Full text of "Legal history of the entire system of Nashville, Chattanooga & St. Louis Ry. and possessions"

UNIVERSITY

OF CALIFORNIA

LOS ANGELES

SCHOOL OF LAW
LIBRARY

LEGAL HISTORY

OF THE ENTIRE SYSTEM

Nashville, Chattanooga & St. Louis Ry.

,x \ i >

Including and discussing the Charters, Amendments, Rights, Privileges,

and Franchises of main stem and branches; By-laws, Mortgages,

Abstract of Title to every branch acquired, showing width

of right of way, distance built, deeds or leases to, and

mortgages on same ; laws and decisions relat-

ing to right of way, internal organiza-

tion, meetings, etc., as well as

GENERAL POWERS

Alabama, Georgia, Kentucky and Tennessee.

jr. r>. B. r>eBow,

Of the Nashville Bar.

PRESS OF

MARSHALL & BRUCE Co., LAW PUBLISHERS,

NASHVILLE, TENN.

43, 3, q

NJ*

$ DEDICATION

IN the preparation of this lego-historic treatise on the Nash-
ville, Chattanooga & St. Louis Railway and possessions, one
could not but be impressed with the magnitude of its present
proportions, and the stupendous labors and financiering that
must have been expended in its development. From a mere
connecting link between Nashville & Chattanooga, it has grad-
ually spread out and expanded until now it forms one of the
important railway systems of the South. The old land-
marks along its right of way are fast disappearing; the primi-
tive wood engine has given place to the modern leviathan of the
rail; the hills and angles of infancy have been toned down to
conform to scientific grades and curves; the crude day coaches
of the past have been supplanted by moving palaces for com-
merce and transportation. To no one man or set of men can
be attributed all this. Board after board of directors have
performed their duty nobly and passed into the silent beyond.
Presidents, general counsel, general managers, civil engineers,
treasurers, and hosts of employes have all labored conscien-
tiously and well to bring about this success. In the archives
of the company may be found volumes in their praise. With-
out, therefore, intending invidious comparisons, but with a full
consciousness and sincere appreciation of all such able services,
it is yet my pleasant privilege to dedicate this work to him who,
in my humble opinion, and after a careful and exhaustive re-
view of the expansion and development of the road, is most
entitled to be remembered as having shaped, controlled, and
wrought its present destiny. Actuated by these motives, as
well as by sincere personal esteem and regard, this volume is
respectfully dedicated to the president of the company J. W.
Thomas. A history of the road is almost a history of his life's
work. J. D. B. DEBow.

PREFACE.

The Nashville, Chattanooga & St. Louis Kailway was origi-
nally chartered by the acts of the General Assembly of the
State of Tennessee, 1845-6, chapter 1, for the purpose of con-
structing a railroad from Nashville to Chattanooga, a distance
of 151 miles. After its completion and in exemplification of
the theory of the "survival of the fittest," it has gradually
spread out by absorption and expansion until now it comprises
a system of 1,188.75 miles of main track and 255.62 miles of
sidings, distributed as follows: In Tennessee, 875.02 miles
main track and 212.88 miles of siding; in Alabama, 114.15
miles main track and 19.29 miles of siding; in Georgia, 142.25
miles main track and 13.07 miles of siding; in Kentucky,
57.33 miles main track and 10.38 miles of siding, making a
grand total of 1,444.37 miles of main and side tracks now
being operated. It is a fact worthy of comment that of the
2,998.22 miles of railroad in the state of Tennessee, operated
by forty-eight different companies, the mileage of the Nashville,
Chattanooga & St. Louis Railway more than doubles that of
any other company and amounts to nearly one-third -of their
combined mileage.

The present work was undertaken with a view .of furnishing
a complete legal history of this entire system; a full und accu-
rate abstract of title to every branch acquired, whether by
lease, construction or purchase, showing width of right of way,
when and how acquired, legality thereof, distance built, to-
gether with the deeds or leases to and mortgages on the same;
the laws, both legislative and judicial, relating to its right of
way, internal organization, and corporate powers; the charters,
amendments, by-laws, general powers, rights, privileges, and
franchises of the main stem and branches in the various states
through which the road or any part thereof runs, as well as

(5)

VI PREFACE.

the supreme court decisions of all the states and of the United
States construing them or similar ones.

The magnitude of the undertaking may better be appreciated
when it is understood that it derives those powers, rights, priv-
ile^-os, and franchises from four different states, and from

twenty-nine different charters, to say nothing of numerous
amendments and enabling acts, the mere compilation of which
was by no means a small proportion of the labors of the work.
By far the greater number were granted by special enactments,
extending over a period from 18,45 in Tennessee, 1844 in Ala-
bama, 1836 in Georgia, and 1851 in Kentucky, to the present
time. The dates mentioned being those of the incorporation
by the respective states of the oldest companies whose railroads,
franchises, etc., have subsequently been acquired by the Nash-
ville, Chattanooga & St. Louis Railway. The collection of all
this was rendered more difficult by virtue of the fact that prior
to the constitution of 1870 in Tennessee, and until compara-
tively a recent date in the other states, the caption of the acts
gave no indication of their contents, thus necessitating the read-
ing, word by word, of the entire legislative enactments of each
successive general assembb r of the respective states between the
dates mentioned. This has been carefully and conscientiously
done, for upon it the value of the work depends. Only a small
part of the present mileage of the company is operated under,
the franchises acquired by the original charter and amendments
of the Nashville, Chattanooga & St. Louis Railway proper. In
fact, only that part between Nashville and Chattanooga. The
balance, which amounts to nearly nine-tenths of the mileage, is
oj>erated under the rights, privileges, and franchises granted by
the respective states to the original twenty-six or seven com-
panies whose roads, franchises, etc, have since been acquired by
lease or purchase. The importance of carefully compiling their
charters, amendments, and enabling acts, therefore, is as great
as compiling those of the dominant company, for, in ascertaining
the powers, rights, privileges, and franchises of the Nashville,
Chattanooga & St. Louis Railway over the line of those roads,
regard must always be had to their charters, amendments, and

PREFACE. VII

enablings acts, as well as the laws of the respective states
affecting them. In other words, as to the lines of the roads so
purchased or leased, the Nashville, Chattanooga & St. Louis
Railway would be vested with all the powers, rights, privileges,
and franchises, and subject to all the duties and liabilities, ex-
cept as otherwise provided by statute, as the original company
or companies had. To illustrate: If a company whose road,
franchises, etc. , were purchased, had the power to sell or lease,
then the Nashville, Chattanooga & St. Louis Railway, as the
legal purchaser thereof, would also have those powers over the
line of that particular road, as fully and completely as the origi-
nal company had. All of this is more fully explained in suc-
ceeding pages.

The work embraces all acts of the legislatures of the states
of Tennessee, Alabama, Georgia, and Kentucky, bearing on the
subjects treated, up to and including those of Tennessee, 1899;
those of Alabama, 1898-99; those of Georgia, 1898, and those
of Kentucky, 1897, which are the latest acts of the respective
states. It also embraces all similar supreme court decisions
of the same states up to and including 101 Tenn. ; 117 Ala.;
104 Ga., and 99 Ky., as well as similar decisions of the supreme
court of the United States up to and including 170 U. S.

The work is the result of years of labor and thought, and
though it can hardly be expected that it will be perfectly free
from errors, yet it is hopefully as well as trustfully launched
upon its mission with the consciousness that the best efforts of
the author were expended in order to render it so.

LIST OF STATIONS

ON THE NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWA Y, BY DIVISIONS,

SHOWING DISTANCE OF EACH, RESPECTIVELY,

FROM NASHVILLE, TENN.

OHATTANUUUA

Motion*.

U1V1S1UH

Miletf

. . . .Ti'iin.

roin

151
149
147
145
141

137
134
130
129
125
123
117
112
106
102
96

HUKTHWEBTEKH DI1
Continued.

Stations.

N. & T. Junction
Dickson
Pond

roun

MwAVi
Tenn.

"om

42
44
60
67
60
62
66
67
73
76
77
80
86
90
92
94
96
101
105
112
117
125
132
138
141
144
147
151
164
Hill
161
168

B.
3

42
47
49
50
62
58
69
61
62
64
67
69
70
78
76

86
88
96
98
102
104
106
59
60

WESTERN ft ATLANTIC
DIVISION.

352?

Chattanooga Tenn. 151
Boyce " 156

King's Bridge 1IUT

Cravens
Lookout

Wauhatchie -
Hooker Ga.
Etna Mines Tenn.
Whiteside
Vulcan '
Ladds
Shellmound
Carpenter Ala.
Bridgeport '
Bolivar
Stevenson
Bass
Anderson Tenn.
Sherwood "
T. C. Junction "
Cowan '
De<*herd '

Tennessee City
McEwen
Briggs
Gorman
Hopkins Switch
Waverly
Pranks
Box
Johnsonville
Eva
Cainden ..
Lipe
Sawyer's Mill
H. R. Junction
Hollow Rock
Rosser

Chickatnauga
Graysville
Ringgold
CatooM
Tunnel Hill
Rocky Face
Dalton
Tilton
Resaca
Calhoun
M (-Daniels ....
Adalrsville. ...
Halls
Cement
Kingston
Gains Mill

iee

Ga. 168
174
176
188
185
189
198
206
211
214
220
225
229
230

Estill Springs
Tullahoma
Normandy
Cortner
Haley
Wartrace
Belle Buckle
Fosterville
Christiana
Ruc.ker
Winsted
M urf reesboro
Russell
Florence
Wade ... .

- ;

77
69
62
61
58
55
51
45
42
38
36
32
28
26
22
20
16
14
12
10
8
6
5

Hico "
McKenzie "
Gleason "
Dresden "
Ralston "
Martin "

Terrell "
Paducah Junction "
UnionCity "
Woodland Mills "
State Line Ky.
Hickinan "

WEST NASHVILLE BRANC
West Nashville Tenn.

Bests

Rogers
Carte rsville
Emerson
Bartow
Etowah Iron Co
Allatoona
Ruby
Acworth
Kennesaw
Elizabeth
Marietta
Smyrna
Mclvors

Smyrna
Lavergne

Kimhro

:::: -

Gilmore
Iceville

279

Mt. View
Antioch
Asylum
(Jurrv

CENTREVILLE BRANCH.
Dickson Tenn.

Bolton
Cleburne
Hills Park
Atlanta

282
289

Glencliff
Nashville

SHELBYVILLE

Wartrace
Cald well's

BRANCH.
Tenn.

Tldwell
Iron Hill

ROME

BRANCH.
Ga 230

... " 233

Lyle

234

Cantrell

Eves

" 237

239

Shelbyville

NORTHWESTERN
Nashville

DIVI8I01

... .'!' ii ii

1
2
7
9
11
12
16
20
24
25
30
87
39

Brown

Dykes

" 241

" 242

\uiitielly

Orion

Goodrich

Home

040

Grinders

MEMPHIS ft PADUCAH
DIVISION.

Paducah Kv 189

Stock Yards

Centreville

Deuns...>

Buffalo .

Hicks

Ktna

N.. N. A M. V.
Oaks

Crossing " 181
" ITS

Bellcvue

Newsom ......

( )verby

170

Pgram

Shubert.

Klva

' 168

Kingston Springs ..
Craggin Hope

.... "

Mil likens

166

Riverside

lola

164

White Bluff

Alton's Creek

160

Lyle

Glade

156

I'olesburg...

Warner . . .

Himlin ..

152

Hut continued on other side of Map.

MAP, SHOWING MAIN LINE AND BRANCHES OF N., C.

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_Howir

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Vanteu

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ooj

(I) Mileage in Tennessee: Main truck 875.02miles.

C.') Mileage In Alabama: Main track 114.15 miles.

(3) Mileage in Georgia: Main track 142.25 miles.

(4) Mileage in Kentucky: Mnin track 57.33 miles.

Side tracks 212.88 miles

Side tracks 19.29 miles

Side tracks 13.07 miles

Sidetracks... 10.38 miles

Total miles main track 1188.75 miles. Total miles sidincs 255.62 miles

Total miles main and side tracks in entire system 1444.37

rhere are about 48 railroad coin panics in the State of Tennessee. Thn total mileage of these companies
in Tennessee amounts to 2998.22 miles. Of this mileage, that of the N.. C. t St. L. Rv. more than doubles
that of any other railroad in the State and amounts to nearly one-third of their com'bined mileage.

ST. L. RY,

tllko J*.

-iTail-o
WluU CUJljf

LIST OF BRANCHES IN ORDER OF THEIR ACQUISITION.

Nashville & Chattanooga R. R. [Main Branch.] Chartered, 1846; extended

from Niislivillc i<> Chattanooga, 151 mile*. Se p. 1, herein.
Shelbyvillc Branch. Built by N. 0. A St. L. Ry; oompleUd about 1852;

extended from \\artrace to Shelbyville, 8-1 miles. See p. 2MJ. herein.
Jasper Branch.- U'art of Sequalchie Valley Br.l Built by N. C. 4 St I.

Ry; completed. Octolter, 1867; extended from Bridgeport to Jasper.

12 iiiili-s. See p. 264. herein.
Nashville* Northwestern R. R. (Northwestern Br.l Purchased. November

21. IKT'J; chartered, 1HT>1-L': extended from Nashville to Hickman. Ky..

168 miles, after it purchased Hi<-Uintui .V ()l>iun Ry. See p. 711, herein.
Hickman & Obion R. R. [Kxtenslon of Northwestern Br.l Purchased.

November -'I. IKT2, ut same time Nashville A Northwestern was

purchased. it being a part of It- extended from Union City

nmn, K\ .. 14 miles. See p. 104, herein.
Pikeville Branch. [Hurt of Beq natch ie Valley Urnnch.1 Purchaaed. Janu-

:ir\ 27. 1K77: Ctniriered, 1868 0; extended from Jasper to Plkeville.

4ft miles. See p. 26, here'n.
Winchester & Alabama R. R. I Part of Hayettevllle Br ] Purchased. July

2H. 1H77; chart.-r.-d. 1840-50; extended from Itecherd to Kayetteville.

40 miles, and subsequently from Klora to Tennessee State line, about

5 miles. See p. 152, herein.
McMinnville & Manchester R. R.-[Part of McMinnville Br] Purchased.

.lulv 2*. 1877; chartered. 184H 50; extended from Tullahoma to Mc-

Minnville. 35 miles. See p. 168. herein.
Tennessee & Pacific R. R. [Lebanon Br.] Purchased, October 1, 1877;

chartered. 1865-6; extended from Nashville to Lebanon, 29.81 miles.

See p. 129, herein.
Southwestern R. R. Part of McMinnville Br.] Purchased, - ;

chartered, 1851-2: extended from McMinnville to Sparta, when com-

pleted by N. C. * St. L. Ry., 26 miles. See p. 102, herein.
Inman Branch. | I'urt of Sequatchie Valley Br] Purchased, January 1.

1883: built by Tenn. Coal, Iron & R. R. Co., under its charter; ex-

tended from Victoria to Inman, 5 miles. See p. 269, herein.
Nashville & Tuscatoosa R. R. [Part of Centerville Br.] Purchased in sec-

tions, on March 13, 1883, and June 20, 1884; chartered, 1877; extended

from Dickgon through Centervllle to Lewis county line, or Klmtnins,

46 miles. See. p. 227, herein; also, "Allen's Creek Extension," below.
Tracy City Branch. [Sewanee Br.l Purchased. Jan 1, 1887; built by Se-

wanee Mining Co., under its charter; extended from Cowan to

Tracy City. 20 miles. See p. 277, herein.
West Nashville Branch. Purchased, July 6, 1887; chartered, 1887; extended

from Nashville to town of West Nashville, 3 miles. Seep. 318, herein.
Huntsville & Elora R. R. [Or Branch.] Purchased. October 28, 1887; char-

tered. 1886-7; extended from Huntsville, Ala., to Tennessee State

line, 22 miles. See p. 214, herein.
Duck River Valley Narrow Gauie R. R. [Columbia Br.] Purchased. No-

vember^. 1887; chartered^ 1872. extended from Columbia to Fayelte-

ville. 48 miles. See p. 250. herein.
Bon Air R. R. [Extension of McMinnville Hr.| Purchased, December 3,

1887; chartered, 1887; extended from Sparta to Bon Air, 7.98 miles.

See p. 199, herein.
Western & Atlantic R. R. [Or Branch.] Leased, July 19, 1890; owned by

Stute of Georgia; extended from Chattanooga, Tenn., to Atlanta,

<;.i.. 138 miles. See p. 335. herein.
Tennessee & Coosa R. R. [Gadsden Br. ] Purchased. April 6, 1891; char-

tcred. 1M4-I ft: extended, when completed by N. C. <! St. L. By., from

< iiidsden. Ala., to Huntsville, Ala.. 73 miles. See p. 287. herein.
Allen's Creek Extension. I Extension of Onterville Br.| Purchased, Sep-

temlx-r -4. 1892; built by Southern Iron Co.; extended from Kim

inins to Munnie. 18 miles. See p. 228, herein.
Chattanooga Terminal R. R. Leased, July 29, 1895; chartered. 1892; ex-

tended from point on main line in Chattanooga, about 4,675 feet, to

ChatlnnoogH Iron Co. property. See p. 448. herein.
Swan Creek Branch. [Offshoot from (Vnterville Branch.] Built by N. C.

A st. L. Ry., 1896; extended from Centerville to Swan Creek, to meet

with road of Unck River Phosphate Co. See p. 228, herein.
Louisville & Nashville Terminal Property. [At Nashville.] Leased, June

15 1X96; chartered, 1893; extended partially through city of Nash-

ville. See p. 667. herein.
Tennessee Midland R. R.-| Memphis Br] Leased. September 9. 1896;

chartered. 1886: extended from Memphis to Perrvville, 135.6 miles.

See p. 455. herein.
*Paducah & Tenn. R. R. of Ky. [Part of Paducnh Br] Leased. September

9, 1896: ehnrti-n-d. IK53 4; extended from Pad uoah, Ky., to Tennessee

State line, 49 miles. See p. 487. herein.
'Paducah & Tenn. Ry. of Tenn. [Part of Paducah Br.] Leased. Sep-

tembi-r9. 1896; chartered, 1888; extended from Tennessee State line

to within one mile of Paris, Tenn., 1A miles. See p. 487, herein.
'Paducah & Tenn. R. R. of Tenn. [Part of Paducah Br] Leased. Sep. 9,

l06: chartered, 1888: extended from within one mile of Paris, Tenn.,

thence through Hollow Rix-k to Lexington, Tenn., 54 miles. Seep.

487 herein.
Rome R. R. -[Rome Itr] I'urotms'-d. I). ..... mberSl. 1890; chartered. 1839; ex-

tfiidcd from Rome. (ia.. to Kingston. Ua.. 18 miles See p. 381. herein.
Middle Tenn. It Ala. R. R.- Intension of Shelhvville Hr] Purchased,

Oct.iU-r 13. 1897; chartered, 1887: intended from Kayetteville. Tenn..

to Madison Cross Roads. Ala., 27.4 miles, u ith line graded to Shelby-

villi-. 'IVim.. :itil JcfT, Ala. See pp. 406.410. herein.

**The i'adncah A. Tenn. R. R. of Ky., tne Pnducah .v Tenn. Rv. of Tenn.. and the Padncah A Tenn. R. R. of

'IVnn.. hud consolidated into the Puducah. Tenn. A Ala. R. K. O>". In-fore thc\ \v-n- leased to the X. C. A St I.
U> S.-,- j, -1ST. herein.

(Co STAT IONS- List of and Respective Distances In Miles from Nashville. Tenn. See i,sck of map.

LIST OF STATIONS Continued,

MEMPHIS ft FADUCAH DI-
VISION Continued .

**-. SBfizr

Dexter Kv Ifin

BEHUATUHIE VALLEY DI-
VISION Continued.

iint inns MUesfrom
Nashville.
South Pitsburg - Tn 120

COLUMBIA I

Stations.

UVIBION.

Miles from
Nashville.

Tenn 82

" 147

Kimball

isi

Winchester

" 86

" 142

" 135

Kasserman

Hazel

State Line 133

Sequatchie......

" 138

Belvidere

" 90

Tenn. 129

" 142

Maxwell

" 94

Whitlock

' 123

Whitwell

" 146

Bean's Creek

" 96

Paris

Shirley ton

" 149

Huntland .

" 98

VauDyke

' 110

Condra

" 152

Elora

" 103

Mansfield ....

' 108

Daus

' ]56

Pliutville

" 108

Vale

' 100

Dunlap ..

' 161

Brighton .

" 110

' 95

Mt Airy

166

Kelso

" 114

Hollow Rock

Pailo

' 168

Fayetteville

" 122

Buena Vista

101

College .....

' 172

It o well

" 129

West Port

' 107

Lee

' 175

Petersburg ...

" 135

Yuma

' 111

Pikeville

' 180

Talley

' 138

Wildersville

116

Victoria

142

Kelfast

' 144

Timberlake ... .

121

Hutton

146

Lewisburg

' 150

Wards

I n man

147

South Berlin

155

... ' 127

TRACY CITY BRANCH.

Silver Creek

' 157

Kryant

158

Foster

Park

" 160

' 136

m ri T '.'."""

* iciiu. oi

Hill

" 1<B

Lurav -

' 139

" 95

Coluufbia.

170

Beech Bluff

' 142

Mont 1

" 101

KIDDLE TENNESSEE & ALA-
BAMA BRANCH.

Fayetteville Tenn. 122
Harmes " 127
Wilson " 129
Pearl City " 131

Ranger

' 144

" 107

Alexander
Rose Hill

' 148
' 151

SPARTA
Tullahoma
Hickerson
Belmont
Manchester
Wayside.

BRANCH.
Tenn. 69
" 75

" 81
" 86

Jackson
Grover
Neely
Denmark
Mercer
Hatchie

' 152

11
.... ' 165
' 169
' 172

Vildo
Augustus
Whiteville
Ina .
Laconia
Somerrille
Warren
Oakland
Hickory Withe
Eads
Lenow
Cordova

' 175
' 177
181
186
188
' 195
201
205
209
213
' 217
221

Morrison
Smartts
McMinnville
Rowland
Campaigns
Rock Island
Walling
Holder*
Ward
Doyle
Moores
Sparta

' 94
' 99
" 104
" 110
" 114
" 115
" 117
" 119
" 121
" 123
" 127
" 130

Taft 141
Norwood Ala. 144
Madison Cross Roads... " 149
Jeff " 152

HUNTSVILLE DIVISION.

Elora Tenn. 103
Plevna Ala. 108
New Market " 112

Mullins
Berclair
Alta

Montgomery Park
K. C. Junction
Memphis

222
226
228
231
233
235
" 238

East Sparta
Price
Rock House
Bon Air

LEBANON
Nashville

" 131
" 133
" 135
" 137

BRANCH.
...Tenn n

Deposit

Bell Factory
Mercury
Normal

Huntsville
Lily Flagg

" 116
" 11
" 123
" 125
" 130
' 138

PERRYVILLE

Lexington ..
Bluff
Chesterfield

BRANCH.

Tenn. 127
' 131
' 135

Hobb's Island

Lebanon Junction " 2

Easton
Mill Creek
Mud Tavern
Donelson

" 4
" 5
" 7
" 8

Gunter's Landing
Guntersville
Wyeth City
Rayburn

" 165
167

" 169

Beacon ' 140
Parsons 144
Perryville ' 151

SEQTTATCHIE VALLEY
DIVISION.
Bridgeport Ala. 123

Tulip Grove
Green Hill
Mt. Juliet
Silver Springs...

" 11
" 13
" 16
" 18
" 22

Lane Switch
Albertville
Boaz

Mountainboro
Carlisle

" 173
' 177
' 182
' 186
' 188

Leeville

" 24

Sli"0

' 1Q1

Tucker's Gap . .
Lillard

" 26

Littleton
Attalla.

' 192
' 197

Copenhagen

Tenn. 126

Lebanon

" 31

Gadsden

203

CONTENTS.

PLATE I.

Map showing the main line and branches, and mileage of the Nash-
ville, Chattanooga & St. Louis Railway, and list of branches in
order of their acquisition

PLATE II.

List of stations on entire system, with their respective distances in
miles from Nashville. Tenn

CHAPTER I.

Original charter of Nashville & Chattanooga Railroad Company
(annotated), and how name changed 1

CHAPTER II.

Acts and decrees amending original charter, and relating to main
stem in Tennessee, Alabama, and Georgia. Also charter of Hi-
wassee Railroad Company 25

CHAPTER III.

Nashville & Northwestern Railroad (Northwestern Branch) How
acquired What franchises passed Width of right of way Dis-
tance built when purchased Original charter (annotated) 76

CHAPTER IV.

Acts and decrees amending charter of and relating to Nashville fe
Northwestern Railroad in Tennessee and Kentucky. Also char-
ter of Hickman & Obion Railroad Company (annotated) 100

CHAPTER V.

Tennessee fe Pacific Railroad Company (Lebanon Branch) How
acquired What franchise passed Width of rightof way Where
incorporated Distance built when purchased Original charter
(annotated ) 120

CHAPTER VI.
Deed to and acts relating to Tennessee A Pacific Railroad Company 143

X CONTENTS.

CHAPTER VII.

Winchester & Alabama Railroad (part of Fayetteville Branch)
How acquired What franchises passed Width of right of way
Where incorporated Distance built when purchased Original
charter (annotated) 152

CHAPTER VIII.
Deed to and acts relating to Winchester & Alabama Railroad 158

CHAPTER IX.

McMinnville & Manchester Railroad (part of McMinnville Branch)
How acquired What franchises passed Width of rightof way
Termini Distance built when purchased Original charter (anno-
tated) - 168

CHAPTER X.

Decrees and acts relating to, and amending charter of, McMinnville
& Manchester Railroad Company 183

*
CHAPTER XI.

Southwestern Railroad (part of McMinnville Branch) How acquired
Width of right of way Distance built when purchased Original
charter (annotated) 492

CHAPTER XII.
Acts relating to Southwestern Railroad Company 197

CHAPTER XIII.

Bon Air Railway (extension of McMinnville Branch) How acquired
What franchises passed Width of right of way Distance built
when purchased Original charter (annotated) 199

CHAPTER XIV.
Deed to Bon Air Railroad 211

CHAPTER XV.

Huntsville & Elora Railroad (Huntsville & Elora Branch) How ac-
quired What franchises passed Width of right of way Where
incorporated Distance built when purchased Original charter
(annotated) 214

CHAPTER XVI.
Deed to and acts relating to Huntsville & Elora Railroad.. 224

CONTENTS. XI

CHAPTER XVII.

Nashville & Tuscaloosa Railroad (Centreville Branch) How ac-
quired What franchises passed Width of right of way Dis-
tance built when purchased Showing Swan Creek and Allen's
Creek extensions Original Charter (annotated) .. 227

CHAPTER XVIII.

Deed to Nashville & Tuscaloosa Railroad, and road from Kimmins
toMannie, on Allen's Creek.., 241

CHAPTER XIX.

Duck River Valley Narrow Gauge Railroad (Columbia Branch How
acquired What franchises passed Width of Right of way Dis-
tance built when purchased Where road chartered Termini
Original charter 250

CHAPTER XX.
Deed to Duck River Valley Narrow (Jauge Railroad 258

CHAPTER XXI.

Sequatchie Valley Branch (composed of Jasper, Pikeville, and Inman
Branches) How acquired Width of right of way of each Orig-
inal charters (annotated Acts relating to 264

CHAPTKR XXII.

Deeds, acts, etc., relating to Sequatchie Valley Branch, including
the Jasper, Pikeville, and Inman Branches 270

CHAPTER XXIII.

Tracy City Branch (Sewanee Branch) How acquired Width of
right of way Distance built when purchased What franchises
passed 277

CHAPTER XXIV.
Deed to Tracy City Branch 280

CHAPTER XXV.

Shelbyville Branch How acquired Width of right of way When
built 286

CHAPTER XXVI.

Tennessee & Coosa Railroad (Oadsden Branch) How acquired
What franchises passed Distance built when purchased Width
of right of way Previous conveyance Original charter (anno-
tated) 287

XII CONTENTS.

CHAPTER XXVII.
Deed to and acts relating to Tennessee & Coosa Railroad 298

CHAPTER XXVIII.

West Nashville Railroad (West Nashville Branch) How acquired
What franchises passed Width of right of way Original charter
(annotated) 318

CHAPTER XXIX.
Deed to West Nashville Railroad " 330

CHAPTER XXX.

Western & Atlantic Railroad (or Branch) How acquired When
road built Width of right of way Nature of company's control
of Act authorizing lease of, and incorporating lessees (anno-
tated) 335

CHAPTER XXXI.

Lease contract Lease of rolling stock, etc., received, and acts of
Georgia and Tennessee relating to Western & Atlantic Railroad . 348

CHAPTER XXXII.

Rome Railroad (Rome Branch) How acquired What franchises
passed Width of right of way Distance built when purchased
Original charter (annotated) 379

CHAPTER XXXIII.

Deed to and acts of Georgia relating to Rome Railroad and amend-
ments to charter of 390

CHAPTER XXXIV.

Middle Tennessee & Alabama Railroad (extension of Shelbyville
branch), how acquired, what franchises passed, distance road
built when purchased, width of right of way, original charters in
Tennessee and Alabama (annotated) 406

CHAPTER XXXV.

Deed to and acts relating to Middle Tennessee & Alabama Railway
(formerly D. C. & N. O. Ry.) 435

CHAPTER XXXVI.

Chattanooga Terminal Railway How acquired Distance built
when leased Width of right of way Original charter (annotated . 448

CHAPTER XX XVII.
Lease contract of Chattanooga Terminal Railway 451

CONTENTS. XIII

CHAPTER XXXVIII.

Tennessee Midland Railway (Memphis Branch) How acquired
Distance built when leased Width of right of way Original
charter (annotated) 455

CHAPTER XXXIX.

Temporary and permanent lease of Tennessee Midland Railroad
and Paducah. Tennessee & Alabama Railroad 472

CHAPTER XL.

Paducah, Tennessee & Alabama Railroad (Paducah Branch) How
acquired Distance built when leased Where company char-
tered Width of right of way Original charter in Tennessee and
Kentucky of the three roads composing it (annotated) 487

CHAPTER XLI.

Lease, deed, and acts relating to and amending charter of Paducah,
Tennessee & Alabama Railroad Company and original companies
from which it was formed 520

CHAPTER XLII.

Lease by N., C. & St. L. Ry. to L. & N. R. R. Co. of tracks from Louis-
ville & Nashville Railroad Company's old depot in Nashville to
Decatur depot 533

CHAPTER XLIII.

Lease of joint use of track from Stevenson, Ala., to Chattanooga,
Tenn., to Memphis & Charleston Railroad Company, now owned
by the Southern Railway 543

CHAPTER XLIV.

Lease of joint use of track of Western & Atlantic Railroad at Dai-
ton, Ga., to East Tennessee, Virginia & Georgia Railway Com-
pany, now owned by Southern Railway 548

CHAPTER XLV.

Lease of joint use of track between Wauhatchie and Chattanooga
to the Alabama Great Southern Railroad Company 550

CHAPTER XLVI.

Lease to Seaboard Air Line Belt Railroad Company of terminal fa-
cilities at Atlanta, Ga., for itself and Georgia, Carolina & North-
ern Railway, and contract for interchange of business by and
with Nashville, Chattanooga & St. Louis Railway 554

XIV CONTENTS.

CHAPTER XLVII.

Louisville & Nashville Terminal Company property (at Nashville)
Property, how acquired Original charter of (annotated) 557

CHAPTER XLVI1I.

Lease from Louisville & Nashville Terminal Company to Nashville,
Chattanooga & St. Louis Railway and Louisville & Nashville Kail-
road Company of terminal facilities, properties, etc., at Nashville 566

CHAPTER XLIX.

Consolidated mortgage of Nashville. Chattanooga & St. Louis Rail-
way to secure the issue of $20,000,000 five per cent, gold coupon
bonds of $1,000 each Other mortgages (annotated) 596

CHAPTER L.

General powers, including Abandonment, Bills, Notes, Acknowl-
edgment, Agreement, Alter Gauge 627

CHAPTER LI.

Power to borrow money, issue bonds, indorse bonds, and subscribe
stock in other companies, etc 630

CHAPTER LII.

Power to build branch roads, side and spur tracks, etc 636

CHAPTER LIII.

Power to build and repair bridges How bridge at Johnson ville and
Bridgeport constructed, and law relating to 642

CHAPTER LTV.

By-laws How and by whom to be enacted and amended What are
legal Present by-laws Nashville, Chattanooga & St. Louis Rail-
way 644

CHAPTER LV.

Capital stock Amount Value of shares How to be transferred
Liability of company for illegally transferring How to be in-
creased Vote, etc., necessary Kinds of Duty of company to
investigate before transferring shares of certain kinds, etc.
Power to purchase in other companies, etc 665

CHAPTER LVI.

Charter How amended Franchise of What may be disposed of
Chancery court amendments to Grounds of forfeiture of.. 677

CONTENTS. XV

CHAPTER LVII.
Connections with and by other roads Condemnation of, etc. - 699

CHAPTER LV1II.

Consolidation Terms and conditions, by and with other roads, etc. 703

CHAPTER LIX.
Contracts What may be made How corporate name signed, etc... 706

CHAPTER LX.
Corporate name How changed and to be changed, etc 709

CHAPTER LXI.

Crossings Power to cross other railroads, highways, water courses,
etc. Conditions Gates, stock gaps, etc., at Right of cities and
counties to build streets, roads, and alleys across Nashville, Chat-
tanooga fe St. Louis Railway, etc 710

CHAPTER LXII.
Demurrage Power to charge 721

CHAPTER LXIII.

Directors How and when elected Qualification of Board meet-
ings Powers, duties, etc 721

CHAPTER LXIV.

Dissolution of How dissolution may be effected Directors trustees
in case of, etc 733

CHAPTER LXV.
Dividends When and to whom paid Kinds of , etc 734

CHAPTER LXVI.

Eminent domain Rights of In whose name to be done Nature of
railway's ownership of right of way Right of others to condemn
property of this company Width of right of way statute of
limitations as against successive appropriation, etc 736

CHAPTER LXVIII.

Fences Cattle guards What are legal How, when, and in what
states to be erected 808

CHAPTER LXIX.

Freight charges What may be charged What on branch roads
discriminations Sale of freight for charges 819

XVI CONTENTS.

CHAPTER LXX.

Leases Power of this company to lease other roads To lease its
own road Vote necessary Who to act upon Lease of rolling
stock, etc 830

CHAPTER LXXI.

Mortgages Power to in various states What may be Who to au-
thorize Vote necessary 862

CHAPTER LXXII.
President How chosen Qualifications Powers, etc 876

CHAPTER LXXIII.

Purchase of other roads, franchises, real estate, rolling stock,
bridges, etc. Who to authorize Vote necessary 878

CHAPTER LXXIV.

Rules and regulations what are legal who to enact How differ
from by-laws 899

CHAPTER LXXV.

Sales Power to sell railroad, rolling stock, franchises, etc. Who
to authorize 904

CHAPTER LXXVI.

Stations Power of company to abandon Rules and regulations
concerning.. 914

CHAPTER LXXVII.

Stockholders Meetings Notice of Quorum Voting Qualifica-
Qtion for Who may vote Elections and laws affecting generally. 915

PART I.

ORIGINAL CHARTER, AMENDMENTS AND ACTS

RELATING TO THE

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY

AND POSSESSIONS.

CHAPTER I.

ORIGINAL CHARTER OF THE NASHVILLE & CHATTANOOGA
RAILROAD COMPANY ACTS TENN., 184Z-G, CHAP. 1.

SECTION i. Incorporation, name, general powers.^ it

enacted by the General Assembly of the State of Tennessee, That
for the purpose of establishing a communication by railroad
between Nashville and Chattanooga, the formation of a com-
pany is hereby authorized, which, when formed, shall be a body
corporate, by the name and style of "The Nashville & Chat-
tanooga Railroad Company," * and by said corporate
name shall be capable in law to buy, receive by gift,
hold, sell, and convey real and personal estate, as hereinafter
provided, make contracts, sue and be sued, to make by-laws,
and to do all lawful acts properly incident to a cor- CeBertlt
|K>ration, and necessary and proper to the transaction * wers -
of the business for which it is incorporated, and to have and
use a common seal, and the same to alter and destroy at its
pleasure, and shall have perpetual succession of members.

1. *Name, when and how changed. The corporate naine was changed
to the Nashville, Chattanooga & St. Louis Railway May 30, 1873, by a
decree of the chancery court at Nashville, under the Acts of 1870-1, Ch.
54, p. 63 (see minute book "X," pp. 220-2), which decree is inserted in
this compilation. See next chapter.

This was clearly within the power of the chancery court at that time
under said acts. 1 Tenn. Chy. Rep., pp. 83, 95, 97; 3 Bax., 98. See, also,
1

2 ORIGINAL CHARTER OF THE

12 Lea, 97, 103; 11 Lea, 3; 9 Lea, 380; 1 Lea, 462. The power, however,
has since been withdrawn.

2. By-laws. An amendment to the charter was subsequently passed
allowing the directors, and not the stockholders, to make by-laws.
Acts Tenn. 1847-8, Ch. 70.

3. f General powers. The general powers of the corporation have
been greatly enlarged by amendments to the charter and the passage of
g-eneral laws. These powers are fully set out and discussed further on.
Hy referring to the index a discussion of any particular power now pos-
sessed may be found.

4. Incorporation, This railway has never been chartered in any state
save Tennessee. It has purchased and now owns roads, however, that
were chartered in other states. See index for road desired.

5. Lease. This section was amended by Acts Tenn.. 1857-8, Ch. 8, so
as to authorize the company to lease the Winchester & Alabama Railroad
and the branch to Fayetteville, or nn\i other railroad connecting with said
Nashville & Chattanooga Railroad, for such time and upon such terms
and conditions as may be agreed upon between the president and directors
of the said Nashville & Chattanooga Railroad Company and the presi-
dent and directors of the railroad company contracted with. See index
for right to lease.

5. Chancery Court amendment. This section was also amended by
decree of chancery court at Nashville. May 13. 1872, per minute book
"V," p. 174. so as to allow the company to purchase or lease other roads,
and issue bonds therefor; to subscribe for stock in other corporations
and issue bonds therefor; and to indorse and guarantee bonds of other
companies, etc. See decree itself herein; refer to index. See also dis-
cussion of vnlUUty of chancery court amendments herein; refer to index.

SEC. 2. Capital, value of shares, books opened, commis-
sioners. Books for subscription of sixty thousand shares of
the capital stock of said company, of twenty-five dollars each,*
shall be opened on the first Monday in January, 1846, and
shall be kept open for six days, between the hours of 10 o'clock
Books opened m * ne mormn g an d ^ o'clock in the evening of each
of those days, at the following places and by the fol-
lowing commissioners, to wit:

At Nashville, by James Overton, John M. Hill, George W.
Martin, Thomas Washington, John Shelby, Godfrey M. Fogg,
Commis- John W. Walker, Jacob McGavock, J. Hugh Smith,
W. W. W r oodfolk, A. W. Vanleer, Samuel W T atkins,
Thomas Wells, John Thompson, Joseph B. Knowles, James
Erwin, Felix R. Rains, Pleasant Smith, J. J. Gill, John Nichol,
West H. Humphreys, R. J. Meigs, A. V. S. Lindsley, Alex-
ander Allison, and Robert I. Moore.

At Gallatin, by James A. Blakmore, Elijah Boddie, Henry
B. Vaughn, Daniel S. Donelson, S. R. Anderson, and William
M. Blakemore.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY.

At Shelbyville, by Robert Matthews, George Davidson,
Thomas Dean, John Eakin, and W. C. Swanson.

At Gainsborough, by Thomas L. Bransford, Watson M.
Cooke, Samuel E. Hare, and Richard P. Brooks.

At Lebanon, by Paulding Anderson, R. L. Caruthers, and
Calvin Jackson.

At McMinnville, by George R. Smartt, William Black,
Jesse Locke, Philip Hoodenpyl, and L. 1). Mercer.

At Franklin, by Thomas Parks, William Park, Nicholas Per-
kins, Samuel Crockett, and Robert C. Foster.

At Murfreesboro, by Charles Ready, Edwin A. Keeble,
Harman Spence, Lewis Garner, and L. H. Carney.

At Sparta, by James Snodgrass, John Warren, and W r illiam
M. Young.

At Fayetteville, by John Clark, Jr., John M. Bright, Robert
Farguharson, William T. Ross, James Fulton, and William
Bonner.

At Pulaski, by Andrew M. Ballentine, Thomas Martin, and
Benjamin Carter.

At Winchester, by Benjamin Dechard, Mark Hutchins,
James Harris, James Sharp, Thomas Wilson, and C. C.
Garner.

At Chattanooga, by Robert M. Hook, Benjamin Chandler,
and John P. Long.

At Jasper, by Jackson Pryor, Daniel R. Ruwlings, and John
Harriford.

At Lewisburg, by Benj. Williams, Ephraim Hunter, James
V. Ewing, Morgan Fit/patrick, and Henry Harding.

1. * Value of shares changed. The value of a share of stock was
originally 825. Hy Acts 1889, ch. 102, all corporations ' hereafter created
or hereafter to be created " under the laws of the State of Tennessee, were
allowed to make a share of stock 8100 or less, and issue certificate there*
for. Secondly, that any such corporation which has heretofore issued
shares of stock for 825, may call in the same and combine four such
shares and issue a certificate for $100 in lieu thereof.

Under this act the Nashville, Chattanooga fe St. Louis Railway issued
new certificates for 8100 each, as provided above, in place of the original,
as per resolution adopted May 30, 1889.

The above clause, ' hereafter created or hereafter to be created,' 1 evi-
dently was intended for " heretofore created or hereafter to be created."
The act has been compared with the enrolled copy in the secretary of
state's office, and found to contain the same mistake.

4: ORIGINAL CHARTER OF THE

2. Capital increased, how. See ? 17 of this charter; see, also, index.
The capital stock was increased to $10,000,000 at the annual meeting of
stockholders, June 30, 1891.

SEC. 3. Subscriptions to StOCk, payment. The said com-
missioners, or a majority of them, at each of the places afore-
said, shall receive subscription for stock in the said railroad
company during the time the said books are directed to be kept
open, and on each share so subscribed shall demand and receive
the sum of fifty cents, without which the subscription shall be
void.

The original capital stock of the Nashville & Chattanooga Railroad
Company was subscribed as follows:

By the city of Nashville $ 500,000 00

By the city of Charleston, S. C 500,000 00

By the Georgia Railroad... ._ 250,000 00

By the town of Murfreesboro 30,000 00

By individuals. 806,912 50

Total $2,086,912 50

SEC. 4. Deposit of money, commissioners, incorporation

perfected, When. As soon as the time for receiving subscrip-
tions as aforesaid shall have expired, the said commissioners
shall, respectively, deposit all the money so received by them
in some incorporated bank, redeeming its notes in specie, to the
credit of the Nashville & Chattanooga Railroad Company, and
subject to the order of the president of the board of commis-
sioners hereinafter appointed, and shall also forward a correct
list of all the subscribers to the said stock, with the number of
shares each subscriber has taken, to a board of commissioners,
to be composed of the following persons: Jno. M. Bass, Jno.
commission- M - Hill > Francis B. Fogg, Andrew Ewing, A. O. P.
ers - Nicholson, V. K. Stevenson, Jno. Bell, Willoughby

Williams, William Nichol, S. D. Morgan, Jos. T. Elliston, Jos.
W. Horton, Jas. A. Porter, Jas. Overton, and Jno. Shelby,
who may establish rules to govern their proceedings, choose
their own president, and appoint such other officers and agents
as they may think proper, and prescribe their duties, and who,
TO meet at or a ma j r ity of whom, shall meet at Nashville on
hashvme. tne third Monday in January next, ascertain the
whole number of shares taken in the said company, and publish

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 5

the same in some newspaper printed in Nashville, on or l>efore
the fourth Monday in January next; and, if the number of four
thousand shares shall have been subscribed, on each of which
there shall have been paid the sum of fifty cents, the Nashville
& Chattanooga Railroad Company shall be regarded at formed,
and thenceforth and from the day of the closing of the l>ooks
of subscription, as aforesaid, the said subscribers to the stock
shall form a body politic and corporate indeed and incorpora-
in law, by the name and for the purpose aforesaid, ed when,
and in all things to be represented by the hoard of commission-
ers aforesaid, until the election of a board of directors, as here-
inafter prescribed.

First board. The first board of directors were elected January 24,
1848. Previous to that time the corporation had been managed by the
board of commissioners.

SEC. 5. Books kept open when, incorporation, commis-
sioners. If on closing the books aforesaid the number of four
thousand shares shall not have been subscribed, then and in
that case the said board of commissioners, by themselves or
their agents, may receive subscriptions till the number of four
thousand shares be taken, and whenever that number of shares
shall be subscribed, the company shall be considered as formed,
as having a corporate existence, as aforesaid, and of
which notice shall be given, as hereinbefore directed,
and may proceed to survey the route for the road, and make
an estimate of the cost of its construction. Nevertheless, no
conclusive and binding location of the road shall l>e power of
made by the board of commissioners, but the same sioners.
be left to the determination of the first hoard of directors chosen
by the stockholders. And the said board of commissioners
m ay> by themselves or their agents, at such time and places as
they may think proper, and upon such terms as to time and
manner of payment as they may deem expedient, receive addi-
tional subscriptions until the number of forty thousand shares
shall have been subscribed, upon which the company may be
formed, and the subscribers shull thenceforth form a body cor-
porate, as aforesaid; Provided, The same shall be done on or
before the first day of January, 1848; and for the residue of

6 ORIGINAL CHARTER OF THE

the original numl>er of sixty thousand shares the said corpora-
tion, when organized, may in like manner receive additional
subscriptions.

SEC. 6. Reduction Of Shares. In case more than sixty thou-
sand shares shall have been subscribed on closing the books
when they are first opened, the shares shall be reduced to that
number by deducting the surplus shares from the highest sub-
scribers, placing them on an equality of numbers, as far as
can be done; and, after such reduction, the holders of the re-
maining shares shall form the company, and be interested
therein in proportion to the number of shares which they may
then respectively hold.

SEC. 7. Money returned if shares not subscribed. if, on

closing the books on the first day of January, 1848, the num-
ber of forty thousand shares shall not have been subscribed,
the money paid by each subscriber shall be returned to him by
the said board of commissioners, after defraying the expenses
of opening the books and making a survey and map of the route,
and estimate - of the cost of the road, which the said commission-
ers are hereby authorized to have made as soon as practicable.

SEC. 8. President and directors, how chosen. The affairs

of said company shall be managed by a board of directors, to
consist of fifteen, who shall be chosen by the stockholders from
their own body, and a president of the company shall be elected
by the directors from among their own members, in such man-
ner as the regulations of the corporation shall prescribe.

1. Section amended. This charter was amended by Acts Tenn., 1849-
50, ch. C'CLXVL, so as to allow the city of Charleston, S. C., to appoint
two of her citizens to represent her stock in this company as directors.
The same act also amended the charter so as to allow the Georgia Rail-
road & Hanking 1 Co. to appoint one director to represent its stock.

2. Number of directors. By Acts Tenn., 1868-9, ch. 23, all railroads,
by majority vote, were allowed to reduce their directors to a number
not less than six. and such vote became amendment to charter. Again,
by Acts 1859-60. ch. 202, authority was given to reduce the number to
nine, where State aid granted and company agreed. Again, by Acts
Tenn., 1881, ch. 119 (Code, M. & V.. 1702), all private corporations were
allowed to increase or diminish the number of directors to any number
not less than five, upon a vote of the stockholders representing three-
fourths of the capital stock.

None of these acts have been accepted, however, and the number of
directors still remains fifteen.

3. First board of directors. The first board of directors were elected

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 7

January 24, 1848. Previous to that time the affairs of the company were
managed by the commissioners.

4. General powers. A general power granted directors to manage
the affairs of the incorporation includes the power to borrow money,
make, accept, or assign negotiable paper, etc., in the couree of business
of the corporation. Thompson on Corp., sees. 3988-9; 9 Heis., 524, 533; 11
Hum.. 22; 7 Heis., 288; 2 Cold., 655; 9 Hum., 264; 6 Hum., 516.

5. For method of electing president and directors, together with their
powers, qualifications for office, etc., see index. See also sees. 18, 19 of
charter.

