchase machines, &c. Tolls.
SEC. 16. And be it enacted, That a bell shall be placed on each locomotive engine, and rung at the distance of at least one hundred roads from the place where the rail road shall cross any travelled public road or street, and be kept ringing until it shall have crossed such road or street, or a steam whistle shall be attached to each locomotive engine, and be sounded at least one hundred rods from the place where the rail road shall cross any such road or street, and shall 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 or ward 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 or city in which such neglect may happen; and said company shall also be liable for all damages which shall be sustained by any person by reason of such neglect, and all penalties imposed by this act may be used 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.	Bell to be placed on engine. Damages.
SEC. 17. And be it enacted, That the said board of directors shall, once in each year or semi-annually, declare and make such divided as they may deem proper, of the net profits arising from the resources of the said company, first deducting the current and probable contingent expenses, and shall apportion the same among the stockholders of said company in proportion to their respective shares.	Dividends.
SEC. 18. And be it enacted, That in case any person shall wilfully obstruct, injure, impair or destroy any part of said road, or any of the works, buildings, carriages, vehicles, engines or machines of said company, he, she or they, for every such offence, shall forfeit and pay to said company or their authorised agent, or attorney, not less than fifty dollars, which may be recovered in the name of the said company, by an action of debt in the circuit court of the county wherein said offences shall be committed, and shall also be subject to indictment in said court, 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 the said road shall not be commenced within six years from the passage of this act, and shall not be finished in four years from the time of the commencement thereof, then this act shall be null and void.	When to be commenced and finished.
SEC. 20. And be it enacted, hat nothing in this act shall be construed as to authorise the said corporation to issue any note, scrip, device or other evidence of debt, to be used as a currency, and the Legislature hereby reserves the right to alter or amend or repeal this charter at its pleasure.	Banking forbid.
SEC. 21. And be it enacted, That the president and directors of said company shall have power to issue bonds or certificates of indebtedness, under the seal of said company in such sum or sums, not less than one hundred dollars, as said company may prefer, and to sell and dispose of the same upon such terms as to said company may seem proper, and pledge the property and profits of said company to secure the payment thereof; and also with power to convert the bonds so issued into capital stock of said company, upon such terms as may be agreed upon between the holder or holders of said bonds and said president and directors.	Power to issue bonds.
SEC. 22. And be it enacted, That the president and directors of said company shall have full power and authority to connect the rail road, which may be constructed under the provisions of this act, with any other rail road now existing or which may hereafter be constructed, and also to make such contracts and arrangements with the president and directors of such rail road for the through transportation of passengers and merchandise, and all property of what kind so ever, in the cars or carriages of either company, as may appear to said president and directors convenient and advantageous.	Power to connect with any other road.