SEC. 9. Stockholders' first meeting, directors' election, by-
laws how enacted. As soon as the number of forty thousand
shares shall have been subscribed, it shall be the duty of the
commissioners appointed to declare the same, to appoint a time
for the stockholders to meet in Nashville, and give Meetln - at
notice thereof by publication in some of the news- N * snvl ' le -
papers of Nashville, at which time and place the said stock-
holders, in person or by proxy, shall proceed to Directors,
elect the directors of the company, and to enact all and powers,
such regulations, rules, and by-laws as may be necessary for the
government of the corporation and the transaction of By laws,

how

its business. The persons elected directors at this enacted,
meeting shall serve for such period, not exceeding one year, as
the stockholders may direct; and at this meeting the stockholders
shall fix on the day and place or places where the subsequent
election of directors shall be held; and such elections shall
thenceforth be annually made. But if the day of annual elec-
tion should pass without any election of directors, corporation
the corporation shall not thereby be dissolved, but by failure of

annual dec
it shall be lawful on any other day to hold and make tion.

such elections in such manner as may be prescribed by a by-law
of the corporation.

1. Section amended, by-laws, elections. This section was amended
by Acts 1847-48, ch. 70, and accepted by company, so as to confer upon
thr illrecttirH, instead of the stockholders, the power to make " rules, reg-
ulations, and bj r -laws," and to empower directors to appoint three judges
and two clerks, from year to year, for purpose of holding election of
directors.

2. By-laws. Though by-laws provide for stated meetings, directors
may hold special or informal meetings, and their actions, when recorded,
are legal and binding. 9 Heis., 545.

3. Meetings. Directors may hold meeting out of state, and legal.
Rorer on R. R., p. 211; Thomp. on Corp., 3933; 45 Ga.. 34; 34 N. Y., 208.

4. Section amended. By Acts of 1857-58, ch. 8, this charter was

ORIGINAL CHARTER OF THE

amended so that the stockholders could, at any meeting, fix on the day
and place where subsequent meetings of stockholders and election of
directors shall be held.

5. By-laws. The by-laws, orders, and resolutions adopted by a rail-
road company or its stockholders are always under the control of the
majority, unless expressly provided otherwise by the charter, and may
be repealed, altered, or modified from time to time by the majority. 5
Sneed, 566-568.

6. See Acts 1868-69, ch. 27 ( 1238 M. & V. Code), for f/eneraUaw in ref-
erence to election of directors, when proper officers refuse or neglect to
call meeting for same, inserted herein. See index.

1. For qualifications, elections, liability, etc., of directors, and pas-
sage of by-laws, see index.

SEC. 10. Vacancy in board, hOW filled. The board of di-
rectors may fill up all vacancies which may occur in it during
the period for which their board shall have been elected, and,
in the absence of the president may fill his place by electing a
president pro tempore.

SEC. 11. Contracts and agreements binding without seal.

All contracts and agreements authenticated by the president
of the board shall be binding on the company without seal, or
such other mode of authentication may be used as the company,
by their by-laws, may adopt.

Deeds to real estate, however, were required at common law to be
under seal, and neither the above section, nor \ 2478 of the Code (M. &
V.), change this law as to such conveyances. In all such cases the seal
must be attached to make it legal. 10 Pick. (Tenn. ), 460.

For discussion of what contracts can be made by company, how cor-
porate name to be signed, acknowledgements, etc., see index.

SEC. 12. Liability Of directors. The board of directors
shall not exceed, in their contracts, the amount of the capital
of the corporation, and of the funds which the company may
have borrowed and placed at the disposal of the board; and in
case they should do so, the president and directors who may be
present at the meeting at which such contract or contracts so
exceeding the amount aforesaid shall be made, shall be jointly
and severally liable for the excess, both to the contractor or
contractors and the corporation; .Provided, That anyone may
discharge himself from such liability by voting against such
contract or contracts, and causing such vote to be recorded on
the minutes of the board, and giving notice thereof to the next
general meeting of the stockholders.

Liability of directors. The directors are individually liable for such
specific debts only as were contracted with their assent in excess of the

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 9

paid-up capital and remain unpaid after the corporate asset* are ex-
h;iiiM.-<i. ,5 Tick., iO: see, also, Hax., 278; 11 Pick., 635.

Directors are not mere figureheads; they must use good faith, care,
attention, and circumspection, or they will be liable.

The diversion of funds to other objects than those mentioned; the
payment of dividends which leave insufficient funds to meet liabilities;
the keeping of false books; the making and publishing of false reports,
are misdemeanors; and also subjects those actively concerned in the same
to damages. M. & V. Code, 1716-17.

For discussion of liability of directors, see index.

SEC. 13. Lateral roads within twenty miles of this pro-
hibited. After the route of such railroad shall have been accu-
rately surveyed and adopted, and a plat thereof dejx>sited in
the office of the secretary of state, it shall not be lawful for
any other railroad to he built, cut, or constructed, in any way
or manner, or by any authority whatever, running laterally
within twenty miles of the route so adopted, unless by said
company, or with the consent of the board of directors thereof
for the time being.

This section has never been construed by the supreme court of Ten-
nessee, but the supreme courts of other states, as well as the United
States, have decided similar sections in other charters valid. They hold
that such a grant, when accepted by the corporation, is in the nature of
a contract which cannot be impaired without compensation to the rail-
road company. 17 Conn., 40; 42 Am. Dec., 716; 1 Wall. (U. S.), 116; 3
Wall. (U. S.), 51; 73 Iowa, 513; 25 Wend. (N. Y.). 628; 47 Me.. 189, 208;
115 U. S.. 650, 683; 7 N. H., 35; 55 Conn., 1; 120 U. S., 64; 14 Fed. Rep.,
194; 22 Cal., 398; 5 How. (Miss.), 503; 11 La. Ann., 253: 13 How., 71. For
discussion of this, see Charter, subhead "What Franchises Protected as
Contracts." Refer to index. 9 Ga., 362; 86 Ga., 83; 70 Ga., 594.

SEC. u. Exclusive transportation, rate of charges. The

said company shall have the exclusive right of transportation or
conveyance of persons, goods, merchandise, and produce over
the said railroad by them to be constructed; Provided, That
the charge of transportation or conveyance shall not exceed
thirty-five cents per one hundred pounds on heavy Rmte of
articles, and ten cents per cubic foot on articles of char *-
measurement, for every hundred miles, and five cents a mile
for every passenger; And provided at#<>, That the said com-
pany may, when they see fit, farm out their rights of transpor-
tation on said road, subject to the rates above mentioned.

1. Rate of charge. This section simply gives the right to charge for
freight and passengers. The intent was not to proportion the charges
by any unit of distance, but to fix a maximum beyond which the com-
pany could not go. and to leave the tariff of charges, within that limit,

10 ORIGINAL CHARTER OF THE

to the company, subject to the rule of the common law that charges
should be reasonable, and to the regulating power of the courts and of
the legislature. 9 Lee, 609. See, also, 134 U. S.,418. 70 Ga., 694.

2. This section would only be operative to and from points wholly
within the State of Tennessee. Shipments to and from points without
the state would be controlled by the interstate commerce law. 116 U.
S., 307 [29: 636].

3. In shipments from Nashville to Chattanooga, the mere fact that
the road runs into Georgia and Alabama would not take it out of this
section, for. ' in the carriage of freight between two points in one state,
the mere passage over the soil of another does not render that business
foreign which is otherwise domestic." 145 U. S., p. 192 (672). See notes
to sees. 34 and 40. See, also, 108 U. S., 538 (27: 812-818).

4. Exclusive transportation. A part of this section seems at first
blush to convey a franchise exempt from eminent domain, as it purports
to convey the exclusive right of transportation over the road. Whether
the legislature intended to do so or not, however, is immaterial, as the
grant of such a right would be unconstitutional. The state cannot bar-
gain away its sovereign power, and any act attempting to divest it of the
power would be void, even though incorporated in the charter of the
road. Vol. XIV. Am. & Eng. Corp. Cas., pp. 417, 30; 18 Conn., 451; 102
Pa. St., 123; 48 Mich., 433; 53 Ala., 211; 65 Ga., 160; 7 N. H., 35; Lewis
on Em. Dom., sec. 275. See 50 Ga.. 204; 70 Ga., 694.

SEC. 15. Installments, SUitS for. The board of directors
may call for the payment of twenty-four and a half dollars on
each share of stock, in sums not exceeding two dollars, in
every thirty days; Provided^ That twenty days' notice be given
of such call in at least one public newspaper of the state in
which any of the stockholders may reside; and a fail tire to pay,
or secure to be paid, according to the rules of the company,
any of the installments so called as aforesaid, shall induce a
forfeiture of the share or shares on which default shall be so
made, and all payments thereon, and the same shall vest in and
belong to the company, and may be restored to the owner or
owners by the board of directors, if they deem proper, on the
payment of all arrears on such shares, and legal
interest thereon, or the directors may waive the for-
feiture after thirty days' default, and sue the stockholders for
the installment due, at their discretion.

A corporation has no power to make a by-law to forfeit or sell a mem-
ber's stock, unless there be a provision (as in this instance) in the charter
or articles of association, authorizing the same. 19 Wend., 37: Rorer on
Railroads, p. 163. Such a law would not now be valid, as all subscrip-
tions have been settled.

SEC. 16. StOCk, hOW transferred. The stock of said com-
pany may be transferred in such manner and form as may be
directed by the by-laws of the said corporation.

NASHVILLE, CHATTANOOGA A 8T. LOUIS RAILWAY. 11

The by-laws, orders, and resolutions adopted by a railroad company,
or its stockholders, are always under the control of the majority, unless
expressly provided otherwise by the charter, and may be repealed, al-
tered, or modified from time to time by the majority. 5 Sneed, 506-8.

For discussion of "how stock to be transferred and liability of company
for, see index,

SEC. 17. Capital increased, how. The said company may
at any time increase its capital to a sum sufficient to complete
the said road and stock it with everything necessary to give it
full operation and effect, either by opening books for new stock,
or by selling such new stock, or by borrowing money on the
credit of the company, and on the mortgage of its charter and
works; and the manner in which the same shall l>e done in
either case shall be prescribed by the stockholders at a general
meeting; and any state, or any citizen, corporation, or com-
pany, of this or any other state or country, may subscribe for
and hold stock in said company, with all the rights and subject
to all the liabilities of any other stockholder.

1. Increase of capital. The clause in this section allowing 1 the com-
pany to "increase its capital to a sum sufficient to complete its road, and
to stock it with everything 1 necessary to give it full operation,'' etc., gives
only the limited power to the company to issue bonds and mortgage its
property to complete and equip its road, and for no other purpose. Fntzler
v. Railrotid Company, 4 Pickle, 138.

2. By the Acts of 1875, ch. 142, sec. 19, all corporations previously
chartered by the acts of the general assembly were allowed to increase
their capital stock by a method therein set out.

3. This section was amended May 13, 1872, by a decree of the chancery
court at Nashville, minute book V, p. 174, sec. 4, so that " two- thirds of
the whole number of directors agreeing thereto, may increase the capital
stock to.such an amount as may be determined by the board of directors."
See decree itself in this compilation, in next chapter. But also see dis-
cussion herein of validity of chancery court amendments.

4. For method of increasing capital stock now, see index,

5. Increase of capital. By Acts Tenn., 1857-8, ch. 161, sec. 4. this com-
pany was allowed to increase its capital to a sum sufficient, with the
state aid, to construct the Jasper branch.

6. The capital stock of this company was increased to 810,000.000 at
the annual meeting- of stockholders June 30, 1891.

SEC. is. Directors' annual report, may call general meet-
ings. The board of directors shall, once in every year at least,
make a full report on the state of the company and its affairs
to a general meeting of the stockholders, and oftener if directed
by a by-law; and shall have power to call a general meeting of
the stockholders when the board may deem it expedient.

See notes to sec. 9 of this charter.

12 ORIGINAL CHARTER OF THE

SEC. 19. Qualification of officers and voters. No person

but & citizen of the United States, being a lona fide stockholder
in his own right of at least forty shares, which he shall have
held at least three months previous to his election (except at
the first election), shall be president or a director of the com-
pany; nor shall any stockholder vote, in person or by proxy,
at any general or other election (except the first), who shall not
have held, in his own right, the shares on which he offers to
vote at least three months previous to such election.

1. By Acts 1849-50. ch. 266, this section was amended so as to allow
the city of Charleston, S. C., to appoint two directors in road to repre-
sent her stock, and the Georgia Railroad & Banking Co. to appoint one,
but that eight directors should still constitute a quorum. See act itself
in next chapter.

2. The city of Charleston subscribed for $500,000 of the stock in this
company, as per city ordinance passed April 11, 1848.

3. The Georgia Railroad & Banking Co. subscribed for $250,000, as per
resolution of directors passed April 11, 1848.

For discussion of qualification of president and directors and right
of stockholders to vote for. see index.

SEC. 20. Method and scale of voting for directors. Stock-

holders may vote in person or by proxy and in the election of
directors, and, in voting on all questions which come before a
meeting of the stockholders, or which may be submitted to the
decision of the stockholders in any other manner, the vote shall
scale of ke taken according to the followin scale: The owner

voting. O f one or t- wo snares 8 ball be entitled to one vote;
the owner of not less than three nor more than four' shares
shall be entitled to two votes; the owner of not less than five
nor more than six shares shall be entitled to three votes; the
owner of not less than seven nor more than eight shares, to
four votes; the owner of not less than nine nor more than
eleven shares, to five votes; the owner of not less than twelve
nor more than fifteen shares, to six votes; the owner of not
less than sixteen nor more than twenty shares, to seven votes;
the owner of not less than twenty-one nor more than twenty-
six shares, to eight votes; the owner of not less than twenty-
seven shares nor more than thirty-three, to nine votes; the
owner of not less than thirty-four nor more than forty shares,
to ten votes; and the owner of every ten shares above forty

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 13

shall be entitled therefor to one vote; Provided, That no indi-
vidual, corporation, or company shall be entitled to more than
five hundred votes.

1. Amendment as to scale of voting. By Private Acts 1868-9. ch. 2,
sec. 4, the charters of all railroads were allowed to be amended so that
every stockholder should be entitled to one vote for each share of stock,
provided it did not interfere with the vested right of the company. This
amendment was accepted by the Nashville, Chattanooga & St. Louis
Railway, September 20, 1875, and now in all elections each share is en-
titled to one vote. See discussion herein; refer to index.

2. Amendment [chancery court]. This section was amended by
decree of the chancery court, at Nashville, May 13, 1872, as per minute
book "V," p. 174 el fteq., so that "the owner of one or more shares, up
to and including four, should be entitled to one vote for each share: the
owner of a greater number of shares than four should be entitled to one
vote for each four shares over and above four." This amendment was
doubtless void, however. 8 Bax., 332; 1 Tenn. Chy., 95, 98; 11 Lea, 3; 9
Lea, 380; 1 Lea, 462. Subsequently, on September 20, 1875, the company
accepted the Acts of 1868-9, ch. 2, as above set out, which now gives one
vote for each share.

SEC. 21. Real property may be purchased for what The

said company may purchase, have, and hold in fee, or for a
term of years, any lands, tenements, hereditaments which
may be necessary for said road, or appurtenances thereof, or
for the erection of depositories, storehouses, houses for the
officers, servants, or agents of the company, or for workshops
or foundries to be used for the said company, or for procuring
timber, stones, or other materials necessary for the construc-
tion of the road or its appurtenances, or for effecting transpor-
tation thereon.

1. See notes to sec. 24 of this charter.

2. For the purposes enumerated in the above section, the railway can-
not condemn, but must rely upon its purctmslng power therein conferred.
11 Hum.. 347.

For general discussion of this under Eminent Domain, herein, see
index.

SEC. 22. Crossing and taking roads, water courses, and

turnpikes. The said company shall have the right, when nec-
essary, to construct the road, or any branch thereof, across or
along any public road or water course; Provided, Public roads

and water

That the said road and the navigation of such water courses,
course shall not be thereby obstructed; And provided further,

That such railroad shall not be located so near any Turnpikes
. .1 . . . i. ,i . . not to b

turnpike road as to injure or prejudice the interests injured.

of the stockholders in such turnpike road, except upon such

14 ORIGINAL CHARTER OF THE

terms as may be agreed upon by the president and directors of
the same on behalf of the stockholders.

1. Bridge across Tennessee river. By Acts Term., 1849-50, ch. 266,
sec. 2. the company was required to build the bridge across the Tennes-
see river, at least thirty feet above extreme high-water mark between
the two piers next to the western bank or any two piers the company
may deem best, and the distance between the two so selected shall be at
least one hundred and fifty feet. Subsequently, by Acts Tenn., 1855-6,
p. 487, as the bridge had burned, the legislature passed an act relieving
the company from building the bridge thirty feet above high-water
mark, or any other specified height, provided a good draw or revolving
bridge be constructed, at least sixty feet between the piers. See act
itself in this compilation, in next chapter.

Alabama acts as to bridge. The state of Alabama passed, by Acts
1849-50, No. 123. sec. 2, an identical act to the Acts of 1849-50, ch. 266,
sec. 2, of Tennessee, above set out, and subsequently, by Acts 1855-6, p.
11, passed an identical act to the Acts of 1855-6, p. 487, of Tennessee,
above set out.

By Acts of 1888-9, p. 443, Alabama again required the bridge to be
built thirty feet above high water, etc., this act being the same as Acts
of 1849-50, No. 123, above set out. This act, however, is void as against
the vested rights of the railway. The bridge had been erected and the
draw put in under the Acts of 1855-6, before the act of 1888-9 was
passed. In addition it would be void, as congress now has charge of the
matter.

Congress acts. By acts of congress 1888, as amended by those of 1890,
the character of bridges, etc., over all navigable streams has been taken
from the state legislatures. Prior to this time, congress had no jurisdic-
tion over the navigable waters within the territorial limits of a state,
as there was no common law of the United States independent of statute.
Until congress acted, therefore, the matter rested entirely with the leg-
islatures of the states. Hence these acts. Since congress has taken
charge, however, these acts of the state legislature are of no particular
value. The bridge must be constructed according to the acts of congress.
As it is now constructed lawfully under the said acts of congress, the
last acts of Alabama are void upon the subject.

2. Road crossings. Where railroad crosses public road already in
use, it must, unless relieved by statute, not only restore the public road,
but erect and maintain perpetually all structures and keep up all re-
pairs made necessary by such crossing, for the safety and convenience
of the public. 3 Pickle. 712. But this law does not apply where road
crosses railroad. See discussion herein. See, also. 14 Lea, 525, which
holds this section valid in action by turnpike company to enforce con-
tract.

3. Obstructing. The temporary and necessary obstruction of naviga-
tion in the construction or repair of a bridge is not unlawful under this
section, nor within the prohibition of \ 1527 of the code (M. & V.). 6
Pickle. 638. Hut see 5 Sneed, 427; 1 Bax., 55.

4. The term ' public road," in this charter, does not embrace the
streets and alleys of a city. 3 Head, 596.

5. Railroads may be indicted and fined for obstructing a public high-
way contrary to powers in their charter. 3 Head, 523.

6. See discussion herein of right to cross bridge and obstruct roads,
navigable streams, etc., and right of highways and railways to cross
right of way of this company. Refer to index.

SEC. 23. Purchase of bridges, roads, etc. The said com-

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 15

pany may purchase, have, and hold any bridge or turnpike road
over which it may be necessary to carry the said railroad; and
when such purchase is made, to hold the said bridge or turn-
pike road on the same terms and with all the rights which be-
long to the individual, individuals, or corporation from which
such purchase may be made; Provided, That the said company
shall not obstruct any public road without constructing another
as convenient as may be.

1. The term "as convenient as may be " in the above section does not
mean that the new road must be as convenient and easy of passage and
as safe as the old road, but that the new road should be so constructed
as to answer the purposes of the traveling public, and be made as easy
and convenient as the nature of the ground will permit, having regard
to the rights of the public and not requiring unreasonable outlays of
money by company. 1 Bax., 55.

2. A chartered toll bridge, having exclusive right, may be condemned
for railroad purposes. 1 Sneed, 176.

SEC. 24. Condemnation for right Of way. Where any lands
or right of way may be required by the said company for the
purpose of constructing their road, and for want of |n m tk s eij for
agreement as to the value thereof, or from any other certaiined. as
cause the same cannot be purchased from the owner or owners,
the same may be taken at a valuation to be made by five com-
missioners, or a majority of them, to be appointed by the cir-
cuit court of the county where some part of the land or right
of way is situated; and the said commissioners, before they
act, shall severally take an oath, before some justice By sworn
of the peace, faithfully and impartially to discharge rs.
the duty assigned them. In making the said valuation, the
commissioners shall take into consideration the loss or damage
which may occur to the owner or owners in conse- commission
quence of the land l>eing taken or the right of way skier what,
surrendered, and also the benefit and advantage he, she, or they
may receive from the erection or establishment of the railroad
or works, and shall state particularly the nature and amount of
each, and the excess of loss and damage over and above the
benefit and advantage shall form the measure of valuation of
the said land or right of way. The proceedings of the said
commissioners, accompanied with a full description of the said
land or right of way, shall l>e returned under the hands and

16 ORIGINAL CHARTER OF THE

seals of a majority of the commissioners, to the court from
which the commission issued, there to remain of record. In
case either party to the proceedings shall appeal from
the valuation to the next session of the court grant-
ing the commission, and give reasonable notice to the opposite
part}' of such appeal, the court shall order a new valuation to
be made by a jury, who shall be charged therewith in the same
term, or as soon as practicable, and their verdict shall be final
and conclusive between the parties, unless a new trial shall be
granted; and the lands or right of way so valued by the com-
missioners or jury shall vest in the said company in fee simple so
soon as the valuation may be paid, or, when refused, may be
tendered. Where there may be an appeal, as aforesaid, from
On what con- the valuation of commissioners by either of the

work to pro- parties, the same shall not prevent the works intended

ceed pending

litigation. to be constructed from proceeding; but where the

appeal is by the company requiring the surrender, they shall
be at liberty to proceed in their works only on condition of
giving to the opposite party a bond, with good security, to be
approved by the clerk of the court where the valuation is
returned, in a penalty equal to double the said valuation, condi-
tioned for the payment of said valuation and interest in case
the same be sustained; and, in case it be reversed, for the pay-
ment of the valuation thereafter to be made by the jury and
confirmed by the court; Provided, That when the land cannot
be had by gift or purchase the operations of the work are not

Work not to to be hindered or delayed during the pendency of
be delayed by

legal process, any proceedings to assess its value, as aforesaid, nor
shall any injunction or supersedeas be awarded by any judge or
court to delay the progress of said work.

1. Character of title acquired. It will be noticed, from the above
section, that, as soon as the commissioners appointed to assess the value
made their return, and the railway paid or tendered the amount assessed,
the title to the land or right of way immediately vested in the company
in fee simple. The supreme court of Tennessee, in construing 1 this sec-
tion, held: ''That the railway company, having constructed its road and
paid the damages aforesaid, acquired an absolute estate in fee simple to
said land, and is entitled to the exclusive possession and control of every
pan thereof. The original owner, therefore, has no right to the occupa-
tion or use of any part thereof within the limits so condemned and paid
for." 4 Sneed, 528 [280].

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 17

The title and right to the use of the land and right of way, acquired
under section 25 below, however, is materiallj' different. In that ease,
the land is not jut hi for, and, though the company is given one hundred
iVct uu each side of the center of the road, in the absence of any con-
tract to the contrary, where the owner failed to apply in time for assess-
ment, yet. the title secured is only an ametnent and not a fee *linple, and
the landowner is entitled to the use of it until necessary for railroad
purposes, though he must then give it up. 5 Pick., 293.

2. For what land may be taken. Land may be taken, under this
section, for right of way. for approaches to the road for persons and ve-
hicles, for places for receiving and delivering, loading and unloading,
goods, merchandise, etc., but not for laud for the purposes of deposito-
ric.-.. ^tort-houses, workshops, and houses for agents, etc. In the latter
ca-i-s the company must rely solely upon its purctuwhiy power, which,
under section*21 of this charter, it has the right to do. 1 1 Hum., 347.

3. Same, may make successive appropriations. The mere fact that
the company condemned originally, under this section, fifty or one hun-
dred feet for a right of way, will not prevent it now from condemning
a.s much more ax man l>c necennar]i from time to time. This is so, even
though the railway in some cases may have agreed and contracted not
to do so, and the right of way was given to it under that condition. The
board of directors have no power to bargain away the power of eminent
loni'iin. 87 Ky.. 72: 45 Mo., 212; Rorer on Railroads, p. 372, 275; 16 Ohio
St., 390; 54 Penn. St., 103; 10 Vroom, 45; 67 Barb., 426; 52 Ind., 16; Ran-
dolph on Em. Dorn., p. 107. \ 116; 36 Conn., 196; 87 Ala.. 501; 85 Ala., 106;
101 Ind , 366; 1 Md., 553; Lewis on Em. Dom., \\ 247, 259; 52 Ind., 16. 42;
101 Ind.. 366; 113 111., 156; 26 Kan., 669; 13 Neb.. 361; 54 Pa. St., 103; 57
Ark., 359; 58 Pa. St., 249; Elliott on Railroads, W, 930, 962; 104 111., 323;
8 Nev.. 100; 58 Md., 539; 17 111.. 123; 9 Ky. L. R.. 924; 44 Hun (N. Y.),
!'.: r> Col.. 270; 6 Col., 2; 71 111., 592; 18 Pick. (Mass.). 472; 5 Ore., 117.

4. How condemnation made now. The power of eminent domain
conferred in the above section is an inviolable right that cannot be with-
drawn by the legislature, nor surrounded with such conditions as will
destroy its value. 14 Wend. (N. Y.), 51; 8. c., 18 Wend. (N. Y.), 9; 31
Am. Dec.. 313. Hut where a statute prescribes a mode by which lands
may be condemned in the charter, and thereafter the legislature, by
general law, prescribes a different mode, the company must proceed in
the mode prescribed by the latter act. Such a statute does not impair
vested rtyhtx, but merely affects remedies. Thompson on Corp., sees. 5407,
5437; 16 Am. Rep., 729; 47 N. J. L., 59; 54 Am. Rep., 114: 81 Ky., 221; 3
S. C., 381; 12 Heis. (Tenn.), 54. Subsequent legislation has provided
general laws for condemnation of land, and these should doubtless be
followed. See Eminent Domain herein. Refer to index. 2 Swan. 422.

5. For a full discussion of this section, together with the right of
successive appropriations, occupation, and use of right of way, building
on and tunneling same. etc.. see Eminent Domain, Rlyht of H'rj/. herein.
Refer to Index.

SEC. 25. in absence of contract, right of way one hun-
dred feet, when. In the absence of any contract with the said
company in relation to land through which the said road may
pass, signed by the owner thereof, or by his agent, i n absence of
or any claimant or person in possession thereof, which ers'offandVo
may l>e confirmed by the owner, it shall be presumed assessment in
that the land upon which the said road may be con- barred.

18 ORIGINAL CHARTER OF THE

structed, together with a space of one hundred feet on each
RI ht of wa s ^ e ^ tne cen ^ er f sa id road, has been granted to
width of. ^ ne company by the owner thereof, and the company
shall have good right and title thereto, and shall have, hold,
and enjoy the same as long as the same be used only for the
purposes of the road, and no longer, unless the person or per-
sons owning the said land at the time that part of the road
which may be on said land was finished, or those claiming under
him, her, or them, shall apply for an assessment for the value
of said lands, as hereinbefore directed, within five years next
after that part of said road was finished, and in case the said
owner or owners, or those claiming under him, her, or them,
shall not apply for such assessment within five years next after
the said part was finished, he, she, or they shall be forever
barred from recovering the said land, or having any assessment
Minor or feme or compensation therefor; Provided, Nothing herein

in two years contained shall effect the right of feme covert or in-
after removal

of disability, fants until two years after the removal of their re-
spective disabilities.

1. Width, of right of way one hundred feet, when. Under this sec-
tion of the charter, if the right of way was not paid for by railroad, nor
contract entered into with the landowner, the railroad has right to an
easement of one hundred feet on each side of the center of said road,
when necessary for railroad purposes, unless the landowner applied in
time for assessment of value. Only the number of feet up to a hundred,
actually necessary, to be taken from time to time. 5 Pickle, 293.

For rights where land paid for, see 4 Sneed, 528.

2. The owner's possession and cultivation of any part of this one hun-
dred feet is not adverse to railroad, and. although continued for thirty
years, will not defeat the easement, and railroad company can take it
when necessary for side tracks, etc. 5 Pickle, 293. See general discus-
sion of subject herein, under Eminent Domain. See index.

SEC. 26. Forfeiture and penalty for intrusion. If any per-
son shall intrude upon the said railroad, or any part thereof,
Forfeiture for ^ an v manner f use thereof, or of the rights and
intrusion. privileges connected therewith, without the permis-
sion, or contrary to the will of said company, he, she, or they
shall forthwith forfeit to the said company all the vehicles
that may be so intruded on said road, and the same may be
Penalty for recovered by suit at law, and the person or persons
so intruding may also be indicted for misdemeanor,

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 19

and, upon conviction, fined and imprisoned by any court of
competent jurisdiction.

As to the misdemeanor, see 3 Hum., pp. 481-483.

SEC. 27. Obstructing or damaging road or bridges, pun-
ishment. If any person shall willfully and maliciously destroy,
or in any manner hurt, damage, or obstruct the said railroad,
or any bridge, or any vehicle used for or in the transportation
thereon, such person or persons so offending shall be liable to be
indicted therefor, and, on conviction, shall be imprisoned not
more than six nor less than one month, and pay a
fine not less than twenty dollars; and shall be fur-
ther liable to pay all the expenses of repairing the same; and
it shall not be competent for any j>erson so offending against
the provisions of this clause to defend himself by pleading or
riving in evidence that he was the owner, or agent or servant
of the owner, of the land where such destruction, hurt, dam-
age, injury, or obstruction was done or caused, at the time the^
same was caused or done.

Subsequent legislation has rendered this section of the charter unnec-
essary, if not inoperative. By 5387 of the Tenn. Code (M. & V.), it is
provided that '' whoever willfully and maliciously puts upon the track
of any railroad in this state any kind of obstruction, or loosens or re-
moves any of the rails or timbers, or loosens, destroys, or injures any of
the machinery, gear, or apparatus of the locomotive or cars, or removes
or changes any signal, so as to endanger the safe running of the locomo-
tive and cars, or either or any of them, is guilty of a felony, and, upon
conviction of either offense, shall be imprisoned in the penitentiary not
less than two nor more than fifteen years." And by # 5388 it is provided
that if death ensues from any of the above acts, the offender shall suffer
death by hanging; and by the following section, "that if anyone is in-
jured, the offender, if convicted, shall be imprisoned in the penitentiary
from three to fifteen years." Similar laws are in force in Alabama,
Georgia, and Kentucky.

SEC. 28. Obstruction a public nuisance. Every obstruction
to the safe and free passage of vehicles on the said road shall
be deemed a public nuisance, and may l>e abated as such by an
officer, agent, or servant of the company, and the ]>crson caus-
ing such obstruction may be indicted and punished for erecting
a public nuisance.

The word "obstruction," as used by railroad men, is not such a term
of art as requires explanation by an expert. i\ Heis. , 347. See, also, 3
Head, 522; 1 Bax., 55.

20 ORIGINAL CHARTER OF THE

SEC. 29. Storage Charges allowed, When. The said com-
pany shall have the right to take at the storehouses they may
establish or annex to their railroad all goods, wares, merchan-
dise, and produce intended for transportation; prescribe the
rules of priority, and charge and receive such just and reason-
able compensation for storage as they, by rules, may establish
(which they shall cause to be published), or as may be fixed by
agreement with the owner, which may be distinct from the
Wot to charge rates of transportation; Provided, That the said com -
diaf" trans- pany shall not charge or receive storage on goods,
possible. wares, merchandise, or produce which may be de-
livered to them at their regular depositories for immediate
transportation, and which the company may have the power
of transporting immediately.

Where goods are received and deposited in depot or warehouse, the
liability of carrier, as such, ceases eo instnnti. Thereafter its liability
is that of a warehouseman. 7 Pickle, 699. Not extended by Acts 1870,
ch. 17. 8 Lea, 32.

The duty of a warehouseman is to exercise ordinary care and diligence
only. 5 Pickle, 2, 33, 35.

The delivery of goods and payment of freight are concurrent acts, to
be performed at the same time, if road desires. 9 Heis., 564.

Railroad may demand freight charges before receiving and transport-
ing goods.

Railroad has no lien on goods for demurrage, in absence of contract
or clause in bill of lading. 15 Lea, 261. Such a clause should be in-
serted in bill of lading.

By \ 2789 (M. & V. Code), freight uncalled for after six months and one
day may be sent to one of the nearest principal offices and sold for
charges.

In absence of controlling necessity to sell, railroad can only enforce
lien by due process of law. 9 Heis., 564.

SEC. 30. Dividends paid, When. The profits of the com-
pany, or so much thereof as the board of directors may deem
advisable, shall, when the affairs of the company will permit,
be semiannually divided among the stockholders in proportion
to the stock each may hold.

liy Acts 1847-8, ch. 70. sec. 3, this section of the charter was amended
so that the company should be required to estimate and pay semiannu-
ally to the several holders thereof a sum equal to six per cent, per
annum on the capital stock actually paid in, to be charged to the cost of
construction, provided a majority of the stockholders, at their first
regular meeting, agreed thereto. See act itself in this compilatiop, in
next chapter.

See general discussion of dividends herein. Refer to index.

NASHVILLE, CHATTANOOGA A 8T. LOUI8 RAILWAY. 21

SEC. 31. Banking prohibited, may insure. The said com-
pany is hereby expressly prohibited from carrying on any
banking operations, but may effect insurance on lives and
proj>erty transported on the road.

Railroad has right under this section to insure.

It may also have insurance companies to insure for it not only its in-
terest and liability, but the whole value of goods intrusted to it for car-
riage. In such cases it may collect the whole value, reimburse itself for
its special loss, and hold the surplus in trust for the owners. 5 Pick., 2,
45. See, also, 93 U. S., 541; 133 U. S., 409.

As an insurer the liability of the railroad is secondary. 13 Wall.
(U. S.), 367.

SEC. 32. Crossings Of roads and lands. Whenever, in the

construction of said road, it shall be necessary to cross or in-
tersect any established road or way, it shall be the duty of the
company to construct said road across such established road or
way so as not to impede the passage or transportation of per-
sons or proj)erty along the same; or where it shall be necessary
to pass through the land of any individual, it shall be their
duty to provide for such individual a proper wagon way or
ways across said road from one part of his land to the other.

See note to section 22 and 23 of this charter; 3 Pickle, 712; 1 Bax., 55.
The term "public road " does not embrace the streets and alleys of a
city. 3 Head, 596.

See general discussion herein under CrosKlngs. 17 Pick.. 197

SEC. 33. Additional powers. The said company shall pos-
sess such additional powers as may be convenient for the due
and successful execution of the powers granted in this charter,
and for the successful construction and management of the work.

Under this section company has no authority to guarantee a specified
dividend on its stock as an inducement to subscribers to take it. 1 Pickle,
703.

See Acts 1870, ch. 14, included in this compilation, in next chapter,
which purports to construe the powers granted under this section, and
empower the company to borrow a sum not exceeding three million dol-
lars. It is not, however, in the province of the legislature to expound
the meaning of existing laws. They can say what the law shall be, but
not what it is. 2 Hum., 304; see 1 Bax., 319.

SEC. 34. Charter, how amended. This charter shall be
amendable from time to time by the legislature, whenever the
president and directors shall unanimously petition for amend-
ments, specifying in the petition the nature of such amend-
ments; and, when such amendments shall U- adopted by the

22 ORIGINAL CHARTER OF THE

legislature and submitted to the directory, and be accepted and
adopted unanimously by the president and directors, they shall
be obligatory on the stockholders, and not otherwise.

1. Petition for amendment not necessary. An amendment accepted
and adopted by the president and directors unanimously will be valid,
although not recommended by the unanimous petition of the president
and directors, that being merely directory. 8 Bax., 108.

2. Charter irrevocable. As the legislature did not reserve in this
charter the power to modify, amend, or repeal the same, or any part
thereof, all the rights granted herein are irrevocable. The legislature
cannot thrust an amendment upon it or enforce the abrogation of any
right conferred.

The act of incorporation, being legal in itself, is a contract between
the state and the corporation, investing it with a legal estate in the
franchises named in the charter, and, being such a contract, it is under
the protection of the constitution of the United States, and is irrevocable
and inviolable by any act of the legislature, or even a subsequent con-
stitutional convention of the state, without the consent of the corpora-
tion. This has been settled since the Dartmouth College case (4 Wheaton,
U. S. , 468), and is now supported and strengthened by a long and un-
broken chain of authorities.

Tennessee authorities, 9 Bax., 442; 3 Cold., 88, 496; 1 Sneed, 114; 9
Yer., 488: 11 Lea, 336; 3 Hum., 305; 1 Heis., 284; 3 Tenn. Chy., 405; 13
Lea, 400; 2 Pickle, 614; 3 Pickle. 155; 1 Head, 81; 3 Sneed, 629.

United States authorities. 80 U. S., 568 (13 Wall., 264); 83 U. S., 326
(16 Wall., 244); 87 U. S.. 282 (20 Wall., 36); 29 U. S., 938-9 (4 Peters. 514);
1 Black, 436; 117 U. S., 129 (830), 139 (833); 4 Wheat. (U. S.), 468.

SEC. 35. Exemption from military, jury, and road duty.

The president, directors, clerks, agents, officers, and servants
of said company shall be exempt from military duty, except
in cases of invasion or insurrection, and shall also be exempt
from serving on juries and working on public roads.

This is class legislation, and unconstitutional. 4 Lea, 316.

This section was first decided to be valid in Alabama. Johnson v.
State (1890), 41 A. & E. R. R. Cases, 275, but subsequently overruled. 91
Ala., 70; 53 A. & E. R. R. Cases, 37.

SEC. 36. Slaves, power tO buy. The company shall have
full power and authority to purchase and own such number of
slaves as may be necessary for the construction of said road,
and for keeping the same in repair.

Slavery abolished by Constitution 1870. See 3 Heis., 653; 2 Cold., 14.

SEC. 37. Directors trustees in case of dissolution. if, by

decree or otherwise, the said corporation shall be dissolved, the
president and directors of said company are created trustees,
with such powers only as may be necessary to collect the debts
due the company, preserve the property, pay the debts, and

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 23

distribute the projxjrty and effects of the company to those who
may be entitled thereto under the charter.

For what causes dissolution may take place, see Charter, subhead
" Forfeiture of,'' herein.

SEC. 38. Exemption from taxation. The capital stock of

said company shall lie forever exempt from taxation, and the
road, with all its fixtures and appurtenances, including the work-
shops, warehouses, and vehicles of trans|x>rtation, shall be ex-
empt from taxation for the period of twenty years from the
completion of the road, and no longer.

1. Under this section, an elevator, though situated outside the right
of way, if necessary and used as a depot or warehouse, and located at
such a distance on account of natural disadvantages, was exempt, during
the twenty years, together with the side track, etc., necessary to connect
it with the road, and the land on which both are constructed. State a?id
County v. N., C. & St. L. Ry., 2 Fickle, 438.

2. Exemptions from taxation iu charters prior to 1 870 and accepted by
corporators and acted upon, is a contract binding upon state which can-
not be impaired by subsequent legislation or constitutional provisions.
2 Pickle, 614; 3 Cold., 88, 496; 1 Sneed, 114; 9 Yen. 488.

See, also, 13 Lea, 400; 11 Lea. 336; 9 Wax.. 442. 546; 8 Bax., 539; 6 Kax.,
415, 441; 3 Pickle, 155: 3 Hum.. 305: 1 Heis., 284; 3 Sneed, 629; 1 Head, 81.
See, also, 80 U. S., 568; 83 U. S., 326: 87 U. S., 282; 29 U. S.. 939.

3. The exemption of the shares of stock from taxation in this section,
applies to shares in hands of individual stockholders. 117 U. S., 830.

4. A grant to railroad of all rights, powers, and privileges of another
company entitles it to the same exemptions from taxation that other
company had. 117 U. S., 833.

For right of purchaser of railroad as to exemptions, see 12 Lea, 583.

SEC. 39. Road tO be Completed When. The railroad author-
ized by this act shall be commenced within three years after
the pas-age of this act, and shall be finished within six years
thereafter; otherwise the charter hereby granted shall be void.

Charter privileges must be exercised within the time limited by the
charter or subsequent legislation. Korer on Railroads, p. 332.

SEC. 40. Branches, who may build, duty of this road as to.

Any individual or individuals, company or body corporate,
with permission of the legislature of this state, may hereafter
construct branches to unite with the said Nashville & ^J"" 100
Chattanooga Railroad; and it shall be the duty of 5n"rShtto
said company, when required, to receive on their cJrs'over.'ttc
road the full loaded freight cars from such branches, and trans-
port the same to their destination, and to return them without
changing the loads thereof, or charging for the transjwrtation

24 ORIGINAL CHARTER OF THE

of the goods, wares, merchandise, and produce therein any
greater rate of freight than they charge for similar goods,
wares, merchandise, and produce in their own cars; Provided^
That the company shall not be compelled to receive such cars
on their road unless they are constructed in the same manner
and are of equal strength with their own cars, of which the
engineer of the main road shall be the judge; And provided,
That the company shall not be required to receive any cars from
what freight sucn branches without receiving payment for at least
branches. twenty miles transportation; And provided also,
That the said company shall be entitled, in all respects, to sim-
ilar and equal privileges on any branches constructed to unite
with their road, subject to the same restraints. (Acts Tenn.,
1845-6, ch. 1, passed December 11, 1845.)

1. Connecting road, or branch, however short, under this section, may
be charged by this company the regular freight for at least tioenty miles,
and unless it is paid this company is not required to receive it. It is
questionable whether this clause is valid now.

2. The privilege granted other roads of connecting with this is oblig-
atory while this section is in force, but the section may be repealed by
subsequent legislation, as it is not in the nature of a contract. See Rorer
on Railroads, p. 28.

3. One railroad cannot bind connecting road as to rates to be charged,
unless by agreement between them. 7 Bax. , 345.

4. If articles shipped are of different character than those named in
bill of lading, and upon which rates are higher, connecting line may
transport, charge, and collect increased rate. 7 Bax., 345.

5. Receiving carrier is liable for goods lost by connecting line, in the
absence of agreement or clause in bill of lading to the contrary. 6 Heis.,
143, 208.

6. If liability is not restricted, and goods are consigned to a point be-
yond terminus, but on line of connecting route, carrier is bound to de-
liver at destination. 7 Heis.. 253.

7. Trains of one road running over connecting line and under exclusive
control of its own servants, are liable for all damages occurring through
negligence; but if servants of both companies jointly control the train,
both companies are liable. 6 Heis., 347.

8. Branch roads. As to right of this company to build branch roads,
see discussion herein under Branch Roads; refer to index.

9. Same. Under Acts of Tenn., 1849-50, ch. CCLXVI., sec. 3, it was
provided that "the Shelby ville branch and all other branches as may be
made, shall have all the rights and privileges and be placed in all re-
spects on the same footing with the Nashville & Chattanooga Railroad.
This is a very important act, and one that has heretofore been over-
looked. Under it all branches lawfully constructed by this railway
have all the rights and privileges of the main stem. See discussion
herein; refer to index.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 25

CHAPTER II.

ACTS AND DECREES AMENDING CHARTER OF AND RELATING

TO THE MAIN STEM OF THE N., C. 4 ST. L. KF. WHICH

WAS FORMERLY THE N. A C. R. R. CO., IN TEN-

NESSEE, ALABAMA. AND GEORGIA.

This chapter contains only those decrees and acts relating ercl'ttirely to the main stem
of the N.. C. A St. L. Ry.. which was formerly the Nashville & Chattanooga Railroad Com-
pany. Decrees and acts affecting its other branches, such as its Northwestern branch.
Lebanon branch, etc.. will be found in subsequent chapters relating to those roads. As the
original Nashville A Chattanooga Railroad Company ran through a portion of Tennessee,
Alabama, and Georgia, this chapter will contain all decrees and acts of those states affect-
ing the road, in the order mentioned.

DECREES.

N. & C. R. R. Co. ET AL., Ex PARTE. [PETITION.]

Decree Changing name. This cause came on to be heard
May 31, 1S73, before the Hon. W. F. Cooper, chancellor, pend-
ing in the chancery court for the county of Davidson, state of
Tennessee, upon the petition of the Nashville & Chattanooga
Railroad Company, incorporated by the general assembly of
Tennessee, and of its directors, E. VV. Cole, Thomas C. White-
side, Godfrey M. Fogg, Thomas Lipscomb, John F. Anderson,
John B. Hawkins, John W. Childress, W. S. Huggins, A. E.
Patton, lien May, V. K. Stevenson, John M. Bass, Edward L.
Jordan, Jackson Pryor, John P. King, John Frizzell, W. R.
Butler, and A. Frierson, the last two being state directors, when
it appeared to the court that on January 9, 1873, the petition
in this cause was filed, and which has been enrolled in book No.
3, page 169, and that by said petition the court is asked to
pronounce a decree amending the charter of said company as
specified in said petition; that on January 27, 1873, the clerk
and master of this court caused publication to be made for
thirty days in the Republican Banner* a ne\vsp!i|>er published in
the city of Nashville, Tennessee, which publication was in the
words and figures following, to wit:

26 DECREES AND ACTS OF TENNESSEE RELATING TO

No. 7423.

IN CHANCERY AT NASHVILLE.
STATE OF TENNESSEE,

OFFICE CLERK AND MASTER CHANCERY COURT.

NASHVILLE, January 27, 1873.

WHEREAS, The Nashville & Chattanooga Railroad Company
and its directors, E. W. Cole, president, and others, have filed
their petition in this court to have the charter of said company
amended as follows, viz. : That said corporate body shall be
known and designated by the name and title of "The Nashville,
Chattanooga & St. Louis Railway" instead of the Nashville &
Chattanooga Railroad Company: It is therefore ordered that
all persons desiring to resist the amendment of said charter or
the granting the prayer of said petitioners, enter their appear-
ance herein at the courthouse at Nashville, Tennessee, on the
first Monday in April next, 1873, that being the next regular
term of said court, and then and there show cause, if any they
have or can, why the prayer of said petitioners and the amend-
ment of said charter should not be granted, or the matter of
said petition will be heard ex parte, and that a copy of this
order be published for thirty days in the Nashville Republican
Banner. NATHANIEL BAXTER, JR.,

Clerk and Master.

FOGG, WHITESIDE & FRIZZELL,

Solicitors for Petitioners.

It also appearing to the court that, by an act of the general
assembly of the state of Tennessee, ch. 1, passed December 11,
1845, entitled "An act to incorporate the Nashville & Chatta-
nooga Railroad Company," and the act amendatory thereof,
the said Nashville & Chattanooga Railroad Company was incor-
porated for the purpose of establishing a communication by
railroad between Nashville & Chattanooga, in' the state of Ten-
nessee; that, by said acts of the assembly and others of a gen-
eral character, there were conferred upon said company the
powers and privileges incident and necessary to the transaction
of the business for which it was incorporated, and among which
was the power to purchase and own connecting roads; that said

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 27

company has purchased, and is now the owner, of the railroad
known as the Nashville & Northwestern Railroad, running from

' O

Nashville, Tennessee, to Hickman, in Kentucky, in the direc-
tion of St. Louis, in Missouri; that, under the authority afore-
said, said company is now operating a railroad from Chatta-
nooga, via Nashville, to Hickman, its principal office being at
Nashville; that the |>ersons named as directors in said peti-
tion constitute the president and directors of said company;
that, in pursuance of the provisions of sec. 34 of said act of
December 11, 1845, the said president and directors unani-
mously petition that the charter of said company may be
amended in the manner mentioned in the petition filed in this
court. It also appeared that no person has appeared to show
cause why the prayer of said petition should not be granted.

The court being satisfied that the prayer of said petition is
legitimate and proper, and deeming the same necessary, and
not inconsistent with the statutory provisions upon the subject
nor the general laws of the state, nor hurtful to the public
good, doth order, adjudge, and decree, in pursuance of the
powers vested in courts of chancery by virtue of paragraph 23,
sec. 15, of the acts of the general assembly of Tennessee, ch.
54, approval January 30, 1871, entitled "An act to authorize
the chancery courts of this state to grant letters of corporation;"
that the act of the general assembly aforesaid, incorporating
the Nashville & Chattanooga Railroad Company, passed Decem-
ber 11, 1845, be altered, amended, and changed so that said
company and body corporate shall be known and designated by
the name and style of "The Nashville, Chattanooga & St.
Louis Railway," instead of the "Nashville & Chattanooga
Railroad Company," according to the prayer of the petition
filed in this cause. It is further ordered that the Nashville &
Chattanooga Railroad Company pay the costs of this proceed-
ing, for which execution may issue, and, upon the payment of
the same, the clerk and master will issue a certified copy of this
decree for registration. (Registered May 31, 1873, in minute
book "X," p. 220-222, in chancery court at Nashville, Tenn.)

1. This decree, changing the name of the corporation to the Nash-
ville, Chattanooga & St. Louis Railway, was clearly within the power of

28 DECREES AND ACTS OF TENNESSEE RELATING TO

the chancery court at that time, and the decree is valid. 3 Bax., 98; 1
Tenn. Chy. Rep., 83, 95, 97. See, also, 12 Lea, 97, 103; 11 Lea, 3; 9 Lea,
380; 1 Lea, 462.

2. For decree of chancery court, amending the charter in other re-
spects, see further on in this chapter.

ACTS OF TENNESSEE AMENDING CHARTER.

1. Charter amended, allowing stockholders one vote for each

share of stock.

SECTION 4. Be it further enacted, That the charter of the East
Tennessee & Virginia Railroad Company, and of all other rail-
roads in the state, be so amended that hereafter, in all elections
held by any of said companies, every stockholder shall be enti-
tled to one vote for each share of stock owned by him, pro-
vided it shall not interfere with the vested rights of said com-
panies.

SEC. 5. That this act shall take effect from and after its
passage. (Acts Tenn., 1868-9, ch. 2, sec. 4, p. 83.)

1. This amendment was accepted by the company September 20, 1875,
and now in all elections each share is entitled to one vote. See discus-
sion of rig-ht, method, and scale of voting, herein. Refer to index.

2. Previous to this time the chancery court at Nashville had amended
the charter of the company so as to allow "the owner of one or more
shares, up to and including four, one vote; the owner of a greater num-
ber of shares than four, one vote for each four shares over and above
four.'' Entered May 13, 1872, minute book " V," p. 174.

2. Charter amended, stockholders at any meeting may fix

time and pla'ce of next meeting.

SECTION IV. Be it further enacted, That the charter of the
Nashville & Chattanooga Railroad Company be so amended that
the stockholders may at any meeting fix on the day and place
or places where the subsequent meetings of stockholders and
election of directors shall be held.

SEC. V. Be it further enacted, That this act shall take effect
from and after its passage. (Acts Tenn., 1857-8, ch. 8, sec. 4;
passed November 11, 1857.)

3. Charter amended, directors to make by-laws and appoint

judges and clerks of future elections, dividends on stock.
how paid.

SECTION 1. Be it enacted by the General Assembly of the State
of Tennessee, That the board of commissioners of the Nashville

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 29

& Chattanooga Railroad is hereby authorised and E j ect | 0n0 f
empowered to appoint three judges and two clerks, dlrecwrs -
for the purpose of holding an election for h'fteen directors of
said company on January 24, 1848,* and upon the certificate
of said judges the said directors shall be authorized TO make by-
to qualify as directors, and to make all rules, regu- etc.
lations, and by-laws necessary for the government of said com-
pany and management of its affairs not inconsistent with the
general laws of the land.

* Up to this time there was no board of directors; hence there could
be no unanimous petition of the president and directors, and no unani-
mous acceptance and adoption, as prescribed in section 34 of the charter,
and this mode was adopted in lieu of the one therein prescribed for the
ascertaining of the consent of the corporation to an amendment of its
charter.

At the first meeting of the stockholders, as provided in this act, the
following resolution was unanimously adopted: "Resolved (a majority
of the stockholders now agreeing thereto), That the assent of the com-
pany is hereby given to the amendments proposed in their original char-
ter by an act of the general assembly of the state of Tennessee, passed
January 21, 1848, entitled 'An act to amend the charter of the Nashville
i Chattanooga Railroad Company/"

It will be observed that the first section of this act so amends the
ninth section of the original charter as to confer upon the directors the
power to make ''all rules, regulations, and by-laws, "etc., instead of the
stockholders at their first meeting, as provided in said ninth section.

SEC. 2. Be it enacted, That the board of directors of said
company shall have power to appoint three judges Board to ap-

, point judges

and two clerks, from year to year, for the purpose and clerks,
of holding elections for directors.

SEC. 3. Be it enacted, That the charter of said company be
further so amended that the said company be re- paid stock to
quired to estimate and pay semiannually, to the sev- terest. how.
eral holders thereof, a sum equal to six per cent, per annum on
the capital stock of said company actually paid in, to be charged
to the cost of construction; Provided, A majority of the stock-
holders at their first regular meeting agree thereto. (Acts Tenn. ,
1847-8, ch. 70, passed January 21, 1848.)

4. Charter amended allowing city of Charleston and the
Georgia Railroad & Banking Co. to have representation
in board of directors.

SECTION 1. Be it enacted by t/te General Axxetnbly of the
State of Tennessee, That the charter of the Nashville & Chatta-

30 DECREES AND ACTS OF TENNESSEE RELATING TO

nooga Railroad Company is hereby so amended that it may be
lawful for the city of Charleston, in South Carolina, to appoint
two of her citizens to represent her stock in said company as
directors of the board of said company, with all the powers
and privileges which belong to the other directors; and, in like
manner, the Georgia Railroad & Banking Company shall have
the right to appoint one director to represent its stock; Pro-
vided, That eight of the directors shall hereafter, as heretofore,
constitute a quorum for the transaction of business. (Acts
Tenn., 1849-50, ch. 266, p. 530.)

The city of Charleston subscribed for 500,000 of the stock in this
company, as per its ordinance passed April 11, 1848, and the Georgia
Railroad & Banking Company subscribed for $250,000, as per resolution
of that company also passed April 11, 1848, the conditions of each sub-
scription being, among other things, that they should be allowed repre-
sentation in the board; hence the above act.

5. Charter amended, may lease Winchester & Alabama Rail-
road, and any other railroad connecting with Nashville
& Chattanooga Railroad Company, how.

SECTION 1 . Re it enacted by the General Assembly of the State
of Tennessee, That the Nashville & Chattanooga Railroad Com-
pany are hereby authorized and empowered to lease the Win-
chester & Alabama Railroad, and the branch to Fayetteville,
or any other railroad connecting with said Nashville & Chatta-
nooga Railroad, for such time and upon such terms and condi-
tions as may be agreed upon between the president and direct-
ors of the said Nashville & Chattanooga Railroad Company and
the president and directors of the railroad company contracted
with.

SEC. 2. Be it further enacted, That the companies of all lat-
Extended to era ^ s an ^ main line railroad companies shall be en-
other roads. tit i e( j to the benefits of this act, and shall have the
benefits and privileges and powers conferred on the said com-
panies mentioned in the first section of this act.

SEC. 3. Be it further enacted, That all railroad companies
availing themselves of the provisions of this act, as well as the
companies specified in the first section, shall, in the hands of
the lessees, be liable to all liens in favor of the state, and to all
liabilities imposed by their charters or the general law of the

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 31

land, in the same manner that the company or companies to
leasing would have been had no lease been made; I*roi*idtd,
That the payment of the sinking fund provided for by existing
laws shall l>e secured by the company so leasing said road.
(ActeTenn., 1857-8, ch. 8; passed November 11, 1857.)

Since the passage of this act there have been enacted ample general
laws for leasing of railroads. See Leutse, herein. Refer to index.
This act, however, is still in force. The general laws furnish
methods.

6. Nashville & Chattanooga Railroad allowed to subscribe for
stock in Chattanooga, Harrison, Georgetown & Charles-
ton Railroad Company.

Be it enacted, That the Nashville & Chattanooga Railroad
Company, the East Tennessee & Georgia Railroad Company,
and the Memphis & Charleston Railroad Company, shall each
be authorized to subscribe for stock in the Chattanooga, Har-
rison, Georgetown & Charleston Railroad Company, provided
the stockholders of the company proposing to make a subscrip-
tion agree thereto. (Acts Tenn., 1853-4, ch. 319, sec. 20;
passed February 24, 1854.)

ACTS OF TENNESSEE RELATING TO NASH-

VILLE & CHATTANOOGA RAILROAD

COMPANY.

1. Bridge over Tennessee river allowed to be constructed by
Tennessee legislature, how.

SECTION 2. Be it further enacted, That whereas a consid-
erable portion of the bridge authorized by the act entitled "An
act to amend the charter of the Nashville & Chattanooga Rail-
road Company," passed January 19, 1850, has been recently
destroyed by tire; and, whereas, the said railroad company, in
erecting their bridge, constructed a drawbridge, which remains
in the portion not consumed by the recent burning, that the
aforesaid act be so amended that the said Nashville & Chatta-
nooga Railroad Company shall not be required to build any
part of their bridge thirty feet or at any other particular eleva-
tion above extreme high-water mark, provided they keep and
maintain a g<x>d draw or revolving bridge, opening to a width

32 DECREES AND ACTS OF TENNESSEE RELATING TO

sufficient to allow the free passage of steamboats and other
water crafts, and so as, when open, to leave a clear space be-
tween the piers at the draw at least sixty feet. (Acts Tenn.,
1855-6, ch. 239, sec. 2, p. 487; passed January 3, 1856.)

The old bridge that was burned was required to be at least thirty
feet above extreme high-water mark between the two piers next to the
western bank, or an3' two piers the company might deem best, the dis-
tance, however, between the two so selected to be at least one hundred
and sixty feet. (Acts Tenn., 1849-50, ch. 266, sec. 2.)

Alabama acts. The legislature of Alabama, by Acts 1849-50, No.
123, sec. 2, passed a similar act to that of Tennessee of 1849-50, ch.
266, sec. 2, as set out above, and subsequently passed an act identical
with that of Tennessee of 1855-6, ch. 239, p. 487, also above set out. See
Acts Ala., 1855-6, p. 11. in this chapter.

After the bridge had been built and the draw put in, under the Acts
of 1855-6, p. 11, of Alabama, and Acts of 1855-6, ch. 239, p. 487, of Ten-
nessee, the legislature of Alabama, by Acts 1888-9, p. 443, again required
the bridge to be at least thirty feet above extreme high water, etc. This
part of the act, however, is void as against the company's vested rights.
It is further inoperative, as congress, under Acts 1888 and 1890. has now
taken charge of bridges over navigable streams. See discussion of this
in notes to sec. 22 of Nashville & Chattanooga Railroad charter.

2. Nashville & Chattanooga Railroad Company allowed to con-
tract with Memphis & Charleston Railroad for use of
road between Stevenson and Chattanooga, how; state aid.

SECTION 1. Be it enacted by the General Assembly of the State
of Tennessee, That the Memphis & Charleston Railroad Com-
pany and Nashville & Chattanooga.Railroad Company

Joint use of J J

steve/soTto ma y' ^ v agreement, contract for the joint use or
Chattanooga, ownership of that part of the Nashville & Chatta-
nooga Railroad extending from Stevenson to Chattanooga, on
such terms as said companies may mutually agree upon.

SEC. 2. The contract, if made, shall be submitted to the gov-
ernor and road commissioner of the state, and, if approved by
Contract to them, then, in order to provide for the extension in
by governor, making necessary additional tracks and otherwise
preparing the road to accommodate fully the trains and busi-
ness of both companies, and to enable the Memphis & Charles-
ton Company to comply with the contract of consolidation, the
said Memphis & Charleston Railroad Company shall be entitled
to receive from the governor such state bonds as are issued
Bondsforim- under the internal improvement laws of the state, to
prov n ic , an amoun {. e q Ua i ^0 one-half of the amount heretofore

N \-ll\ll.I.K. CHATTANOOGA A ST. LOUIS RAILWAY. 33

jiven by law to said company, to enable them to make an in-
< Impendent extension of their road to Chattanooga, and, in lieu
of ->aid former grant of state aid, the amount to be ascertained
by report of the road commissioner to the governor.

SEC. 3. For the payment of such bonds and the interest
thereon, the said Memphis & Charleston Railroad Company
shall be liable, and their entire road and appurtenances be
lx>und, to the state in the same manner as for state
bonds heretofore issued to said company; Provided,
That section 5 of an act passed February 21, 1856, ch. 120,
shall apply in full force to said Memphis & Charleston Rail-
road Company.

SEC. 4. The bonds of the state shall not issue to said com-
pany until it shall have expended twenty thousand Nottoissue
dollars in the improvement of said Nashville & Chat- tin when -
tanooga Railroad from Stevenson to Chattanooga, this fact to
l>e ascertained by report of the commissioner of roads and con-
firmed by the governor, and the balance of the bonds to be
issued shall not be issued to a greater amount than the amount
of work actually done by said company at the time of applica-
tion, according to the true intent and meaning of the foregoing
provisions. (Acts Tenn., 1857-8, ch. 150; passed March 19,

1858.)

Trains of one road running over connecting line and under exclusive
control of its own servants, is liable for all damages occurring through
negligence. Kut if servants of both companies jointly control the train,
both companies are liable. 6 Heis. (Tenn.), 347.

3. Shelbyville branch and other branches to have rights and
privileges of Nashville & Chattanooga Railroad Company.

SEC. 3. Be it enacted, That the Shelbyville branch, and such
other branches of the Nashville & Chattanooga road as may be
made, shall have all the rights and privileges, and shall be
placed in all respects on the same footing with the Nashville &
Chattanooga road; Provided, That nothing in this act shall be
so construed as to diminish the liability of the stockholders of
the company in any way. (Acts Tenn., 1849-50, ch. 266,
sec. 3; passed January 19, 1850.)

This is a very important act. It does not expressly confer the power
on the railway company to build brunches in the future, but it at least
3

34 DECREES AND ACTS OF TENNESSEE RELATING TO

clothes the branches that it acquires the right to build, with all the
rights and privileges of the main stem.

4. Watchman at Church street crossing in Nashville required.

SEC. 5. Be it further enacted, That it shall be made the duty
of the president and directors of the Nashville & Chattanooga
Railroad Company to keep at the crossing at the depot in the
city of Nashville a man employed to notify travelers or persons
passing on the Richland turnpike of the approach and departure
of the cars, and that said cars shall not blow their whistle in
coming into or going out of said depot; that it shall be a mis-
demeanor in the superintendent at said depot to violate this act,
and punished as other cases of misdemeanor; that any person
or persons may sue for and recover the sum of one hundred
dollars from the president and directors of said road for a vio-
lation of this act. (Acts Tenn., 1857-8, ch. 130, passed
March 15, 1858.)

This act was not made as, nor accepted by the company as an amend-
ment to its charter. It was simply a police regulation, and as such has
doubtless long since been repealed by implication.

5. Nashville & Chattanooga Railroad Company authorized to

lease Nashville & Northwestern Railroad, terms and
conditions.

AVHEREAS, At a meeting of the directors of the Nashville &

Northwestern Railroad Company, held in the city of

Nashville on the twenty-seventh day of October,

1869, E. \V. Cole, president of the Nashville & Chattanooga

Railroad Company, submitted a written proposition, on the

part of said Nashville & Chattanooga Railroad Company, for a

lease to said company of the Nashville & Northwestern Railroad,

for a term of six years, which proposition was in the words

and figures following:

The Nashville & Chattanooga Railroad Company propose to

Proposition lease the Nashville & Northwestern Railroad, for a
or agreement . . , ,, ,

of lease. period of six years, upon the following terms and

conditions:

It will expend upon the roadbed, superstructures, bridges,
and trestles, and in the repair and purchase of rolling
stock, within the next six months, the sum of $100,-

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 35

000, and as speedily as possible put the road in as good condi-
tion as other connecting roads, and supply it with rolling stock
sufficient to meet the requirements of the business of the road
in freights and passengers, and of the same quality and char-
acter as similar rolling stock of the Nashville & Chattanooga
road, and continue to keep the road in good condition, and the
rolling stock in like good order and condition, for and during
the full term of the lease, and the same is fully ended, and to
return the road and rolling stock in like order and condition at
the expiration of the lease; all repairs, improvements, and
additions to )>e made at the usual reasonable and customary
prices for the time being.

The present rolling stock, materials, and personalty of the
Nashville & Northwestern Railroad Company on hand, and to
be valued by three persons, one to be selected by
each of the contracting parties, and they to select a
third, and taken by the Nashville & Chattanooga road at the
valuation, and returned in kind at the end of the lease upon
like valuation.

The road shall continue, during the lease, to be operated on

its present line, and upon everv part of it. without
.,..... . ' Line of road,

discrimination against any part, unless with the con-
sent of the board of directors of the Nashville & Northwestern
Railroad Company, and the lessee shall so operate as to foster
:m<l encourage the local, as well as through, business; and such
and so many trains for the accommodation of freight and pas-
sengers shall be run as are usual and customary on roads of
similar length and importance, and necessary to perform the
business offered.

The tariff of through freights and passengers are to l>e
ratably divided between the roads in proportion to
the length of the two roads to each other, or the
distances carried on each, and the local earnings are to l>e cred-
ited to the lessor.

The lessee agrees to make no charge for use of tools, rent of

shops, or yard room, or pay of yardmen, at Nash-

... , . .. ' Tools, etc.

ville, during the continuance of this lease.

36 DECREES AND ACTS OF TENNESSEE RELATING TO

One-third of the salaries of the president, superintendent,
secretary and treasurer, freight and passenger agents, and en-
officer ai- o' neer ^ the Nashville & Chattanooga Railroad Com-
aries. etc. pany shall be paid out of the earnings of the Nash-
ville & Northwestern Railroad, and the share of the lessor of
these salaries shall not exceed the following sums: President,
$3,000 per annum; superintendent, $2,000; secretary and
treasurer, $2,000; general freight agent, $500; general pas-
senger agent, $500; engineer, $1,000. There shall also be paid
out of the earnings of the road the salary of an agent, to be
appointed by the board of directors of the Nashville & North-
western Railroad Company, as hereinafter provided, to super-
intend the interests of said company under this lease, which

salary is fixed at $ . No other agent or officers shall be

employed, except such as are necessary to operating the road,
and devote their whole time and attention to the business of the
road, and as are usual in such cases, who shall be paid out of
the earnings of the road the same compensation which is al-
lowed similar agents and officers of the Nashville & Chattanooga
Railroad Company for similar services. The board of directors
of the Nashville & Northwestern Railroad Company may elect

an aent, to hold his office during the pleasure of the
Agent of

Northwestern b ai 'd> ^ represent said company and protect its
Railroad. interests during the lease, whose duty it shall be to
give a general supervision to all the business of the road, and
all transactions under this lease, with the right to have free ac-

7 O

cess at all times to the rolling stock, property, and effects used
in running the road, with a view to ascertaining its condition,
and whether any or what repairs are required, and to the books
of the business of the two roads, so far as they relate to or have
any connection with the business or operations under this lease.
He shall be consulted as to all expenses, ordinary or extra-
ordinary, but without' having the right to prevent them, if
deemed necessary by the lessee. If, however, the
agent shall dissent, the matter shall be suspended
until the contracting parties have come to some agreement or
the matter arbitrated as hereinafter provided.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 37

The agent shall make a report to the board of the lessor at
least once in every three months, or of tener, if neces-

Reports.
sary or required.

All matters of difference arising under this lease, either as
to the operation of the road, the expense incurred, or other-
wise, which cannot be amicably adjusted by committees of the

two boards, shall be submitted at once to the arbit-

, ,, -ii/i! Arbitration,

rament and award of three railroad officers or engi-
neers, one to be selected by each of the parties and one by
these two, whose decision shall be final and binding on the con-
tracting parties.

All depot houses, sidings, buildings, and appurtenances of
the road shall be returned with the roadbed and roll- Explration
ing stock, in good order and condition, at the expira- of lets *'
tion of the lease.

Regular and exact accounts shall be kept by the lessee of
all the earnings and expenditures in operating the
road, to which the agent al>ove provided for shall
have full access; and monthly reports and settlements shall be
made between the parties.

The lessee is to have control of the road and of its operations
under the lease, and to receive all the earnings of ite
business, and shall l>e entitled, out of these earnings,
to pay the salaries as hereinbefore provided, and all the ex-
penses of running said road, and to reimburse itself the money
advanced to put the road in good condition, and to furnish roll-
ing stock as herein stipulated, with interest.

Any surplus of earnings after these disbursements shall be
paid to the State of Tennessee monthly, at the expira- Surplus
tion of each and every month during the time of the ""'"i 8 -
lease, to be credited to the interest due, or to become due, to
the state upon the lx)nds issued to the lessor, and which are a
lien by statute upon said road. If the surplus earnings should,
during the term of lease, pay off the arrears of interest due the
state, and exceed the interest which may thereafter fall due
semiannual!}', such excess shall be paid to the lessor or its order.

It is further agreed that no agent or officer of either road

38 DECREES AND ACTS OF TENNESSEE RELATING TO

shall be allowed to engage in any speculation or business con-
nected, or have anything to do, with the transportation or other
business of the road.

[SIGNED.] E. W. COLE,

Pres. of the N. & C. R. R. Co.

AND, WHEREAS, The board of directors of said Nashville &
Northwestern Railroad Company, at their meeting aforesaid,
Preamble. having duly considered said proposition, recommend
its acceptance to the stockholders of said company; and,

WHEREAS, At a meeting of said stockholders, duly and legally
called and held at the city of Nashville, on the twenty-eighth
day of October, 1869, a majority of them voted in favor of
accepting the. proposition for said lease as above set forth; and,

WHEREAS, Said Nashville & Northwestern Road is at present
in the hands of the state authorities, whereby the assent of the
Same. State of Tennessee is made necessary to the consum-

mation of said contract and to the validity of said lease; and,

WHEREAS, In the opinion of this general assembly, it is
manifestly to the interest of the state as well as of said railroad
companies and the public that said proposition should be ac-
cepted and said lease approved, ratified, and made obligatory
on all the parties thereto; therefore,

SECTION 1. Be it enacted by the General Assembly of the
State of Tennessee, That the above proposition be, and the same
Proposition * s nere by, accepted, and said Nashville & Chatta-
accepted. nooga Railroad Company is hereby authorized to
take possession of and control of said Nashville & Northwestern
Railroad, and the property thereof, according to the terms and
conditions of the proposition hereinafter set forth; Provided,
That the present president and directors of the Nashville &
Chattanooga Railroad Company, and their successors in office,
before entering upon the discharge of their duties under the
foregoing lease, and before taking possession of said North-
western Railroad, shall first enter into bond, with two
or more sufficient securities, in the penal sum of one
hundred thousand dollars, payable to the State of Tennessee,
for the faithful performance of the terms and stipulations of

NASHVILLE, CHATTANOOGA <fc ST. LOUIS RAILWAY. ''.

said lease in each and every particular, and for a prompt and
faithful compliance with the terms, provisions, and restrictions
hereinafter provided by law, which bond shall IMJ approved by
the governor, comptroller, and treasurer of the state, and Hied
in the office of the comptroller.

SEC. 2. That the agent provided for in said lease shall be
chosen by the board of directors of said Nashville & A t how
Northwestern Railroad Company, with the concur- ch s* B ' etc -
rence of the governor of the state, whose duty it shall be to re-
port to the governor as often as he is required by said lease to
report to the Nashville & Northwestern Railroad Company,
and he shall be regarded as joint agent for said company and
the state, and his salary, which shall be one hundred and fifty
dollars per month, shall be paid out of the earnings of said
Nashville & Northwestern Railroad.

SEC. 3. That nothing herein contained shall be so construed
as to take the Nashville & Northwestern Railroad Notrelease( j
out of the provisions of any law or laws that may )>e from Uws -
passed by the general assembly of the state; but the said North-
western Railroad shall be subject to the provisions of such law
or laws which may be passed as aforesaid, as though this act
had never been passed.

SEC. 4. That the foregoing lease is ratified, subject to the
provisions of this act, with the express reservation
to the state of the right to terminate the same at any
time without notice, by the act of the general assembly of the
state; Provided, That should the state, or a purchaser from
the state of said Nashville & Northwestern Railroad, demand
possession of said road before the Nashville & Chattanooga
Road has been reimbursed of all necessary and proper exj>endi-
tures in operating said Northwestern Railroad from
the earnings of said road, such excess of exj>enditures
over earnings shall be paid by the state or said purchaser to
the Nashville & Chattanooga Railroad Company.

SEC. 5. That this act shall take effect from and after its pas-
sage. (Acts 1869-70, ch. 21; passed December 9, 1869.)

40 DECREES AND ACTS OF TENNESSEE RELATING TO

6. Alabama & Chattanooga Railroad Company allowed to

cross tracks of Nashville & Chattanooga Railroad Com-
pany near Lookout Mountain, provided it keeps in repair
switches, fixtures, etc., at crossings.

SEC. II. Be it further enacted, That D. N. Stanton, pres-
Ma survey ident, an ^ J- T. Burn, J. C. Stanton, Lewis Rice,
route, etc. John Dermit, J. P. Roberson, Seth Adams, S. A.
Carlton, Wm. Claflin, Robert T. Paine, Jr., W. P. Rathburn,
and R. M. Patton, directors of said railroad company, or their
successors in office, or a majority of them, or their chief en-
gineer, whose action shall be approved by the president and a
majority of the then directors of said company, are hereby
authorized and empowered to survey, lay off, locate, extend,
build, and construct their said railroad, commencing at or near
Wauhatchie station, on the Nashville & Chattanooga Railroad,
in Hamilton county, Tennessee, by the nearest practicable route
to such point within the corporate limits of the city of Chat-
tanooga, Tenn., as they may deem most advantageous for
making connections with other roads now in operation, or that
may hereafter terminate at that point; and for this purpose
may locate their said road so as to cross the track of the Nash-
ville & Chattanooga Railroad Company west of Lookout Moun-
tain, and recross the track of said Nashville & Chattanooga
Railroad east of said Lookout Mountain; Provided,
however, That the Alabama & Chattanooga Railroad
Company shall, at its own expense, build, erect, and keep in
repair all necessary switches and fixtures at said crossings, and
shall not unnecessarily hinder or delay the passage of trains
upon said Nashville & Chattanooga Railroad. (Acts Tenn.,
1869-70, ch. 53, sec. 2.)

The Alabama Great Southern Railroad was organized November 30,
1877, and acquired the property of the Alabama & Chattanooga Railroad,
sold under foreclosure January 22, 1877.

7. Nashville, Murfreesboro, Shelbyville, and Winchester au-

thorized to raise money or issue bonds to pay for stock
in Nashville & Chattanooga Railroad Company.

WHEREAS, The town of Nashville, by its board of mayor and
aldermen, has authorized the mayor of said town to subscribe

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 41

for 20,000 shares of the capital stock of the Nashville & Chat-
tanooga Railroad, which subscription has not, however, yet in
fact been made; and,

WHEREAS, It is necessary that further power should be ex-
tended to the corjxn'ate authorities of said town, to Pretmbie.
enable them to pay the calls upon said stock; therefore,

SECTION 1. Be it enacted by the General Assembly of the
State of Tennwwe, That the town of Nashville IK?, and is hereby,
authorized, through its mayor and aldermen, and by the sub-
scription of its mayor on the books of the Nashville Nashville
& Chattanooga Railroad Company, to subscril>e for ock subscrlt
twenty thousand shares of the capital stock of said company.

SEC. 2. Be it enacted, That the mayor and aldermen of
Nashville be, and are hereby, authorized to raise money on loan,
by pledging the faith of the corporation, by pledg- M borrow
ing a portion of its taxes, by mortgage, or other- raonc y-
wise, as to them may soem best, to an amount not exceeding
what may be demanded for the calls upon the stock aforesaid,
and said loan may be created for such length of time, and pay-
able in such manner, as to the said mayor and aldermen may
be deemed best.

SEC. 3. Be it enacted, That the said mayor and aldermen be,
and they are hereby, authorized, if to them it shall seem best,
instead of making a loan as aforesaid for the whole M is$ue
amount of said calls, or any part thereof, to issue bon<ls -
the bonds of the said corporation, under its corporate seal, to
be signed by its mayor and countersigned by its recorder, for
the whole or any part of said calls which may be made from
time to time by said railroad company on said stock.

SEC. 4. Be it enacted, That the bonds so to l>e issued shall
be in sums not less than five hundred dollars each; D^^I,,,,
that they shall not bear a greater rate of interest of bonds -
than six per centum per annum, and shall not be jwyable at a
greater distance of time from their respective dates than thirty
years.

SEC. 5. Be it enacted, That a like privilege of subscription,
and a like power to issue bonds and to raise money on loan, be

42 DECREES AND ACTS OF TENNESSEE RELATING TO

Murfreesboro. extended to the following incorporated towns, to wit:
Winchester. Murfreesboro, Shelby ville, and Winchester; Pro-
vided, That the mayor and aldermen of the towns of Murfrees-
boro, Shelbyville, and Winchester may issue bonds for their
stock, or, in negotiating loans under this act, of a denomination
as low as one hundred dollars. (Acts Tenn., 1847-8, ch.
26; passed December 9, 1847.)

Shelbyville subscription. The town of Shelbyville never subscribed
for a share of stock in this company. It is true that, on December 8,
1848, the board of mayor and aldermen did make a subscription for the
town of 50.000 of the stock, but, on December 30, 1848, this ordinance
was repealed, and nothing- more was ever done. Nor did the town sub-
scribe in building the branch to Shelbyville.

Nashville subscription. The proposition to subscribe or not was
submitted to the people of Nashville, July 3, 1847, and resulted in a vote
of three to one in favor of subscribing- $500.000, upon condition that the
calls be paid in the bonds of the city not having longer time to run than
thirty years. This was done. See city ordinances passed July 9, 1847,
and December 23, 1847.

Murfreesboro subscription. The city of Murfreesboro subscribed
for $30,000 of the stock.

Winchester subscription. The town of Winchester never subscribed.

8. Charter, sec. 33, construed by act; authority also given in
this instance to borrow money and mortgage road.

WHEREAS, The charter of the Nashville & Chattanooga Rail-
road Company, passed on December 11, 1845, by its thirty-
Additional third section provides that the said company shall
powers. possess such additional powers as may be convenient
for the due and successful execution of the powers granted in
said charter; and,

WHEREAS, The power to borrow money upon such terms as
Borrow ma y ^ e P reser ibed by the stockholders at a general
money. meeting, to be expended for the more thoroughly

equipping said road, repairing the roadbed, and for such other
purposes as may be deemed expedient by said stockholders, in-
cluded in the powers granted by said thirty-third section; and,

WHEREAS, It is intended by the following act merely to con-
Construction strue the powers as granted by said charter, and
of power. no j. ^ en ] ar g e or modify the same; therefore,

SECTION 1. J3e it enacted by the General Assembly of the
State of Tennessee, That the Nashville & Chattanooga Railroad

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 43

Company l>e, and it is hereby, jxjrmitte<l to lx>rrow Permitted to
a sum not exceeding three millions of dollars, and $3.000.000.
in order to secure the payment of the same, the said company
is authorized to make and issue its lx>nds in sums of one thou-
sand dollars each for the sum aforesaid, payable in not less than
five nor more than twenty years from date, in gold or silver
coin, with coupons attached for the payment of interest semi-
annually, at a rate of interest to be agreed ii|x>n, Rgte of
not exceeding the legal rate of interest at the place tnterest -
where payable.

SEC. 2. That in order more perfectly to secure the payment
of the principal and interest of the bonds to be
issued as aforesaid, the said company is hereby
permitted to execute a second mortgage on its charter, road,
works, rolling stock, and depots, with all the stip-

Mortg.ge.

ulations and conditions necessary to accomplish the
intent and meaning of this act, and the manner in which said
bonds and mortgage shall be made and executed shall 1x3 pre-
scribed by the board of directors of said company; that noth-
ing herein contained shall be construed as to interfere with
prior liens, especially the lien of the state; and that
this act shall take effect from and after its passage,
the public welfare requiring it. (Acts Tenn., 1870, ch. 14;
approved June 13, 1870.)

It is not the province of the legislature to expound the meaning- of
previously existing laws. They can say what the law shall l>e, but are
not authorized to say what it is. 2 Hum. (Tenn.), 304: 1 Itax. (Tenn.), 319.

The above act does not make the rig-ht to mortgage a part of the char-
ter of the company, but was enacted for this occasion only.

9. State aid to Nashville & Chattanooga Railroad Company.

Many acts of the legislature of the State of Tennessee were
passed authorizing state aid to be granted to the Nashville &
Chattanooga Railroad Company for the purpose of building
and equipping its road. The state aid was given by having the
governor to indorse the bonds of the road on lx?half of the
state. These acts are quite lengthy, and are so seldom required
that for the purpose of economy it is deemed not advisable to
insert them in full in this compilation, but simply to refer to

44 DECREES AND ACTS OF TENNESSEE RELATING TO

the act and page where they can be found, if desired. Below
will be found all acts relating to this subject, set out in the
order of their passage:

Acts 1847-8, ch. 169, p. 272, governor authorized to indorse
and guarantee bonds of the Nashville & Chattanooga Railroad
Company to any amount not exceeding the sum of $500,000.
For terms and conditions, see act.

Acts 1851-2, ch. 151, sec. 18, bonds authorized to be issued
to, when twenty-five miles of road completed in addition to
eighty miles specified in Acts 1847-8, ch. 169, sec. 2, to the
amount of $175,000, and so on for each section of twenty-five
miles. For conditions, see act itself.

Acts 1853-4, ch. 131, sec. 6, governor authorized to indorse
and guarantee bonds of Nashville & Chattanooga Railroad
Company to amount not exceeding $650,000. For conditions,
see act.

Acts 1855-6, ch. 120, governor authorized to indorse and
guarantee $150,000 of the bonds of the Nashville & Chatta-
nooga Railroad Company.

Acts 1855-6, ch. 120, governor authorized to indorse
and guarantee bonds to the amount of $150,000 to the Nash-
ville & Chattanooga Railroad Company to complete branch to
the East Tennessee & Georgia Railroad.

Acts 1855-6, ch. 35, governor authorized to indorse
and guarantee bonds of the Nashville & Chattanooga Railroad
Company to the amount of $95,000. For terms and conditions,
see act.

Acts 1859-60, ch. 7, state aid to the extent of a sum
not exceeding $150,000 transferred from the Memphis &
Charleston Railroad Company to the Nashville & Chattanooga
Railroad Company, to be applied exclusively to that part of the
road, etc., between Stevenson and Chattanooga. For con-
ditions, see act itself.

Acts 1865-6, ch. 14, p. 23, governor authorized to issue
bonds to the amount of $125,000 to the Nashville & Chat-
tanooga Railroad Company for the completion of the branch
road from Bridgeport, Ala., to Jasper, Tenn.

N \>ll\ II.I.E. CHATTANOOGA A ST. LOUIS RAILWAY. 45

10. Internal improvement acts.

The legislature of the State of Tennessee has passed many
acts under the terms of which the various railways in the state
could secure state aid for the purpose of building ami equipping
their roads. These acts are very numerous and lengthy, and
it is a rare exception when they are now needed. For these
ira>ons it is deemed advisable not to insert them in full in this
compilation, but simply to give the acts and pages where they
can l>e found should occasion ever require.

Immediately following will be found all the acts in relation
thereto, set out in the order of their passage: Acts 1851-2,
ch. 151, passed February 11, 1852; Acts 1851-2, ch. 285,
passed February 28, 1853; Acts 1853-4, ch. 131, passed Feb-
ruary 8, 1854; Acts 1853-4, ch. 132, passed December 16,
1853; Acts 1853-4, ch. 225, passed February 17, 1854; Acts
1855-6, ch. 82, p. 92, passed January 19, 1856; Acts 1855-6,
ch. 228, passed January 30, 1856; Acts 1857-8, ch. 20, passed
January 9, 1858; Acts 1859-60, ch. 74; Acts 1865-6, ch. 14,
p. 33, passed January 18, 1866; Acts 1865-6, ch. 31, passed
February 27, 1866; Acts 1865-6, ch. 9, passed February 23,
1865; Acts 1865-6, ch. 24, passed January 18, 1866; Acts
1865-6, ch. 95, passed January 26, 1866; Acts 1866-7, ch. 2,
passed November 19, 1866; Acts 1866-7, ch. 22, passed Feb-
ruary, 18, 1867; Acts 1868-9, ch. 19, passed January 26, 1869.

RESOLUTIONS OF TENNESSEE RELATING TO

NASHVILLE & CHATTANOOGA

RAILROAD COMPANY.

1. Resolution of Tennessee asking Georgia for right of way
for Nashville & Chattanooga Railroad Company.

WHEREAS, The general assembly of the State of Tennessee
has passed an act incorporating a company to construct a rail-
road from Nashville to Chattanooga, designed to connect at the
latter place with the great line of railroad extending to the
Southern Atlantic coast; and,

WHEREAS, From partial reconnoissances and surveys which
have been made, the route l>elieved to IK? the most favorable for
the road crosses the southern boundary line of the state, and

46 RESOLUTIONS OF TENNESSEE RELATING TO

for some distance passes through the territory of the State of
Georgia; and,

WHEREAS, The construction of the Nashville & Chattanooga
Railroad in a great degree depends upon the early completion
by Georgia of her state road to the Tennessee River, which
would bring that work within the territory and jurisdiction of
Tennessee, the right and privilege of doing which has been
granted to Georgia by this state; and,

WHEREAS, The accomplishment of both of these great works
of internal improvement, believed to be alike beneficial to both
states, may, in a great degree, depend upon the reciprocal legis-
lation of the two states, by which the rights and privileges to
be enjoyed and exercised by each within the jurisdiction of the
other may be placed upon a just and permanent basis; therefore,

Resolved by the General Assembly of the State of Tennessee,
That the legislature of the State of Georgia be requested to
grant to the Nashville & Chattanooga Railroad Company the
privilege of surveying, locating, and constructing their road,
and of establishing any necessary warehouses, depots, etc.,
thereon, from a point on the state line in Dade county, near the
head of Running Water Creek, thence through the sai I county
of Dade, by John B. Perkins, and down Lookout Valley,
recrossing the state line in said valley, with such protection to
the rights and property of the company, and under such re-
strictions, as that legislature may deem expedient to prescribe.

Resolved, That James A. Whiteside be appointed an agent
to proceed to the Georgia legislature, now in session, to solicit
the right of way hereinbefore indicated for the Nashville &
Chattanooga Railroad, and confer with the authorities of that
state upon the subject of the reciprocal legislation which should
be adopted by the two states to make effectual the rights and
privileges conferred by them respectively. (Acts Tenn.,
1847-8, Resolution No. 2; passed November 29, 1847.)

2. Resolutions of Tennessee asking Alabama for the right of
way for the Nashville & Chattanooga Railroad.

WHEREAS, The general assembly of the State of Tennessee
has passed an act incorporating a company to construct a rail-

NASH VI 1. 1, K, CHATTANOOGA A ST. LOUIS RAILWAY. 47

road from Nashville, in Davidson county, to Chattanooga, in
Hamilton county; and,

WHEREAS, From partial examination and reconnoissanees
which have been made, several different routes are presented, sup-
posed to afford facilities for the location of the road, one of which
crosses the state line and for a short distance passes through
the territory of the State of Alabama, and it l>eing desirable to
locate and establish the road upon the route most suitable for
its construction, which can only be ascertained by actual survey
and estimates; therefore,

Resolved by the General Assembly of tie State of Tennexxee,
That the legislature of the State of Alabama be requested to
grant to the Nashville & Chattanooga Railroad Company the
privilege of surveying, and in case they find that route most
eligible, for locating and building their road and any necessary
warehouses, depots, water stations, etc., from a point on the
state line, in Jackson county, at or near the place where Crow
Creek crosses the same, thence down the valley of said creek
towards liolivar, so far as to be able to turn the spur of Cum-
berland mountain, and recross the state line between said
mountain and Tennessee river, with such protection to the
rights conferred and such restrictions as that legislature may
deem expedient to impose.

Rsfolwdj That the governor of this state be requested to
transmit a copy of the foregoing preamble and resolutions to the
executive of the State of Alabama, with the request that he
will submit the same to the legislature of that state for consid-
eration. (Acts Tenn., 1845-6, Resolution No. 5; adopted
December 12, 1846.)

3. Resolution allowing petition of W. C. Harding, D. H. Mc-
Gavock, and Lucy McKelvey to be filed, asserting their
rights for damages for land taken for right of way on
Northwestern Division.

WHEREAS, W. G. Harding, D. H. McCiavock, Mrs. Mc-
Kelvey, and others have obtained decree in the supreme court
of Tennessee, enjoining Nashville, Chattanooga & St. Ixwis
Railroad from using or running trains over certain lands, occu-

48 RESOLUTIONS OF TENNESSEE RELATING TO

pied by the right of way of the Nashville & Northwestern
Railroad, sold by the state in the case of the State v. The Edge-
field & Kentucky Railroad Company, pending in the chancery
court at Nashville, to said Nashville, Chattanooga & St. Louis
Railway; and,

WHEREAS, The basis of these decrees for injunction was that
the lien of said parties for the purchase money of these lands
was prior and superior to that of the state, in said land of said
railroad companies, and that they not having been made parties
to said suit, had no opportunity therein to have adjudicated
their right therein to the purchase money paid into court for
said Nashville & Northwestern Railroad, and, not being per-
mitted to sue the state, were forced to pursue their remedy by
injunction against the Nashville, Chattanooga & St. Louis Rail-
way, as purchasers of said railroad; and,

WHEREAS, It being the intention of the legislature, in pass-
ing the various acts directing the bringing of said suit for the
purpose of selling of said railroad and other delinquent rail-
roads, that all parties having legal claims against any of the
said railroads should be made parties thereto, and have their
rights therein adjudicated; now r , therefore,

lie it resolved by the General Assembly of the State of Ten-
nessee, That the said W. G. Harding, D. H. McGavock & Co.,
complainants, and Lucy McElvey, or their assigns, may pro-
ceed, by petition, in said cause of the State of Tennessee v. The
Edgefidd & Kentucky Railroad Co. et aL, to make themselves
parties thereto, making the state a party to said petition by
service of notice upon the attorney -general for the state days
before the tiling of the same; and the said chancery court shall
have full power to make such decree thereon as it might have
made had the petitioners been parties to the original bill therein,
and the fact of not having been made parties originally to said
suit shall in no way affect their rights in the premises, pro-
vided nothing in this resolution shall in any way affect the
judgments of the parties against the Nashville, Chattanooga &
St. Louis Railroad, which have been rendered in the courts
heretofore. (Senate Joint Resolution, No. 20, Acts Tenn.,
1877, p. 229; approved March 26.)

NASHVILLE, CHATTANOOGA A 8T. LOUIS RAILWAY. 49

4. Resolution authorizing suit against Nashville & Chatta-

nooga Railroad Company for state's interest as stock-
holder in Nashville, Murfreesboro & Shelbyville Turnpike
Company.

WHEREAS, On July 19, 1848, the Nashville & Chattanooga
Railroad Company, compounded, under a directory clause in its
charter, with the stockholders of the Nashville, Murfreesl>oro
& Shelbyville Turnpike Company, for damages to its franchise
by interfering parallel lines, agreeing to pay as such damage
twenty- five per cent., in amount of its capital stock, on the
capital stock in said turnpike road, the state's interest as a
stockholder being $66,660.66; and,

WHEREAS, This twenty-five per cent, was promptly paid to
the individual stockholders, but has never been paid to the state
by said Nashville & Chattanooga Railroad Company; therefore,

Be it resolved by the General Axuembly of the State of Ten-
nessee. That the secretary of state is hereby ordered and in-
structed to proceed at once, and use all lawful measures for the
collection of the same, and the dividends properly lielonging
thereto. (House Joint Resolution No. 60, approved March 12,
1875; Acts Tenn., 1875, p. 317.)

5. Resolution with reference to Nashville, Chattanooga & St.

Louis Railway claiming exemption from taxation on
Northwestern Division.

WHEREAS, The comptroller states in his report to the pres-
ent general assembly, pages 56 and 57, that the Knoxville &
Ohio Railroad, the Mobile & Ohio Railroad, the Nashville,
Chattanooga & St. Louis Railroad (Northwestern Division) are
exempt from taxation; and,

WHEREAS, The said roads have a grand total of three hun-
dred and forty-rive miles of railroad, and that the assessed value
of said roads amounts to rive million sixty-seven thousand three
hundred and ninety-rive dollars; and,

WHEREAS, The state is in need of all the revenue she can
get; therefore,

Be it resolved hy the home of representative*^ That the rail-
road committee shall inquire whether said companies are ex-

50 CHANCERY COURT AMENDMENT TO CHARTER

empt from taxation, and, if so, when said exemption expires,
and make their report to this house. (House Resolution No. 32,
Acts Tenn., 1887.)

CHANCERY COURT AMENDMENT TO CHARTER.

Decree amending charter of Nashville & Chattanooga Rail-
road Company at Nashville, Tenn.

This cause came on to be heard this thirteenth day of May,
1872, before the Hon. E. H. East, chancellor, presiding in the
chancery court for the county of Davidson, State of Tennessee,
upon the petition of the Nashville & Chattanooga Railroad
Company, incorporated by the general assembly of Tennessee,
and of its directors, E. W. Cole, Thomas C. Whitesides, God-
frey M. Fogg, John W. Childress, John Frizzell, Jackson
Pryor, W. S. Huggins, John F. Anderson, John B. Hawkins,
A. E. Patton, Thomas Lipscomb, Edward L. Jordan, V. K.
Stevenson, Ben May, John P. King, John M. Bass, Thomas
H. Caldwell, and W. Bosson, the last two being the state di-
rectors:

When it appeared to the court that, on March 9, 1872, the
petition in this cause was filed, and which has been enrolled in
book No. 1, page 283, and that, by said petition, the court is
asked to pronounce a decree amending the charter of said com-
pany as specified in said petition; that, on March 11, 1872, the
clerk and master of this court caused publication to be made
for thirty days in the Republican Banner, a newspaper pub-
lished in the city of Nashville, Tennessee, which publication
was in the words and figures following:

No. 7108.
IN CHANCERY AT NASHVILLE.

STATE OF TENNESSEE,
OFFICE CLERK AND MASTER CHANCERY COURT.

NASHVILLE, March 11, 1872.

WHEREAS, The Nashville & Chattanooga Railroad Company
and its directors, viz. : E. W. Cole, Thos. C. Whitesides, G.
M. Fogg, John W. Childress, John Frizzell, Jackson Pryor,

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 51

W. S. Huggins, John F. Anderson, Jno. B. Hawkins, A. E.
Patton, Thos. Lipseomb, Edward L. Jordan, V. K. Stevenson,
Ben May, Jno. P. King, Jno. M. Bass, Thos. H. Caldwell, and
W. Bosson (the last two l>eing state directors), tiled their peti-
tion in the chancery court at Nashville, on the ninth of March,
1872, praying that the charter of said Nashville & Chattanooga
Railroad be amended by said court; that a decree be pro-
nounced granting said amendments, which are as follows:

1. May lease or purchase other railways and issue bonds.

That the board of directors of said company, two-thirds of
the whole number of directors agreeing thereto, shall have the
power and authority to acquire for said company by purchase
or lease, the property and franchises of any railroad, as well as
the property and franchises of any other railroad company op-
erating or proposing to construct a railroad which connects with
the Nashville & Chattanooga Railroad, as well as the property
and franchises of any other railroad company, the purchase or
lease of which may, in the opinion of the board of directors,
promote the interest of the Nashville & Chattanooga Railroad
Company, and said board of directors may cause to be issued
the bond of the said Nashville & Chattanooga Railroad Com-
pany to the amount necessary, from time to time, to accomplish.

For validity of this amendment, as well as those following 1 in this de-
cree, see discussion herein as to chancery court amendments; refer to
index.

2. May subscribe to stock in any incorporated company and

issue bonds.

That the board of directors of said company, two-thirds of
the whole number of directors agreeing thereto, may, for and
on behalf of said company, subscribe to the capital stock of any
other incor|>orated company to such an amount as may be agreed
upon by said board of directors, and may cause to be issued the
bonds of said company to the amount necessary, from time to
time, to accomplish this purpose.

3. May indorse or guarantee bonds of other companies.

That the board of directors of said company, two-thirds of
the whole number of said directors agreeing thereto, may, for

52 CHANCERY COURT AMENDMENT TO CHARTER

and on behalf of said company, and to be indorsed and guar-
anteed, the bonds issued by the other incorporated companies,
to such an amount as may be agreed upon by said board of
directors, whenever it may be, in the opinion of the board of
directors, to promote the interest of said Nashville & Chatta-
nooga Railroad Company.

4. May increase capital, how.

That the board of directors of said railroad company, two-
thirds of the whole number agreeing thereto, may increase the
capital stock of said company to such an amount as may be
determined by said board of directors.

5. Manner of voting ; amending section 20 of original charter.

That stockholders may vote in person or by proxy, and in
the election of directors, and in voting on all questions which
may come before a meeting of the stockholders, if so demanded
by five stockholders, the vote shall be taken according to the
following scale: The owner of one or more shares, up to and
including four, shall be entitled to one vote for each share; the
owner of a greater number of shares than four shall be entitled
to one vote for each four shares over and above four.

That the provisions of the said act of December 11, 1845,
ch. 1, inconsistent with these proposed alterations and amend-
ments be abrogated.

It is therefore ordered that all persons who desire to resist
the granting of said amendments to said charter, as above in-
dicated, or to the prayer of said petition, do enter their appear-
ance herein on or before the third Monday of the next term of
said court, to be held on the first Monday in April next, 1872,
and then and there show cause, if any they have, or can, why
the prayer of said petition should not be granted and said
charter amended, and that a copy of this order be published for
thirty days in the Nashville Republican Banner.

A copy attest: NATHANIEL BAXTER, JR.,

Clerk and Master.

FOGG, WHITESIDES & FRIZZELL,

Solicitors for Petitioner.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 53

It also appearing to the court that by n act of the general
assembly of the State of Tennessee, ch. 1, December 11, 1^45,
entitled, "An act to incorporate the Nashvilb & Chattanooga
Railroad Company," and the acts amendatory thereof, to wit:
Ch. 70, passed January 21, 1S4H, entitled, "An act to amend
the charter of the Nashville <&. Chattanooga Railroad Company,"
and ch. 266, passed January 19, 1850, entitled, "An act to
amend the charter of the Nashville & Chattanooga Railroad
Company," the said Nashville & Chattanooga Railroad Com-
pany was incorporated for the purpose of establishing a com-
munication by railroad between Nashville & Chattanooga, in the
State of Tennessee; that by said acts of assembly there were con-
ferred upon said company the powers and privileges incident and
necessary to the transaction of the business for which it was in-
corporated; that under the authority aforesaid said company has
constructed and is now operating a railroad from Nashville to
Chattanooga, its principal office being at Nashville; that the
persons named as directors in said petition constitute the presi-
dent and directors of said company; that in pursuance of the
provisions of sec. 34 of said act of December 11, 1845, the said
president and directors unanimously petition that the charter of
said company may be amended in the manner mentioned in the
petition filed in this cause. It also appeared that no person
appeared to show cause why the prayer of said petition should
not be granted.

The court being satisfied that the prayer of said petition is
legitimate and proper, and deeming the same necessary and not
inconsistent with the statutory provisions on this subject, nor
the general laws of the state, nor hurtful to the public good,
doth order, adjudge, and decree, in pursuance of the j)owers
vested in courts of chancery by virtue of paragraph 23, sec. 15,
of the acts of the general assembly of Tennessee, ch. 54, ap-
proved January 30, 1871, entitled "An act to authorixe the
chancery courts in this state to grant letters of incor|M>ration,"
that the acts of the general assembly aforesaid incorporating
the Nashville & Chattanooga Railroad Company, passed De-
cember 11, 1845, be altered, amended, and changed in the

54 CHANCERY COURT AMENDMENT TO CHARTER

manner following, as prayed for in the petition in this cause-
that is to say:

1. That the board of directors of said company, two-thirds
of the whole number of said directors agreeing thereto, shall
have the power and authority to acquire of said company, by
purchase or lease, the property and franchises of any railroad
company operating or proposing to construct a railroad which
connects with the Nashville & Chattanooga Railroad, as well as
the property and franchises of any other railroad company, the
purchase or lease of which may, in the opinion of the board of
directors, promote the interest of the Nashville & Chattanooga
Railroad Company, and said board of directors may cause to be
issued the bonds of the said Nashville & Chattanooga Railroad
Company to the amount necessary, from time to time, to ac-
complish this purpose.

2. That the board of directors of said company, two-thirds
of the whole number of directors agreeing thereto, may, for
and on behalf of said company, subscribe to the capital stock
of any other incorporated company, to such an amount as may
be agreed upon by said board of directors, and may cause to
be issued the bonds of said company to the amount necessary,
from time to time, to accomplish this purpose.

3. That the board of directors of said company, two-thirds
of the whole number of directors agreeing thereto, may, for
and on behalf of said company, cause to be indorsed and guar-
anteed the bonds issued by other incorporated companies to
such an amount as may be agreed upon by said board of direct-
ors whenever it may, in the opinion of the board of directors,
promote the interest of the Nashville & Chattanooga Railroad
Company.

4. That the board of directors of said company, two-thirds
of the whole number of directors agreeing thereto, may increase
the capital stock of said company to such an amount as may be
determined by said board of directors.

5. The stockholders may vote in person or by proxy, and in
the election of directors, and in voting on all questions which
mav come before a meeting of the stockholders, the vote shall

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 55

he taken according to the following scale: The owner of one
or more shares, up to and including four, shall l>e entitled to
one vote for each share; the owner of a greater num tar of
shares than four shall be entitled to one vote for each four
shares over and above four.

It is further ordered that the Nashville & Chattanooga Rail-
road Company pay the costs of this proceeding, for which ex-
ecution may issue, and upon the payment of the same the clerk
and master will issue a certified copy of this decree for regis-
tration, i Entered in minute book "V,"" pp. 174-178, at
Nashville, Tenn.)

For discussion of the validity of this decree, see herein. Refer to
index.

Other decrees. There are several other decrees in this com-
pilation, but as they simply vext title to particular roads in this
company they are inserted in the chapter relating to those roads
or branches.

ACTS OF ALABAMA RELATING TO NASHVILLE
& CHATTANOOGA RAILROAD COMPANY.

1. Alabama grants right of way to Nashville & Chattanooga
Railroad Company through Jackson county, with rights
and privileges of Tennessee charter; how to be taxed.

SECTION 1. Be it enacted by the Senate and ll<m*<- of Rep-
resentatives of the State of Alabama, in General Axxembly con-
vened, That the Nashville & Chattanooga Railroad Company
be, and they are hereby, authorized to construct
their road through the northern portion of .Jackson
county, in this state, and that they shall have and enjoy all the
rights, privileges, and immunities, and be subject to such
restrictions, as are granted to and imposed upon said company
by the act incorporating the same, as far as said railroad lies
in the county of Jackson; on the express condition,
however, that any railroad company now chartered,
or which may hereafter be chartered in this state, shall have
the right to connect their road directly with the said Nashville
& Chattanooga Railroad at any jx>int on it in the county of
Jackson, aforesaid.

56 ACTS OF ALABAMA RELATING TO

SEC. 2. [This section related to the erection of the bridge
across the Tennessee River, and as it is inserted in another place
as a note to Acts Ala., 1855-6, p. 11, following, allowing the
bridge to be erected, it is here omitted.]

SEC. 3. And be it farther enacted. That nothing contained
in this act shall prevent the State of Alabama from levying and
collecting such rate of tax on the property of said company
within this state, after the completion of their road, as shall,
by the general assembly at the time, be assessed on the prop-
erty of other railroad companies in this state; Provided, That,
in assessing any tax, the value of that part of the road or other
property of the company lying in this state shall not be esti-
HOW as- mated at more than the amount of the capital stock

sessed. o f ^ e CO mpany invested in their purchase and con-

struction, to be ascertained by the statement, on oath, of the
president or engineer of the company, nor shall any tax what-
soever be levied on the bridge across Tennessee river, provided
the same is not used for purposes of common travel, but only
for the accommodation of the railroad. (Acts Ala., 18-19-50,
No. 123; approved January 21, 1850.)

This act was amended by Acts Ala., 1859-60, No. 21(5, so as to allow
the company to build a branch road from a point on its line at or near
Bridgeport, in Jackson county, to the Tennessee state line, in a direc-
tion to Jasper, with all the rights, powers, and privileges of the main
line. See act itself further on.

2. Resolution of Alabama in regard to right of way of Nash-
ville & Chattanooga Railroad through Jackson county.

Be it enacted by the Senate and Home of Representatives of
the State of Alabama in General Assembly convened, That the
Chattanooga Railroad Company be, and they are hereby, au-
thorized to construct their road through the northern portion
of Jackson county, in this state, subject to such rules, regula-
tions, and restrictions, in regard to the interest and claim of
our citizens, as are now imposed by law upon the Montgomery
& West Point Railroad Company. (Acts Ala., 1845-6; ap-
proved February 4, 1846.)

This resolution was never acted upon, and the legislature of Alabama
subsequently passed another and more liberal act. which was accepted,
and the road built under its provisions. See Acts Ala.. 1849-50, No. 123,
approved Jantmry 21. 1850, herein, for provisions.

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 57

3. Bridge over Tennessee River allowed to be constructed by

Alabama legislature, how.

WHEREAS, A considerable portion of the bridge authorized
by the act aforesaid has recently been destroyed by fire; and,

WHEREAS, The said railroad company, in erecting their
bridge, constructed a drawbridge, which remains in the |>ortion
not consumed by the recent burning; therefore,

SECTION 1. Be it enacted by the Senate and ILnwe of Rejtre-
xi- illative* of the State of Alabama in General Assembly Cfm-
vened, That the aforesaid act be so amended that the said
Nashville & Chattanooga Railroad Company shall not be re-
quired to build any part of their bridge thirty feet, or at any
other particular elevation, above extreme high water mark;
provided, They keep and maintain a good draw or revolving
bridge opening to a width sufficient to allow the free passage
of steamboats and other water crafts, and so as, when open, to
leave a clear space between the piers, at the draw, of at least
>i.\ty feet. (Acts Alabama, 1855-56, p. 11; approved Jan-
uary 17, 1856.)

Previous to this time, the legislature had passed an act requiring the
bridge to be constructed at least thirty feet above extreme high water,
between the two piers next to the west bank, or any two piers the com-
pany might deem best; the space between the piers so selected, however,
not to be less than one hundred and tifty feet. (Acts Alabama. 1849-50,
No. 123, sec. 2; approved January 21, 1850.)

Recently, however, the legislature of Alabama has passed another
act, again requiring the bridge to be built at least thirty feet above ex-
treme high water, between the two piers next to the west bank, or anj'
two piers that the company may deem best, and that the space between
the two piers so selected shall be at least one hundred and fifty feet.
(Acts Alabama, 1888-89, p. 443; approved February 19. 1889.) This act.
however, is inoperative and void, as against the \vxtcd rights of the com-
pany. In addition, it is inoperative, as congress, bj- acts 1888 and 1890.
has taken charge of bridges over navigable streams. See discussion in
notes to sec. 22 of charter.

4. Jasper branch, from Bridgeport to state line, authorized to

be constructed in Alabama with rights, powers, and priv-
ileges of main line.

SECTION 1. That the act granting the right of way to the
Nashville &. Chattanooga Railroad Company through Jackson
county, and the privilege of constructing a bridge across Ten-
nessee River, in said county (approved January 21, 1850), be

58 ACTS OF ALABAMA RELATING TO

so amended that the Nashville & Chattanooga Railroad Com-
pany shall have the right to construct and operate a branch of
their road from a point on the line of their road at or near
Bridgeport, in Jackson county, to the Tennessee state line, in
a direction to Jasper, Tenn., with all the rights, powers, and
privileges pertaining to the main line, and subject to the same
liabilities and restrictions. (Acts Ala. , 1859-60, No. 216.)

5. Ponds along right of way in Alabama required to be drained.

SECTION 1. Be it enacted by the Senate and House of Repre-
sentatives of the State of Alabama, in General Assembly con-
vened. That the Nashville & Chattanooga Railroad Company
are hereby required to drain all the ponds on either side of said
road, so far as said road is embraced in the limits of the State
of Alabama, that have been, or may hereafter be, created by
the construction of road.

SEC. 2. Be it further enacted, That the said railroad com-
pany are hereby allowed one year from the approval of this act
to comply with the provisions of sec. 1.

SEC. 3. Be it further enacted, That for every failure of said
railroad company to remove or drain any pond along the line

of the same, it shall be liable to a suit for damages
Damages. , . ,

at the instance ot any person who is or may be

damaged by such failure, and that where the damage claimed is
less than fifty dollars the suit may be instituted before any
justice of the peace within the beat where said pond is or may
be located; and that where the damages claimed exceed fifty dol-
lars, suit therefor may be instituted in the circuit court where
the cause of said damage has or may originate.

SEC. 4. Be it farther enacted, That the rules, regulations,
and law of said justices and circuit court, as appli-
cable to other suits, shall apply to suits instituted
under the provisions of this act, unless they conflict with some
of its provisions. (Acts Ala., 1859-60, p. 291; approved
December 9, 1859.)

NASHVILLE, CHATTANOOGA 4 ST. LOUIS RAILWAY. ."'.

6. Right of way of Nashville & Chattanooga Railroad Com-
pany through Jackson county, Alabama, again provided
for, as well as Huntsville & Elora Railroad; how Nash-
ville & Chattanooga Road taxed.

S FICTION 1. Re it enacted l>y the General Assembly of Ala-

hiiinii, Tluit Jin act entitled "An act granting the right of way
to the Nashville & Chattanooga Railroad Company Amendingact
through Jackson county, and the privilege of con- of *
structing a bridge across the Tennessee river in said county,
approved January 21, 1850, be, and the same is hereby,
amended so as to read as follows:

SECTION 1. That the Nashville & Chattanooga Railroad Com-
pany be, and they are hereby, authorized to construct their
road through the northern portion of Jackson county, in this

state, and that they shall have and enjoy all the other roads
. . ... , . ... may connect

rights, privileges, and immunities, and be subject with.

to such restrictions, as are granted to and imposed upon said
company by the act incorporating the same, as far as said rail-
road lies in the county of Jackson, on the express condition,
however, that any railroad company now chartered, or which
may hereafter be chartered, in this state, shall have the right to
connect their road directly with the said Nashville & Chattanooga
Railroad at any point on it in the county of Jackson aforesaid.
SEC. 2. And be it further enacted, That said company shall
have the privilege of constructing a bridge for their road across

the Tennessee river; and, for the purpose of avoid- Bridge across

. , f . ..i .^ ,. , i 11 I the Tennes-

ing any interference with its navigation, it shall be see river.

the duty of the company to build the bridge at least thirty feet
above extreme high water, l>etween the two piers next to the
west bank, or any two piers that the company may deem l>est,
and the space between the two piers so selected shall be at least
one hundred and fifty feet, so as to afford free and safe passage
for boats of all sixes.

SEC. 3. And h< It further enacted, That nothing contained
in this act shall prevent the State of Alabama from levying and
collecting such rate of tax on the projwrty of said Ttxon prop .
company within this state, after the completion of ef tyofroad.

60 ACTS OF ALABAMA RELATING TO

their road, as shall by the general assembly at the time be as-
sessed on the property of other railroad companies in this state;
Provided, That in assessing any tax the value of that part of
the road or other property of the company lying in this state
shall not be estimated at more than the amount of the capital
stock of the company invested in their purchase and construc-
tion, to be ascertained by the statement, on oath, of the presi-
dent or engineers of the company; nor shall any tax whatso-
ever be levied on the bridge across the Tennessee River, pro-
vided the same is not used for purposes of common travel, but
only for the accommodation of the railroad.

SEC. 4. WHEREAS, The Nashville, Chattanooga & St. Louis
Railway, formerly the Nashville & Chattanooga Railroad Corn-
Rights in Mad- P an ^ r ' nas constructed a road from Elora, in the
ison county. g tete o f Tennessee, to Huntsville, in the county of
Madison, State of Alabama; therefore,

Be it further enacted by the General Assembly of Alabama,
That said Nashville, Chattanooga & St. Louis Railway shall
have and enjoy all the rights, privileges, and immunities
granted in sec. 1 of this act, so far as said Nashville, Chatta-
nooga & St. Louis Railway lies within the county of Madison.
(Acts Ala., 1888-9, p. 443; approved February 19, 1889.)

Sec. 2 of this act is void as against the vested rights of the company.
In addition, it is inoperative, as congress now has charge of navigable
streams, under Acts 1888-1890. See sec. 22 of charter of Nashville &
Chattanooga Railroad Company, herein.

7. Nashville, Chattanooga & St. Louis Railway allowed to build
road or branch through counties of Madison, Marshall,
and Etowah, to Attalla or Gadsden, Ala., with rights,
privileges, etc., of Tennessee charter.

SECTION 1. Be it enacted by the General Assembly of Ala-
bama, That the Nashville, Chattanooga & St. Louis Railway,
a corporation chartered under the laws of the State of Tennessee,
be, and the same is hereby, authorized and empowered to con-
struct, operate, and maintain its road, or a branch thereof, in
and through the counties of Madison, Marshall, and Etowah,
in the State of Alabama, beginning at Huntsville, in Madison
county, and extending thence through the counties of Madison,

NASHVILLE, CHATTANOOOA 4 ST. LOUIS RAILWAY. 61

Marshall, and Etowah, to Attalla or Gadsden in said Etowah
county.

SEC. 2. Be it further enacted, That the said Nashville, Chat-
tanooga & St. Louis Railway shall have and enjoy all the rights,
privileges, and immunities not in conflict with the constitution
of the State of Alabama, and he subject to such restrictions as
are granted to and imposed upon said Nashville, Chattanooga
& St. Louis Railway by the act or acts chartering the same, so

* /

far as said railway lies in the counties of Madison, Marshall,
and Etowah, or may hereafter be constructed therein. (Acts
Ala., 1890-91, p. 154; approved December 10, 1890.)

ACTS OF GEORGIA RELATING TO THE NASH-
VILLE & CHATTANOOGA RAILROAD
COMPANY.

1. Georgia grants right of way to Nashville & Chattanooga
Railroad Company through Dade county, with rights,
privileges, etc., of original charter and of Hiwassee Rail-
road Company.

SECTION 1. He it enacted by the Senate and Howe of Repre-
x.'/ttntivex of the State of Georgia, in General Assembly wet,
nii<f it is hereby enacted by authority of the same, That the Nash-
ville & Chattanooga Railroad Company shall be allowed the
privilege of making every necessary reconnoissance Leave to
and survey for the purpose of ascertaining the most surve y-
eligible route of said contemplated railroad from Nashville to
Chattanooga, which may be in the county of Dade and State of
Georgia.

SEC. 2. And be it enacted by the authority aforesaid, That,
as soon as said route through the county of Dade is ascertained,"
the "Nashville & Chattanooga Railroad Company,'' chartered

by the legislature of Tennessee, shall be allowed

Right of way.
the right ot way for the extension and construction

of said railroad through the county of Dade, and that said com-
pany shall l>e entitled to all the privileges, rights, and immu-
nities, and be subject to the same restrictions, as far as they

62 ACTS OF GEORGIA RELATING TO

other are a Ppli ca ' J l e ^ as ai ' e granted, made, and prescribed

rights, etc. f or ^he fo ene fit, government, and direction of the
Hiwassee Railroad Company, by an act of the legislature of
Tennessee incorporating said Hiwassee Railroad Company.

SEC. 3. And be it further enacted by the authority aforemid,

That the Nashville & Chattanooga Railroad Company shall have

and enjoy all the rights, privileges, and immunities,

and be subject to the same restrictions as are granted

to and imposed upon said company by the act of the general

assembly of Tennessee incorporating the same, so far as said

railroad lies in the county of Dade; Provided, That any addi-

tional rights and privileges hereafter conferred upon

this road by the legislature of Tennessee shall be

conferred upon the Western & Atlantic Railroad, of the State of

Georgia, by the legislature of Tennessee. (Acts Ga. , 1847-8,

p. 172; approved December 29, 1847.)

1. It will be noticed that by sec. 3 of the above act. all the rights,
privileges, immunities, etc., of the original Nashville & Chattanooga
Railroad Company's charter was conferred upon the company, by the
State of Georgia, through Dade county, provided that any additional
rights and privileges thereafter conferred upon the company should also
be conferred upon the Western & Atlantic Railroad. This was virtually
done by Acts Tenn., 1847-8, ch. 195. p. 330, which provided: " That all the
rights, privileges, and immunities, with the same restrictions which are
given and granted to the Nashville & Chattanooga Railroad Company by
the acts of the general assembly of this state incorporating said com-
pany, so far as they are applicable, are hereby given to and conferred
upon the State of Georgia in the construction of that part of the Western
& Atlantic Railroad lying in Hamilton county, Tenn.''

See charter of Nashville & Chattanooga Railroad in ch. 1 herein. See
also resolutions in regard to Western & Atlantic Railroad; refer to index.

2. It will also be noticed that the above act of Georgia, in addition,
confers upon the Nashville & Chattanooga Railroad Company all the
privileges, rights, immunities, etc., of the Hlwnssee Railroad Company.
(See Hiwassee charter, below.) This company was chartered by the
Acts of Tenn.. 1835-6, p. 23, and is contained in a very rare volume enti-
tled ' Local Acts of Tennessee"' of that session. This book will hardly
be found in any of the libraries of the state, save at the state capitol.
It was discovered there by accident.

The charter of the Hiwassee Railroad Company is set out be-
low in order that the full rights, powers, etc., of the Nashville,
Chattanooga & St. Louis Railway in Georgia may be known,
as it, together with the charter of the Nashville & Chattanooga
Railroad Company, jointly determined the matter:

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 88

Charter of Hiwassee Railroad Company.

[Acts Tenn. (local), 183.V-0, p. 23.]

SKCTION i. Commissioners, name, general powers, route.

Be it enacted Ity the General A*m utbly of the State of Tt-nnefixee,
That William Park, Solomon D. Jacobs, Kbene/er Alexander,
William B. A. Ramsay, Drury P. Armstrong, of Knoxville;
Henry Liggett, William S. McEwen, - - Hamilton, Joseph
Bird, of Kingston; Fidelio S. Hunt, Hugh Graham, James
Dickinson, Joseph Jones, William Houston, of Tazewell; Nich-
olas Fain, William B. Mitchell, and Clinton Armstrong, of
Kogersville; William Dickson, George Jones, and Valentine
Sevier, of Greeneville; John Blair, Seth J. W. Lucky, and
John G. Eason, of Jonesboro; Robert H. Hynds, John Roper,
William Moore, and Joseph Hamilton, Jr., of Dandridge;
Micajah C. Rogers, .James P. H. Porter, John Cannon, of Se-
vierville; AVilliam Wallace, John Sample, J. II. Gillespie,
William A. Spencer, of Maryville: James A. Coffin, James
Green way, Samuel Bicknell, William M. Stakeey, and (iuilford
Cannon, of Madisonville; Matthew Nelson, Jacob Pearson,
Robert Cleveland, Hugh Smith, and William Montgomery, of
Philadelphia; Solomon S. Bogart, Onslow G. Murrell, John
W. M. Brazeale, John Crawford, and Thomas Crutchtield, of
Athens; John L. McCarty, Archibald K. Turk, Ezekiel Bates,
of Calhoun; John White, Hamilton Bradford, Henry Bradford,
of Columbus; John Locke, Richard \N aterhouse, Thomas
McCally, Robert N. Gillespie, of Washington; Samuel L.
Story, John Bridgeman, and Samuel Robertson, of Pikeville;
John Kelly, James Francis, and William Rice, of Jasper;
Madison Rawlings, William S. Smith, and Samuel Igone, of
Dallas; William Grant, William McMillin, ami Henry Price,
of Bradley county, be, and are hereby, appointed commission-
ers, under the direction of a majority of whom subscriptions
may be received to the capital stock of the Hiwassee
Railroad Company, hereby incorporated: which
commissioners, together with such other j>ersons as now are or
may hereafter become associated with thorn, their successors and
assigns, shall constitute a body corporate, and they are hereby

64: ACTS OF GEORGIA RELATING TO

incorporated under the name aforesaid, and in that name they
shall have perpetual succession, may sue and be sued, plead and
be impleaded, and shall possess and enjoy all the rights, priv-
cenerai ileges, and immunities, with power to make such

powers. by-laws, ordinances, rules, and regulations not

inconsistent with the laws of this state and the United States,
as shall be necessary to the well-ordering and conducting the
affairs of said company, and may, by their by-laws, declare
vacant the place of any director for nonattendance or neglect
of duty; and the said company shall be capable in law of pur-
chasing, accepting, selling, leasing, and conveying estates real,
personal, and n.ixed to the end and for the purpose of facil-
itating the intercourse and transportation from
Knoxville, East Tennessee, through the Hiwassee
district, to a point on the southern boundary of Tennessee, to
be designated by the commissioners hereinafter mentioned as
the mpst practicable route to intersect the contemplated railroad
from Augusta to Memphis.

1. The name of the company was subsequently changed by Acts
Tenn., 1847-8, ch. 169. p. 272, sec. 3, to the East Tennessee & Georgia
Railroad Company.

2. See Resolution No. 6, Acts Tenn., 1851-2, p. 706, which requests
Georgia to protect the interests of this road, and keep the compact en-
tered into between the two states in regard to this road and the Western
& Atlantic Railroad. The resolution may also be found herein among
the acts of Tennessee relating to the Western & Atlantic.

SEC. 2. Capital, value of shares, incorporation.^ it en-
acted, That the capital stock of said company shall be six hun-
dred thousand dollars, in shares of one hundred each, which
shares may be subscribed for by corporations or individuals;
but, so soon as four thousand shares are subscribed, the sub-
scription shall be binding, and the corporate powers of said
company, as herein granted, shall commence, and have as full
operation as if the whole of the shares composing the capital
stock were subscribed.

SEC. 3. Reduction of shares, when and how. Be it enacted,

That, if more than six thousand shares shall be subscribed to
the capital stock, the commissioners, or a majority of them,
shall reduce the subscription to six thousand shares by striking

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. '.".

off from the highest sul)scription in succession in such manner
tluit no subscription shall be reduced while one remains larger,
estimating by shares instead of dollars, and if there shall l>e an
excess, then lots shall be drawn by the commissioners to deter-
mine who are excluded.

SEC. 4. Payments, when and how made; forfeiture./^ ft

enacted, That there shall be paid on each share subscribed, but
not until four thousand shares shall have been subscribed, such
sum as the president and directors hereinafter named, or a ma-
jority of them, may direct, and in such installments, not ex-
ceeding one-fourth of the subscriptions in any one year; /Vo-
vided, No payment shall be demanded until at least thirty days'
notice shall have been given by the said president and directors
in the newspapers printed in the towns of Knoxville and Ath-
ens, of the time and place of payment; and, if any subscril>er
shall fail or neglect to pay any installment or part of said sub-
scription thus demanded for thirty days next after the time it
fell due, the stock on which it was demanded, together with
the amount paid in, may, by the president and directors, or a
majority of them, be declared forfeited, and, after due notice,
shall be sold at auction, for the benefit of the company, or they
may waive the forfeiture after thirty days' default, and sue the
stockholders for the installments due, at their discretion.

SEC. 5. Subscriptions void, When. Be it enacted, That, if
the subscription of four thousand shares, herein made necessary
for the incorporation of said company, shall not be obtained by
the first day of January, 1838, the same, and all subscriptions
under it, shall be null and void upon the stockholders paying
to the commissioners a sum not exceeding one dollar on each
share, to defray the expenses of opening the books.

SEC. 6. Books opened, election of directors, qualification.

SCale Of voting. Be it enacted, That, on the fourth day of
July, 1836, the said commissioners shall cause books for the
subscription of stock to be opened in the towns of Knoxville,
Tazewell, Rogersville, Jonesboro, Greeneville, Dandridge, 8e-
vierville, Maryville, Madisonville, Columbus, Philadelphia,
Athens, Calhoun, Washington, Dallas, Jasper, Pikeville, and

66 ACTS OF GEORGIA RELATING TO

Kingston, and at such other places as they may deem advisable,
which shall continue open foj the space of ten days, or until
four thousand shares of the capital stock shall have been sub-
scribed; and, as soon as it is ascertained that four thousand
shares are subscribed, the said commissioners, or a majority of
them, shall give notice, by advertisement in the newspapers
aforementioned, at least thirty days previous, of the time and
place, that an election will be held for the election of nine di-
rectors to manage the affairs of said company; and, at such
time and place, each stockholder may attend in person, or vote
by proxy for the directors aforesaid, giving one vote for each
share of which he may be the owner, in that and all succeeding
elections; and the directors thus elected shall elect one of their
body president of the board, who shall, together with the other
directors, continue in office until the first Monday in January
ensuing, and until their successors are elected and duly quali-
fied. Any three of the commissioners may act as judges of the
first election, and none but a stockholder shall be eligible as a
president or director.

SEC. 7. Elections of, and number and power of directors;

president. Be it enacted, That, to continue the succession of
the president and directors of said company, nine directors shall
be chosen annually on the first Monday in January, at such
place as the board may designate by the stockholders; and the
directors shall have power to appoint judges of elections. The
president of the board shall be elected within three days after
the board is organized. If any vacancy shall occur by death,
resignation, or otherwise, the vacancy shall be tilled by the
board, and the persons thus appointed shall hold their office
until the next annual election. All elections required to be
made at a particular time and place, if not then and there made,
may be made at any other time or place by giving the usual
notice of thirty days, and the old officers shall continue to ex-
ercise their functions until their successors are duly elected and
qualified.

SEC. 8. Stockholders' meetings, removal of officers, etc.

Be it enacted, That a general meeting of the stockholders shall be

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 67

held annually at the time and place appointed for the election
of president and directors, at which time and place it shall be
the duty of the president and directors in office to exhibit a
clear and detailed statement of the affairs of the company, and
at such meetings a majority of the whole votes upon the stock
shall l>e required to remove an officer, or to reverse decrees or
acts of the directory.

SEC. 9. Oath Of Officers. Be it enacted, That every officer
of said company shall, previous to entering upon the duties of
his office, take an oath or affirmation faithfully to discharge his
duty according to the provisions of this act.

SEC. 10. Books reopened, When. Be it enacted, That if any
of the six thousand shares shall remain unsubscril>ed for after
the organization of said company, the board of directors shall
have power to open the books for the sale of the balance of the
stock, upon giving thirty days' notice of the time and place,
and the subscribers of such stock shall have all the rights and
privileges, and be subject to the same regulations of the original
shareholders.

SEC. 11. Powers of president and directors. Be it enacted,

That said president and directors shall have power to appoint
a cashier and all such officers, engineers, agents, or servants
whatsoever deemed necessary for the transaction of the busi-
ness of the company, and may remove any of them at pleasure;
may fix the salary or compensation of such cashier, engineers,
officers or servants in the employ of said company, and to de-
termine by their by-laws the manner of adjusting and settling
all accounts against the company, and also the manner, effect,
and evidence of transfer of stock in said company.

SEC. 12. Capital StOCk increased, hOW. Be it enacted, That
if the capital stock of said company shall l>e found insufficient
for the purposes of this act of incorporation, it shall and may
be lawful for the president and directors, or a majority of them,
from time to time, to increase said capital stock by an addition
of shares to any amount, so that the whole capital shall not ex-
ceed one million five hundred thousand dollars, for which they
may cause subscriptions to be received, giving notice in the

68 ACTS OF GEORGIA RELATING TO

manner hereinbefore prescribed, the purchasers of which shall
stand in the same relation to the company as the original stock-
holders.

SEC. 13. Additional powers of directors, width of right of

Way, etc. Be it enacted, That the president and directors of
said company shall be, and they are hereby, vested with all the
powers and rights necessary for the building, constructing, and
keeping in repair of a railroad from Knoxville, East Tennessee,
through the Hiwassee district, to a point on the southern boun-
dary of Tennessee, on the nearest, best, and most practicable
route. The said road shall have as many tracks as may be
deemed necessary by the board of directors, but shall not be
more than two hundred feet wide, to which width the company
may purchase and cause the same to be condemned for the use
of said road, or any less breadth, at the discretion of the di-
rectory; and they may cause to be made, or contract with
others for making of, said road or any part thereof; and they
or their agents, or those with whom they may contract for
making any part of said road, or their agents, may enter upon,
use, and excavate any land which may be laid out for the site
of said road, or the erection of warehouses, engine arbors, res-
ervoirs, booths, stables, officers' and mechanics' shops, or other
works necessary or useful in the construction and repair thereof
or its works. They may fix scales and weights, build bridges,
lay rails, make embankments and excavations, and may use any
earth, ground, rock, timber, or other material which may be
wanted for the construction and repair of any part of said road,
and may construct and acquire all necessary steam engines,
cars, wagons, and carriages for transportation on said road by
horse or steam power, and all necessary apparatus appertain-
ing to the same.

SEC. 14. Right of way, how acquired; damages.^ it en-
acted, That, whenever it shall become necessary, after said road
is laid out, to subject the land of individuals, over which said
road is laid out, to the use of said company, and, if the right
of soil of the owner cannot be had by gift or purchase, it shall
be lawful for the president and directors, their agents, con-

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 69

tractors, lal>orers, and servants, to enter upon such lands and
proceed in the opening und constructing said ruilroud through
the same. The pendency of any proceeding in court, or before
arbitrators, assessors, or valuers, to estimate the damages that
will be sustained by the owner or proprietor of said land by
reason of opening said road, shall in no manner hinder or delay
the progress of said work, and no order shall be made, nor
shall any injunction or supersedeas be awarded by any judge
or court to hinder or delay the progress of said work, the true
intent of this act being that all injury that may be done to any
land, without the consent of owners or proprietors thereof, by
oj)ening and constructing the railroad through the same, over
and above the advantages of the road to the owners or propri-
etors of the lands, shall be fully and completely compensated
for in damages, when ascertained, so that a work of great pub-
lic utility may not be delayed by lawsuits.

See Resolution No. G, passed November 10, 1851, by legislature of
Tennessee, requesting- the State of Georgia to protect interest of this
company, and keep compact entered into between the two states in re-
gard to this road and the Western & Atlantic Railroad. (Acts Tenn.,
1851-2, p. 70S.) The resolution may be found herein among acts of Ten-
nessee relating to the Western & Atlantic Railroad.

SEC. 15. Same, condemnation for. Be it enacted, That the
president and directors of said company, their officers, serv-
ants, and agents, shall have full power and authority to enter
upon all lands and tenements through which they may judge it
necessary to make said road, and lay out the same according to
their pleasure, so that neither the dwelling house, yard, garden,
curtilage be invaded without consent of the owner or proprietor
thereof; and if the company cannot agree as to the value of
the land, and the owner will not convey it in fee, either party
may apply to the circuit court of the county where the said
land lies, by giving tive days' notice if the owner of the land
resides in the county, and twenty days' notice if he resides in
any other county in this state, and by advertising in some news-
paper printed in Knoxville, Athens, or Madison ville, if he re-
sides out of the state, or be a body corixmite, to appoint com-
missioners to assess the value and condemn the land for the use
of said road; and the court shall apj>oint five disinterested

70 ACTS OF GEORGIA RELATING TO

freeholders of said county, and who shall be sworn or affirmed
justly and impartially to value the lands, who shall ascertain
what damage the owner will sustain, if any, by the location of
said road over his land, always taking into consideration the
benefit the road may be of to the owner, and the tendency said
road will have to enhance the value of the land; and said five
freeholders, any three of whom concurring, shall report to said
court as soon as practicable the damages, if any, and if none
are sustained they shall report the fact; which report, if unex-
cepted to, shall be recorded, and if any damages are assessed,
the money shall be paid into court by the company. The fee
simple of land, so valued as aforesaid, shall vest in said com-
pany; and the description of the land and the report of the
commissioners, shall be made a matter of record, and, when
registered, shall have the effect of a deed of conveyance in fee
simple to the company; Provided, however, That when infants
or persons non compos are owners of the land, the guardian
shall be notified of said proceedings in court, and if there be no
regular guardian, said court shall appoint some person well
qualified to defend and protect the interest of such infant or
nonsane person.

SEC. 16. Same, materials to keep in repair, how taken.

lie it enacted, That the president and directors, for the purpose
of making said road or repairing the same after it shall have
been made, shall be at liberty, by themselves or agents, to enter
upon any adjacent land, and cut, quarry, dig, take and carry
away therefrom any timber, stone, gravel, or earth which may
be necessary; Provided, They shall not, without the consent of
the owner, cut down any fruit tree or trees preserved in any
inclosure for shade or ornament, or take away any materials
constituting any part of a fence or building. For all which
materials under the authorit}^ of this act, and for all incidental
injuries done to ground, wood, inclosure, or crops, in carrying
them away, the said company shall make to the owner a reason-
able compensation; and if the parties cannot agree upon the
price it shall be ascertained by three impartial freeholders, to
be appointed by a justice of the peace at the application of

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 71

either party, the opposite party having three days' notice of the
application to the justice. The three freeholders shall lie sworn
to do impartial justice between the parties. Their award shall l>e
returned to the justice, and shall stand as an award made by
order of court upon the rights of the parties, upon which the
justice may enter judgment and issue execution if within his
jurisdiction; if over, he shall certify the proceedings, as in other
cases, to the next court, to be proceeded upon as an award
made by order of said court; Provided, Either party may have
the proceedings corrected by certiorari, and not by apj>eal; if
the proceedings be quashed, the court may appoint other val-
uers, and cause justice to be done as contemplated before and
by order of the court, quashing said proceedings.

SEC. 17. Right of way through state lands. Be it enacted,

That should said railroad pass over vacant and unappropriated
lands, said company shall have the exclusive right of entering
the land over which said road may be laid out, not exceeding
two hundred feet in breadth, until the first day of January,
1839, and the entry taker of the district or county through
which said road may be laid out shall not receive any entry
within that period for the benefit of any other person or per-
sons than said .company, under the penalty of five thousand
dollars, to be recovered by action of debt in any court having
cognizance thereof, at the suit of said corporation; Pwnilded,
Said company shall notify the entry taker of the different coun-
ties through which said road may pass, of the route thereof.

SEC. 18. Lands for warehouses, booths, reservoirs, etc.,

hOW acquired. Be it enacted, That said railroad company shall
have power to acquire and own, as common stock of said com-
pany, lands near and connected with said road, on which to
erect warehouses, booths, arbors, stables, reservoirs, etc., for
the pur|M)se of constructing said road and keeping it in repair,
and for the convenience of transportation and places of (lejx)sit,
which improvements they are hereby authorized to construct.
If the company cannot agree with the owners of the land nec-
essary for the above purposes, they may have it condemned in
the same manner as the land over which the road is laid out

72 ACTS OF GEORGIA RELATING TO

may be condemned by the fifteenth section of this act; Pro-
vided, That not more than five acres shall be taken at any one
place except by agreement with the owners.

SEC. 19. Capital stock and road, personal property.^ it

enacted, That the whole stock and property of said company,
real, personal, and mixed, and the issues, profits, and proceeds
thereof, shall be holden in law, and are hereby declared, to be
personal property; and the same shall be governed by th'e rules
and laws governing personal property in all cases, and the said
property and the profits arising therefrom shall be vested in
the respective shareholders, their heirs and executors, adminis-
trators and assigns, in the proportion of their respective shares,
forever.

SEC. 20. Road Crossings. Be it enacted, That whenever it
shall become necessary, in the construction of said road, to
cross or intersect any public road now or hereafter established
by law, it shall be the duty of said company so to construct
said road as not to impede the passage or transportation of per-
sons or property along the same.

SEC. 21. Private Crossings. Be it enacted, That when it
shall be necessary to pass through the improved land of any
individual, it shall be the duty of said company to provide such
individual with a proper and suitable wagon way across said
road from one part of his or her land to the other, if the same
shall be required by said owner, at the time the route of said
railroad [is] determined on, but the owner of such land may,
at any time after said railroad shall be opened and completed,
construct and make such wagon way across the same at his or
her own expense, under the supervision and direction of said
company.

SEC. 22. Time of beginning and completing road. Be it

enacted, That if said company shall not begin the railroad con-
templated by this act or contract for the construction of some
part thereof, on or before the first day of January, 1838, and
complete the same on or before the first day [of] January, 1844,
the interest of said company in said road shall be forfeited and
cease, and also all right to take tolls.

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 73

SEC. 23. May charge tolls, when; exemption from taxa-
tion. He it vnactrd, That us soon as any section of tive miles
of said road shall be completed, the president and directors
may transport all |>ersons, produce, and commodities, such
person or persons or owners of such produce or commodities
tirst paying to said company or their agent the toll that may
be demanded for that purpose. The capital stock of said com-
pany shall be forever exempt from taxation, and all their other
pro|>erty of every description situated within this state, includ-
ing the road and rails, shall be exempt from taxation for and
during the period of twenty years from the completion of said
road and no longer.

SEC. 24. Dividends. -Be it enacted. That after said railroad
shall l>e completed, or any five miles thereof, the president and
directors shall, on the first Monday in January and July in
each and every year, declare and make such dividends of net
profits, or the tolls herein granted, as may be advisable, to be
divided among the proprietors.

SEC. 25. Injury to property of, punishment. Be it enacted,

That if any person shall willfully injure, impair or destroy any
part of said road constructed under this act, or any of the nec-
essary work, buildings, machines, wagons, cars, booths, reser-
voirs, bridges or viaducts, such person shall be subject to in-
dictment, and, on conviction, shall be fined and imprisoned at
the discretion of the court and jury, and shall moreover be
liable to an action of damages at the suit of said company in
any court having cognizance thereof.

SEC. 26. Transportation Charges. Be it enacted, That said
company shall be authorized to charge the following tolls, to
wit: For every passenger, with not exceeding one hundred
pounds of baggage, not exceeding six cents per mile; for every
one hundred pounds of goods, wares, merchandise, or prtxiuce
and commodities of every description, not exceeding one-half
cent per mile on heavy articles, and ten cents per cubic foot
on articles of measurement.

SEC. 27. Connections with, authorized. /k it enacted,

That full right and privilege is hereby reserved to the citizens

74 ACTS OF GEORGIA RELATING TO

of this state, or any company hereafter to be incorporated
under the authority of this state, to connect with the road
hereby provided for any other railroad or public improvement,
provided no injury is done to the works made and created by
said company hereby incorporated ; And provided also, That
the same shall not interfere with the privileges hereinbefore
granted.

SEC. 28. Terminus Changed, When. Be it enacted, That if
an amount of stock should not be subscribed sufficient to com-
plete the whole work from Knoxville to the south boundary
line of this state, as contemplated by this act, or if a majority
of the board of directors should deem it advisable or expedient
to begin the work at some point on the Big Tennessee River,
and should complete the road from such point to the south
boundary line of the State of Tennessee, the work may be
considered as completed, anything in this act to the contrary
notwithstanding. But the board of directors may, in their
discretion, continue said road to Knoxville, should they begin
the work at some other point. (Acts Tenn. (local), 1835-6,
p. 23.)

3. Stevenson, Sand Mountain & Dalton Railroad Company

allowed to connect with Nashville, Chattanooga & St.
Louis Railway in Dade county, Georgia.

SECTION V. ... And that said railroad company shall
have power and authority to lay out and construct branch roads
from the main line at any point in Dade county, to intersect
with the Nashville, Chattanooga & St. Louis Railroad Com-
pany and the Alabama Great Southern Railroad at any point
in Dade county, Georgia, that may be selected by the company;
and . . . (Acts Ga., 1889, sec. V., p. 393; approved
November 13, 1889.)

4. How service of process originally authorized against Nash-

ville & Chattanooga Railroad Company by persons hav-
ing claims against road in Georgia.

WHEREAS, The Nashville & Chattanooga Railroad runs about
three miles through the county of Dade, in this state, and

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 75

there being no station or agent in the state upon whom to per-
fect service on said company for any injury to stock, proj>erty
or person; for remedy whereof,

Be it enacted, That from and after the passage of this act,
the justices of the inferior court in and for the county of Dade
shall cause to be erected a post at a place in said county known
as Lookout, on said road, and upon any process, warrant, sum-
mons or notice from the superior, inferior or justices' court
being issued against said company, and the same being posted
on said post, and a copy thereof sent by mail to the address of
the president of said railroad, on or before the day it is placed
on s lid post, by the sheriff, constable or coroner authorized to
serve the same, shall be deemed and held as a full and com-
plete service, as if the same had been served on any officer,
agent or employee of said company, and shall have the same
binding eifect as the service upon any of said officers, agents,
and employees of any railroad company in this state; and said
company is hereby held responsible and liable for all injury
and damages to the citizens of this state that the several rail-
road companies in this state are, and the service of any writ,
process, summons or notice by any officer authorized to serve
the same, upon complying with terms aforesaid, shall be
deemed and held complete and full in law. (Acts Ga., 1860,
p. 45; passed December 20.)

1. This act was subsequently amended as follows:

SECTION 1. Be it enacted, That from and after the passage of this act
the ordinary of the county of Dade shall cause to be erected a post at a
place on the Nashville fe Chattanooga Railroad, in said county, known
as Hooker, and upon any warrant, summons, process, notice from any
court or officer of said county being posted on said post and a copy sent
by mail, as required by said act. shall be deemed and held a complete
and full service, and that the said act, assented to 20th December, 1860, as
hereby amended, is declared to be in full force.

SKC. 2. That no person complying- with the provisions of this act shall
be denied the privilege of suing in any court in said county having juris-
diction of the subject-matter, for any injury done by said Nashville &
Chattanooga Railroad Company to his or her |>erson or property: Pn>-
vlded, That any action that has already accrued shall be brought within
the next six months after the passage of this act: Ami ;>rorMl further,
Said cdmpanj' shall not be liable to be sued for any damage done to the
person or property of any person prior to the flrst of January, 1865.
(ActsGa., 1860, No. 126, p. 139).

2. The supreme Court of Georgia, in the case of .V.. f. it Sf. L. /?/. v.
McMahon, held the above act to be good and the service as provided for
therein valid. 70 Ga., 585.

76 NORTHWESTERN BRANCH OF THE

CHAPTER III.

THE NASHVILLE & NORTHWESTERN RAILROAD COMPANY.
(NORTHWESTERN BRANCH.)

How acquired by Nashville, Chattanooga & St. Louis Railway.

Under the general improvement laws of 1851-2, and amend-
ments thereto, the State of Tennessee, through its governor,
indorsed the bonds of the various railroads in the state, to aid
in their construction, retaining a lien on the respective roads so
assisted as security therefor. Among the number was the
Nashville & Northwestern Railroad Company.

Default having been made in the payment of interest on the
bonds issued for its benefit, a bill was tiled in the chancery
court at Nashville in the name of the state against the Edgetield
& Kentucky Railroad Company et ah:, to which the said Nash-
ville & Northwestern Railroad Company was also made a
defendant, seeking to enforce the state's lien or statutory mort-
gage. This bill was filed in pursuance of an act of the legis-
lature of 1870-71, ch. 23, p. 25, authorizing the sale of all
delinquent roads, the tenth section of which provided "that
upon the sale of any of the franchises of either of the railroad
companies by the commissioners under the provisions of this
act, all the rig fits, privileges, and immunities appertaining to
the franchise so sold, under its act of incorporation, and the
amendments thereto, and the general improvement law of the
state and acts amendatory thereof, shall be transferred to and
vest in such purchaser, and the purchaser shall hold said fran-
chise subject to all liens and liabilities in favor of the state, as
now provided by law against the railroad companies.''

On July 6, 1871, a decree was entered directing the said
Nashville & Northwestern Railroad to be sold, at which sale
the Nashville & Chattanooga Railroad Company, which has
subsequently changed its name to the Nashville, Chattanooga

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 77

& St. Louis Railway, became the purchaser. The amount paid
for the road was $2,400,000, in bonds of the state, with the
coui>ons of January, 1871, and subsequent coupons attached,
subject to the condition that the claim of the Nashville & Chat-
tanooga Railroad Company against the Nashville & Northwest-
ern Railroad Company for expenditures made under the lease
of the latter road to the former, amounting to $537, 000, should
be paid out of the purchase money in bonds of the state, the
Nashville & Chattanooga Railroad Company agreeing to take
$700,000 of the bonds with the coupons attached in satisfaction
of said debt.

This sale was continued November 21, 1872, as will fully
appear in minute book "W," p. 485, of the chancery court
at Nashville, Tenn.

Prior to the chancery court sale above mentioned, the Nash-
ville & Northwestern Railroad Company had constructed its
road from Nashville to Union City, Tenn., under its charter,
and had purchased the Hickman & Obion Railroad, which was
chartered both by the legislature of Tennessee (Acts 1S53-54,
ch. 307, p. 685), and by that of Kentucky (Acts 1853-54, ch.
781, p. 348), and which road extended from Union City, Tenn.,
to Hickman, Ky. The entire line of road from Nashville to
Hickman, including that purchased from the Hickman & Obion
Railroad Company, was sold under this decree, thus giving the
purchaser a continuous line from Nashville, Tenn., to Hick-
man, Ky.

The sale of the Hickman & Obion Railroad to the Nashville * North-
western Railroad was legal. It was authorized by Acts Tennessee,
1855-56. ch. 2, p. 3, and by Acts Kentucky, 1855-50, ch. 142, p. 281, both
of which acts are set out in the next chapter, as well as the charter of
the Hickman A Obion Railroad Company, and the deed to its road.

What franchises, etc., passed under the chancery court sale.

The decree of sale in this case, under and by virtue of the
Acts of 1870-1, ch. 23, above referred to, "ordered, adjudged,
and decreed that all the right, title, claim, and interest of all
parties to the suit in and to the Nashville & Northwestern Rail-
road, its property and franchises, including the right to build
a branch road from Huntingdon to Jackson, without any re-

78 NORTHWESTERN BRANCH OF THE

sponsibility on the part of the state, be, and the same are
hereby, divested out of them and vested in the Nashville &
Chattanooga Railroad Company, in absolute right, with all the
rights and privileges heretofore determined by the decrees of
this court, that belong to the purchasers of the road sold there-
under, subject to the lien of the state for purchase money,"
etc. (See minute book "W," p. 485, in chancery court at
Nashville: also book "V," p. 185.)

1. The sale vested in the Nashville, Chattanooga & St. Louis Railway
all the immunities from taxation contained in the original charter of the
Nashville & Northwestern Railroad Company. 12 Lea, 583; 117 U. S.,
833.

2. See charter itself, and amendments thereto, following, for enu-
meration of franchises, rights, and immunities, all of which passed, save
the unnecessary franchise in this instance of being a corporation. The
latter franchise was unnecessary, as the Nashville & Chattanooga Rail-
road Company was already incorporated.

Width Of right Of way. The Nashville, Chattanooga & St.
Louis Railway, having purchased all the property, rights,
franchises, privileges, and immunities of this company, as above
explained, it is now entitled, on the line of this road, to all the
rights conferred in sees. 23 and 24 of the charter of the Nash-
ville & Northwestern Railroad Company, which give a hundred
feet on each side of the center of said road, in the absence of
any contract with the original landowner to the contrary. 5
Pick., 293.

There can be no question of this, on that part of the road
from Nashville to Union City, as that was constructed by the
Nashville & Northwestern Railroad Company under its own
charter. As to that part from Union City to Hickman, Ky.,
however, which was constructed by the Hickman & Obion
Railroad Company, under its charter, before the Nashville &
Northwestern Railroad Company purchased it, and which char-
ter contained no such clause, there is room for argument. It
is clear that no such right would exist in favor of the Hickman
& Obion Railroad Company, should that company still be in
existence and own the road. With the Nashville, Chattanooga
& St. Louis Railway it is different. That company is the law-
ful purchaser of the property, rights, franchises, and privileges
of the Nashville & Northwestern Railroad Company. The

NASHVILLE, CHATTANOOGA <& ST. LOUIS RAILWAY. 79

charter of the latter company, in both Tennessee and Ken-
tucky, authorized it to build a road from Nashville to Hick-
man; and granted it one hundred feet on each side of the
center of the road, in the absence of any agreement to the con-
trary with the original landowner, from and to the points men-
tioned as its termini. The mere fact that it purchased a farm,
bridge, or even a railroad, lying within the limits of its author-
ized extension, would not deprive it of its statutory franchises.
If the Nashville & Northwestern Railroad Company had have
only been chartered to run from Nashville to Union City, it
might have been different. The purchase then of the Hickman
& Obion Railroad might have vested it with only those fran-
chises possessed by that company over that part of the road.
As it was, however, it was chartered to run from Nashville to
Ilii-kinan.) and all the rights, privileges, and franchises con-
tained in its charter were granted over its entire route. It is
true that by Acts Tenn., 1855-6, ch. 2, p. 3, the Nashville &
Northwestern Railroad Company was allowed to change its
western terminus to Union City, Tenn., but this act was not
accepted, as it also authorized the purchase of the said Hick-
man & Obion Railroad, which was done, thus extending its
line to the western terminus originally mentioned in its charter.
Should this act be construed, however, as changing the western
terminus to Union City, it is even then an open question
whether or not the rights, privileges, and franchises contained
in the charter of the Nashville & Northwestern Railroad Com-
pany and the Nashville, Chattanooga & St. Louis Railway do
not spread out and embrace this road, as well as all after
acquired roads, for the authority to purchase and operate other
roads would doubtless, by implication, change the termini of
the original road and constitute the road so purchased a part of
its main stem. Thus, in New Jersey, it was held that " where
a railroad sixty feet wide is purchased by another company
which had power to condemn a hundred feet, the latter com-
pany, after Gyrating the road for several years, might widen
it to a hundred feet." 23 N. J. L., 323; 4 Vroom, 323; Rorer
on Railroads, p. 331.

80 NOKTHWESTERN BRANCH OF THE

If the Hickman & Obion Railroad Company, therefore, had
have only condemned fifty feet, the original landowners, when
the Nashville & Northwestern Railroad Company and the Nash-
ville, Chattanooga & St. Louis Railway Company threw the
mantle of their franchises over the road, would have had the
right to apply for an extra assessment of damages for the differ-
ence in appropriation. If they failed to do so, they are now
barred, and the Nashville, Chattanooga & St. Louis Railway
Company should be entitled to one hundred feet on each side of
the center of the road from Union City to Hickman.

This question has never been decided in Tennessee, however,
and a test case should be made before any extensive work is
undertaken.

For a general discussion of the right to take more than 100 feet on
each side of the center of the road, when necessary for railroad pur-
poses, see Eminent Domain, Right of Way, herein. Refer to index.

Where Nashville & Northwestern Railroad Company incor-
porated. The Nashville & Northwestern Railroad Company
was chartered both in Tennessee and in Kentucky. The Ten-
nessee charter alone is set out in this chapter. The succeeding
chapter will contain all acts of Tennessee and Kentucky in ref-
erence to the road. Among the latter acts will be found the
Kentucky charter. The mere fact, however, that the Nash-
ville, Chattanooga & St. Louis Railway purchased this road
would not make it a domestic corporation of Kentucky. The
Nashville, Chattanooga & St. Louis Railway has never been

chartered in any state save Tennessee, though it owns and
operates many branches that were originally chartered in Ken-
tucky, Alabama, and Georgia. Such purchases, however, did
not operate to incorporate it in those states. Elliott on Rail-
roads, sec. 26; 1 Hilton (N. Y.), 62; 30 N. J. L., 473; 31
N. J. L., 531; 32 Ohio St., 468; 58 Pa. St., 26. See, how-
ever, 85 Tenn., 189.

Distance built When purchased. The entire line cf road
from Nashville, Tenn. , to Hickman, Ky. , had been constructed
when the Nashville & Chattanooga Railroad Company pur-
chased this road.

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 81

ORIGINAL CHARTER OF NASHVILLE & NORTH-
WESTERN RAILROAD COMPANY.

[Acts Tennessee 1851-2, ch. 74. J

SBC. i. Incorporation, name, general powers. He it en-

<i<-f, if by the General Assembly of thf State of Tennessee, That
for the purpose of establishing a communication by railroad
between Nashville and the Mississippi river, beginning at Nash-
ville and terminating on the Mississippi river, in Obion county,
the formation of a company is hereby authorized, which, when
formed, shaH be a body corporate by the name and
style of the Nashville & Northwestern Railroad " ame -
Company, * and by the said corporate name shall be capable to
buy, receive by gift, hold, sell and convey real and j>ersonal
estate as hereinafter provided, make contracts, sue Cenera ,
and be sued, make by-laws, and do all other acts Dwers.*
properly incident to a corporation and necessary and proper to
the transaction of the business for which it is incorporated, and
to have and use a common seal, and the same to alter and de-
stroy at its pleasure, and have perpetual succession of members.

1. *Name changed. After the purchase by the Nashville & Chatta-
nooga Railroad Company, as heretofore explained, of the properties,
franchises, rights, privileges, immunities, etc., of this company, it filed
a bill in the chancery court at Nashville, Tenn., and, among other things,
asked that the name of this company be changed to the Nashville, Mem-
phis & St. Louis Railway. ' This was granted, as per decree of May 14,
1872, entered in minute book V, pp. 185-192 of said court. This was
clearly within the powers of the chancery court at that time. 3 15ax.,
98; 1 Tenn. Ch. Rep., 83, 95, 97; 12 Lea, 97; 11 Lea, 3; 9 Lea. 380. Subse-
quently, however, the Nashville it Chattanooga Railroad Company, filed
another bill, alleging it had purchased this road, and had its own name
changed to the Nashville, Chattanooga & St. Louis Railway. See decree
rendered May 30, 1873, in chancery court at Nashville in book X, pp. 220-
222, which decree is also inserted herein. After this was done the name
of the Nashville, Memphis & St. Louis Railway was abandoned, as its
road had been absorbed by purchase into the general system of the
Nashville, Chattanooga & St. Louis Railway.

2. Incorporated in what states. In addition to this charter granted
by the State of Tennessee, the legislature of Kentucky, on March 8,
1856, passed an act setting out this charter in full, and " rc-cnnrtc<l and
tuJoptetl It," together with the amendments passed by the legislature of
Tennessee, on February 28, 1852. and February 15, 1S54, with all the
privileges, franchises, powers, and responsibilities conferred and granted
by said charter, so far as the same were applicable and not inconsistent
with the constitution of Kentucky. This act, together with all others
of Tennessee and Kentucky relating to the road, are set out in the next
chapter.

82 ORIGINAL CHARTER NORTHWESTERN BRANCH

As will be seen, this act made the Nashville & Northwestern Railroad
Company a domestic corporation of Kentucky, and gave it certain ad-
vantages which will be more fully explained hereafter.

The mere fact, however, that the Naxhville, Chattanooga & St. Louis
Railway purchased the railway would not make the said Nashville, Chat-
tanooga fc St. Louis Kailwey a, domestic corporation of Kentucky. The
Nashville. Chattanooga & St. Louis Railway has never been chartered
in Kentucky, and is therefore a foreign corporation there, though it op-
erates this branch in that state with all the rights, privileges, and fran-
chises of the old company, which was a domestic corporation in Ken-
tucky as well as Tennessee.

3. f General powers. By Acts Tenn., 1865-6, ch. 91, p. 274, this com-
pany was allowed to construct a branch road from Huntington, to con-
nect with the Mississippi Central & Tennessee and the Mobile & Ohio
Railroad. For terms and conditions, see act itself in chapter following.

4. By Acts Tenn.. 1857-8, ch. 89, this company was empowered to unite
its road with the Memphis, Clarksville & Louisville Railroad Company;
to change the location of its route; to consolidate with the Mississippi &
Tennessee Central Railroad. For terms, see act itself in chapter fol-
lowing.

5. By Acts Tenn., 1855-6, ch. 11, p. 3, this company was authorized to
purchase the Hickman & Obion Railroad; also to fix its western termi-
nus at the intersection of the Mobile & Ohio Railroad. For terms, see
act itself in chapter following.

6. By Acts Tenn., 1859-60, ch. 177, this company was authorized to
lease or consolidate with the Mississippi Central Railroad Company, or
to unite with any company whose road may connect with it in the direc-
tion of New Orleans. For terms, see act itself in chapter following.

7. By Acts Tenn., 1853-54, ch. 132, \ 7, this company was allowed,
from its intersection with the Nashville & Memphis Railroad Company,
and the Memphis, Clarksville & Louisville Railroad Company, the same
right, power, and privilege to run its cars upon the tracks of either of
said roads as is provided in the act chartering the Memphis & Charleston
Railroad Company, at the point of intersection with the Nashville &
Chattanooga Railroad Company. See act itself in chapter following.

SEC. 2. Value of shares, books opened, commissioners.

Books of subscription of thirty thousand shares to the capital
Value of stock of said company, of one hundred dollars each,
shares. shall be kept open for sixty days, between the hours
of ten o'clock in the morning and four o'clock in the evening
of each of those days, at the following places, and by the fol-
lowing commissioners, to wit:

At Nashville, Thomas Harding, Jacob McGavock, L. Da-
vidson, - - Joslin, M. K. Cockrill, W. Dozier, H. Hoi-
Commission- li nswor th, M. Barrow, W. Watkins, Samuel Wat-
ers - kins, D. T. McGavock, Willoughby Williams, West

H. Humphreys, A. W. Vanleer, Francis McGavock, Daniel
Graham, John Harding, Clark Bosley, - - Newsom, -
Atkinson, Bird Douglas, and Thomas Sheron.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 83

At Charlotte, Sylvester Finley, Kol>ert McNeilly, Thos K.
Grigsby, John C. Collier, and William H. Napier.

At Waverly, John Wiley, T. B. Groin, Robert McCreary,
V. S. Allen, H. H. Marable.

At Canulen, William McCutchen, C. K. Wyley, W. P.
Morris, E. Perkins, and D. P. Hudson.

At Paris, B. C. Brown, J. W. Blanton, W. H. Thompson,
J. C. McNeil, L. M. Tharp, and C. D. Venable.

At Dresden, Win. Gleeson, Jno. A. Gardner, Collins Mc-
Cutchen, James W. Hays, Alfred Gardner, and Win. Snapp.

At Troy, - - Cochrane, P. Marberry, - - Moffat,

W. S. S. Harris.

At Dover, A. W. Wall, Samuel Graham, T. H. Atkins,
Wm. B. Cherry, and J. M. Wall.

Hy decree of chancery court at Nashville. May 14, 1872, minute book
"V,"pp. 185-192, the charter was amended so that the capital stock
should be eighteen thousand shares, of one hundred dollars each, and
allowing the capital stock to be increased at any time. Hut see discus-
sion of validity of chancery court amendments herein.

SEC. 3. Subscriptions to StOCk, payment. That said com-
missioners, or any two of them, at each of the places afore-
said, shall receive subscriptions for stock in said railroad com-
pany during the time the said books are directed to be kept
open, and on each share so subscribed shall demand and receive
the sum of five dollars in cash, or a note or check for the same,
without which the subscription shall be void.

1. Hy Acts Tenn., 1853-4, ch. 312, sec. 4. the company was allowed to
receive subscriptions for three-quarters, half, and quarter shares, and
issue certificates for same.

2. Hy Acts Tenn., 1851-2, ch. 292, sec. 2, the charter was amended so
that stockholders should not be required, upon subscribing, to pay more
than one per cent, of their subscriptions. See, also. Acts of 1851-2, ch.
285, sec. 12, which alsc amended the charter so that the acts of any
three commissioners at any one place became valid without concurrence
of whole board.

3. By Acts 1857-8, ch. 60, p. 128, sec. 7, the company was given the
extra time of two years in which to get the stock and prepare a section
for the iron.

SEC. 4. Deposit of money, commissioners, incorporation

perfected, When. As soon as the time for receiving subscrip-
tions, as aforesaid, shall have expired, the said commissioners
shall, respectively, deposit all the money so received by them

84 ORIGINAL CHARTER NORTHWESTERN BRANCH

Depositor i n some incorporated bank, redeeming its notes in
money. specie, to the credit of the Nashville & Northwestern

Railroad Company, and subject to the order of the president of
the board of commissioners, hereinafter appointed, and shall
also furnish a correct list of all the subscribers to said stock,
with the number of shares each subscriber has taken, to a board
of commissioners to be composed of the following persons:
Thos. Harding, A. W. Vanleer, - Atkinson, - - Newsom,
B. Collier, Benj. Robertson, John Wiley, T. B. Gorin, Thos.
McNeilly, T. K. Grigsby, S. Finley, T. Cooney, J. C. Currier,
Wm. W. Moody, John H. Dunlap, J. C. D. Atkins, J. E. R.
Commis- R a .Y> Em. Etheridge, J. W. Hays, A. G. Holden,
sioners. p Marberry, W. U. Watkins, Dr. Head, Col. Wm.

McCutchen, Wm. F. Dougherty, John Wiley, B. B. Spicer,
T. B. Gorin, S. C. Pavatt, and James C. Dunlap, who may
establish rules to govern their proceedings, choose their own
president, and appoint such other officers and agents as they
may think proper; and who, or a majority of whom, shall meet
at Nashville on the third Monday in April next, to ascertain
the whole number of shares taken in the said company, and
publish the same in some newspaper printed in Nashville, on or
before the first Monday in May next, and if the number of one
thousand shares shall have been subscribed, on each of which
there shall have been paid the sum of five dollars, the Nash-
ville & Northwestern Railroad Company shall be regarded as
incorporation f rm ed, and thenceforth, and from the day of the
perfected. closing of the books of subscription as aforesaid,
the said subscribers to the stock shall form a body corporate
and politic, in deed and in law, by the name and for the pur-
pose aforesaid, and in all things to be represented by the board
of commissioners aforesaid, until the board of directors are
elected, as hereinafter prescribed.

By Acts Term., 1851-2. ch. 285, sec. 12, this charter was amended so
that the acts of any three commissioners at any one place should be valid
without the concurrence of all.

SEC. 5. Books kept open, when; incorporation, commis-
sioners. If on closing the books aforesaid, the number of one

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY.

thousand shares shall not have been subscribed, then, and in
that case, the said board of commissioners, bv them- ,

" BOOKS Kept

selves or their agents, may receive subscriptions un- open -
til the number of one thousand shares be taken; and whenever
that number of shares shall be subscribed, the company shall
be considered as formed, as having a corjKmite existence as
aforesaid, and of which notice shall be given as hereinbefore
directed, and may proceed to survey the route for the road and
make an estimate of the cost of its construction; nevertheless,
no conclusive and binding location of the road shall Commission .
be made by the board of commissioners, but the ers-
same may l>e left to the determination of the first board of di-
rectors chosen by the stockholders. And the said board of
commissioners may, by themselves or their agents, at such
times and places as they may think proper, and upon such
terms as to time and manner of payment as they may deem
expedient, receive additional subscriptions until the numl>er of
ten thousand shares shall have been subscribed, upon which
the company may be formed, and the subscribers Incorpora .
shall thenceforth form a body corporate as afore- tlod -
said; Provided, the same shall be done on or Ixjfore the first
day of January, 1858; and for the residue of the original num-
ber of thirty thousand shares the said corporation, when organ-
ized, may, in iike manner, receive additional subscriptions.

SEC. 6. Reduction Of Shares. In case more than thirty
thousand shares shall have been subscribed on closing the
books, when they are first opened, the shares shall l>e reduced
to that number by deducting the surplus shares from the high-
est subscribers, placing them on equality of numbers as far as
can be done, and, after such reduction, the holders of the re-
maining shares shall form the company and be interested therein
in proportion to the number of shares which they may then re-
spectively hold.

SEC. 7. Money returned if shares not subscribed. If, on

closing the books on the first day of January, 1858, the num-
ber of ten thousand shares shall not have l>een subscribed, the
money paid by each subscriber shall be returned to him by the

86 ORIGINAL CHARTER NORTHWESTERN BRANCH

said board of commissioners after paying the expenses of open-
ing the books and of making a survey and map of the route and
estimate of the cost of the road, which the said commissioners
are hereby authorized to have made as soon as practicable.

SEC. 8. President and directors, how chosen. The affairs

of said company shall be managed by a board of directors, to
consist of fifteen, and who shall be chosen by the stockholders
from their own body, and a president of the company shall be
elected by the directors from their own numbers, in such man-
ner as the regulations of the corporation shall prescribe.

1. This section was affected by decree of chancery court at Nashville
May 14, 1872, entered in minute book " V," pp. 185-92, so that the affairs
of the company should be managed by the directors for the time being
of the Nashville & Chattanooga Railroad Company, by which the presi-
dent, and such other officers as may be determined by the by-laws, shall
be elected or appointed.

2. This road is now owned by the Nashville, Chattanooga & St. Louis
Railway, whose directors control it as a part of its system. The directors
of the general system are elected under the charter of the Nashville,
Chattanooga & St. Louis Railway proper. See notes to sec. 8 of that
charter.

SEC. 9. Stockholders' first meeting, directors elected, by-
laws. As soon as the number of one thousand shares shall
have been subscribed, it shall be the duty of the commissioners
appointed to declare the same, to appoint a time for the stock-
holders to meet in Nashville, and to give notice thereof by pub-
lication in some of the newspapers in Nashville, at which time
and place the stockholders, in person or by proxy, shall pro-
ceed to elect the directors of the company and to enact all such
regulations, rules, and by-laws as may be necessary for the
government of the corporation and the transaction of its busi-
ness. The persons elected directors at this meeting shall serve
for such period not exceeding one year as the stockholders may
direct, and at this day the stockholders shall fix on the day the
subsequent election of directors shall be held, and such election
shall thenceforth be annually made. But if the day of the
annual election shall pass without any election of directors, the
corporation shall not thereby be dissolved, but it shall be law-
ful on any other day to hold and make said election in such
manner as may be provided by a by-law of the corporation.

See notes to sections 8 and 9 of the charter of Nashville & Chattanooga
Railroad Company, chapter 1, herein.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 87

SEC. 10. Vacancies in board, how filled. The lx>ard of di-
rectors may fill all vacancies which may occur in it during the
period for which their hoard Khali have been elected, and, in the
nliM-nce of the president, may till his place by electing a presi-
dent pro tempore.

See section 10 of charter of Nashville & Chattanooga Railroad Com-
pany, herein.

SEC. 11. Contracts and agreements binding without seal.

All contracts and arrangements authenticated by the presi-
dent of the l>oard shall be binding on the company without seal,
or such other mode of authentication may be used as the com-
pany, by its by-laws, may adopt.

1. This section was amended by decree of chancery court May 14,
1872, entered in minute book " V,"pp. 185-92, at Nashville, so as to read,
"all contracts, authenticated by the president of the board shall be bind-
ing 1 on the company without seal, and such other mode of authentication
may be used as the by-laws may prescribe."

As to validity of chancery court charters, however, see discussion
herein; see index.

2. Deeds require seal. Deeds to real estate, however, were required
at common law to be under seal, and neither the above section nor $ 247S
of the code (M. fc V.) change this law. The seal, in such cases, must be
attached. 10 Pick. (Tenn.), 4f>0.

See index for discussion of this.

SEC. 12. Liability Of directors. The board of directors
shall not exceed, in their contracts, the amount of the capital
stock of the corporation, and of the funds which the company
may have borrowed and placed at the disposal of the board;
and in case they shall do so the president and directors who may
be present at the meeting at which such contract or contracts
so exceeding the amount aforesaid shall be made, shall be jointly
and severally liable for the excess, both to the contract or con-
tractors and to the corporation; Provided^ That anyone may
discharge himself from such liability by voting against such
contract and causing such vote to l>e recorded on the minutes
.of the board and giving notice thereof to the next general
meeting of the stockholders.

See notes to sec. 12 of Nashville & Chattanooga Railroad charter for
discussion of liability^ of directors. See, also, general discussion herein.
Refer to index.

SEC. 13. Exclusive transportation, freight charges. The

said company shall have the exclusive right of transportation or

88 ORIGINAL CHARTER NORTHWESTERN BRANCH

conveyance of persons, goods, merchandise, and produce over
said railroad by them to be constructed; Provided, That the
cost of transportation or conveyance shall not exceed thirty-five
cents per hundred pounds on heavy articles, and ten cents per
cubic foot on articles of measurement, for every hundred miles,
and five cents a mile for every passenger; And provided alo t
That said company may, when they see fit, farm out their
rights of transportation on said road, subject to the rates above
mentioned.

1. Amendment by chancery court. By decree of chancery court at
Nashville, May 14, 1872, minute book "V,"pp. 185-92, this section was
amended so as to read: ' Said company shall have the exclusive right of
transportation or conveyance of persons, goods, merchandise, and pro-
duce over the railroad by it controlled and managed or constructed."
The balance was identical with the section above.

For validity of this amendment, however, see discussion herein of
chancery court amendments; refer to index.

2. Rate of charge. See discussion under sec. 14 of Nashville & Chat-
tanooga Railroad Company charter herein.

3. Exclusive transportation. See notes to sec. 14 of Nashville &
Chattanooga Railroad Company charter herein.

SEC. li. Installments, SUitS for. The board of directors
may call for the payment of ninety-five dollars on each share
of stock in sums not exceeding ten dollars in every thirty days;
Provided, That twenty days' notice be given of such call in at
least one public newspaper of the state in which any of the
stockholders may reside, and a failure to pay or secure to be
paid, according to the rules of the company, any of the install-
ments so called as aforesaid, shall induce a forfeiture of the
share or shares on which default shall be so made and all pay-
ments thereon, and the same shall vest in and belong to the
company, and may be restored to the owner or owners by the
board of directors if they deem proper, on the payment of all
arrears, on such shares and legal interest thereon, or the direc-
tors may waive the forfeiture after thirty days' default and sue
the stockholder for the installments due, at their discretion.

1. The legislature, by Act 1855-56, ch. 2. sec. 5, released the stock-
holders in Henry and west of the Mobile <fe Ohio Railroad from their
subscriptions to this road.

2. By Acts 1855-56, ch. 104, p. 117, this railroad was authorized to
issue stock, with consent of Davidson county court, to taxpayers for
amount of annual tax paid or to be paid by them, by virtue of railroad
bonds issued by county for this purpose.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 99

SEC. 15. StOCk, hOW transferred. The stock of said com-
pany may be transferred in such manner and form as may be
directed by the by-laws of said corporation.

Tliis section was re-enacted by decree in chancery court at Nashville,
May 14, 1872, sec. S, minute book " V," pp. 185-1*2, in amending the other
sei'tions of the charter.

The stock in the Nashville, Chattanooga & St. Louis Railway now
represents this road, as well as all others forming 1 the system. For
method of stock transfers under that charter, see sec. Ifi.

SEC. 16. Capital increased, hOW. The said company may,
at any time, increase its capital to a sum sufficient to complete
said road and stock it with everything necessary to give it full
Operation and effect, either by opening books for new stock or
by selling such new stock, or by borrowing money on credit of
the company, and on the mortgage of its charter and works,
and the manner in which the same shall be done in either case
shall be prescribed by the stockholders at a general meeting;
and any state or any citizen, corporation, or company of this
or any other state or country may subscribe for and hold stock
in said company, with all the rights and subject to all the
liabilities of any other stockholder.

1. This section was amended by decree of chancea-y court at Nashville,
May 14. 1872, minute book " V," pp. 185-92, so that the capital stock
could be increased at any time by two-thirds of entire number of di-
rectors. See discussion herein, however, as to validity of this, liefer
to index.

2. The above section of the original charter gave the company only
the limited power to issue bonds and mortgage its property to rmnitletc
and c<jnii> its road, and for no other purpose. 4 1'ick. (Tenn.), 138.

See sec. 17 of charter of Nashville & Chattanooga Railroad Company,
ch. 1, herein.

SEC. 17. Directors' annual report, may call general meet-
ing. The board of directors shall, once in every year at least,
make a full report of the state of the company and its affairs to
a general meeting of the stockholders, and oftener if directed
by a by-law, and shall have power to call a general meeting of
the stockholders when the board may deem it expedient.

See sec. 18 of charter of the Nashville * Chattanooga Railroad, herein.

SEC. 18. Qualification of officers and voters. No i>erson

but a bona fide stockholder in his own right of at least ten
shares, which he shall have held at least three months previous
to his election (except the first election), shall be president or a

90 ORIGINAL CHARTER NORTHWESTERN BRANCH

director of the company; nor shall any stockholder vote in per-
son or by proxy at any general or other election (except the
first), who shall not have held in his own right the shares on
which he offers to vote, at least three months previous to such
election.

See note to sec. 19 of Nashville & Chattanooga Railroad Company
charter herein, ch. 1.

SEC. 19. Method and scale of voting for directors. Stock-
holders may vote in person or by proxy, and, in the election
of directors and in voting on all questions which come before a
meeting of the stockholders, or which may be submitted to the
decision of the stockholders in any other manner, the vote shall
be taken according to the following scale, viz. : Each stock-
holder shall have one vote for each share he owns; Provided,
That no individual, corporation, or company shall be entitled to
more than five hundred votes.

1. This section was also amended by decree of the chancery court at
Nashville, May 14, 1872, minute book V, pp. 185-192, so as to read as fol-
lows: "Stockholders may vote in pei'son or by proxy, and, in voting on
all questions which may be submitted to the decision of the stockhold-
ers, each stockholder shall be entitled to one vote to each share of stock
owned by him or her.

2. Previous to this the legislature, by Acts 1868-69, ch. 2, sec. 4, had
allowed all charters to be amended to the same effect, if the company
desired.

3. No elections are now held under this charter. The board of direc-
tors of the whole system are elected and all corporate business trans-
acted under the charter of the Nashville, Chattanooga & St. Louis Rail-
way. See section 20 of said charter.

SEC. 20. Real property may be purchased for what. That

said company may purchase, have and hold in fee or for a term
of years, any lands, tenements, and hereditaments which may
be necessary for said road or appurtenances thereof, or for the
erection of depositories, storehouses, houses for the officers,
servants, or agents of the company, or for workshops or foun-
dries to be used for said company, or for procuring timber,
stones, or any other materials necessary for the construction of
the road or its appurtenances, or for effecting transportation
thereon, or for other purposes.

For the purposes enumerated in the above section, the railway cannot
condemn, but must rely upon its purchasing power therein conferred. 11
Hum., 347. See general discussion of this under Eminent Domain,
herein: refer to index.

NASHVILLE, CHATTANOOGA A 8T. LOUIS RAILWAY. 91

SEC. 21. Crossing roads and water courses. That aid

company shall have the right, when necessary, to construct the
said road, or any branch thereof, across or along any public
road or water course; Provided, That the said road and the
navigation of such water course shall not be thereby obstructed.

1. For crossing- of Tennessee river, see sec. 43 of this charter.

2. Where the railroad crosses public roads already in use, it must,
unless relieved by statute, not only restore the public road, but erect
and maintain perpetually all structures, and keep up all repairs made
necessary by such crossing, for the safety and convenience of the pub-
lic. 3 Pick. (Tenn.), 712. But this law does not apply where a public
road subsequently crosses the railroad. See discussion herein of this
subject; refer to index.

3. The term " public road " in this charter does not embrace the streets
and alleys of a city. 3 Head, 596.

4. The temporary and necessary obstruction of navigation in the con-
struction or repair of a bridge is not unlawful under this section, nor
within the prohibition of \ 1527 of the Code (M. & V.) of Tenn.; Pick.
(Tenn.), 638. But see 5 Sneed, 427; 1 Bax.. 55.

See sec. 22 of charter of Nashville it Chattanooga Railroad Company,
herein.

SEC. 22. Purchase Of bridges, roads, etc. The said com-
pany may purchase, have and hold any bridge or turnpike road
over which it may be necessary to pass, and, when such pur-
chase is made, to hold the said bridge or turnpike road on the
same terms and with all the rights which belong to the indi-
vidual, individuals, or corporation from which such purchase
may be made; Provided, That the said company shall not ob-
struct any public road without constructing another as con-
venient as may be.

1. The term, "as convenient as may be," in the above section, does
not mean that the new road must be as convenient and easy of passage
and as ftafc as the old road, but that it must be so constructed as to an-
swer the purposes of the traveling- public, and be made as easy and con-
venient as the nature of the ground will permit, having regard to the
rights of the public, and not requiring unreasonable outlays of money
by the company. 1 Bax. (Tenn.), 55.

2. This section was amended by decree of the chancery court at Nash-
ville, May 14, 1872, minute book V, pp. 185-192. sec. t. so as to read: "The
said company may purchase, have and hold any bridge or turnpike or
other road over which it may be necessary to pass, ami, when such pur-
chase is made, to hold the said bridge or turnpike or other road on the
same terms and with all the rights which belong to the individual or
corporation from which such purchase may be made.

3. As to validity of this, see discussion of chancery court amendments
herein. Refer to index. See sec. 23 of Nashville !t Chattanooga Rail-
road Company charter, herein. 4

SEC. 23. Condemnation for right of way. Where any

92 ORIGINAL CHARTER NORTHWESTERN BRANCH

lands or rights of way may be required by the said company
for the purpose of constructing their road, and for want of
?anditaken 0r agreement as to the value thereof, or from any
taie a d scer other cause, the same cannot be purchased from the
owner or owners, the same may be taken at a valuation to be
made by five commissioners, or a majority of them, to be ap-
pointed by the circuit court of the county where some part of
the land or right of way is situated, and the said coinmis-
By sworn com- S i ners 5 before they act, shall severally take an oath
missioners. before some justice of the peace faithfully and im-
partially to discharge the duty assigned them. In making
said valuation the commissioners shall take into consideration

Commission- the loss or damage which may occur to the owner
ers to consider /. , , ,

what. or owners of the land in consequence of the

land being taken or the right of way surrendered, and also the
benefit and advantage he, she, or they may receive from the
erection or establishment of the railroad or works, and shall
state particularly the nature and amount of each, and the excess
of loss and damage, over and above the benefit and advantage,
shall form the measure of valuation of the said land or right
of way. The proceedings of said commissioners, accompanied
with a full description of the said land or right of way, shall
be returned under the hands and seals of a majority of the
commissioners to the court from which the commission issued,
there to remain a matter of "record. In case either party to the
proceedings shall appeal from the valuation to the next session
of the court granting the commission, and give reasonable notice
to the opposite party of such appeal, the court shall order a
new valuation to be made by a jury, who shall be charged
therewith in the same term, or as soon as practicable, and their
verdict shall be final and conclusive between the parties unless
a new trial shall be granted, and the lands or right of way so
valued by the commissioners or jury shall vest in the said con>
pany in fee simple, so soon as the valuation may be paid, or
when refused, may be tendered, to the extent of two hundred
feet wide. Where there may be an appeal, as
aforesaid, from the valuation of the commissioners

NASHVILLE, CHATTANOOGA A ST. LOl'IS RAILWAY. 93

of either of the parties, the siune shall not prevent the works
intending to IK constructed from proceeding, but where the
appeal is by the company requiring; the surrender, they shall

be at liberty to proceed with their works only on .,

* worK TO pro-
condition of giving to the opposite party a bond ceed - bow -

with good security, to be approved by the clerk of the court
where the valuation is returned, in a penalty equal to double
the said valuation, and interest, in case the same be sustained:
and, in case it be reversed, for the payment of the valuation
thereafter to be made by the jury and confirmed by the court:
Provided) That when the land cannot be had by gift or pur-
chase, the operations of the work are not. to be hindered or
delayed during the pendency of any proceeding to assess its
value as aforesaid, nor shall any injunction or siq>ersedeas be
awarded by any judge or court to delay the progress of said
work.

1. The Nashville, Chattanooga fc St. Louis Railway having purchased
all the property, rights, franchises, privileges, and immunities of this
company, it has fallen heir to all the rights of this and the succeeding
section. Hence, if the right of way of this company was not originally
paid for by it, and there is no contract with the landowner to the con-
trary, the Nashville, Chattanooga & St. Louis Railway, as the owner of
this branch, would now bt entitled to one hundred feet on each side of
center of track when necessary for railroad purposes. ."> 1'ick., 293.

2. Land may be condemned on this branch for ni>i>r<m<-hcft to road for
persons and vehicles, and for places for receiving, delivering, loading,
and unloading goods, merchandise, etc., but not for land for the purpose
of depositories, storehouses, workshops, and houses for agents, etc. 11
Hum., 347.

3. See general discussion herein under Eminent Dntmiin. See, also,
notes to sec. 24 of charter of Nashville .t Chattanooga Railroad Company
herein, ch. 1.

SEC. 24. In absence of contract, right of way one hundred

feet, when. In the absence of any contract with the said com-
pany in relation to lands through which the said road may pass,
signed by the owner thereof, or by his agent, or any claimant or
person in possession thereof, which may l>e confirmed by the
owner, it shall be presumed that the land upon which the road
may be constructed, together with a space of one hundred feet
on each side of the center of said road, has l>een granted to the
company by the owner thereof, and the said company shall have
good right and title thereto, and shall have, hold, and enjoy the
same as long as the same be used only for the purj^ses of the

94r ORIGINAL CHARTER NORTHWESTERN BRANCH

road, and no longer, unless the person or persons owning the
said land at the time that part of the road which may be on
said land was finished, or those claiming under him, her, or
them, may apply for an assessment for the value of said lands
as hereinafter directed, within five years next after that part of
said road was finished, and, in case the said owner or owners,
or those claiming under him, her, or them, shall not, within
five years after the said part was finished, apply for such as-
sessment, he, she, or they shall be forever barred from recover-
ing the said land or having any assessment or compensation
therefor; Provided, Nothing herein contained shall affect the
rights of femes covert or infants until two years after the re-
moval of their respective disabilities.

For discussion of this section, see notes to section 25 of the charter of
the Nashville fe Chattanooga Railroad Company. The two sections are
the same. See, also, general discussion herein under Eminent Domain.
Refer to index. The Nashville, Chattanooga & St. Louis Railway, in
purchasing- this road, acquired all the rights and privileges of this sec-
tion.

SEC. 25. Forfeiture and penalty for intrusion. if any per-
son shall intrude upon the said railroad, or any part thereof,
by any manner of use thereof, or of the rights and privileges
connected therewith, without the permission or contrary to the
will of said company, he, she, or they shall forthwith forfeit to
the said company all the vehicles that may be intruded on said
road, and the same may be recovered by suit at law, and the
person or persons so intruding may also be indicted for misde-
meanor, and, upon conviction, fined and imprisoned by any
court of competent jurisdiction.

This section was re-enacted by decree of chancery court at Nashville,
May 14, 1872, sec. 12. minute book "V,"' pp. 185-192, in amending the
other sections of the charter.

As to the misdemeanor, see 3 Hum., 481-483.

SEC. 26. Obstructing or damaging road or bridge, punish-
ment. If any person shall willfully or maliciously destroy, or
in any manner hurt, damage, or obstruct the said railroad or
any bridge or any vehicle used for or in the transportation
thereon, such person or persons so offending shall be liable to
be indicted therefor, and, on conviction, shall be imprisoned
not more than six nor less than one month and pay a fine of not

NASHVILLE, CHATTANOOGA <fc ST. LOUIS RAILWAY. '.'."

less than twenty dollars, and shall be further liable to pay all
the expenses of repairing the same, and it shall not be compe-
tent for any person so offending against the provisions of this
charter to defend himself by pleading or giving in evidence that
he was the owner or agent or servant of the owner of the land
where such destruction, hurt, damage, injury, or obstruction
was done or caused at the time the same was caused or done.

Subsequent legislation has rendered this section of the charter un-
necessary if not inoperative. See notes to section 27 of the charter of
the Nashville fc Chattanooga Railroad Company, chapter 1, herein. The
sections are the same, and hence notes are here omitted.

SEC. 27. Obstruction a public nuisance. Every obstruction
to the safe and free passage of vehicles on the said road shall
be deemed a public nuisance, and may be abated as such by an
officer, agent, or servant of the company, and the person caus-
ing such obstruction may be indicted and punished for erecting
a public nuisance.

The word "obstruction," as used by railroad men, is not a term of
art as requires explanation by an expert. G Heis., 347. See. also, 3
Head, 522; 1 Kax., 55.

SEC. 28. Storage Charges allowed, When. The said com-
pany shall have the right to take, at the storehouses they may
establish, or next to their railroad, all goods, wares, merchan-
chandise, or produce intended for transportation, prescribe the
rules of priority, and charge and receive such just and reason-
able compensation for storage as they, by rules, may establish,
which they shall cause to Ire published, or as may be fixed by
agreement with the owner, which may be distinct from the
rates of transportation; I *roi< idt.il, That the said company shall
not charge or receive storage on goods, wares, or produce
which may bo delivered to them at their regular depositories
for immediate transportation, and which the company may
have no power of transj)orting immediately.

See notes to sec. 29 of the charter of the Na-shville fe Chattanooga
Railroad Company, chap. 1, herein.

SEC. 2!>. Dividends, paid When. The profits of the com-
pany, or so much thereof as the l>oard of directors may deem
advisable, shall, when the affairs of the company will permit.

96 ORIGINAL CHARTER NORTHWESTERN BRANCH

be semiannually divided among the stockholders in proportion
to the stock each may hold.

See notes to sec. 31 of the charter of the Nashville & Chattanooga
Railroad Company, herein. Dividends are now paid under the charter
and by-laws of that company.

SEC. so. Banking prohibited, may insure. The said com-
pany is hereby expressly prohibited from carrying on any
banking operation, but may effect insurance on lives and prop-
erty transported on the road.

See notes to sec. 31 of the charter of the Nashville & Chattanooga
Railroad Company, chap. 1. herein.

SEC. 31. Crossings Of roads and lands. Wherever, in the

construction of said road, it shall be necessary to cross or in-
tersect any established road or way, it shall be the duty of the
company to construct said road across such established road or
way as not to impede the passage or transportation of persons
or property along the same; or where it shall be necessary to
pass through the land of any individual, it shall be their duty
to provide for such individual a proper wagon way or ways
across said road from one part of his road to the other.

See notes to sec. 32 of the charter of the Nashville & Chattanooga
Railroad Company. The two sections are the same.

SEC. 32. Additional powers. The said company shall pos-
sess such additional powers as may be convenient for the due
and successful execution of the powers granted in this charter
and for the successful construction and management of the
work.

See notes to section 33 of charter of Nashville & Chattanooga Rail-
road Company, herein.

SEC. 33. Exemption from military, jury, and road duty.

The president, directors, clerks, agents, officers, and servants
of said company shall be exempt from military duty, except in
cases of invasion or insurrection, and shall also be exempt from
serving on juries and working on public roads.

This is class legislation and unconstitutional. 4 Lea, 316; 91 Ala., 70;
53 A. & E. R. R. Cases, 37.

SEC. 34. Slaves, power tO buy. The company shall have full
power and authority to purchase and own such number of slaves

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 97

l>e necessary for the construction of said road and for
keeping the same in repair.

Slavery abolished by constitution of 1870.

SEC. 35. Directors trustees on dissolution. If, by decree

or otherwise, the said corporation shall be dissolved, the pres-
ident and directors of sai.l company are created trustees, with
such |M)wers only as may be necessary to collect the debts due
the company, preserve the property, pay the debts, and dis-
tribute the property and effects of the company to those who
may be entitled thereto under the charter.

This company is now dissolved, though its rights. privileges, fran-
chi*i-s. and immunities belong to the Nashville, Chattanooga & St. Louis
Railway, and are exercised by it. See sec. 37 of charter of that com-
pany, herein.

SEC. 36. Exemption from taxation. The capital stock of
said company shall be- forever exempt from taxation, and the
road, with all its fixtures and appurtenances, including work-
shops, warehouses, and vehicles of transportation, shall be
exempt from taxation for the period of twenty years from the
completion of the road, and no longer.

1. The Nashville, Chattanooga & St. Louis Railway, having purchased
this road under proceedings instituted by the state, the immunity from
taxation passed to it by the sale, as well as all its other rights, privileges,
franchises, and immunities. 12 Lea, 583; 117 U. S., 833.

2. Exemptions from taxation in charters prior to the constitution of
1870. and accepted by the corporators and acted upon, is a contract bind-
ing upon the state, which cannot be impaired. 2 Pick.. 614; 13 Lea, 400;
'.i llnx., 442; 3 Pick., 155; 8 Bax., 539; 80 U. S., 568; 87 U. S., 282; 83 U. S.,
320; 117 U. S., 129.

SEC. 37. Road tO be completed, When. The railroad author-
ized by this act shall be commenced within three years after
the passage of this act, and shall be finished within ten years
thereafter, otherwise the charter hereby granted shall be void.

1. This section was amended by Acts Tenn., 1853-54, ch. 312, sec. 2, so
as to allow the company three years from the passage of the act to com-
mence their work, and four years from the passage of the act to complete
a section of thirty miles, ready to receive the iron rails, and that the
company should receive the state aid as provided by. the act of February
11, 1852, entitled "An act to establish a system of internal improvement
in this state," provided the road should be located through Dickson
county.

2. By Acts Tenn., 1853-54, ch. 132, sec. 7, the railway was given four
years to complete the first thirty miles of said road, as provided by act
of February 11, 1852.

98 ORIGINAL CHARTER NORTHWESTERN BRANCH

By Acts- 1857-58, ch. 60, p. 128, sec. 7, the company was granted an
additional two years in which to g-et the stock and prepare a section for
the iron.

SEC. 38. Branches, who may build, duty of this road as to.

Any individual or individuals, company or body corporate,
with permission of the legislature of this state, may hereafter
construct branches to connect with the Nashville & Northwest-
ern Railroad, and it shall be the duty of said company, when
required, to receive on their road the full loaded freight cars
from such branches and transport the same to their destina-
tion, and to return them without changing the loads thereof
or charging for the goods, wares, merchandise, and produce
therein any greater rate of freight than they charge for simi-
lar goods, wares, merchandise and produce in their own cars;
Provided, That the company shall not be compelled to receive
said cars on their road unless they are constructed in the same
manner and are of equal strength with their own cars, of which
the engineer of the main road shall be the judge; And provided^
That the company shall not be required to receive any car from
such branches without receiving payment for at least twenty
miles transportation; And provided aho, That the said com-
pany shall be entitled to similar and equal privileges on such
branches constructed to unite with their road with the same re-
straints.

1. See notes to section 40 of the charter of the Nashville & Chatta-
nooga Railroad Company, herein.

2. By Acts 1865-66. ch. 91, p. 274. this company was allowed to build
a branch road from Huntingdon to the Mississippi Central & Tennessee
and the Mobile & Ohio railroads. For terms and conditions, see act
itself in chapter following.

SEC. 39. First election, number of directors, by-laws.

That the board of commissioners of the Nashville & North-
western Railroad is hereby authorized and empowered to ap-
Numberof Pi n t three judges and two clerks for the purpose of

holding an election for fifteen directors of said com-
pany, and upon the certificate of said judges the said directors
shall be authorized to qualify as directors, and to make all
Rules and ru ^s, regulations, and by-laws necessary for the

government of said company and the management of

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 99

its affairs, and not inconsistent with the general laws of the
land.

SEC. 40. Judges and clerks of election, how appointed.

That the lx>ard of directors of said company shall have power
to appoint three judges and two clerks, from year to year, for
the purpose of holding an election for directors.

The charter of the Nashville & Chattanooga Railroad Company now
controls this.

SEC. 41. Dividends before completion, how paid. That the

said company be required to estimate and credit, semiannually,
to the several holders thereof, a sum equal to six per centum
per annum on the capital stock of said company actually paid
in, to be charged to the cost of construction until the road opens
for business, provided a majority of the stockholders, at their
first regular meeting, agree thereto.

SEC. 42. Work tO Commence Where. That when a sufficient
portion of the stock of the company is taken to commence
work on said road that the work be commenced at the same
time at Nashville and at the Mississippi River, and that the
work be thus continued until said road be completed.

This section was amended by Acts Tenn., 1853-4, ch. 312, sec. 1, so as
to read as follows: "That the president and board of directors of the
Nashville fe Northwestern Railroad Company may commence the work
on said road where it intersects the Mobile & Ohio Railroad, in Obion
county, Tennessee, at the point where the cheapest and most practicable
route to the Madrid Bend will strike said Ohio fe Mobile Railroad, to be
ascertained by a sworn engineer, and prosecute their work eastwardly
from that point, instead of commencing 1 on the Mississippi River, as
required in the fortj'-second section of their charter, and also on both
banks of the Tennessee River, if, in the opinion of the board of directors,
it is expedient to do so; Provided, That no call shall be made on the stock-
holders residing west of the Mobile & Ohio Railroad until that part of
the Nashville fe Northwestern Railroad lying west of the Mobile & Ohio
Railroad is under contract; And provltled further, That this amendment
shall not be binding upon the company or become a part of its charter
until the same is ratified at a general meeting of the stockholders in said
company [called for the purpose by order of the board of directors] by
a vote of a majority in the interest of the stockholders, counting the
votes according to the basis fixed in the charter of said company in the
election of directors."

SEC. 43. Bridge across Tennessee river, how constructed.

That in the construction of a bridge across the Tennessee river,
for the purpose of avoiding any interference with the naviga-
tion of said river, it shall be the duty of said company to build

100 ACTS AMENDING CHARTER NORTHWESTERN BRANCH

said bridge at least thirty feet above extreme high water mark,
between any two piers the company may deem best, and the
distance between the two so selected shall be at least one hun-
dred and fifty feet, so as to afford free and safe passage for all
size boats. (Acts 1851-52, ch. 74; passed January 22, 1852.)

1. This section was amended b3>- Acts Tenn. , 1853-54, ch. 312, sec. 3, so
as to allow the company to construct a drawbridge across the Tennessee
river, so as not to obstruct the free navigation of said river.

2. Congress acts. Uy acts of congress, 1888 and 1890, the determina-
tion of the character of bridges, etc., over all luivkjnble streams has been
taken from the state legislatures. Prior to this time, congress had no
jurisdiction over the navigable waters within the territorial limits of a
state, as there was no common law of the United States independent of
statute. Until congress acted, therefore, the matter rested with the
state. Hence, the above acts. Since congress has taken charge, how-
ever, these state acts are of no particular value. The bridge must be
constructed according to the acts of congress, which it now is.

3. For method of procedure in building or repairing bridges over nav-
igable streams, under act of congress, see herein. Refer to index.

CHAPTER IV.

ACTS AND DECREES AMENDING CHARTER OF, AND RELATING

TO, THE NASHVILLE <fr NORTHWESTERN RAILROAD

COMPANY IN TENNESSEE AND KENTUCKY.

ACTS OF TENNESSEE AMENDING CHARTER.

1. Charter amended, stockholders not to pay more than one
per cent, of subscription, when.

SEC. 2. Be it further enacted, That the charter of the Nash-
ville & Northwestern Railroad Company shall be so amended
that the stockholders shall not be required, upon subscribing,
to pay more than one per cent, of their subscriptions, and not
that unless required by the commissioners. (Acts Tenn. , 1851-2,
ch. 292, sec. 2; passed February 27, 1852.)

This was re-enacted during the same sitting of the legislature, with
the addition that ' the acts of any three of the commissioners at any one
place may be valid without the concurrence of the whole board. Acts
1851-2, ch. 285, sec. 12; passed February 28, 1853.

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 101

2. Charter amended; may build branch road from Huntingdon

to Jackson; franchises, right of way of branch.

SECTION 1. Be it enacted by t/te General Asxenibly of the
State of Tennessee, That the Nashville & Northwestern Railroad
Company he, and is hereby, authorized to construct a branch
road from the town of Huntington, in Carroll county, to a con-
nection with the Mississippi Central & Tennessee and the Mo-
bile & Ohio Railroad, at the town of Jackson, or with the
Memphis & Ohio Railroad, or at any point the company may
determine and elect, in Madison county.

SEC. 2. That in the construction of said branch road the
Nashville & Northwestern Railroad Company shall Powersof
be entitled to all the rights and benefits conferred branch road -
upon the Mississippi Central and Tennessee Company by the
seventh section of an act passed February 8, 1854, ch. 131.

SEC. 3. That in securing the right of way for said branch
road, constructing the roadbed and bridges, and erecting depots
and other necessary buildings, and operating the Construct | 0n
same, the said Nashville & Northwestern Railroad etc
Company shall be entitled to all the rights, powers, and priv-
ileges, and subject to all the liabilities and restrictions provided
and imposed in its original charter for the regulation of its
main lino of road.

SEC. 4. That this company shall be subject to such general
laws as now or may hereafter be enacted for the government of
railroad companies. (Acts Tenn., 1S65-6, ch. 91, p. 274;
passed May 22, 186*5.

3. Charter amended ; allowed to commence work where and

how; time to complete extended; drawbridge across
Tennessee river allowed ; subscriptions for stock in reg-
ulated.

SECTION 1. Be it enacted by the General Assembly of the
State of Tennessee, That the forty-second section of an act en-
titled "An act to charter the Nashville & Northwestern Rail-
road," passed January, 1852, be so amended as to read as fol-
lows: That the president and board of directors of the Nashville
& Northwestern Railroad Company may commence the work

102 ACTS AMENDING CHARTER NORTHWESTERN BRANCH

on sa * ( l roa( * wnere ^ intersects the Mobile & Ohio

May commence

work where. Railroad, in Obion county, Tennessee, at the point

where the cheapest and most practicable route to the Madrid
bend will strike said Ohio & Mobile Railroad, to be ascertained
by a sworn engineer, and prosecute their work eastwardly from
that point, instead of commencing on the Mississippi river, as
required in the forty -second section of their charter, and also
on both banks of the Tennessee river, if, in the opinion of the
board of directors, it is expedient to do so; Provided, That no
call shall be made on the stockholders residing west of the
Mobile & Ohio Railroad until that part of the Nashville &
North western Railroad lying west of the Mobile & Ohio Rail-
road is under contract; And provided further, That this
amendment shall not be binding on the company or become a
part of its charter until the same is ratified at a general meet-
ing of the stockholders in said company (called for the purpose
by order of the board of directors), by a vote of a majority in
the interest of the stockholders, counting the votes according
to the basis fixed in the charter of said company in the election
of directors.

SEC. 2. That the thirty-seventh section of an act entitled
"An act to incorporate the Nashville & Northwestern Railroad
Extension Company," passed January 22, 1852, ch.*74, be
so amended as to allow said railroad company three
years from the passage of this act to commence their work,
and four years from the passage of this act to complete a sec-
tion of "thirty miles" ready to receive the iron rails, and
that said company shall receive the state aid as provided by the
act of February 11, 1852, entitled "An act to establish a sys-
tem of internal improvements in this state; " Provided, That
the Nashville & Northwestern Railroad shall be located through

Dickson county.

SEC. 3. That the forty-third section of the charter of the

Nashville & Northwestern Railroad Company be so
Bridge. J

amended as to allow said company to construct a

drawbridge across the Tennessee river, so as not to obstruct
the free navigation of said river.

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 103

SEC. 4. That the said company be, and they are hereby,
allowed to receive subscriptions for three-quarters, Fractlons
half, and quarter shares of stock, and issue certiti- of stock -
cates for such fractional shares of stock. (Acts Tenn., 1853-4,
ch. 312; passed February 1, 1854.)

4. Charter amended, fixing western terminus; may purchase
or lease Hickman & Obion Railroad, how, or buy stock
in; stockholders in Henry county and west of Mobile
& Ohio provided for.

SECTION 1. Be it enacted by the General Aweinldy of the State
of Tenntswe, That the charter of the Nashville & Northwestern
Railroad Company be, and the same is hereby, so amended as
to fix the western terminus of said road at the point of its in-
tersection with the Mobile & Ohio Railroad.

SEC. 2. That the said Nashville & Northwestern Railroad
Company is hereby authorized to purchase the Hickman &
Obion Railroad * or three-fourths of the stock in .

Purchase or

said company, and obtain a lease of said road for {5Sn
a period of not less than one thousand years, and R * nro d -
operate it as their own railroad, on such terms as the said two
companies may agree on, and that said Hickman & Obion Rail-
road Company is hereby authorized and empowered to make
such sale and transfer Or lease.

SEC. 3. That whenever the Nashville & Northwestern Rail-
road Company shall have purchased said Hickman & Obion Rail-
road Company, or three-fourths of its stock, and taken a lease
of said road for not less than a thousand years, and graded and
bridged a section of thirty miles from the Mississippi river at
Hickman eastwardly, on a section extending from said river to
Dresden, and provided the cross-ties for the same, the coupon
bonds of the State of Tennessee shall issue to the Nashville &
Northwestern Railroad Company at the rate of ten thousand
dollars per mile on so much of said section as may lie within
this state, on the same terms and conditions in all other respects
as stute bonds are issued to other railroad companies under the
internal improvement laws of this state.

SEC. 4. That whenever said Nashville & Northwestern Rail-

10-4 ACTS AMENDING CHARTER NORTHWESTERN BRANCH

road Company shall have graded and bridged an additional sec-
tion of not less than ten miles eastwardly from the
Mobile & Ohio Railroad, and prepared the cross-
ties for the same, an issue of ten thousand dollars per mile of
state bonds shall be made to said company, to iron and equip
said section; and so on for each additional section of ten miles,
as is provided by act of the general assembly of 1853-54.

The word "eastwardly" in the above section was struck out by the
Acts of 1855-56, ch. 186, p. 326. sec. 35.

SEC. 5. That the stockholders in Henry and the stock-
holders living west of the Mobile & Ohio Railroad, be, and
stockholders they are Dere ^y released from their subscriptions
released. to tne Nashville & Northwestern Railroad Com-
pany. (Acts Tenn., 1855-56, ch. 2, p. 3; passed November
16, 1855.)

1. *The Hickman & Obion Railroad Company was chartered by the
Acts Tenn., 1853-54, ch. 307, p. 685, and by Acts Ky., 1853-54, ch. 781, p.
348, to extend from Hickman. Ky.. to the Mobile & Ohio Railroad, in
Obion county, Tenn. Sec. 25 of its charter also gave it power to con-
struct its road to Dresden, Tenn.. in the event the Nashville & North-
western Railroad Company did not build that far west. The Nashville
& Northwestern Railroad Company built to Union City, however, and
then purchased the Hickman & Obion Railroad. The Tennessee and
Kentucky charters of the latter road were identical.

2. Under this authority the Nashville & Northwestern Railroad Com-
pany purchased the Hickman & Obion Railroad. The authority was
also g-iven by the State of Kentucky by Acts 1855-56, ch. 142, p. 281.

3. For convenience, the charter of the Hickman & Obion Railroad
Company is inserted here, and is as follows:

4. Original charter of the Hickman & Obion Railroad Company.

(Acts Tennessee, 1853-4, p. 685.)

SECTION 1. Incorporation, name, route, general powers. Be it en-
acted by the General Assembly of the Kt<tte of Tennessee, That the president,
directors, and stockholders of the joint stock company already formed
to build a railroad from the town of Hickman, in the State of Kentucky,
to the Mobile & Ohio railroad track in the county of Obion, in the State
of Tennessee, in Houser Valley, be, and they are hereby, constituted a
corporation and body politic, by the name and style of the Hickman &
Obion Railroad Company, and by the said corporate name shall be au-
thorized to sue and be sued, and to buy, receive by gift, hold, sell, and
convey real and personal estate as hereinafter provided; make contracts,
make by-laws, and do all other acts properly incident to a corporation,
and necessary and proper in the transaction of the business for which
said corporation is constituted ; and to have and use a common seal, and
the same to alter or destroy at its pleasure, and have perpetual succes-
sion of members.

Incorporation. The Hickman A' Obion Railroad Company was also chartered in the State
of Kentucky by Acts 1853-4, ch. 781, p. 348. The Kentucky charter will not be set out, as it
is identical with this.

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 105

Snr. >. Capital, value of shares. lie It enncteil. That the said cor-
poration may increase the corporate stock thereof to thirty thousand
shares, at one hundred dollars each; and the president and directors
shall have the power of receiving subscriptions of stock to that amount
at any time according to their discretion.

This company having been purchased bv the Nashville A Northwestern Rtilroad Com-
pany, which in turn has been purchased by tin- Nusliville. Chattanooga .v St. Louis Railway,
tin- amount of capital iiiul value of shares is now controlled by the latter company as rep.
ri-M-ntintr the entire system. See charter of Nashville A: Chattanooga Railroad Company,
rh. 1. herein.

SEC. 3. Directors, number, how elected, scale of voting. Be it en-
tit-tfil. That the affairs of the company shall be managed by a board of
directors, to consist of eleven, and shall be chosen by the stockholders
from their own body, each stockholder casting one vote for each share
he may possess: and the president of the company shall be elected by
the directors from their own members, in such manner as the regulations
of the corporation shall prescribe.

See sec. 8 of charter of Nashville. Chattanooga *V St. Louis Railway, ch. 1. heroin.

SEC. 4. Temporary president and directors to act until when. Be
it ciutctcd. That the president and directors already elected and now con-
ducting the business of said company, to wit. G. W. (Jibbs, (J. \V. L.
Marr, Sauney Burress. Olion F. Young. E. H. Fuqua, \V. Robinson. Hur-
gess R. Noles. A. D. Kinman. Robert Matson. Ferdinand Wilson, and .1.
F. Mares, shall continue to transact the business until the third of Au-
gust. 1854. with full power to till vacancies, and until there shall be an-
other board elected and organized under the regulations prescribed by
the by-laws of said corporation, and the elections thereafter shall be
annual.

SEC. 5. Vacancies in board, how filled. Be It enticted. That the board
of directors may till all vacancies which may occur during the time for
which they were elected, and, in the absence of the president, may till
his place by electing one of their number president pro tetnpore.

See gee. 10 of charter of Nashville, Chattanooga A St. Louis Railway, ch. 1, herein.

SEC. 6. Contracts binding without seal. Be It enacted. That all con-
tracts and arrangements authenticated by the president of the board,
shall be binding on the company, whether with or without seal, or such
other mode of authentication as the by-laws may prescribe.

868 tec. 11 of charter of Nashville, Chattanooga V St. Louis Railway, ch. 1. herein.

SEC. 7. Liability of directors. Be It ciutctfil. That the board of di-
rectors shall not exceed in their contract the capital stock of the corpo-
ration, and of the funds which the company may have borrowed and
placed at the disposal of the board; and. in case they shall do so, the
president and directors who may be present at the meeting at which such
contract or contracts, so exceeding tbe amount aforesaid, shall be made
jointly and severally liable for the excess, both to the contractor or con-
tractors and to the corporation; Provided, That anyone may discharge
himself from such liability by voting against such contract or contracts,
and causing said vote to be entered on the books of the company, and
giving notice thereof to the next general meeting of the stockholders.

See sec. 12 of charter of Nashville, Chattanooga A St. Louis Railway, ch. 1, herein.

SEC. 8. Exclusive transportation, transportation charges. lie it
cnnctctl. That the said company shall have the exclusive right of trans-
portation or conveyance of persons, goods, merchandise, and produce
over said road by them to be constructed; Provided, That the cost of
transportation or conveyance shall not exceed thirty-five cents per hun-
dred pounds on heavy articles and ten cents per cubic foot on articles of
measurement for every hundred miles, and five cents a mile for every
passenger; Ami provided. That said company, when they sit, may farm

106 ACTS AMENDING CHARTER NORTHWESTERN BRANCH

out their rights of transportation on said road, subject to the rules above
mentioned.

See notes to sec. 14 of charter of Nashville, Chattanooga & St. Louis Railway, ch. 1,
herein.

SEC. 9. Installments, forfeiture. Be it enacted, That the board of
directors may call for the payment of the capital stock at the rate of not
more than ten dollars on each share for every sixty days; and twenty
days' notice shall be given in some newspaper of such call; and a failure
to pay or secure to be paid, according to the rules of said corporation,
any of the installments so called as aforesaid, shall induce a forfeiture
of the share or shares on which default shall be so made, and payments
thereon, and the same shall vest in said company, but may be restored
to the owner or owners by the board of directors, if they deem proper,
on the payment of all arrears on such share or shares, and legal interest
thereon; or the directors may have the forfeiture after thirty days' de-
fault, and save the stockholder for the installments due, at their dis-
cretion.

SEC. 10. Transfer of shares. Be it enacted, That the stock of said
company may be transferred in such manner and form as may be pre-
scribed by the by-laws of said company.

See sec. 16 of charter of the Nashville, Chattanooga & St. Louis Railway, ch. 1, herein.

SEC. 11. Directors to make annual reports, may call meetings. Be
it enacted. That the board of directors shall, once in each 3*ear, make a
full report of the state of the company's affairs to the stockholders at a
general meeting, and shall have full power to call a general meeting of
the stockholders whenever the board may deem it expedient.

SEC. 12. Lands maybe purchased for what. Be it enacted. That the
said company may purchase, have and hold in fee, or for a term of years,
any lands, tenements, hereditaments which may be necessary for said
road, or appurtenances thereof, or for the erection of depositories, store-
houses, or for workshops or foundries, to be used for said company, or
for procuring timber, stone, or any other materials necessary for the
construction of said road or its appurtenances, or for effecting transpor-
tation, or for other purposes.

SEC. 13. Crossings of roads and water courses. Be it enacted, That
said company shall have the right, when necessary, to construct said
road across or along any public road or water course, provided the roads,
and the navigation of such, shall not be obstructed.

SEC. 14. Right of way, how condemned. Be it enacted. That when
any lands or right of way may be required by said company for the pur-
pose of constructing said road, and for want of agreement as to the value
thereof, or for any cause, the same cannot be purchased from the owner
or owners, the same may be taken at valuation by five commissioners,
or a majority of them, to be appointed by the circuit court of the county
where said land or right of way is situated, and the said commissioners,
before they shall act. shall severally take an oath before some justice of
the peace, faithfully and impartially to discharge the duty assigned
them: and. on making said valuation, the commissioners* the actual loss
or damage to the owner or owners in consequence of the land being
taken and the right of way surrendered. The proceedings of said com-
missioners shall be returned, accompanied with a full description of the
land or right of way, under their hands and seals, of a majority of the
said commissioners, to the court from whence the commission issued,
there to remain a matter of record. In case either party shall appeal
from the decision of the commissioners to the next session of the court
granting the commission, and give reasonable notice to the opposite
party of such appeal, the court shall order a new valuation to be made
by a jury, who shall be charged therewith at the same term, or as soon

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 107

as practicable, and their verdict shall be final and conclusive between
the parties, unless a new trial be granted, and the land or right of way
so valued by the commissioners or verdict of a jury, shall vest in said
company so soon as the amount of such valuation be paid, or a tender
and refusal thereof, to the extent of one hundred feet wide. When there
may be an appeal by either party, the same shall not prevent the works
intended to be constructed from proceeding; but when the appeal is
taken by the company, they shall enter into bond and security to the
opposite party, approved by the clerk, in double the amount of the val-
uation and interest, in case the same shall be confirmed, and. in case it
be reversed, then to pay the amount of the valuation thereafter to be
made by the jury and confirmed by the court; Provide'!, That when the
land cannot be had by gift or purchase, the operations of the work are
not to be hindered or delayed during- the pendency of any proceedings
tn ji^sess its value as aforesaid, nor shall any injunction or supersedeas
be awarded by any judge or court to delay the progress of said work.

1. *The wording of the above i-ection is exactly as it appears in the Acts of 1853-4, p.
685. There was something evidently left out.

2. See notes to sees. 24 and 25 of charter of Nashville, Chattanooga A St. Louis Railwayt
ch. 1. herein.

SKC. 15. Intrusion, punishment for. Be it enacted; That if any per-
sons shall intrude upon said railroad, or any part thereof, or the rights
and privileges connected therewith, without the permission or contrary
to the will of said, company, he, she, or they shall forthwith forfeit to
the said company all the vehicles that may be intruded on said road, and
the same may be recovered by suit at law; and the person or persons so
intruding 1 may also be indicted for a misdemeanor, and upon conviction
fined and imprisoned by any court of competent jurisdiction.

SEC. 16. Obstruction a nuisance. Be it enacted. That every obstruc-
tion to the safe and free passage of vehicles on said road shall be deemed
a public nuisance, and. as such, may be abated by an officer, agent, or
servant of the company; and the person causing such obstruction may
be indicted and punished for erecting a public nuisance before any com-
petent jurisdiction.

The l:in'_ r ii:i-_'i- of the above section is exactly as it appears in the act. The word court,
in the last line, was evidently unintentionally left out.

SKC. 17. May establish warehouses and charge storage, when. Be
it enacted, That said company shall have the right to take at the store-
house they may establish or rent to the road, all goods, wares, merchan-
dise, and produce intended for transportation: prescribe the rules of
priority, and charge and receive such just and reasonable compensation
for storage as they, by rule, may establish, which they shall cause to be
published (or may be agreed upon with the owner), which may be dis-
tinct from the charges of transportation, provided the said company
shall not charge or secure storage on goods, wares, or produce which
may be delivered to them at their regular depositories for immediate
transportation, and which the company may have the power of trans-
porting immediately.

SEC. 18. Dividends, when paid. Be It enacted. That the profits of the
company, or so much thereof as the board of directors may deem advis-
able, shall, when the officers* of the company will permit, be semian-
nually divided among the stockholders, in proportion to the stock each
may hold.

*The word " officers " in the above section evidently was Intended for "affairs." The
section is inserted exactly as it ap|>ears in the original act.

SEC. 15t. Banking prohibited, may insure. Re it eitartcd. That the
said company is hereby expressly prohibited from carrying on any bank-
ing operations, but may effect insurance upon lives and property trans-
ported on said road.

108 ACTS AMENDING CHARTER NORTHWESTERN BRANCH

SEC. 20. Company must construct crossings. Be it enacted, That
whenever, in the construction of said road, it shall be necessary to cross
or intersect any established road or way, it shall be the duty of the com-
pany to construct said road across such established road or way so as
not to impede the passage or transportation of persons or property along
the same; or where it shall be necessary, through the land of any indi-
vidual, it shall be their duty to provide for such individual a proper
wagon way or ways across said road.

SEC. 21. Bight of way, additional powers. Be It enacted, That the
said company shall have the right of way for said road from the line of
the State of Kentucky south to the terminus thereof; and they shall
have such additional power as may be necessary and convenient for the
successful execution of the powers granted in this charter, and for the
successful construction and management of the work.

SEC. 22. Exemption of officers, etc., from road, jury, and military
duty. Tie it enacted. That the president and directors, clerks, agents,
officers, and servants of said company shall be exempt from military
duty, except in case of invasion or insurrection, and shall also be exempt
from serving- on juries and working on public roads.

SEC. 23. May own slaves. Be it enacted. That the said company shall
have full power to purchase and own such number of slaves as shall be
necessary for the construction of said road, and for keeping the same in
repair.

SEC. 24. Exemption from taxation. Be it enacted. That the capital
stock of said company shall be forever exempt from taxation, and the
road, with all its fixtures and appurtenances, including workshops,
warehouses, and vehicles of transportation, shall be exempt from taxa-
tion for the period of twenty years from the completion of said road, and
no longer.

SEC. 25. May extend road to Dresden, when and how. Be it enacted,
That said company shall have power, and they are hereby authorized, to
extend their road to the town of Dresden, in the county of Weakley. or
connect with the Nashville it Northwestern road at such point as may
be convenient in the county of Weakley or Obion, at their discretion,
which connection, if made, shall be regulated by the provisions of the
thirty-eighth section of the charter of the said Nashville & Northwest-
ern road, and. in the event said extension shall be determined upon, then
the company shall be authorized to increase their capital stock to the
amount of five hundred thousand dollars, and said company shall have,
possess, and enjoy the same rights and privileges and be subject to the
same rules, regulations, and liabilities upon said extension as are here-
inbefore prescribed in the charter for the other portion of said road;
Provided. That said road shall not be extended to the town of Dresden
only in the event of the failure of the Nashville & Northwestern Rail-
road Company to build their road, as required by law. or with the con-
sent of said company. (Acts Tenn.. 1853-54, p. 685; passed December 20,
1853.)

The Nashville \ Northwestern Railroad Company built its road to Un'on City, and
hence this section was inoperative. The Nashville it Northwestern Railroad Company
then purchased this road.

5. Charter amended; may unite and consolidate with or lease
Mississippi Central Railroad Company, how; may also
unite with any company connecting with it in direction
of New Orleans.

SECTION 1. Be it enacted by the General Assembly of the State
of Tennessee, That the Nashville & Northwestern Railroad Com-

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 109

puny be, and the said company is hereby, authorized at any
time hereafter to unite and consolidate with the Mississippi
Central Railroad Company, upon such terms and conditions as
may be agreed upon by the board of directors of each company,
the two companies to become thereafter one company, with all
the corporate jxjwers, rights, and privileges conferred by their
rr-jiretive charters where there is no conflict between them, and
with the corporate powers, rights, and privileges of the charter
of Nashville & Northwestern Railroad Company when there is
any conflict.

SEC. 2. That the united company shall be known by the
name and style of the Nashville & Mississippi Rail- NashvJ1Je&
road Company, or such other name as may be ^inVoldCom-
agreed upon by the directors of the united company. pany '

SEC. 3. That upon the union of said companies the stock-
holders of each shall become stockholders in the common road,
according to the several amounts of their stock, or as may be
agreed upon; and immediately after such union the stockholders
shall, at a general meeting, to be called by the president and
directors of the Nashville & Northwestern Railroad Company,
elect one Inmrd of directors for the new company, under such
rules and regulations, and in such manner as the stockholders
at the general meeting shall prescribe.

SE<'. 4. That if a union of the new company is not effected,
as alx)ve provided, the Nashville & Northwestern Railroad Com-
pany l>e, and the said company hereby is, authorized
to lease the Mississippi Central Railroad for such a
length of time, and upon such terms and conditions, as may be
agreed upon by the board of directors of each company, and
after such lease to run, use, and manage the said road so leased,
whether in this or any other state, under and with all the cor-
porate powers, rights, and privileges, and subject to the limi-
tations and restrictions of the charter of the comjMiny whose
road is leased.

SEC. 5. That the said Nashville & Northwestern Railroad
Company, or the united company, as al>ove, is also May unite
further authorized to unite with any other company pany.

110 ACTS AMENDING CHAKTER NORTHWESTERN BRANCH

whose road may connect with it in the direction of New
Orleans, in the State of Louisiana, upon the same terms and
conditions and in the same way as above provided, so as to
form a continuous line of railroad to or in the direction of
New Orleans. (Acts Tenn., 1859-60, ch. 177; passed March
22, 1860.)

6. Charter amended ; may unite and have common track with
Memphis, Clarksville & Louisville Railroad, where and
how ; may change route, may consolidate with Missis-
sippi & Tennessee Central Railroad, how.

SECTION 1. Be it enacted by the General Assembly of the
State of Tennessee, That the Nashville & Northwestern Railroad
Company and the Memphis, Clarksville & Louisville Railroad
Company be authorized to unite their roads and make a com-
mon track for such distance and upon such terms as the said
companies, through their presidents and directors, may agree
upon, and may build a common bridge across the Tennessee
river, and, if said companies unite, they shall be entitled to ten
thousand dollars per mile of the state aid now allowed by law
to said two companies for the distance thus run in common,
and the whole of the state aid for the bridge across Tennessee
river.

SEC. 2. That the Nashville & Northwestern Railroad Corn-

May change P anv ^ je authorized to change the location of their
location.

SEC. 3. That nothing in this act shall be so construed as to
give the Nashville & Northwestern Railroad Company more
than ten thousand dollars per mile on any portion of said road
run singly, and the same amount on such portion of consoli-
dated road.

SEC. 4. That the Mississippi and Tennessee Central Railroad
may consolidate with the roads mentioned in the first section of
this act, upon such terms and at such place as may be agreed
upon by the board of directors of the consolidated roads men-
tioned in the first section of this act; Provided, If the Nashville
& Northwestern Railroad is changed from its present location
in the county of Carroll, the stockholders shall be released

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. Ill

from the payment of any more of the calls for stock from said
company; And provided. That the consolidated roads shall re-
ceive no more state aid than ten thousand dollars per mile, and
the bridge aid already appropriated by law to the two first
roads named in this act. (Acts Tenn., 1857-8, ch. 89; passed
February 27, 1858.)

7. Nashville & Northwestern Railroad to adopt gauge of
Nashville & Chattanooga Railroad Company; may run
cars to depot of Central Trunk Railroad, how; charter
amended, stockholders to pay only one per cent, cash in
subscribing.

SEC. 10. Be it enacted, That the Tennessee Central Railroad
Company, the Memphis & Nashville Railroad Company, and
the Northwestern Railroad Company, shall be required to con-
struct their tracks respectively with the same gauge as the
Nashville & Chattanooga Railroad and the Central Trunk Rail-
road Company, and each of said companies shall have the right
to pass their locomotives and train of cars to the depot of the
Central Trunk Railroad, which may be established on either
side of the Tennessee river, without charge from said Central
Trunk Railroad Company, and shall have the same privilege of
connecting with their road as is granted in the fortieth section
of the Nashville & Chattanooga Railroad charter, and the priv-
ilege shall be reciprocal between the several companies.

SEC. 11. [Relates to other roads.]

SEC. 12. Be it further enacted, That the charter of the Nash-
ville & Northwestern Railroad be so amended that the stock-
holders, upon subscribing, shall not be required to pay more
than one per cent, of their subscriptions, and not that unless
required by the commissioners, and that the acts of any three
of the commissioners, at any one place, may be valid without
the concurrence of the whole board. (Acts Tenn., 1851-2, p.
531; passed February 28, 1852.)

112 ACTS RELATING TO NORTHWESTERN BRANCH

ACTS OF TENNESSEE RELATING TO NASH-
VILLE & NORTHWESTERN RAIL-
ROAD COMPANY.

1. To issue stock to taxpayers for taxes paid to provide inter-

est on bonds issued by this company, when.

SECTION 1. That , the Northwestern Railroad

Company, , shall, by and with the consent of the

county court of Davidson county, be required to issue stock to
the taxpayers of said county for the amount of the annual tax
which has already and may hereafter be paid by said taxpayers
to provide for the interest on the bonds issued by said county
for said railroads, on presentation of the tax receipts for the
respective railroads; said tax receipts shall be negotiable by
indorsement, and no stock shall be issued for a less amount than
one share, provided said railroad compan}^ shall not be required
to issue stock for said tax receipts until the first dividend is
ready to be made, at which time, or any time thereafter, shall
issue the stock. (Acts Tenn., 1855-6, ch. 104, p. 117; passed
February 14, 1856.)

2. Extra time given to get stock and prepare road.

SEC. 7. Be it further enacted, That the Nashville & North-
western Railroad Company shall have the further time of two
years in which to get the stock and prepare a section for the
iron, as required by law, provided this shall not interfere with
the rights of stockholders. (Acts Tenn., 1857-8, ch. 60, p.
128, sec. 7; passed February 13, 1858.)

3. Resolution directing the governor to surrender the Nash-

ville & Northwestern Railroad Company to its president
and directors.

Be it resolved by the General Assembly of the State of Ten-
newee, That the governor be, and he is hereby, instructed to
immediately surrender the Nashville & Northwestern Railroad
to the president and directors of said company, provided noth-
ing in this resolution shall be construed as to vitiate in any
manner the indebtedness of the state in or upon said railroad.
(Acts Tenn., 1868-9, ch. 34, p. 383; adopted December 3, 1868.)

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 113

4. Resolution directing inquiry concerning application of bonds

by Nashville & Northwestern Railroad Company.

This resolution directed an examination to be made as to
whether the receiver of the Nashville & Northwestern Railroad
used the bonds on the road. (Acts Tenn., 1868-9, p. 379;
passed November 27, 1868.)

5. State aid to Nashville & Northwestern Railroad Company.

Many acts of the legislature of the State of Tennessee were
passed authorizing state aid to be granted to the Nashville &
Northwestern Railroad for the purpose of building and equip-
ping its road. The state aid was extended by having the gov-
ernor indorse the bonds of the road on behalf of the state.
These acts are quite lengthy, and are so seldom required
that, for the purpose of space and economy, it is not deemed
advisable to insert them in full in this compilation, but simply
to refer to the act and page where they can be found. Below
will be found all the acts relating to this subject, set out in the
order of their passage:

1. Acts 1851-52, ch. 151, sec. 10. Governor authorized to
issue coupon bonds for an amount not exceeding $8,000 per
mile on certain conditions. For conditions, see act. But see
section 15 of same act; also section 19 of same act. See, also,
Acts 1853-54, ch. 132, sec. 7.

2. Acts 1853-54, ch. 131, sec. 1. State aid granted to the
extent of $10,000 a mile.

3. Acts 1855-56, ch. 120, sec. 7, p. 143. Governor author-
ized to issue bonds to an amount not exceeding $100,000, a
part to be used in building bridges across Obion river, Spring
creek, Big Sandy, Turnbull, and Harpeth rivers.

4. Acts 1865-66, ch. 14, p. 33. Governor authorized to
issue bonds to Nashville & Northwestern Railroad Company to
the amount of $300,000.

5. Acts 1865-66, ch. 95, sec. 2. Governor authorized to
issue bonds to amount of $200,000.

6. Acts 1866-67, ch. 56, sec. 26. Governor authorized to
indorse bonds to the extent of $125,000.

114 ACTS RELATING TO NORTHWESTERN BRANCH

7. Acts 1866-67, ch. 12, p. 11, sec. 3. Governor of state
authorized to issue bonds to Nashville & Northwestern Railroad
Company to the extent of 200,000.

8. Acts 1867-68, ch. 17, sec. 11, p. 14. Governor author-
ized to issue bonds to the Nashville & Northwestern Railroad
Company to the amount of $35 0,000. Same act authorized
governor to issue 200,000 of bonds more to said road on its

extension from Huntingdon to Jackson.
All of these acts were not taken advantage of.

6. Nashville & Northwestern Railroad Company allowed to
run cars upon tracks of Nashville & Memphis Railroad
Company, and Memphis, Clarksville & Louisville Rail-
road Company, how.

SEC. 7. . . . It is further provided, that the Nashville
& Northwestern Railroad Company, from the point of intersec-
tion either with the Nashville & Memphis Railroad Company,
or the Memphis, Clarksville & Louisville Railroad Company,
shall have the same right, power, and privilege to run their
cars upon the tracks of either of said roads as is provided in
the act chartering the Memphis & Charleston Railroad Com-
pany at the point of intersection of said company with the
Nashville & Chattanooga Railroad Company; And provided
also, That the subscriptions made to the Nashville & North-
western Railroad Company between Nashville and the Tennes-
see river shall be expended on that part of the road until fin-
ished, and the subscriptions west of the Tennessee river shall
be expended between the Tennessee and Mississippi rivers until
the road is there finished; and the Nashville & Northwestern
Railroad Company shall have, from the passage of this act,
four years within which to complete the first thirty miles of
said road, as provided by the act of February 11, 1852. (Acts
Tenn., 1853-54, ch. 132, sec. 7 ; passed December 16, 1853.)

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 115

DECREES.

Chancery court amendment to charter of Nashville & North-
western Railroad Company; name changed; other amend-
ments.

NASHVILLE & CHATTANOOGA RAILROAD COMPANY, Ex PARTE.

IN ClIANCKRY AT NASHVILLE, T.KNX.

Petition for change of name of, and amendments to, the
charter of the Nashville & Northwestern Railroad Company,
No. 7109.

This cause was heard this fourteenth day of May, 1872, be-
fore the Honorable Edward H. East, chancellor, presiding in
the chancery court for the county of Davidson, State of Ten-
nessee, upon the petition filed in this cause on March 9, 1872
(enrolled, p. 285, book No. 1), when it appeared to the court:

That on March 11, 1872, the clerk and master of this court
caused a publication to be made for thirty days in the Repub-
lican Banner, a newspaper published in the city of Nashville,
Tennessee, which publication was in the words following:

No. 7109.

IN CHANCERY AT NASHVILLE.
STATE OF TENNESSEE,

OFFICE CLERK AND MASTER CHANCERY COURT.

NASHVILLE, March 11, 1872.

WHEREAS, The Nashville & Chattanooga Railroad Company,
on March 9, 1872, filed its petition in the chancery court at
Nashville, praying that it, as purchaser of the Nashville &
Northwestern Railroad Companyj be substituted to all rights,
privileges, and immunities, and subject to all the liabilities of
the act of incorporation under which said Nashville & North-
western Railroad Company was organized, and the acts amenda-
tory thereof, and that the name of said company be changed
to, and be hereafter known as, the "Nashville, Memphis & St.
Louis Railway/' and that the charter granted to said Nashville
& Northwestern Railroad Company be ordered and changed,
and that a decree be pronounced by said court granting said
alterations, changes, and amendments, which are as follows, viz. :

116 DECREES RELATING TO NORTHWESTERN BRANCH

1. For the purpose of establishing and maintaining a com
munication by railroad between Nashville and the Mississippi
river, the formation of a company is hereby authorized, which
shall be a body corporate by the name and style of the " Nash-
ville, Memphis & St. Louis Railway," and by this name shall
lie capable of buying, receiving by gift, holding, selling, and
conveying real and personal estate, making contracts, suing
and being sued, making by-laws, and doing all other acts,
properly incident to a corporation, and necessary and proper
to the transaction of the business for which it is incorporated,
and to have and use a common seal, which it may alter or de-
stroy, at its pleasure, and have perpetual succession of members.

2. The capital stock of said company shall consist of eighteen
thousand shares of one hundred dollars each, and the capital
stock may be increased at any time by the board of directors,
two-thirds of the number of directors agreeing thereto, to
such an amount as the board of directors may determine.

3. The affairs of said corporation shall be managed by the
board of directors, for the time being, of the Nashville & Chat-
tanooga Railroad Company, by which the president and such
other officers, as may be determined by the by-laws, shall be
elected or appointed, as may be prescribed by the by-laws.

4. All contracts authenticated by the board shall be binding
on the corporation without seal, and such other modes of au-
thentication may be used as the by-laws may prescribe.

5. Said corporation shall have exclusive right of transporta-
tion or conveyance of persons, goods, or merchandise and
produce over the railroad by it controlled and managed or con-
structed. The cost of transportation or conveyance shall not
exceed thirty-five cents per hundred pounds on heavy articles,
and ten cents per cubic foot on articles of measurement, for
every hundred miles, and five cents per mile for every passen-
ger, and said corporation may farm out its rights of transpor-
tation subject to said rates.

6. The stocks of said company may be transferred in such
manner and form as may be directed by the by-laws of said
corporation.

NASHVILLE, CHATTANOOGA A 8T. LOUIS RAILWAY. 117

7. Stockholders may vote in person or by proxy, and, in
voting on all questions that may l>e submitted to the decision of
the stockholders, such stockholders shall be entitled to one vote
for each share of stock owned by him or her.

8. The said corporation shall possess and enjoy all the rights,
privileges, and immunities to which the Nashville <fe Northwes-
tern Railroad Company are or were entitled by sections twenty,
twenty-one, twenty-two, twenty-three, twenty- four, twenty-
five, twenty-six, twenty-seven, twenty-eight, twenty-nine,
thirty, thirty-one, thirty-two, thirty-three, of the Acts of the
general assembly of the State of Tennessee, ch. 76, passed the
twenty -second of January, 1852, entitled an "Act to incorpo-
rate the Nashville & Northwestern Railroad Company."

9. The capital stock of said corporation shall be forever ex-
empt from taxation, and the road, with all its fixtures and ap-
purtenances, including workshops, warehouses, and vehicles of
transportation, shall be exempt from taxation for the period of
twenty years from the formation of said corporation.

10. The said corporation may construct such branches and
extensions of the present line of railroad as may from time to
time be determined by its board of directors.

11. The board of directors may, from time to time, two-
thirds of all the directors thereof agreeing thereto, cause to be
issued the bonds of said corporation for such amounts, not
exceeding twenty thousand dollars per mile of the entire rail-
road operated and controlled by it, as may be necessary, in the
opinion of said directors, to carry into successful operation the
objects and purposes of said corporation.

The board of directors of said corporation may, two-thirds
of all the directors agreeing thereto, extend its line of railroad
to such points as may be determined by said board, and for this
purpose may acquire, by purchase or lease, other railroads, as
may from time to time l>e determined by said board.

It is therefore ordered that all persons who desire to resist
the granting of said amendment and alteration to said charter,
as above indicated, or to the prayer of the petition, do make
their appearance herein, on or before the first Monday in April

118 DECREES RELATING TO NORTHWESTERN BRANCH

next, 1872, and then and there show cause, if any they have
or can, why the prayer of said petition should not be granted
and said charter amended, and that a copy of this order be
published for thirty days in the Nashville Republican Banner.

A copy attest: NATHANIEL BAXTER, JR.,

FOGG, WHITESIDES & FRIZZELL, Clerk and Master.

Solicitors for Petitioners.

It also appeared that no person has appeared to show cause
why the prayer of said petition should not be granted. It also
appeared that under decree pronounced by this court, in the
cause therein pending of the State of Tennessee v. The Edge-
field <& Kentucky Railroad Company and others, the petitioner,
the Nashville & Chattanooga Railroad Company, became the pur-
chaser of the franchises and property, and of the interest of
the state in the Nashville & Northwestern Railroad Company,
incorporated by the general assembly of Tennessee, and oper-
ating a railroad from Nashville, in said state, toHickman, in the
State of Kentucky, and that the petitioner desires that the name
of said Nashville & Northwestern Railroad Company may be
changed as hereinafter provided, and that the privileges granted
the said Nashville & Northwestern Railroad Company in the
act of incorporation and the acts amendatory thereof, be
altered and changed as set forth in said petition, and that peti-
tioner, as purchaser, may be substituted to all the rights and
privileges, and subject to all the liabilities of the act incorpo-
rating the Nashville & Northwestern Railroad Company.

And the court being satisfied of the propriety of the changes
asked for, doth, in pursuance of the powers vested in courts of
chancery by par. 22, sec. 15, of ch. 54 of the acts of the gen-
Vests rights era ^ assembly of the State of Tennessee, approved
etc. nC in i is es & c. January 30, 1871, order, adjudge, and decree that
the said Nashville & Chattanooga Railroad Com-
pany, as purchaser as aforesaid, be, and the same is hereby, sub-
stituted to all the rights, privileges, and immunities, and sub-
ject to all the liabilities, of the act of incorporation under which
the said Nashville & Northwestern Railroad Company was or-
ganized, and the acts amendatory thereof, and that the name

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 119

of said company l>e changed to that of the " Nash-
ville, Memphis & St. Louis Railway," and the
privileges granted the same by the acts aforesaid be altered
and changed so that, including such portions of said acts of
said corporation as are not changed by this decree, the same
shall read as follows:

1. Name, style, and general powers. For the purpose of

establishing and maintaining a communication by railroad be-
tween Nashville, Tenn., and the Mississippi river, the forma-
tion of a company is hereby authorized, which shall be a body
corporate by the name and style of the "Nashville, Memphis
& St. Louis Railway," and by this name shall be capable of
buying, receiving by gift, holding, selling, and conveying real
and personal estate, making contracts, suing and l>eing sued,
making by-laws, and doing all the other acts properly incident to
a corporation, and necessary and proper to the transaction of the
business for which it is incorporated, and to have and use a com-
mon seal, which it may alter and destroy at its pleasure, and
have perpetual succession of members.

2. May increase capital stock. The capital stock of said

company shall consist of eighteen thousand shares of one hun-
dred dollars each, and the capital stock may be increased at any
time by the board of directors, two-thirds of the entire num-
ber of directors agreeing thereto, to such an amount as the
board of directors may determine.

3. May be managed by Nashville & Chattanooga Railroad

Company. The affairs of said company shall )>e managed by
the board of directors for the time being of the Nashville &
Chattanooga Railroad Company, by which the president and
such other officers as may be determined by the by-laws shall
be elected or appointed as may l>e prescribed thereby.

4. Contracts of president binding without seal. All con-
tracts authenticated by the president of the board shall l>e bind-
ing on the company without seal, and such other mode of au-
thentication may be used as the by-laws may prescribe.

5. Rates of toll and rights relating thereto. Said company

shall have the exclusive right of transportation or conveyance

120 DECREES RELATING TO NORTHWESTERN BRANCH

of persons, goods, and merchandise and produce over the rail-
road bv it controlled and managed or constructed. The cost

of transportation or conveyance shall not exceed thirty-five
cents per hundred pounds on heavy articles and ten cents per
cubic foot on articles of measurement for every hundred miles,
and five cents per mile for every passenger, and said company
may farm out its right of transportation subject to said rates.

6. StOCk transferable. The stock of said company may be
transferred in such manner and form as may be directed by its
by-laws.

7. Manner Of voting. Stockholders may vote in person or
by proxy, and, in voting on all questions which may be submitted
to the decision of the stockholders, each stockholder shall be en-
titled to one vote to each share of stock owned by him or her.

8. May construct road or branches along public roads and

water Courses. Said company shall have the right, when nec-
essary, to construct its road, or any branch thereof, across or
along any public road or water course, provided said road and the
navigation of such water course shall not be thereby obstructed.

9. May purchase bridges and turnpikes. Said company

may purchase, have, and hold any bridge or turnpike or other
road over which it may be necessary to pass, and, when such
purchase is made, to hold the said bridge or turnpike, or other
road, on the same terms and with all the rights which belong
to the individual or corporation from which such purchase may
be made.

10. Right Of way, how acquired. When any lands or right
of way may be required by said company for the purpose of
constructing its road or any branch thereof, and for want of
agreement as to the value thereof, or from any other cause, the
same cannot be purchased from the owner, the same may be
taken at a valuation to be made by five commissioners, or a
majority of them, to be appointed by the circuit court of the
county where some part of the land or right of way is situated,
and the said commissioners, before they act, shall severally
take an oath before some justice of the peace, faithfully and
impartially to discharge the duties assigned them. In making

NASHVILLE, CHATTANCXX5A & ST. LOUIS RAILWAY. 121

the said valuation, the said commissioners shall take into con-
sic It-ration the loss or damage which may occur to the owner of
the land in consequence of the land being taken or the right of
way surrendered, and also the benefit and advantage he, she,
or they may receive from the erection or establishment of the
railroad or work, and shall state particularly the nature and
amount of each, and the excess of loss and damage over and
above the benefit and advantage, shall form the measure of valua-
tion of the said land or right of way. The proceedings of said
commissioners, accompanied with a full description of the said
land or right of way, shall be returned, under the hands and
seals of a majority of the commissioners, to the court from
which the commission issued, there to remain a matter of record.
In case either party to the proceeding shall appeal from the
valuation to the next term of the court granting the commission,
and give reasonable notice to the opposite party of such appeal,
the court shall order a new valuation to be made by a jury,
which shall be charged therewith at the same term, or as soon
as practicable, and their verdict shall be final and conclusive
between the parties unless a new trial shall be granted, and the
lands or right of way so valued by the commissioners or jury
shall vest in the said company in fee simple so soon as the valua-
tion shall be paid, or, when refused, may be tendered to the
extent of two hundred feet wide. When there may be an appeal,
as aforesaid, from the valuation of the commissioners by either
of the parties, the same shall not prevent the work intended to
be constructed from proceeding, but where the appeal is by the
company requiring the surrender, it shall be at liberty to pro-
ceed with its work only on condition of giving to the opposite
party a bond with good surety, to be approved by the clerk
of the court where the valuation is returned, in a penalty equal
to double the said valuation and interest in case the same may
be sustained, and, in case it be reversed, for the payment of the
valuation thereafter to be made by the jury and confirmed by
the court.

11. Right of way in absence of contract. In absence of

any contract with the said company in relation to lands through

122 DECREES RELATING TO NORTHWESTERN BRANCH

which its road or any branch thereof may pass, signed by the
owner thereof, or by its agent, or any claimant or person in
possession thereof, which may be confirmed by the owner
thereof, or by his agent, or any claimant or person in posses-
sion thereof, which may be confirmed by the owner, it shall be
presumed that the land upon which said road or branch may be
constructed, together with a space of one hundred feet on each
side of the center of said road, has been granted to the com-
pany by the owner thereof, and the said company shall have
a good right and title thereto, and shall have, hold, and enjoy
the same as long as the same may be used only for the pur-
poses of the road and no longer, unless the person or persons
owning the said land [at the time that part of the road which
may be on said land] was finished, or those claiming under
him, her, or them, shall apply for an assessment of the
value of said lands as hereinbefore directed, within five years
next after that part of said road was finished; and in case the
said owner or owners or those claiming under him, her, or
them, shall not, within five years after the said part was fin-
ished, apply for such assessment, he, she, or they shall be for-
ever barred from recovering said land, or having any assess-
ment or compensation therefor; Provided, Nothing herein con-
tained shall affect the right of feme covert or infants, under two
years after the removal of their respective disabilities.

This section is a literal copy of sec. 25 of the original charter of the
Nashville & Northwestern Railroad Company, and the words placed in
brackets were omitted in the decree, and are now supplied for what it is
worth.

12. Intrusion, penalty. If any person shall intrude upon
the said railroad, or any part thereof, by any manner of use
thereof, or of the right and privileges connected therewith,
without the permission or contrary to the will of said company,
he, she, or they shall forthwith forfeit to the said company all
the vehicles that may be intruded on said road, and the same
may be recovered by suit at law, and the person or persons so
intruding may also be indicted for a misdemeanor, and, upon
conviction, fined or imprisoned, or both, by any court of com-
petent jurisdiction.

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 123

13. MaliciOUS injury, hOW punished. If any person shall
willfully or maliciously destroy or in any manner hurt, dam-
age, or obstruct the said railroad, or any bridge or any ve-
hicles used for or in transportation thereon, shall be liable to
be indicted therefor, and, on conviction, shall be imprisoned
not more than six nor less than one month and pay a tine of
not less than twenty ($20) dollars, and shall be further liable
to pay all the expenses of repairing the same, and it shall not
be competent for any person so otfending against the provisions
hereof to defend himself by pleading or giving in evidence that
he was the owner or agent or servant of the owner of the land
where such destruction, hurt, damage, injury or obstruction
was done or caused at the time the same was caused or done.

i-t. Obstruction a public nuisance. Every obstruction to

the safe and free passage of vehicles on the said road, or any
branch thereof, shall be deemed a public nuisance and may be
abated as such by any officer, agent, or servant of the company,
and the persons causing such obstruction may be indicted and
punished for erecting a public nuisance.

15. Rates Of Storage. Said company shall have the right
to take in the storehouses they may establish all goods, wares,
merchandise, and produce intended for transportation, prescribe
the rules of priority, and charge and receive such just and rea-
sonable compensation for storage as they, by rules, may estab-
lish (which they shall cause to be published) or as may be
affixed by agreement with the owner, which may be distinct
from the rates of transportation; Prnvideil, Said company
shall not charge or receive storage on goods, wares, or pro-
duce which may l>e delivered to it at its regular depositories,
for immediate transportation, and which the company may
have the power of transporting immediately.

16. Dividends, hOW paid. The profits of the company, or
so much thereof as the board of directors may deem advisable,
shall, when the affairs of the company will permit, l>e semi-
annually divided among the stockholders in proportion to the
stock each may hold.

17. Banking prohibited, may insure. Said company is

124 DECREES RELATING TO NORTHWESTERN BRANCH

hereby expressly prohibited from carrying on any banking-
operations, but may effect insurance on lives and property
transported on the road.

is. Duty in crossing roads and lands. Whenever, in the

construction of said road, or any branch thereof, it shall become
necessary to cross or intersect any established road or way, it
shall be the duty of the company to construct said road across
such established road or way so as not to impede the passage or
transportation of persons or property along the same, or where
it shall be necessary to pass through the land of any individual,
it shall be the duty of said company to provide for such indi-
vidual a proper wagon way or ways across said road from one
part of his land to another.

19. Exemption from road and military duty. The presi-
dent, directors, clerks, agents, officers, and servants of said
company shall be exempt from military duty, except in cases
of invasion or insurrection, and shall also be exempt from
serving on juries and working on public roads.

20. Exemption from taxation. The capital stock of said
company shall be forever exempt from taxation, and the road,
with all its fixtures and appurtenances, including workshops,
warehouses, and vehicles of transportation, shall be exempt
from taxation for the period of twenty years from the comple-
tion of the road, and no longer.

21. May Construct branch roads. Said company may con-
struct such branches and extensions of its present line of rail-
road as may from time to time be determined by its board of
directors.

22. Bonds may be issued. The board of directors of said
company may, from time to time, two-thirds of all the directors
thereof agreeing thereto, cause to be issued the bonds of said
company for such amounts, not exceeding twenty thousand dol-
lars per mile of the entire railroad operated and controlled by
it, as may be necessary, in the opinion of said board of directors,
to carry into successful operation the objects and purposes of
said corporation.

23. May purchase, lease, or construct lines. The board of

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 125

directors of said company may, two-thirds of all the directors
thereof agreeing thereto, extend its line of railroad -to such
points as may be determined by said board, and for this pur-
pose may acquire by purchase or lease other railroads, or con-
struct new lines of railroad as may, from time to time, be de-
termined by said board.

24. Additional powers. Said company shall possess such ad-
ditional powers as may be convenient for the due and successful
execution of the powers granted hereby, and for the successful
construction and management of the work.

It is further ordered that the Nashville & Chattanooga Rail-
road Company pay the costs of this proceeding, for which
execution may issue, and when the same shall be paid, the clerk
and master will issue a certified copy of this decree for regis-
tration.

Decree entered in minute book "V," pp. 185-192 of chan-
cery court at Nashville, Tenn., May 14, 1872.

There is no question but that the chancery court had authority to
change the name of the company as before explained, but, as to the
other amendments, see discussion herein of "chancery court amend-
ments." Refer to index.

ACTS OF KENTUCKY RELATING TO THE NASH-
VILLE & NORTHWESTERN RAIL-
ROAD COMPANY.

1. Charter of Nashville & Northwestern Railroad Company

granted by the State of Kentucky.
SECTION i. Incorporation, general powers. #<? it enacted

by tli? Commonwealth of Kentucky ^ That an act to incorporate
the Nashville & Northwestern Railroad Company, passed by
the legislature of the State of Tennessee on the twenty-second
of January, 1852, together with the several amendments thereto
made by the said legislature of the State of Tennessee, passed
February 28, 1852, and February 15, 1854 [this act then sets
out the charter of the road, as passed by the legislature of
Tennessee, which is omitted here for economy. See Tennessee
charter, in preceding chapter], be, and the same are hereby,
re-enacted and adopted, with all the privilege*, jfamoAtMf, pmr-

126 ACTS RELATING TO NORTHWESTERN BRANCH

er$, and responsibilities conferred and granted by said charter,
so far as. the same are applicable and not inconsistent with the
constitution of Kentucky, to enable the said Nashville & North-
western Railroad Company to continue their line of railway to
the city of Hickman, in Fulton county, Kentucky. This act
to take effect from its passage. (Acts Ky. , 1856; passed March
8, 1856.)

1. This act made the Nashville & Northwestern Railroad Company a
domestic corporation of Kentucky.

The fact, however, that the Nashville, Chattanooga & St. Louis Rail-
way subsequently purchased it would not make the latter corporation a
domestic one there. The Nashville. Chattanooga & St. Louis Railway
is a foreign corporation in Kentucky, though it operates this road, with
all its franchises, in that state. For franchise rights, privileges, etc., of
this road, see Tennessee charter, in preceding chapter.

2. The acts referred to in the above act, as having been passed by the
legislature of Tennessee on February 15, 1854, was passed on February
1, 1854.

3. For the two acts referred to above as having been passed by the
legislature of Tennessee on February 28. 1852. and February 1, 1854, see
Acts of Tennessee relating to Nashville & Northwestern Railroad Com-
pany, preceding.

4. The above act of Kentucky was amended by act passed February
17, 1868. See act immediately following.

2. Charter re-enacted; State of Tennessee given statutory
lien on that part of road in Kentucky as security for
bonds issued, when.

SECTION 1. Be it enacted by the General Assembly of the
Commonwealth of Kentucky, That the act approved March 8,
1856, entitled ' ; An act to incorporate the Nashville & North-
western Railroad Company,'' be, and the same is hereby, re-
enacted, with all the rights, privileges, and immunities con-
ferred on said company by said act.

SEC. 2. That the statutory lien reserved by the State of Ten-
nessee for the security of the bonds of said state heretofore or
hereafter to be issued to said Nashville & Northwestern Rail-
road Company, and the accruing interest on the roadbed, right
of way, grading, bridges, and masonry, upon all the uncol-
lected stock subscribed to such road, and upon the iron rails,

chairs, spikes, and equipments on the whole road,
Lien.

superstructure, equipments and rolling stock, as

far as completed or acquired, and upon all property owned by
the company or incident to or necessary for its business, as

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 127

well us such property and effects hereafter acquired, as the
property and effects now owned and Assessed, be, and the
same is hereby, extended to the property of said company in
the State of Kentucky, or which may hereafter be brought
into this state, and the State of Tennessee may enforce its said
lien at any time on said property and effects by proper pro-
ceedings in the courts of this state, without security, How JJen
except for costs, and have the same delivered up to enforce(1 -
it, whether the road is still run by the Nashville & Northwest-
ern Railroad Company, and the affairs of the company managed
by said company, or by the state, or some receiver, or other
officer appointed by the state authorities, or the courts of Ten-
nessee.

SEC. 3. That this act shall be and inure as a statutory lien
in the State of Kentucky, without either registration or record,
upon all the property and effects of every nature statutory
and kind now owned or which may hereafter be llen-
acquired by said Nashville & Northwestern Railroad Company
in favor of the State of Tennessee for the security of its bonds
issued to the said company or in aid thereof, and of the interest
accruing thereon.

SEC. 4. Nothing contained in this act shall be construed so
as to defeat any bona Jidn lien now held by any citizen of the
State of Kentucky on that part of the Nashville &
Northwestern Railroad, roadbed, right of way,
grading, bridges, and masonry, situate, lying, and being within
the territorial limits of the State of Kentucky, except so far as
the same may be enhanced in value by bonds hereafter issued
to said railroad company by the State of Tennessee. This act
to take effect from and after its passage. (Acts Ky., 1$6S;
passed February 17.)

See 7 Hush (Ky.), 118.

3. Hickman & Obion Railroad Company authorized to sell
their road to Nashville & Northwestern Railroad Com-
pany.

Be it enacted, That the charter of the Hickman & Obion Rail
road Company be so amended as to authorize the board of direct-

128 ACTS RELATING TO NORTHWESTERN BRANCH

ors of said company to sell their road absolutely to the Nash-
ville & Northwestern Railroad Company of Tennessee; Provided,
That no sale made by said board shall be binding on the stock-
holders, unless the same shall be submitted to a special meeting
of the stockholders and shall be voted for by a majority in in-
terest of said stockholders. (Acts Ky., 1855-56, ch. 142, p.
281; approved February 9, 1856.)

The Hickman & Obion Railroad Company was chartered by Acts Ky.,
1853-54, ch. 781, p. 348, and by Acts Tenn., 1853-54, ch. 307, p. 683. The
two acts are identical. See Tennessee charter heretofore inserted in
this chapter as a note to ActS'Tenn., 1855-56, ch. 3, authorizing the Nash-
ville & Northwestern Railroad Company to purchase or lease the Hick-
man fe Obion Railroad.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 129

CHAPTER V.

THE TENNESSEE A PACIFIC RAILROAD COMPANY.
(LEBANON BRANCH.)

The capital stock in this road was purchased by the Nashville, Chattanooga A St. Louis
Railway before'its purchase of the Winchester A Alabama Railroad, and hence its charter
and acts relating thereto are first inserted, though the deed to the road was not executed
until several months after the execution of the deed to the Winchester A Alabama Railroad,

How acquired by Nashville, Chattanooga & St. Louis Rail-
way. The Tennessee & Pacific Railroad was sold to the Nash-
ville, Chattanooga & St. Louis Railway on October 1, 1877, in
pursuance of a resolution of the stockholders of said Tennessee
& Pacific Railroad Company, adopted at their convention at
Nashville on September 12, 1877, and that of its directors,
passed on the first day of October, 1877. The deed to the same
is on record in the register's office of Davidson county, Ten-
nessee, in book 58, p. 537. It is also inserted in this compila-
tion. See next chapter.

A resolution had previously been adopted by the Nashville,
Chattanooga & St. Louis Railway, September 12, 1877, rati-
fying the purchase.

Prior to the date of this conveyance the entire capital stock
of the Tennessee & Pacific Railroad Company, with possibly a
small exception, was owned by the counties of Davidson and
Wilson. The majority was owned by Davidson county. This
stock was also purchased by the Nashville, Chattanooga & St.
Louis Railway Company from said counties, as will fully appear
from the records in the county court of Wilson county, in
minute book "E," pp. 302-5, and pp. 348-51.

Previous to the purchase of the road and stock by the Nash-
ville, Chattanooga <& St. Louis Railway, as above set out, the
Tennessee & Pacific Railroad Company had l>ecome indebted to
the State of Tennessee for bonds indorsed by its governor to
aid in its construction. This indebtedness was secured by a

130 HISTORICAL SKETCH OF THE LEBANON BRANCH

statutory lien or mortgage on the road. On March 28, 1872,
the legislature of the state passed an act [Acts 1872, p. 27, ch.
6, ex. ses.], authorizing this indebtedness to be compromised
upon the payment by the board of directors of said road of
$300,000 in bonds of the state, with coupons since January,
1871, attached, one-fourth cash, or twenty days thereafter, and
the balance in one, two, and three years thereafter. The
Nashville, Chattanooga & St. Louis Railway, under and by
virtue of this act, subsequently settled with the State of Ten-
nessee, paying the $300,000, as provided therein, and thus
secured a clean title to the road. The said Act of 1872 is in-
serted in the next chapter.

1. Legality of the purchase of the road. The purchase of this rail-
way by the Nashville. Chattanooga & JSt. Louis Railway was legal.
Under the Acts of Tennessee, 1871, ch. 69, which superseded the Acts of
1871, ch. 22, it was provided that ''every railroad corporation in this
state, whether created under a general or special law, shall have the
power to acquire, by purchase or other lawful contract, and have, hold,
xise, and operate any railroad, with its francliises, belonging to any other
railroad corporation."

2. Legality of the purchase of the stock. The purchase of this stock
by the Nashville, Chattanooga & St. Louis Railway was also legal,
tinder the Acts of Tenn.. 1869-70, ch. 49, sec. 4, ail railroad companies
of this state were allowed to subscribe for or purchase the stock and
bonds, or either, of any other railroad company, when their roads con-
nected iJircctly or by intervening railroads.

3. Consideration. For the consideration paid for the road, see deed
to same, in next chapter.

4. The ownership of the stock by Wilson and Davidson counties
legal. Hy Acts Tenn., 1868-9. ch. 11, p. 93. sec. 29, Wilson and Davidson
counties were authorized to subscribe for stock in the Tennessee & Pacific
Railroad Company.

What franchises, etc., passed under this sale. in addition

to the road and other property conveyed, the deed specifically
transferred all the rights, privileges, immunities, franchises,
and easements of said Tennessee & Pacific Railroad Company
to the Nashville, Chattanooga & St. Louis Railway. These
rights, privileges, immunities, and franchises are largely set
out in the charter of the said Tennessee & Pacific Railroad
Company, but it will be noticed that section 15 of said charter
also conveys to the company all the rights, easements, and
franchises of the Nashville cfc Chattanooga Railroad Company.
This being so, the latter company, as a lawful purchaser, is
now entitled, on that line of road, to all the rights, privileges,

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 131

and franchises contained in its own charter as well as that of
the Tennessee & Pacific Railroad Company.

1. The legislature, in granting a charter to one railway, may lawfully
confer upon it all the rights, easements, and franchises of another by
simply referring to it in the manner that this was done. See 8 Lea, 427.

ti. For franchises, etc., contained in charter of Nashville & Chatta-
nooga Kailroad Company, see chapter 1. See, also, discussion herein
under Eminent Domain, Right of Way. liefer to index.

Width Of right Of way. As sec. 15 of the charter of the
Tennessee & Pacific Railroad Company conferred upon it all
the rights, easements, and franchises of the Nashville & Chatta-
nooga Railroad Company, the latter company, as the lawful
purchaser thereof, is now entitled, over the line of this road
from Nashville to Lebanon, to all the rights and privileges
conveyed in sees. 23 and 24- of its own charter, which give a
hundred feet on each side of the center of said road, when nec-
essary for railway purposes, in the absence of any contract with
the original landowner to the contrary. 5 Pickle (Tenn.), 293.

For a discussion of this and kindred subjects, together with the right
and method of taking more than one hundred feet on each side of the
road, when necessarj-. for railroad purposes, see Eminent Domain. Ritjht
of Way, herein. Refer to index.

Where Tennessee & Pacific Railroad Company incorporated ;

termini. The Tennessee & Pacific Railroad Company was char-
tered by the State of Tennessee, Acts 1865-66, ch. 88, p. 252,
the eleventh section of which provided that the said road should
be located on the nearest and most practicable route from
Knoxville to Nashville, and from Nashville to Jackson, and
from Jackson to Memphis.

Distance built when purchased by Nashville. Chattanooga

& St. Louis Railway. Only the road from Nashville to Leba-
non was completed when purchased, and no extension has since
been made under this charter.

ORIGINAL CHARTER OF THE TENNESSEE &
PACIFIC RAILROAD COMPANY.

[Acts Tenn., 1865-06, ch. 88, p. 252.]

SECTION i. Incorporation, name, general powers. Be it

enacted by the General Assembly of the State of Tennessee, That
the formation of a company is hereby authorized which, when

132 ORIGINAL CHARTER OF THE LEBANON BRANCH

formed, shall be a body corporate by the name and style of the
"Tennessee & Pacific Railroad Company," and by such cor-
porate name shall be capable in law to buy, receive by gift,
hold, sell, and convey real and personal estate as hereinafter
provided, make contracts, sue and be sued, to make by-laws,
and do all lawful acts properly incident to corporations and to
the business for which it is hereby incorporated, and to have
and use a common seal, the same to destroy at its pleasure,
and shall have succession for ninety-nine years of members as
hereafter provided.

The corporate existence of this company has ceased, though its rights,
privileges, and franchises are possessed and exercised by the Nashville,
Chattanooga & St. Louis Railway. For its general powers, see chapter
1, herein.

SEC. 2. Value of shares, books opened, commissioners.^*

it further enacted, That books for the subscription of two hun-
dred thousand shares of the capital stock of said

Stock, books

company of fifty dollars each shall be opened on
the first Monday of 1866, and shall be kept open for one hun-
dred days, Sundays excepted, between the hours of ten o'clock
in the morning and four o'clock in the evening of each of those
days at the following places and by the following named per-
where o ened sons: At Nashville, Tennessee, Joseph W. Allen,
and by whom.' M Burns, A. Nelson, A. B. Shankland, A. V. S.
Lindsley, Sam. J. Carter, T. D. Fite, W. M. Cook, A. G.
Sanford, A. Halitton, John Kirkman, Jacob McGavock, A. H.
Stephens, J. P. Campbell, J. W. Paramore, N. Derby, -
Budake, and H. G. Scovel; at Lebanon, Wilson county, Dr.
John D. Owens, Sam. Matley, Win. M. Faurt, J. R. Davis,
Matthew Hawkins, T. W. Edwards, William B. Campbell, and
B. J. Tarver; at New Middleton, Smith county, B. F. C.
Smith, Sterling Ward, James G. Bridges, James Burnett, M.
D. Mason, John Yeton, and E. Upton; at Alexandria, DeKalb
county, William Floyd, T. J. Ford, W. L. Waters, and John
D. Furan; at Cookeville, Putnam county, Holland Denton, B.
D. Hunter, Stephen M. Burton, - - Douglas, and James Mc-
Kinney; at Livingston, Overton county, J. D. Goodpasture,
James M. Armstrong, J. M. Goodbar; at Montgomery, Mor-

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 133

gan county, E. Miles, W. J. Scott, Elssee Burrell, and S. C.
Honeycutt; at Clinton, Anderson county, William Wallace,
John Ross, James A. Daughty, and George Leath; at Knox-
ville, Knox county, John C. Van Gilder, James Armstrong,
John Williams, Joseph Logan, James C. Luttrell, James C.
Moses, Perex Dickinson, and William Heiskell; at Sparta,
White county, George Dihril, J. F. Vass, Dr. F. Snodgrass,
H. L. Carvicke, Samuel Parker.

SEC. 3. Subscription tO StOCk, payment.^ it further en-
acted, That the said commissioners, or a majority of them, at
each of the places aforesaid, shall receive subscription for stock
in the said railroad company, during the time the said books
are hereinbefore directed to be kept open, and on each share so
subscribed, shall demand and receive one dollar, without which
the subscription shall be void.

SEC. 4. Deposit of money ; commissioners ; incorporation

perfected, When. Be it further enacted, That as soon as the
time for receiving subscription aforesaid shall have expired,
the said commissioners shall respectively dejwsit all D eDOS j t | n
the money so received by them in some national bank-
bank doing business in this state, to the credit of the Tennessee
& Pacific Railroad Company, and subject to the orders of the
president and the board of commissioners hereinafter provided
for and appointed, and shall also forward a correct list of the
subscrH>ers, as well as the amount of stock each one shall have
subscribed to the stock of said company, to said board of com-
missioners, to be composed of the following persons, viz. : John
P. Campbell, John Kirkman, A. Nelson, S. E. Hare, Charles
H. Erwin, H. A. Sanford, A. Hamilton, Joseph W. Allen, J.
J. Swiggart, John 13. Johnson, J. C. Parkhurst, Commissloll .
H. A. Duncan, W. T. Berry, James Whitworth, ers<
W. L. Waiters, John W. Bowen, G. W. Keith, John C. Van-
Guilder, John Williams, Sam'l Morgan, Win. Bossen, J. W.
Paremore, A. H. Stephens, E. H. East, and Stephen M. Bur-
ton, who, or a majority of whom, shall constitute a quorum to
do business. And said commissioners, immediately after the
passage of this act, or as soon thereafter as convenient, shall

134r ORIGINAL CHARTER OF THE LEBANON BRANCH

meet in the city of Nashville, choose a president, establish rules
to govern their proceedings, appoint such other officers and
agents as they may think proper, and prescribe their duties.
They shall have power, and are hereby directed, to appoint an
agent or agents, to solicit stock in said corporation, in any
state or country; and said board of commissioners shall ascer-
tain, from time to time, the whole number of shares
Organization. . . . , , ,

taken in said company; and as soon as the number

of five thousand shares shall have been subscribed, on which
the sum of one dollar per share shall have been paid, the
Tennessee & Pacific Railroad Company shall be regarded as
formed, and thenceforth and from that date the said subscribers
of the said stock shall form a body politic and corporate in fact
and in law, by the name and for the purposes aforesaid, and in
all things to be represented by the board of commissioners
aforesaid, under a board of directors hereinafter prescribed.

SEC. 5. Commissioners survey route, when; books kept

Open, When; increase Of Capital. Be it farther enacted, That
upon the fact being ascertained of the subscription of five thou-
sand shares aforesaid, and the payment aforesaid of one dollar
per share to the stock of said company, the board
of commissioners may proceed to survey the route
of said road and estimate the cost of its construction. Never-
theless, no conclusive and binding location of said road shall be

made by the commissioners, but the same shall be left to the
determination of the first board of directors, chosen by the
stockholders in the manner hereinafter directed; and the said
board of commissioners, by themselves or agent, at such times
and places as they shall deem proper, and upon such terms as
to times and places as they may think proper, shall continue to
Additional receive additional subscriptions until the number of
subscription. R -^ v thousand shares shall have been subscribed to
the capital stock of said company; and for the residue of one
hundred thousand shares, the said corporation, when organized,
may continue, in like manner, to receive additional subscrip-
increase tions; Provided, That the directors, chosen by the

stockholders of said company in the manner herein-

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 135

after directed, shall have power to increase the number of shares
in said company to the amount necessary to complete said road.

Six . (i. President and number of directors, how chosen.

H< /f further enacted, That the affairs of said company shall be
managed by a board of fifteen directors, any eight of whom
shall constitute a quorum to do business, thirteen of whom shall
be chosen by the stockholders, in the manner hereinafter pro-
vided, and two of whom shall be appointed and commissioned
by the governor; and a president of the company shall be elected
by the directors, from their own number, in such a manner as
the board of directors may prescribe.

This road has been purchased by the Nashville, Chattanooga & St.
Louis Railway, whose directors control it as a part of its general system.
The number and method of electing- directors is therefore now controlled
by the charter of said Nashville, Chattanooga & St. Louis Railway. See
en. 1, sees. 8 and 9, herein.

SEC. 7. First election Of directors.^ it further enacted,
That at the first election for directors the board of commissioners
shall have the power to appoint three judges and two clerks,
for the purpose of holding said elections; and upon the certifi-
cates of said judges the persons so elected directors shall be
authorized to qualify as directors.

SEC. 8. Annual election of directors, powers. Be it fur-
ther enacted, That in order to continue the succession of pres-
ident and directors of said company, thirteen directors shall be
chosen annually by the stockholders of said com- Annual
pany, at such times and places as the president and electlon -
directors may designate, giving thirty days' notice of the same
in one or more newspapers published in the cities of Nashville
and Knoxville; and two directors shall be appointed and com-
missioned annually by the governor; and the directors thus
chosen and appointed of said company shall have power to ap-
point judges and clerks of all elections, and to elect a presi-
dent from among the members of said board of directors, and
to allow him such pay for his services as they may think
proper; and if any vacancy occur by death, resignation, or
otherwise, of any president or directors, before the time he
was elected for has expired, a person to fill such vacancy for

136 ORIGINAL CHARTER OF THE LEBANON BRANCH

the unexpired time shall be appointed by the president and
Powers of directors; and the president and directors shall hold
directors. an( j exercise their offices until their successors are
elected and qualified. If the time fixed by a by-law of the cor-
poration for holding the annual election of directors shall have
passed without the holding of an election for directors, the
corporation shall not be, on that account, dissolved, but it shall
be lawful on any other day to hold and make such election.

This road is now owned by the Nashville, Chattanooga & St. Louis
Railway, whose directors control it as a part of its general system. The
directors of the general system are now elected under the charter of
the Nashville, Chattanooga & St. Louis Railway. See ch. 1, sees. 8, 9, 10,
herein.

SEC. 9. Oath of president treasurer's bond. Beit further

enacted, That the president and directors, before they act as
such, shall make oath or affirmation that they will
well and faithfully discharge the duties of their
respective offices, to the best of their skill and ability; and the
said president and directors shall have power to appoint a treas-
urer of said company and to require of him a bond in such pen-
alties, with such securities, as they may prescribe,
payable to said company, and conditioned for the
faithful keeping and disbursing all money that may come into
his hands as treasurer of said company, and with such other
conditions as they may prescribe, upon which said bond a re-
covery may be had for a breach of the condition thereof by
suit in the corporate name of said company in any of the
courts of this state having jurisdiction thereof; and the board
of directors, in the absence of the president, may fill his place
by electing one of their members president pro tempore.

SEC. 10. Liability Of directors. Be it further enacted, That
the board of directors shall not exceed in their contracts the
Not to exceed amoun ^ f the capital of the corporation or the
funds the funds of the company may have bor-
rowed or the amount of the state aid hereinafter provided for
and which may be placed at the disposal of the board; and, in
case they should do so, the president and directors, at any
meeting at which the contracts so exceeding the amounts afore-

NASHVILLE, CHATTANOOGA A 8T. LOUIS RAILWAY. 137

said, and voting for the same, and not voting against

Liability.

it, shall be jointly and severally liable for such ex-
cess, l>oth to the contractors and corporation.

For the liability of directors of the general system of which this road
now forms a part, see charter of Nashville, Chattanooga & St. Louis
Railway, sec. 12.

SEC. 11. Construction, when to commence; rate of charge;

route. Be it fartlier enacted, That said company shall have
power and may proceed to construct said railroad Whento
as sjKiedily as their means will permit, and may use a""" 1 " 1 "-
any section of said road, by them to be constructed, before the
whole is completed, subject to the same rates that
other railroads in this state are allowed by law to
charge; Provided, Said railroad shall be located on the nearest
and most practicable route from Knoxville to Nashville, and
from Nashville to Jackson, and from Jackson to
Memphis, to be ascertained by the survey herein-
before authorized and directed; and said company have the ex-
clusive right of carrying and transporting Arsons, goods, mer-
chandise, and all freight and produce, over said road by them
to be constructed, subjected to the same rates hereinbefore pre-
scribed and directed.

As to rate of charge, see notes to sec. 14 of charter of Nashville &
Chattanooga Railroad Company, chap. 1.

SEC. 12. Installments, forfeiture of shares.^ it further

enacted, That the board of directors may call for the payment
of forty-nine dollars on each share, in sums not ex-
ceeding five dollars at any one time; thirty days'
notice of which shall first be given in one or more newspapers
published in the cities of Nashville and Knoxville, and a failure
to pay after such notice, or to secure the same to be paid, ac-
cording to the rules of the company, any of the installments so
called as aforesaid, shall work a forfeiture of the share or shares
on which default shall be made, and all payments thereon; and
the same shall vest in and belong to said company; but the
board of directors may, upon the owner or owners thereof pay-
ing all arrearages on such share or shares, with all Forfe | tures
costs which may have accrued, and the interest there- etc *

138 ORIGINAL CHARTER OF THE LEBANON BRANCH

on, restore the same; or the directors may revive the forfeiture
after thirty days and sue the stockholder or stockholders, at
their discretion.

SEC. is. Transfer of stock, increase of capital. Beit fur-
ther enacted, That the stock in said company may be transferred
in such manner and form as may be directed by the by-laws of
said corporation; and said company may increase the capital
Ma increase stock to a sum sufficient to complete said railroad
capital. j-he wno j e distance between Knoxville and Mem-

phis, upon the nearest and most practicable route, to be ascer-
tained as hereinbefore provided, and to stock said railroad with
everything necessary to put it in complete operation, either by
opening books, from time to time, for new stock, or by bor-
rowing money upon the credit of the company, and in the man-
ner which it may be done in either case, shall be prescribed by
the by-laws of said corporation; and any state, citizen, or cor-
poration, or company, of this or any other state or country,
may subscribe for and hold stock in said company.

See notes to sec. 16 of charter of Nashville & Chattanooga Railroad
Company, ch. 1, herein.

SEC. 14. Qualification of officers and voters, proxy, scale

Of voting. Be it further enacted, That any person who is the

owner of one or more shares of stock, in his own right, and

who has been the owner of the same three months (except at

Eligibility ^ e ^ rs ^ e l ec ti n )> shall be eligible to hold any office

in said company; and every person must have owned

the share or shares, on which he offers to vote, at least three

months, except at the first election; and stockholders may vote

in person or by proxy, given in writing, and in

voting for directors, or on any question which may

come before a meeting of the stockholders, or which may be

submitted to the stockholders in any other manner, the owner

of one or more shares shall be entitled to one vote for each

share he, she, or they may own.

See notes to sees. 19 and 20 of charter of Nashville & Chattanooga
Railroad Company, ch. 1, herein.

SEC. 15. Right of way, condemnation; Nashville & Chat-
tanooga charter applies, when; storage. Be it further en-

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 139

acted. That the right of way is hereby granted to

, Right of way.
said corporation, to have and to hold in fee, or for

a term of years, any lands, tenements, or hereditaments which

IIKIV l>e necessary to said road or appurtenance

Real estate,
thereof, or for the erection of depot houses, or

storehouse or houses, or offices for the officers and servants or
agents of the company, or for workshops or foundries to he
used for the said company, or for procuring rock, stone, tim-
ber, earth, and gravel, water, and all materials necessary for
the construction of the road and its appurtenances, and for ef-
fecting transportation thereon; and where any land or right of
way may he required by said company for the purpose of con-
structing said road, and, for the want of agreement or for any
other cause the same cannot be purchased from the owner or
owners thereof, the same may be taken at a valua-
tion to be ascertained in the way, and with the same
rights, conditions, and liabilities, as is especially provided and
enacted in the act chartering and incorporating the Nashville &
Chattanooga Railroad Company, and all the rights, easements,
and franchises, and all the liabilities to and held by the said
Nashville & Chattanooga Railroad Company shall be held, pos-
sessed, and exercised, and are hereby granted, to Rlghts of N
the company which it is intended by this act to in- C.*st. L. Ry.
corporate, including the right to take and store all goods, wares,
merchandise and produce intended to be transported over said
road, provided said company shall not charge stor- Stora _ e
age on goods, wares, merchandise, and produce char * es -
which they receive in store to be transjK>rted over said road,
but shall be allowed to charge the usual rates of storage on all
freights received for delivery, after giving the assignee or as-
signees ten days' notice of the reception of such freights.

Status of the right of way on this branch now. It will he noticed,
as one of the peculiarities of this charter, that the right of way was first
granted to the company. It then provided, and which is the most val-
uable part of the charter, that " if, for want of an agreement or for any
other cause, the right of way cannot be purchased, the same may be
taken at a valuation to be ascertained in the way, and with the same
rights, conditions, and liabilities, as is provided and enacted in the char-
ter of the Nashville it Chattanoog-a Railroad Company." etc. This was
a very vahiable franchise, and confers upon the Nashville, Chattanooga

140 OKIGINAL CHARTER OF THE LEBANON BRANCH

& St. Louis Railway, which company has subsequently purchased the
property, road, franchises, etc., of this railway, the right to one hundred
feet on each side of the center of the road, when necessary for railway
purposes, in the absence of any written agreement with the original
landowner to the contrary.

See full discussion of this in notes to sees. 24 and 25 of the charter of
the Nashville & Chattanooga Railroad Company, ch. 1, herein.

SEC. 16. Dividends, banking, and insurance. Beit further

enacted, That the profits of said company, or as much thereof
as the board of directors may deem advisable, shall, when the
affairs of the company permit, be paid to the stockholders semi-
annually, in proportion to the amount of stock each may hold,
but no dividend shall be paid to any defaulting stockholder;
and said company is hereby expressly prohibited from carrying
on any banking operations, but may effect insurance on the
lives and property transported over said road.

See notes to sees. 30 and 31 of charter of Nashville & Chattanooga
Railroad Company, ch. 1, herein.

SEC. 17. President and directors, powers of. Be it further

enacted, That the president and board of directors shall have

Appoint offi- power to appoint all officers, agents, engineers,
cers, agents, . , u

etc. servants, and employees, in whatsoever number

may be necessary to carry on, aid, inaugurate, and transact
the business of the company, and to remove them at pleasure;
Salaries ac- * ne } 7 sna ^ have the power to determine and fix by
counts, etc. contract the amount of compensation of all officers,
agents, servants, and employees of said company, and to regu-
late by their by-laws the manner of selling and adjusting all
accounts in favor or against the company, and the said com-
pany shall have and possess all such additional powers as may
be necessary to carry into effect and execution the power granted
in this act of incorporation.

SEC. 18. State aid tO. Be it further enacted, That the same
state aid to railroads provided for by the act of 1852, ch. 151,
and subsequent acts amendatory thereof, commonly called the
"Internal Improvement Law,'' is hereby granted to the com-
pany intended to be corporated by this act; and whenever it
shall be satisfactorily shown to the governor that stock suffi-
cient in good and bona fide subscription to grade and prepare

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 141

for iron rails thirty miles of the said road, then the governor
shall be authorized, and is hereby authorized, to issue and de-
liver, upon the application of the president of the said company,
the amount and kind of bonds provided for as aid to said road in
said general internal improvement law, which shall
not be sold l>elow the par value; and as fast as every
additional ten miles shall be prepared, as directed in said law,
then the additional amount of the same kind of bonds shall, by
the governor, be issued and delivered in like manner to said
company, and in all other respects all the aid to
railroads provided for in the general internal im-
provement laws of this state are hereby granted to the company
herein incorporated, under the restrictions, liabilities, and liens
therein prescribed.

See next chapter for state aid.

SEC, 19. State aid, how determined. Be it further enacted,

That the same amount of state aid in coupon bonds, payable in
the same way, and having a like time to run, upon the same
conditions, and with the same liens, securities, and liabilities
that are granted to the Southwestern Railroad Company to aid
said company in building bridges, are hereby granted for the
same purpose to the Tennessee & Pacific Railroad Company, in-
corporated by this act; and the governor is hereby authorized
to issue to the said company bonds of the same amount and kind
aforesaid, upon the same conditions as are provided for in the
act incorporating the Southwestern Railroad Company, and the
several amendments thereto.

SEC. 20. State aid; lien On road for. Beit further enacted,
That for the bonds received, as herein provided, the state shall
have and hold a prior lien upon the said railroad, its fixtures
and equipments, to be built by the company intended to l>e in-
corporated by this act, in the same way and to the same extent,
and with the same remedies, and with as full power to enforce
the same, as it possesses in regard to the other railroads in the
state, to which aid has or shall be extended; and the president
and directors of the Tennessee & Pacific Railroad
Company, by this act incorporated, shall provide for

142 ORIGINAL CHARTER OF THE LEBANON BRANCH

and pay the interest upon the bonds by them received from the
state, as the same falls due, and shall provide for and pay
the same rate per cent, into the sinking fund as other railroads
in the state are required by law to pay, and, failing to do so,
shall be subject to the penalties established by law.

SEC. 21. Road tO be Completed, When. Be it further enacted,
That the railroad authorized by this act shall be commenced
within five years after the passage of the same, and shall be
finished in fifteen years thereafter, otherwise the charter hereby
granted shall be void.

SEC. 22. Company subject to general laws; president

Be it further enacted, That the company chartered by this act
shall be subject to all general laws passed in this state for the
government of railroad companies, and no person shall be
elected thereto, or hold the office of president of this railroad,
who is president of any other railroad in this state. (Acts
1865-6, ch. 88, p. 252; passed May 24, 1866.)

It will be noticed that the above section does not reserve the right to
modify, alter, or repeal the charter. It simply provides that the com-
pany "shall be subject to all general laws passed in this state for the
government of railroad companies." In other words, this referred to
"police" and "traffic" regulations, and in no manner can be construed
into a reservation on the part of the state to modify, alter, or repeal the
charter, or to divest the company of any vested rights under the same.
Section 15 of this charter, therefore, providing for a one hundred foot
right of way on either side of the center of the road, in absence of con-
tract to the contrary, is binding. See 9 Bax., 442; 2 Pick., 614; 3 Pick.,
155; 13!) U. S., 833; 29 U. S., 938; 117 IT. S., 129.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 143

CHAFFER VI.

DEED OF AND ACTS RELATING TO THE TENNESSEE & PACIFIC
RAILROAD COMPANY.

Deed to Nashville, Chattanooga & St. Louis Railway of road,
franchises, etc., of Tennessee & Pacific Railroad.

TENNESSEE & PACIFIC R. R. Co.,

TO Deed.
N., C. &ST. L. RY.
In pursuance of the resolutions of the stockholders of the
Tennessee & Pacific Railroad Company, adopted at their con-
vention at Nashville, on September 12, 1877, and that of the
directory of said company, passed on the first day of October,
1877, as will appear from the minutes of said board, and for
and in consideration of the payment to the said Tennessee &
Pacific Railroad Company of the sum of one hundred and forty
thousand six hundred dollars in State of Tennessee bonds, forty
thousand dollars in Tennessee & Pacific Railroad Company
mortgage ten per cent, bonds, and ten thousand dollars in
cash, by the Nashville, Chattanooga & St. Louis Railway, the
receipt whereof is hereby acknowledged, the said Tennessee &
Pacific Railroad Company does hereby bargain, sell, alien, and
convey to the said Nashville, Chattanooga <fe St. Louis Railway
and its assigns, forever, all and singular the estate and prop-
erty, real, personal, and mixed, and all fixtures, rights, privi-
leges, immunities, franchises, and easements of all and every
kind held and owned or occupied by the said Tennessee <fc Pa-
cific Railroad Company or thereto belonging, including, espe-
cially, all and singular the railroad of said company, with the
appurtenances thereof, from and including its terminus at Nash-
ville, in the county of Davidson, State of Tennessee, to and in-
cluding its terminus in the town of Lebanon, in the county of
Wilson, in said state, l>eing a distance of about thirty miles;
together with all and singular the lands, tracks, lines, rails,

144 DEED OF AND ACTS RELATING TO LEBANON BRANCH

bridges, ways, rights of way, materials, privileges, interests,
real estate, and personal property, situated in the State of Ten-
nessee, of every kind and character, including the depots and
stations and grounds attached thereto, on said line of railroad;
and also all the rolling stock, locomotives, engines, tenders,
cars, tools, and machinery belonging or appertaining to the
said railroad of the Tennessee & Pacific Railroad Company, as
aforesaid, including all of the choses in action of said com-
pany, of every kind and nature but this is not to include the
claim known as the Mabry claim, being a debt due by one Jas.
A. Mabry and secured, in part, by real estate in or near Knox-
ville, Knox county, Tennessee, the said Mabry claim being
excluded from the conveyance herein, and to be and remain the
property of the said Tennessee & Pacific Railroad Company.
To have and to hold the same to the said Nashville, Chattanooga
& St. Louis Railway and its successors and assigns, forever.
And the said Tennessee & Pacific Railroad Company does hereby
covenant to and with the said Nashville, Chattanooga & St. Louis
Railway that it is lawfully seized and possessed of said above
described property, and has full right and power to convey the
same, and that the same is wholly unincumbered, and that it
will forever warrant and defend the title to the same against
the claim or claims of any and all persons whatsoever to the
said property herein conveyed and any part thereof.

In witness whereof, the said Tennessee & Pacific Railroad
Company has caused its president to affix its corporate name
and seal hereto, this first day of October, 1877.

[SEAL.] TENNESSEE & PACIFIC RAILROAD,

By JOHN W. CHILDRESS, Pr.

R. C. BRANSFORD, Sec'y.

Registered December 7, 1877, in Register's office, Davidson
county, Tennessee, book 58, p. 537.

Counties of Wilson and Davidson given privilege of voting for
stock in Tennessee & Pacific Railroad Company.

Be it further enacted, That the general provisions of sees. 5,
6, 9, and 12 of this act be, and the same are hereby, extended to

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 145

the . . . and the Tennessee & Pacific Railroad Company,
and that the counties of Wilson and Davidson shall have privi-
lege of again voting for or against subscriptions to the stock of
said Gallatin & Lebanon and Tennessee & Pacific Railroad
Companies, at the request of said companies, and all laws or
parts of laws conflicting herewith are hereby repealed. (Acts
Tenn., 1868-9, ch. 11, p. 93, sec. 29.)

1. The counties of Wilson and Davidson, under this authority, voted
a large subscription. Their stock was subseqxiently sold to the Nash-
ville, Chattanooga & St. Louis Railway. See minute book " E," pp. 302-
305 and 348-351 of the county court of Wilson county.

2. Sees. 5, 6, and 9, above referred to, authorized the counties to in-
dorse the bonds of the company, and prescribed rules and regulations
in regard thereto.

3. Sec. 12, above referred to, authorized the company to issue bonds
to an amount not exceeding two hundred thousand dollars, on such
terms and in such denominations as to it might seem advisable.

Tennessee & Pacific Railroad Company and Nashville & Cin-
cinnati Railroad Company authorized to unite upon a
common track, how and when.

SECTION 1. Be it enacted by the General Assembly of the
State of Tennezxee, That the charter of the Nashville & Cincin-
nati Railroad Company, enacted by the general assembly at its
session of 1851-2, as recorded in ch. 303, is hereby revived,
with the privilege of building said road to such distance as may
be deemed expedient by said company, on the south side of the
Cumberland river, and the said Nashville & Cincinnati Railroad
Company and the Tennessee & Pacific Railroad Company are
hereby authorized and empowered to unite upon a common
track, either single or double, as may be deemed expedient by
said companies, and to such distance to the eastward or north-
eastward of Nashville as the said companies, in their discretion,
may agree upon. But in the case of any such union of the said
roads upon a common track, as herein provided, the state aid
provided for by law shall not l>e extended in full to each of the
roads for the distance they may run upon a common track, but
only to the amount of three-fourths thereof to each road; and
for such distance as the said roads may run upon separate and
distinct tracks the said state aid shall he extended in full, as
10

146 DEED OF AND ACTS RELATING TO LEBANON BRANCH

provided for by law. (Acts Term., 1865-6, p. 388; passed
May 26, 1866.)

Attorney- general directed to institute suit against Tennessee
& Pacific Railroad Company for bonds fraudulently ob-
tained.

SECTION 1. Be it enacted by the General Assembly of the State
of Tennessee, That the attorney -general of this state shall forth-
with institute, in the name of the state, a suit in the chancery
court of Davidson county, against the Tennessee & Pacific Rail-
road Company, setting forth particularly that the said company
has fraudulently obtained the issuance of the bonds of the state,
to the amount of eight hundred and eighty-five thousand dol-
lars, and has obtained the issuance of the said bonds contrary
to the provisions of the act to establish a system of internal im-
provements in this state, passed February 11, 1852, and con-
trary to the provisions of an act passed December 7, 1867, en-
titled "An act to amend the internal improvement laws of the
state," passed February 11, 1852, and enjoining said Tennessee
& Pacific Railroad Company, its officers, agents, directors, and
stockholders, from in any way disposing of said bonds until the
further order of the court, and asking that the board of direct-
Officers and ors ' P res ident, officers, and stockholders of the Ten-
nessee & Pacific Railroad Company be held in-

dividually liable for the payment of the bonds so
fraudulently and illegally obtained by such company, and for
all other losses that may fall upon the state in the consequence
of the commission of any fraud by such company, or by the
illegal act of said company in the receipt or disposal of said
bonds by said company, its agents, or officers or attorneys; Pro-

vided, That nothing in this act shall be so construed
Proviso. .

as to require suit to be brought against John Kirk-

man, W. K. Elliston, Thomas Chad well, E. J. Williams, D.

Cooke, Jr., E. H. East, and Abram L. Demoss, or any di-

rectors or stockholders of said company who may show that

they were ignorant of or opposed to the procurement of said

bonds by the company; Provided further, That

said stockholders did not approve of the use of said

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 147

bonds, or the proceeds thereof after they were obtained, in the
building of the roadbed, bridges, or in the buying of iron for
the purpose of ironing said road, or the furnishing of cross-
ties, or other material of said road. And said attorney -general

shall also pray the court for such other relief in

._ Other relief,
behalf of the state, as against the said company, its

directors and stockholders, as under existing laws may be law-
fully granted; Provided, That the attorney-general shall not

bring suit against said company, its directors and

Proviso.

stockholders, as herein provided, without the con-
currence or assent of Robert J. McKinney, Archibald Wright,
Francis B. Fogg, and the governor, secretary of state, and
comptroller, or a majority of them.

SEC. 2. Be it further enacted, That the public welfare re-
quires that this act shall take effect from and after its passage.
(ActsTenn., 1870, ch. 116, p. 179; passed July 7, 1870.)

A bill was filed under this act, but dismissed, as the company settled
under the Acts of 1872, ch. 6. See act further on.

Resolution directing directors of Tennessee & Pacific Railroad
Company to account for funds received by road ; to dis-
close list of stockholders and distance road had been
built, and cost.

Resolved by tltc General Assembly of tlie State of Tennessee,
That the president and directors of the Tennessee & Pacific
Railroad Company be, and they are hereby, requested to ren-
der this general assembly, on or before the first day of Feb-
ruary, 1871, a full and detailed account of all funds of every
kind and description which have been received by them from
all sources, and how the same has been disbursed, to whom
paid and for what purpose paid, and what amount of said funds
and of what kind, are now in their possession.

Resolved furttter, That the said president and directors fur-
nish also to this general assembly a full and complete list of
stockholders in said railroad company, showing the amount of
stock subscribed by each stockholder, the date of each subscrip-
tion, the amount paid by each at the time of subscribing, how
much has been paid since, and the amount and date of any such

148 DEED OF AND ACTS RELATING TO LEBANON BRANCH

subsequent payment, and how much, if any, remains unpaid
upon such subscription of stock.

Resolved further, That the said president and directors be
required to furnish this general assembly with a statement show-
ing how far said road is completed and in operation, and cost
of constructing and equipping the same, the cost of running it,
and receipts or earnings of said Tennessee & Pacific Railroad.
(Acts Tenn., 1870-1, p. 169, No. 29; approved January 24,
1871.)

Commissioners directed to sell Tennessee & Pacific Railroad
and bonds hypothecated by it condition.

SECTION 1. Be it enacted by the General Assembly of the
State of Tennessee, That the commissioners for the state for the
sale of delinquent railroads be, and they are hereby, instructed
to file a bill in the name of the state, or take any other neces-
sary steps for the sale of the Tennessee & Pacific Railroad, or
of the interest of the state therein, as provided by the act
which this is intended to amend.

The act referred to above as being amended by this act. authorized
the sale of all delinquent railroads, and may be found in Acts Tenn.,
1870-71, ch. 23, p. 25, which, in turn, amended the Acts of 1870, ch. 79.

SEC. 2. Be it farther enacted, That the bonds hypothecated
Bonds hypoth- by the Tennessee & Pacific Railroad Company shall
sold. be sold and the proceeds of sale shall first be applied

to the discharge of the sum for which said bonds were hypoth-
ecated, and the residue paid into the state treasury. But should
it not be necessary to sell all of said bonds, then only so many
of said bonds shall be sold as will realize a sum necessary for
that purpose, and the others shall be deposited with
the comptroller of the treasury; Provided, Said
railroad company, or its stockholders, electing so to do, may
. settle for the state's interest therein without the
without suit. gujt herein provided for, upon the same basis of
proportional payment with the purchasers of the Winchester &
Alabama, McMinnville & Manchester, Knoxville & Kentucky,
and the Cincinnati, Cumberland Gap & Charleston railroads;
that is to say, said Tennessee & Pacific Railroad Company, or
its stockholders, may purchase the entire interest of the state

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 149

therein by paying to the governor, in lawfully issued bonds and
coupons of the state, such proportion of its state debt as will
equal the average projxjrtion of the aggregate like debts of
the other named railroads, which has l>een realized and secured
to the state by sales of the same; the amount so to be paid to
be ascertained by said commissioners, and payment Paynieilt
thereof to be made and secured upon exactly the how m * de<
same terms and conditions as those for the other railroads spec-
ified; the company to have preference of purchase, company to
and until the second Tuesday of April, 1872, in erence.
which to make the first payment, and upon the company's
failure to purchase, then the stockholders thereof to have twenty
days from the said second Tuesday of April, 1872, in which to
purchase and make the first payment, but a purchase by any
part of the stockholders to be for the benefit of all stockholders
in proportion to their respective amounts of stock, including
the counties of Wilson and Davidson, who may elect to par-
ticipate in such purchase under its terms, and it being further
expressly provided that a sale under provisions of
this act shall forever prevent said Tennessee &
Pacific Railroad Company from demanding or receiving any
further issue of bonds of the state, under any act of the legis-
lature heretofore passed; Provided further, That nothing in
this act shall relieve said Tennessee & Pacific Railroad Com-
pany from liability to the state in full for all such bonds re-
ceived from the st-ite, as may be judicially determined under
suit in the chancery court at Nashville, to be illegally held by
said company; the institution of such suit to be at the sound
discretion of said commissioners, under advice of the attorney-
general of the state, or such other legal counsel as may be
selected, and to be only instituted within ninety days after the
passage of this act, and in default of such suit settlement
under the provisions of this act to be final; but if the suit pro-
vided by this section be instituted, said company, or its stock-
holders, to have sixty days from final decree under the same in
which to purchase said Tennessee & Pacific Railroad on the
terms herein provided.

150 DEED OF AND ACTS RELATING TO LEBANON BRANCH

SEC. 3. Be it further enacted, That this act take effect from
and after its passage, the public welfare requiring it. (Acts
Tenn., 1871, ch. 127, p. 138; passed December 13, 1871.)

This act was amended by Acts 1872. ch. 6, p. 27 (ex. ses.). See act
immediately following.

Commissioners authorized to compromise state's claim against
Tennessee & Pacific Railroad Company for $300,000,
how.

SECTION 1. Be it enacted by the General Assembly of the State
of Tennessee, That the said act, passed on the 13th December,
1871, which provides for a sale of the state's interest in the
Tennessee & Pacific Railroad, be amended so that the directors
of said road, representing the stockholders in said Tennessee
& Pacific Railroad Company, shall be permitted to

fiernent be* settle the debt of the state against said railroad on
tween state , . , . . j 4

and T.& p. R. account of state bonds issued to it in aid of its con-

R Co

struction, by the payment to said commissioners of
the sum of three hundred thousand dollars ($300,000), in the
bonds of the State of Tennessee, with coupons since January,
1871, attached, under the provisions of existing laws upon the
subject of the sale of delinquent railroads, one-fourth of which
shall be paid on the day of sale or twenty days thereafter, and
the balance in one, two, and three years thereafter.

SEC. 2. Be it further enacted, That a compliance with the
provisions of this act shall be deemed a full satisfaction and
discharge of the state's claim against said railroad.

SEC. 3. lie it further enacted, That the second section of the
act of December 13, 1871, with the provisos thereto attached,
is hereby repealed, upon the Tennessee & Pacific Railroad Com-
pany accepting the terms of this act, and upon said company
making the payment and complying with the terms as required
by this act, and upon the company paying the costs that have or
may accrue upon any suit brought by the state to recover any
portion of the state's bonds heretofore issued to said company;
and section first of said act of December 13, 1871, is suspended
until said Tennessee & Pacific Railroad Company shall notify
the commissioners of their refusal to accept the terms of the

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 151

first section of this act, provided said notice shall be given the
commissioners within twenty days after the passage of this act.
SEC. 4. Be it further enacted, That this act shall take effect
from and .after its passage, the public welfare requiring it.
(Acts Tenn., 1872 (ex. ses.), ch. 6, p. 27; passed March 28,
1872.)

The state was settled with under this act.

State aid to the Tennessee & Pacific Railroad. Below is

given the act of the legislature of Tennessee authorizing state
aid to be granted to the Tennessee & Pacific Railroad, for the
purpose of building and equipping its road. This aid was
given by having the governor to indorse the bonds of the road
on behaff of the state. The act is quite lengthy, and is so sel-
dom required, being long since repealed, that, for the purpose
of space and economy, it is not deemed advisable to insert it in
full in this compilation, but simply refer to the act and page
where it can be found.

Acts of 1867-8, ch. 17, p. 14, sec. 9. An additional sum
of $10,000 per mile appropriated to the Tennessee & Pacific
Railroad Company under the internal improvement act. The
charter of the road itself provided for state aid. See charter
in preceding chapter.

152 ABSTRACT OF TITLE TO FAYETTEVILLE BRANCH

CHAPTER VII.

WINCHESTER & ALABAMA RAILROAD COMPANY.
(Now FORMING PART OF FAYETTEVILLE BRANCH.)

Default having been made in the payment of interest on the
bonds issued for its benefit, a bill was filed in the chancery
court at Nashville in the name of the state, against the Edge-
field & Kentucky Railroad Company et als., to which the Win-
chester & Alabama Railroad Company was also made a defend-
ant, seeking to enforce the state's lien or statutory mortgage.

This bill was filed in pursuance of an act of the legislature
of 1870-71, ch. 23, p. 25, authorizing the sale of all delin-
quent roads, the tenth section of which provided, ' ' that upon
the sale of any of the franchises of either of the railroad com-
panies, by the commissioners, under the provisions of this act,
all the rig/its, privileges, and immunities appertaining to the
franchise so sold, under its act of incorporation, and the amend-
ments thereto, and the general improvement law of the state,
and acts amendatory thereof, shall be transferred to and vest in
such purchaser, and the purchaser shall hold said franchise,
subject to all liens and liabilities in favor of the state, as now
provided by law against the railroad companies. ' '

A decree of sale was entered, and the commissioners reported
that propositions were made by John Frizzell and others, and
Wright & Co., to buy the road at the minimum price fixed by
the decree, which was $300,000. Preference was given to

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 153

Wright & Co., but after considerable litigation they withdrew
their offer, and M. J. Wicks and J. J. Donegan purchased the
road at the figure mentioned. Their bids were subsequently
transferred to the Memphis & Charleston Railroad Company,
and on June 28, 1875, a final decree was entered in said case,
confirming the sale of the road, franchises, privileges, right of
way, etc., to said Memphis & Charleston Railroad Company.
See decree itself in minute hook 2, p. 438, in chancery court
at Nashville, Tenn., which decree is also set out herein, in next
chapter. The decree, with proper acknowledgments, is regis-
tered in the register's office of Warren county, in book 7, No.
7, pp. 72, 73; in Coffee county, in book vol. No. 2, trust deeds,
etc., pp. 4 and 5 [book E, p. 109]; in Franklin county, in
book 6, p. 40, and in trust book No. 1, pp. 354-5-6. On
July 28, 1877, the Memphis & Charleston Railroad Company
sold this railway, together with the McMinnville & Manchester
Railroad, to the Nashville, Chattanooga & St. Louis Railway,
for the sum of $320,000, in bonds and other considerations
mentioned in the deed. This conveyance was registered in the
register's office of Franklin county, book 1, pp. 553-555; in
Lincoln county in book Z, pp. 216-221; in Coffee county in
book P, pp. 453, 454; in Warren county in book 8, pp. 296-299.
The deed is also inserted herein among the acts, deeds, etc., re-
lating to the Winchester & Alabama Railroad. See next chapter.

This was a legal purchase. Under the Acts of Tenn., 1871, eh. 69,
which superseded the Acts of 1871, ch. 22, it was provided that, ''every
railroad corporation in this state, whether created under a general or
special law, shall have the power to acquire, by purchase or other law-
ful contract, and have, hold, use, and operate, any railroad, with its
franchise*, belonging to any other railroad corporation."

What franchises, etc., passed to the Nashville, Chattanooga

& St. Louis Railway under this Sale. In addition to the prop-
erty, right of way, lands, tracks, etc., therein conveyed, the
deed specifically provided for the transfer of all the right*,
privileges, iminnnUiex, and f ranch i#t>x of the company. Sec-
tion 1 of the charter of the railway provided that the said com-
pany should "have and enjoy all the right* and privileges
secured to the Nashville & Chattanooga Railroad Company by
an act of the general assembly passed December 11, 1845, and

154: ABSTRACT OF TITLE TO FAYETTEVILLE BRANCH

subject to all the restrictions contained in said charter, which
said road shall be built and constructed agreeable to the require-
ments of the aforesaid charter." This being so, the original
Winchester & Alabama Railroad Company possessed all the
rights and privileges of the Nashville & Chattanooga Railroad
Company, and the latter company, as the lawful purchaser
thereof, under the Acts of 1871, ch. 69, is now entitled to hold
and operate the same, with all such rights and privileges.

1. For rights and privileges of the Nashville & Chattanooga Railroad
charter, see ch. 1. See, also, general discussion herein under Eminent
Domain, Right of Way, etc. Refer to index.

2. The legislature, in granting a charter to one railroad company,
may lawfully confer upon it all the rights, easements, and franchises of
another, by simply referring to it in the manner that this was done. See
8 Lea (Tenn.), 427'.

Width Of right Of way. As the charter of the Winchester
& Alabama Railroad Company conferred upon it all the rights
and privileges of the Nashville & Chattanooga Railroad Com-
pany, the latter company, as the lawful purchaser thereof, is now
entitled over the line of this road from Decherd to Fayetteville
and from Elora to the state line, to all the rights and privileges
conveyed in sections 23 and 24 of its own charter, which gives
a hundred feet on each side of the center of said road, when
necessary for railway purposes, in the absence of any contract
with the original landowner to the contrary. (5 Pick., 293.)

For a general discussion of this and kindred subjects, together with
the right and method of taking more than one hundred feet on each side
of the center of the road, when necessary for railroad purposes, see
Eminent Domain, Right of Way, herein. Refer to index.

Where Winchester & Alabama Railroad Company incorpo-
rated, termini. The Winchester & Alabama Railroad Com-
pany was chartered by Acts Tenn., 1849-50, ch. 56, sec. 6, to
construct a road from Winchester, Tenn., to the Alabama state
line, in the direction of Huntsville. Subsequently, by Acts
Tenn., 1851-52, ch. 43, the charter was amended so as to
allow the company to extend the road from the town of Win-
chester to the Nashville & Chattanooga Railroad. Under this
authority the road was built to Decherd. Again, by Acts
Tenn., 1851-52, ch. 206, p. 310, sec. 7, the company was au-
thorized to construct its road to Fayetteville, with all the rights,

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 155

powers, and privileges given to said company by their original
charter and acts amendatory thereof. Under this authority the
road, from a point at or near Elora, was built to Fayetteville.
The road from Elora to the state line in the direction of Hunts-
ville was built under the original charter. See al>ove Acts of
1851-52 in next chapter. The road was also chartered by the
State of Alabama (Acts 1855-56, No. 312, p. 314) so as to
u begin at a point on the state lino between Alabama and Ten-
nessee, where the Tennessee part of the road strikes the said
line, so as to connect, and to extend from there through Madison
county in the direction of the Tennessee river, within three-
quarters of a mile of the village of New Market, continuing by
or near Brownsborough through the valley of Flint river, pass-
ing close by the village of Vienna, on the Tennessee river, at
the nearest and most practicable point for connecting with the
Alabama & Tennessee River Railroad, pursuing as nearly as
possible the route heretofore surveyed for said road." This
charter was subsequently amended by Acts Ala., 1857-58, No.
152, p. 162, so as to authorize and empower the company to
extend the railroad across the Tennessee river at the most
practicable point, and from thence through Marshall county to
the gap of Sand Mountain called Davidson's Hollow, and also
to connect with the Tennessee & Coosa Railroad.

That part of the road, however, covered by the Alabama
charter was never built, and hence the charter and amendment
granted by that state, as referred to above, will not be inserted
herein. The road from the Tennessee state line to Huntsville,
Ala., was subsequently built under the charter of the Hunts-
ville & Elora Railroad Company.

Distance built wben purchased by Nashville. Chattanooga

& St. Louis Railway. Only the line from Dec-herd to Fayette-
ville had been constructed when purchased by this company.
The road from Elora to the state line has subsequently teen
built under the original charter by this company, as therein
provided for. The road from the state line to Huntsville,
Ala., was built by this company under the charter of the
Huntsville & Elora Railroad Company, after it had purchased

156 ORIGINAL CHARTER OF THE FAYETTEVILLE BRANCH

said road, which charter was granted by the State of Alabama;
the line from Fayetteville to Petersburg was built by this com-
pany under the charter of the Duck River Valley Narrow
Gauge Railroad Company, while lessee of said road; the road
from Petersburg to Columbia had previously been constructed
by the Duck River Valley Narrow Gauge Railroad Company.
The entire line from Fayetteville to Columbia was subsequently
purchased by the Nashville, Chattanooga & St. Louis Railway.

For charters of Duck River Valley Narrow Gauge Railroad Company,
and Huntsville & Elora Railroad Company, together with terms and
conditions of purchase, see index.

ORIGINAL, CHARTER OF THE WINCHESTER &
ALABAMA RAILROAD COMPANY.

[!N TENNESSEE.]
Acts Tenn., 1849-50, ch. 56, sec. 6.

SEC. 6. Incorporation, name, general powers. Be it en-
acted, That the formation of a company is hereby authorized
for the purpose of constructing a railroad from Winchester to
the Alabama line, in the direction of Huntsville, Alabama,
which company shall consist of the stockholders; and, when
formed, shall, and they are hereby, constituted a body cor-
porate, by the name and style of the Winchester & Alabama
Railroad Company, and said company, by their corporate name,
shall have power to sue and be sued, plead and be impleaded,
in all the courts of this state, or the United States, and shall
have and enjoy all the rights and privileges secured to the
Nashville & Chattanooga Railroad Company, by an act of the
general assembly passed December 11, 1845, and subject to all
the restrictions contained in said charter, which road shall be
built and constructed agreeable to the requirements of the
aforesaid charter.

1. Sections 1-5, inclusive, of the act of the legislature in which this
company was chartered, related to other matters. Section 6 of the act
was the commencement of the charter.

2. Bight to extend road to Nashville & Chattanooga Railroad. This
section was amended by Acts Tenn., 1851-2, ch. 43, so that the railroad
incorporated above should extend from the town of Winchester to the
Nashville & Chattanooga Railroad. Act passed December 5, 1851. Under
this authority the road from Winchester to Decherd was built.

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 157

3. General powers. As will be noticed, the above section of the
charter confers specifically certain general powers, and, in addition, pro-
vides that it "shall have and enjoy all the rights and privileges secured
to the \anhvllle & Cluittnn<nj<i Rullnxid Umnpnny, and that the road shall
be built and constructed agreeable to the requirements of said charter."
This being so, the Nashville, Chattanooga & St. Louis Railway, having
become the lawful owner and purchaser of the property, franchises, etc.,
of this company, is now entitled on that line to all the rights, privileges,
and franchises of its own charter. For said privileges and franchises,
see charter of Nashville & Chattanooga Railroad Company, ch. 1, herein.

4. May lease road to Nashville & Chattanooga Hailroad Company.
By Acts Tenn., 1857-8, ch. 8, p. 5, this company was authorized to
lease its road to the Nashville & Chattanooga Railroad Company.

5. Incorporated in what states. In addition to this charter, granted
by the State of Tennessee, the company was also incorporated in Ala-
bama by Acts 18f>5-6, No. 312, p. 314, which was amended by Acts of
1857-8. p. 162. As that part of the road covered by the Alabama charter
was never built, however, it is useless to insert said charter in this com-
pilation. Reference is made to it here as a matter of history.

6. Right to extend road to Fayetteville. This railway was char-
tered to run from Winchester to the state Hue, in the direction of Hunts-
ville, Ala. When it had been built to a point at or near Elora, Tenn..
the legislature of Tennessee passed an act allowing it to extend its road
to Fayetteville, which was done. See Acts Tenn., 1851-2, ch. 206, p. 310,
sec. 7. which act is inserted in the next chapter. The road from Elora
to the state line was built under the original charter.

7. The legislature, in granting a charter to one railway, may lawfully
confer upon it all the rights, franchises, etc., of another, by simply
referring to it in the manner that this was done. See 8 Lea, 427.

SEC. 7. Capital, value of shares, books opened, commis-
sioners. Be it enacted. That the capital stock of said com-
pany shall be twenty-five thousand dollars, to be divided into
shares of twenty-five dollars each; and books for Valueof
subscription of stock in said railroad shall be opened shares -
on the first Monday of July, 1850, and kept open for one month
every day, Sundays excepted, from 10 o'clock A.M. Books
until 4r o'clock P.M., at the following places, and by i* ne(J -
the following persons, to wit: At Winchester, by James Har-
ris, W. W. Braxeton, Maj. Win. C. Venable, lien- Con , misslon .
jamin Deckard, and Dr. Wallace Estill ; at Salem, ers -
by William C. Handley, John P. White, George Mosely,
Charles P. Blanton, and Robert C. Smith.

This section was amended by Acts Tenn., 1851-2, ch. 43, so as to
allow the increase of the capital stock of said company to seven hundred
thousand dollars; and that to entitle any stockholder to act as a director
he shall only be required to own stock to the amount of five hundred
dollars. (Act passed December 5, 1851.)

SEC. 8. Commissioners to act until directors elected.^

it enacted, That William E. Venable, Dr. William Estill, Jos.

158 DEED, ETC., RELATING TO FAYETTEVILLE BRANCH

W. Carter, Peter S. Deckard, Alfred Henderson, Thomas
Finch, Hugh Francis, George W. White, Thomas H. Garner,
George W. Hunt, David Arnett, S. S. Mathews, Thomas F.
Mosely, Clinton A. Hunt, and John Handley, or a majority of
them, be, and they are hereby, constituted a board of commis-
sioners to superintend and manage all the affairs of said com-
pany, until it shall be fully organized, by the election of a
board of directors, as prescribed by the charter of the Nashville
& Chattanooga Railroad Company. (Acts Tenn., 1849-50,
ch. 56, p. 167; passed February 9, 1850.

1. Qualification of directors. By Acts 1859-60, ch. 90, p. 343, sec. 20,
it was provided ''that any person holding any amount of stock in the
Winchester & Alabama Railroad Company shall be eligible to be a direc-
tor in said road or company. *'

2. May use T rail. By Acts Tenn., 1866-67, ch. 48, p. 130, this com-
pany was authorized, in rebuilding its road, to use solid T rails of not
less than fifty pounds to the lineal yard, and all branch roads which
may wish to use such bars, fifty pounds to the yard.

CHAPTER VIII.

DEED TO, AND ACTS RELATING TO THE WINCHESTER & ALA-
BAMA RAILROAD COMPANY.

DEED FROM MEMPHIS & CHARLESTON RAIL-
WAY COMPANY TO NASHVILLE, CHATTA-
NOOGA & ST. LOUIS RAILWAY COMPANY,
OF WINCHESTER & ALABAMA RAILROAD
AND THE McMINNVILLE & MANCHESTER
RAILROAD.

This deed, made and entered into by and between the Mem-
phis & Charleston Railway Company, the party of the first part,
and the Nashville, Chattanooga & St. Louis Railway Company,
the party of the second part, both of said parties being corpora-
tions chartered by the State of Tennessee, witnesseth : The party
of the first part, for and in consideration of the receipt from the
party of the second part of three hundred and twenty thousand

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 159

dollars of six per cent, currency bonds, executed by the party
of the second part, dated January 1, 1877, payable to the
holder thereof, in lawful money of the United States, forty
years after date, in the city of New York, with six per cent,
interest coupons thereto attached, payable in manner, form,
and place as said bonds, and on the following terms, to wit: Re-
spectively, July 1, 1878, 'and at intervals of six months to and
on the date of the maturity of said bonds, both such bonds and
coupons secured by the first mortgage on the property hereby
conveyed, this day executed by the party of the second part
to Abrin Iselin and Richard T. Willson, of the city, county,
and State of New York, and in further consideration of the
party of the second part, paying to L. D. Hickerson and A.
Power the sum of $3,000, for their surrender of a lease held by
them from the party of the first part, conveying all or part of
the property hereby conveyed; and further consideration of
the stipulations, undertaking, and obligation on the part of the
party of the second part to be done and performed as herein-
after stated, hath granted, bargained, sold, assigned, transferred,
enfeotfed, and conveyed, and hereby bargains, sells, grants, as-
signs, transfers, enfeotfes, and conveys, unto the party of the
second part, its successors and assigns forever, all and singular
the following property, viz. :

The Winchester & Alabama Railroad, beginning at Decherd,
Franklin county, Tenn., on the line of the Nashville, Chatta-
nooga & St. Louis Railway, and extending to Fayetteville, in
Lincoln county, Tenn., a distance of forty miles of completed
road, more or less; also McMinnville & Manchester Road, begin-
ning at Tullahoma, Coffee county, Tenn., and extending by way
of Manchester to McMinnville, Warren county, Tenn., a distance
of about thirty-four miles of completed road, making a total
length of about seventy-four miles of railroad, together with
all and singular appurtenances thereof, and all equipments,
lands, tracks, lines, rails, bridges, ways, rights of way, and ma-
terial, buildings, fences, erections, walls, fixtures, privileges,
rights, interest, real estate, personal property, leaseholds, and
other things of every kind, nature, and character l>elonging and

160 DEED, ETC., RELATING TO FAYETTEVILLE BRANCH

appertaining to said railroad; and also all the tools, incomes,
uses, and profits to be had or demanded from the same or any
part or portion thereof; and also all railway stations and de-
pots, with all the appurtenances necessary and convenient for
the sole, complete, and entire use and operation and mainte-
nance of the said road or railways herein conveyed, or any part
of them; and also all the rolling sto'ck, locomotives, engines,
tanks, cars, carriages, tools, and machinery on said roads, or
any of them, at the date of this deed; and also all the improve-
ments and additions made to any or all of said properties, es-
Rignts, privi- tates, roads, railways, and appurtenances also all

ties, and fran- the rights, privileges, immunities, and franchises of
chises con-
veyed, the party of the first part, pertaining to the roads

and railways herein conveyed, or any of them, or the oper-
ation, use, and enjoyment thereof; and also all right to use
the road, tracks, sidings, turnouts, and switches belonging and
appertaining to said road hereby conveyed, or either of them,
as fully and effectually as the party of the first part is or may
be by law entitled to have, hold, and use the same, and the said
party of the first part hereby covenants and agrees to and with
the said party of the second part, its successors and assigns, that
the title to the property hereby conveyed is free from all in-
cumbrances, and that it will forever warrant and defend the
title to said property against the lawful claims of all persons
whomsoever.

The said party of the first part hereby also assigns, trans-
fers, and conveys to the party of the second part its right of
indemnity indemnity secured by the deposit of certain bonds
ferred. in the Fourth National Bank in Nashville, Tenn.,

to indemnify the said party of the first part against loss, det-
riment, or damages from a certain suit of the United States
against the McMinnville & Manchester Railway; and also the
contract of indemnity made by the State of Tennessee with the
party of the first part to indemnify against said suit.

As a further consideration for this conveyance, the party of
the second part stipulates that it will run and manage the rail-
roads as required by the contracts of purchase made by the

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 161

pjirty of the first part with the State of Tennessee at the time
it purchased them from said state.

In witness thereof, the said parties of the first and second
l>:irts, by their respective presidents and secretaries, pursuant
to the authority granted by their respective boards of directors,
have hereunto subscribed their names and affixed their cor-
porate seals, this, the twenty-eighth day of July, 1877.

THE MEMPHIS & CHARLESTON RAILROAD COMPANY,
In presence of By R. T. WH.SON, President.

W. H. CLARKSON, as to R. T. WILSON, 1'i'exident.

[SEAL.] By THE MEMPHIS & CHARLESTON RAILWAY Co.,

By T. R. CRUSE, Secretary.

[SEAL.] NASHVILLE, CHATTANOOGA & ST. Louis RAILWAY,
R. C. BRANSFORD, By E. W. COLE, President.

Secretory Naxlwille, Chattanooga & St. Louis Railway.

' The foregoing- deed, with acknowledgments, etc., is registered in
Franklin county, in book 1, pp. 553-555; in Lincoln county, in book Z,
pp. 216-221; in Coffee county, in book P, pp. 453, 454; and in Warren
county, in book 8, pp. 296-299.

DECREE VESTING TITLE TO WINCHESTER &
ALABAMA RAILROAD AND McMINNVILLE
& MANCHESTER RAILROAD IN MEMPHIS &
CHARLESTON RAILROAD COMPANY.

THE STATE OF TENNESSEE r. THE EDGEFIELD & KENTUCKY
RAILROAD COMPANY, McMiNNvrLLE & MANCHESTER, C. N.,
WINCHESTER & ALABAMA, C. M., ET AL.

CHANCERY COURT AT NASHVILLE, TEXN.

Be it remembered, That on the twenty-eighth day of June,
1875, before the Hon. Thomas Malone, presiding as special
chancellor, regularly and legally appointed vice the Hon. Wil-
liam T. Cooper, chancellor, who is of counsel herein, this cause
came on to t>e finally heard as to the Winchester & Alabama
Railroad Company and the McMinnville & Manchester Railroad
Company, on the report of the commissioners for the sale of de-
delinquent railroad and accomj)anying vouchers therewith filed;
11

162 DECREE RELATING TO FAYETTEVILLE BRANCH

which report and vouchers being read, heard, and understood,
and being unexcepted to, is in all things confirmed. And from
said report, the accompanying vouchers, and the former proceed-
ings, reports, and decrees of this court in the cause, it appears to
the satisfaction of the court, and it is hereby ordered, adjudged,
and decreed, that the Memphis & Charleston Railroad Com-
pany is, under the decrees, sales, and confirmative decrees of
sales in this cause, the purchaser of the Winchester & Alabama
Railroad and the .McMinnville & Manchester Railroad, with
their irons, equipments, right of way, real and personal prop-
erty, franchises, and privileges; and that the said Memphis &
Charleston Railroad Company has fully and entirely, in com-
pliance with the sales aforesaid, paid to the State of Tennessee,
as shown by said report and vouchers, the purchase price of
said railroad in state bonds and money, as required by the
terms of said sales and purchases and by the former decrees of
this court, and this court being of opinion that the Memphis &
Charleston Railroad Company is entitled to a final decree vest-
ing said company with the absolute titles to said railroads,
their property and franchises:

Now, therefore, it is hereby ordered, adjudged, and decreed,
that all the right and title of the state and of all parties to this
litigation, and especially of the Winchester & Alabama Rail-
road Company, its stockholders and creditors and all other
persons interested therein, in and to the Winchester & Alabama
Railroad, its property, real, personal and mixed, and all its
franchises and privileges, be divested out of them and vested
in the Memphis & Charleston Railroad Company forever, free
from and finally discharged of all liens and charges existing
heretofore, but subject to the terms, stipulations, and condi-
tions of the contracts, except as to the purchase money paid,
all of which is finally ordered and decreed. At the request of
the Memphis & Charleston Railroad Company, the divesting
and vesting of the title in and to the McMinnville & Manches-
ter Railroad, its property and franchises, is deferred until the
Memphis & Charleston Railroad Company directs and requests
how and to whom it shall be made. The clerk and master will

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 1H3

furnish the Memphis & Charleston Railroad Company with a
certified copy of the decree for registration.

The above decree may be found in minute book No. 2, p. 438, of the
chancery court at Nashville. Tenn. It is also registered with proper
certificates in the register's office of Warren county, in book 7, No. 7,
pp. 72, 73; in Coffee county, in book vol. No. 2 (trust deeds, etc.), pp. 4
and 5.

ACTS TENNESSEE RELATING TO WINCHESTER
& ALABAMA RAILROAD COMPANY.

1. Winchester & Alabama Railroad Company authorized to

extend road from Winchester to Nashville, Chatta-
nooga & St. Louis Railway; capital increased.

SECTION 1. Be it enacted by the General Assembly of tlte
State of Tennessee, That the sixth section of an act passed the
ninth day of February, 1850, ch. 56, entitled, "An act to
charter a railroad from Nashville to the Alabama line," be,
and the same is hereby, so amended as that the railroad incor-
porated by virtue of the provisions of the above recited act,
called the Winchester & Alabama Railroad Company, shall
extend from the town of Winchester to the Nashville & Chatta-
nooga Railroad.

SEC. 2. Be it enacted, That the seventh section of said act
of incorporation be, and the same is, amended so as to increase
the capital stock of said company to seven hundred Caplta ,
thousand dollars, and that, to entitle any stock- Increase<1 -
holder to act as a director in said company, he shall only be
required to own stock to the amount of five hundred dollars.
(Acts Tenn., 1851-52, ch. 43, p. 45; passed December 5,
1851.)

2. Winchester & Alabama Railroad Company authorized to

construct road to Fayetteville, how.

SEC. 7. Be it further enacted, That when fifteen thousand dol-
lars additional stock in the Winchester & Alabama Railroad
Company shall be taken by citizens of Lincoln county, or by
others in their behalf, said company shall have j>ower to extend
their main trunk road to Fayetteville, in said county, with all
the rights, powers, and privileges given to said company by

164 ACTS RELATING TO FAYETTEVILLE BRANCH

their original charter, and all the acts passed amendatory thereof,
and said extension shall, to all intents and purposes, be and
form a part of the main trunk of said road, as fully and effect-
ually as if the same had been authorized by the original charter
or the amendments as aforesaid; and should said company con-
struct their said railroad to Fayetteville in the same manner and
style of work as required by the charter aforesaid, then the
charter herein granted to the Central Union Railroad shall be
void. (Acts Tenn., 1851-2, ch. 206, p. 310, sec. 7; passed
February 18, 1852.)

3. Resolution directing investigation of condition of road.

By Acts Tenn., 1868-9, ch. 27, p. 379, the committee on
internal improvements was directed to examine into the condi-
tion of this road and report to the general assembly.

4. State aid to tbe Winchester & Alabama Railroad.

Many acts of the legislature of the State of Tennessee were
passed authorizing state aid to be granted to the Winchester &
Alabama Railroad for the purpose of building and equipping its
road. The state aid was given by having the governor to in-
dorse the bonds of the road on behalf of the state. These acts
are quite lengthy, and are so seldom required, that for the pur-
pose of space and economy it is not deemed advisable to insert
them in full in this compilation, but simply to refer to the act
and page where they can be found.

Below will be found all acts relating to this subject, set out
in the order of their passage:

Acts 1851-2, ch. 151, governor authorized to issue bonds
on certain conditions. For conditions, see act.

Acts 1853-4, ch. 131, sec. 1, state aid to the extent of $10,-
000 a mile within the limits of state.

Acts 1855-6, ch. 54, p. 63, allows two years extra time for
company to bring itself within provisions of Acts February 8,
1854.

Acts 18556, ch. 120, p. 143, sec. 9, bonds of state author-
ized to be issued to amount not exceeding $50,000, to aid in

NASHVILLE, CHATTANOCMIA <fe ST. LOUIS RAILWAY. 165

constructing a bridge across Elk river. See, also, pp. 146,
456, 479, for additional aid.

Acts 1855-6, ch. 235, p. 478, governor authorized to issue
bonds to, under certain conditions.

Acts 1857-8, ch. 41, p. 67, sec. 2, grants state aid for
bridges.

Acts 1865-6, ch. 14, p. 33, sec. 1, governor authorized to
issue bonds to the W. & A. R. R. Co. to amount of $372,000.

Acts 1866-7, ch. 12, p. 11, sec. 3, governor authorized to
issue bonds to the W. & A. R. R. Co. to the extent of $150,000.

Acts 1867-8, ch. 17, p. 14, sec. 3, governor authorized to
issue bonds to the amount of $300,000.

166 ABSTRACT OF TITLE TO M'ltflNNVILLE BRANCH

CHAPTER IX.

THE MCMINNVILLE & MANCHESTER RAILROAD COMPANY.
(Now FORMS PART OF MCMINXVILLE BRANCH.)

How acquired by Nashville, Chattanooga & St. Louis Rail-
way. Under the general improvement laws of 1851-2, and
amendments thereto, the State of Tennessee, through its gov-
ernor, indorsed the bonds of the various railroads in the state,
to aid in their construction, retaining a lien on the respective
roads so assisted, as security therefor. Among the number was
the McMinnville & Manchester Railroad Company. Default
having been made in the payment of interest on the bonds is-
sued for its benefit, a bill was tiled in the chancery court at
Nashville, Tenn. , in the name of the state against the Edgefield
& Kentucky Railroad Company et al., to which the said Mc-
Minnville & Manchester Railroad Company was also made a
defendant, seeking to enforce the state's lien or statutory mort-
gage. This bill was filed in pursuance of an act of the legisla-
ture of 1870-1, ch. 23, p. 25, authorizing the sale of all delin-
quent roads, the tenth section of which provided "that upon
the sale of any of the franchises of either of the railroad com-
panies by the commissioners, under the provisions of this act,
all the rig /its, privilege*, and immunities appertaining to the
franchise so sold, under its act of incorporation, and the ainend-
inent* thereto, and the general improvement law of the state,
and acts amendatory thereof, shall be transferred to and vest
in such purchaser, and the purchaser shall hold said franchise
subject to all liens and liabilities in favor of the state, as now
provided by law, against the railroad companies."

On April 7, 1871, a decree was entered in said case in min-
ute book T, p. 14, ordering the sale of said McMinnville &
Manchester Railroad, its franchises, property, etc. It appears
that great uncertainty existed as to the right of the state to

NASHVILLE, CHATTANOCKiA 4 ST. LOUIS RAILWAY. 167

enforce said lien before the maturity of the bonds, and, in view
of that fact, an agreement was entered into between all parties,
and made a part of the decree authorizing the road to be sold,
and the clerk and master to take proof and rejwrt what would
be a fair and reasonable minimum value of the property and
franchises of the road in bonds of the state, said value, how-
ever, in no event, to be fixed at less than $300,000 in bonds of
the state, with coupons of January, 1871, and subsequent
coupons, attached. The decree further provided that the
McMinnville & Manchester Railroad Company should be given
the exclusive right, within sixty days from the date of the fixing
of such minimum value by the court, to purchase said road at
the price fixed. It was further agreed and made a part of the
decree that the sale of the road should not prejudice the right
of the railroad company to prosecute and receive the benefit of
any suit they had already commenced, or might thereafter com-
mence, against any person or persons, or corporations, for debts,
damages, demands, or choses in action that were then due said
company, including their right to prosecute any receiver ap-
pointed by the state, etc.

It will further appear from said decree that the intention of
all parties, both of the state and defendants, was that the pro-
ceeds of this sale should be a full satisfaction of all debts, de-
mands, and liens tfte state held against said railroad company.

The decree referred to above being quite lengthy, only a synopsis is
here given. That part set out above in italics is important in throwing
light upon the contention of the State of Tennessee in its McMinuville
& Manchester Railroad claim, now pending before the committees on mil-
itary affairs of the senate, and war claims of the house of representa-
tives, of the fifty-fourth congress, which claim is also being contended
for by the Nashville, Chattanooga & St. Louis Railway.

On July 1, 1871, the clerk and master reported that $308,-
750 would be a fair and reasonable price for the road, but the
court, upon exceptions filed, overruled the clerk and master's
report, and fixed the minimum price at $300,000 in l>onds of
the state with coupons of January, 1871, attached, and a decree
was entered accordingly in minute book T, pp. 358, 359.

On July 6, 1871, the court adjudicated many matters in-
volved. See decree in minute book T, p. 3*59.

168 ABSTRACT OF TITLE TO M'MINNVILLE BRANCH

On September 30, 1871, a decree was entered reciting,
among other things, that the clerk and master had sold the Mc-
Minnville & Manchester Railroad to the company itself. See
minute book T, p. 528.

The McMinnville & Manchester Railroad Company never
complied with the terms of sale, and, on June 28, 1875,
another decree was entered confirming the sale of this road and
the Winchester & Alabama Railroad, together with their rights,
franchises, etc., to the Memphis & Charleston Railroad Com-
pany. See minute book No. 2, p. 438, which decree was duly
registered in the register's office of Warren county, in book 7,
No. 7, pp. 72, 73; in Coffee county, in book vol. No. 2, trust
deeds, etc., pp. 4, 5 [book E, p. 109]; in Franklin county, in
book 6, p. 40, and in trust book No. 1, pp. 354-5-6.

1. This decree is also set out herein, in the preceding- chapter, among
the decrees, acts, etc., relating- to the Winchester & Alabama Railroad
Company.

2. It will be noticed that the above referred to decree did not divest
and vest title to the McMinnville & Manchester Railroad in the Memphis
& Charleston Railroad Company, but reserved that until the said Mem-
phis & Charleston Railroad Company should determine in wham the title
should be vested. Subsequently, however, on July 10, 1875, the Memphis
& Charleston Railroad Company elected to have the title to this road
also taken in its own name, and a decree was entered accordingly. See
minute book No. 3, p. 58, which decree is also set out herein in next
chapter.

On July 28, 1877, the Memphis & Charleston Railroad Com-
pany sold this road, together with the Winchester & Alabama
Railroad, to the Nashville, Chattanooga & St. Louis Railway,
for the sum of $320,000 of 6 per cent, currency bonds exe-
cuted by the latter company January 1, 1877, and other con-
siderations. See deed in preceding chapter. This deed was
duly acknowledged and registered in the register's office of
Franklin county, in book 1, pp. 553-555; in Lincoln county, in
book Z, pp. 216-221; in Coffee county, in book P, pp. 453,
454; and in Warren county, in book 8, pp. 296-299.

This purchase was legal. Under Acts Tenn., 1871. ch. 69, which
superseded the Acts of 1871, ch. 22, it was provided that "every railroad
corporation in this state, whether created under a general or special
law, shall have the power to acquire by purchase or other lawful con-
tract, and have, hold, use, and operate, any railroad, with its franchises,
belonging to any other railroad company."

NASHVILLE, CHATTANOOGA A 8T. LOUIS RAILWAY. 169

What franchises, etc . passed to Nashville. Chattanooga &

St. Louis Railway under this Sale. In addition to the prop-
erty, right of way, lands, tracks, etc., therein conveyed, the
deed from the Memphis & Charleston Railroad Company of
the McMinnville & Manchester Railroad, above referred to,
specifically provided for the transfer of all the rights, privi-
leges^ immunities, and franchuw* of that company. These
rights, franchises, etc., are largely set out in the charter, and
amendments thereto, of the McMinnville & Manchester Rail-
road, which may be found further on in this chapter, but, by
Acts Tenn., 1851-2, ch. 269, p. 462, sec. 5, all the rights,
powers, and privileges of the Nashville c Chattanooga Rail-
road charter were also conferred upon that company. This
being so, the Nashville, Chattanooga & St. Louis Railway,
as the lawful purchaser thereof, is now entitled, on the line of
that road, to all the rights, franchises, etc., of its own charter
as well as those contained in the charter of the said McMinn-
ville & Manchester Railroad Company, and amendments thereto.

1. For franchises, etc., contained in charter of Nashville fe Chatta-
nooga Railroad Company, see ch. 1, herein.

2. By decree of July fi, 1871, as entered in minute book Y, p. 369, of
the chancery court at Nashville, Tenn., and decree of June 28, 1875, as
entered in minute book No. 2, p. 438, all the rights, privileges, immuni-
ties, franchises, etc., of the McMinnville & Manchester Railroad Com-
pany were vested in the Memphis fe Charleston Railroad Company.
Hence, the latter company, under the Acts of 1871, ch. 69, and acts
amendatory thereof, could make a legal transfer of the same to the
Nashville, Chattanooga fc St. Louis Railway.

3. The legislature may lawfully confer upon one company all the
rights, franchises, etc., of another, by simply referring to it in the man-
ner that this was done. See 8 Lea (Tenn.), 427.

Width Of right Of way. The Nashville, Chattanooga & St.
Louis Railway having become the lawful purchaser of the
road, right of way, easements, franchises, etc., of the McMinn-
ville & Manchester Railroad Company, as above explained, it
is now entitled to the franchises contained in sees. 21 and 22 of
its charter, as well as to sees. 23 and 24 of its own charter over
the line of that road, which give one hundred feet on each side
of the center of *the road, in the absence of any contract with
the original landowner to the contrary. (5 Pick., 293.)

For a general discussion of this and kindred subjects, together with
the right and method of taking more than one hundred feet on each side

170 ORIGINAL CHARTER OF M^MINNVILLE BRANCH

of the center of the road, when necessary for railroad purposes, see
Eminent Domain, Right of W<iy, herein. Refer to index.

Termini of McMinnville & Manchester Railroad. The

McMinnvillo & Manchester Railroad Company was chartered
by Acts Tenn., 1849-60, ch. 259, p. 497, to establish a com-
munication by railroad between McMinnville, Tenn., and the
Nashville & Chattanooga Railroad Company, in the direction of
Manchester. The road was built under this charter from the
said town of McMinnville through Manchester to Tullahoma,
on the Nashville & Chattanooga Railroad. The line from
McMinnville to Sparta was built under the charter of the
Southwestern Railroad Company, though by Acts Tenn.,
1851-2, ch. 269, p. 462, sec. 11, the charter of the McMinn-
ville & Manchester Railroad Company was extended from
McMinnville to Sparta, on condition that the people of White
county should make the same to McMinnville. The road could
have been extended from McMinnville to Sparta under this
amendment, instead of under the charter of the Southwestern
Railroad Company, as the people of White county subscribed
bonds as therein provided for. It is possible that the road may
have in fact been extended under this amendment, though the
rights, franchises, etc., of the Southwestern Railroad Company
were also purchased, which permitted the road to be so built.
The line from Sparta to Bon Air was built under the charter
of the Bon Air Railroad Company.

For charters of Southwestern Railroad Company and Bon Air Rail-
road Company, together with manner of acquiring them, refer to index.

Distance built when purchased by Nashville, Chattanooga &

St. Louis Railway. The entire line, from McMinnville to Tul-
lahoma, had been constructed when purchased by the Nashville,
Chattanooga & St. Louis Railway.

ORIGINAL CHARTER OF McMINNVILLE & MAN-
CHESTER RAILROAD COMPANY.

[Acts Tennessee 1849-50, ch. 259, p. 4$7.]

SECTION i. Incorporation, name, general powers.^ it

enacted by the General Assembly of the State of Tennessee, That

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 171

for the purpose of establishing a communication by railroad be-
tween McMinnville and the Nashville & Chattanooga Railroad
in the direction of Manchester, the formation of a company is
hereby authorized, which, when formed, shall be a l>ody corpo-
rate, by the name and style of the McMinnville & Manchester
Railroad Company, and by said corporate name
shall be capable in' law to buy, receive by gift,
hold, sell, and convey real and personal estate, as hereinafter
provided, make contracts, sue and be sued, to make Genera ,
by-laws, and to do all lawful acts properly incident P wers -
to a corporation, and necessary and proper to the transaction of
the business for which it is incorporated, and to have and use
a common seal, and the same to alter and destroy at its pleasure,
and shall have perpetual succession of its members.

1. General powers. Hy Acts Term., 1851-52, ch. 269, p. 462, sec. 5, this
charter was amended so that the company should have and enjoy all the
rights, powers, and privileges, and be subject to all the liabilities and
restrictions, prescribed in the charter of the Nashville fc Chattanooga
Railroad Company, and amendments thereto, except as provided other-
wise therein. See act itself set out herein in next chapter.

2. Scale of voting. Hy same acts, sec. 6, a settle of voting was pro-
vided. See act in next chapter.

3. Location. By same act, sec. 10. the road was required to be located
on the nearest and most practicable route to Nashville & Chattanooga
Railroad Company from McMinnville, to be judged of by the president
and directors. See act in next chapter.

4. By same act, sec. 11, the charter of this company was extended
from McMinnville to Sparta, on condition that the people of White county
make the same to McMinnville. See act in next chapter.

SEC. 2. Capital, value of shares, books opened, commis-
sioners. Books for subscription of forty thousand shares of
the capital stock of said company, of twenty-five dollars each,
shall be opened on the first Monday in April next, 1850, and
shall be kept open for six days, between the hours of ten o'clock
in the morning and four o'clock in the evening of each of those
days, at the following places, and by the following commis-
sioners, to wit: At McMinnville, by William White, William

C. Smartt, Geo. R. Smartt, Stokely I). Rowan, L. Comm!sslon .

D. Mercer, J. Woodla, R. A. Campl>ell, and Alex- ers -
ander Black; at Manchester, by W. P. Hickerson, W. R. Wil-
son, M. Stevens, W. Sherrel; at Hillsboro, by B. T. Hollins,
Joseph Howe, and J. Charles.

172 ORIGINAL CHARTER OF M 5 MINNVILLE BRANCH

Capital stock increased. By Acts 1851-2, ch. 269, p. 462, sec. 6. the
capital stock of this company was increased to 8100,000, and the com-
pany was granted power to increase it to $500,000.

SEC. 4. Deposit of money, commissioners; incorporation

perfected, When. As soon as the time for receiving subscrip-
tion, as aforesaid, shall have expired, the said commissioners
shall, respectively, deposit all the money so received by them
in some incorporated bank redeeming its notes in specie, to the
credit of the McMinnville & Manchester Railroad Company,
and subject to the order of the president of the board of com-
missioners hereinafter appointed, and shall also forward a correct
list of all the subscribers to the said stock, with the number of
shares each subscriber has taken, to a board of commissioners
Commis- * be composed of the following persons: William
sioners. c Smartt, W. M. White, George R. Smartt,

David Ramsey, Sr., George Stroud, Thomas Mabry, W. P.
Hickerson, W. R. Wilson, B. T. Hollins, and Joseph Howe,
who may establish rules to govern their proceedings, choose
their own president, and appoint such other officers and agents
as they may think proper, and prescribe their duties, and who,
or a majority of whom, shall meet at McMinnville on the third
Monday in January next, ascertain the whole number of shares
taken in the said company, and publish the same in some news-
paper printed in McMinnville, on or before the fourth Monday
in January next, and if the number of two thousand five hun-
dred shares shall have been subscribed, on each of which there
shall have been paid the sum of fifty cents, the McMinnville &
Manchester Railroad Company shall be regarded as
formed, and tnenceforth and from the day of
closing the books of subscription as aforesaid; and said sub-
scribers to the stock shall form a body politic and corporate in

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 173

deed and in law, by the name and for the purpose aforesaid,
and in all things to \te represented by the board of commis-
sioners aforesaid, until the election of a board of directors, as
hereinafter presented.

SEC. 5. Books kept open, when; incorporation, commis-
sioners. If, on closing the books aforesaid, the number of
two thousand five hundred shares shall not have been sub-
scribed, then, and in that case, the said board of commis-
sioners, by themselves or their agents, may receive subscrip-
tions till the sum of two thousand five hundred shares be taken;
and whenever that number of shares shall be subscril>ed, the

company shall IHJ considered as formed, as having

. , , . , , , , . , Incorporation,

a corporate existence as aforesaid, and of which

notice shall be given as hereinafter directed, and may proceed
to survey the route for the road, and to make an estimate of
the cost of its construction; nevertheless, no conclusive and
binding location of the road shall be made by the board of
commissioners, but the same shall be left to the determination
of the first board of directors chosen by the stockholders, and
the said l>oard of commissioners may, by themselves or their
agents, at such times and places as they may think proper, and
upon such terms as to time and manner of payment as they
may deem expedient, receive additional subscriptions until the
number of two thousand five hundred shares shall have been
subscril)ed, upon which the company may be formed, and the
subscribers shall thenceforth form a body corporate as afore-
said: Provided, The same shall be done on or before the first
day of January, 1852; and for the residue of the original num-
ber of forty thousand shares, the said corporation, when organ-
ized, may, in like manner, receive additional subscriptions.

SEC. 6. Reduction Of Shares. In case more than forty thou-
sand shares shall have been subscril>ed, on closing the books,
when they are first opened, the shares shall be reduced to that
numl>er by deducting the surplus shares from the highest sub-
scribers, placing them on equality of numl>ers as far as can be
done, and, after such reduction, the holders of the remaining
shares shall form the company, and be interested therein in

174: ORIGINAL CHARTER OF IVTMINNVILLE BRANCH

proportion to the number of shares which they may then re-
spectively hold.

SEC. 7. Money returned if shares not subscribed. If, on

closing the books on the first day of January, 1852, the num-
ber of two thousand five hundred shares^ shall not have been
subscribed, the money paid by each subscriber shall
be returned to him by the said board of commission-
ers, after defraying the expenses of opening the books, and
making a survey and map of the route, and estimate of the
cost of the road, which said commissioners are hereby author-
ized to have made as soon as practicable.

SEC. 8. President and directors, how chosen. The affairs

of said company shall be managed by a board of directors, to
Board of consist of , who shall be chosen by the

directors. stockholders from their own body, and a president
of the compan} 7 shall be chosen by the directors from among
their own members, in such a manner as the regulations of the
corporation shall prescribe.

1. By Acts Term., 1855-56, ch. 181, p. 281, any stockholder of the com-
pany, without regard to the number of shares he owned, was made
eligible to election as director.

2. The president and directors of the entire system of the Nashville,
Chattanooga & St. Louis Railway, of which this road now forms a part,
are elected under the charter of the Nashville. Chattanooga & St. Louis
Railway. See section 8 of said charter, in chapter 1 herein.

SEC. 9. Stockholders' first meeting, directors' election,

by-laWS, hOW enacted. As soon as the number of two thou-
sand five hundred shares shall have been subscribed, it shall be
the duty of the commissioners appointed to declare the same,
to appoint a time for the stockholders to meet at McMinnville,
and to give notice thereof by publication in - - newspaper,
at which time and place the said stockholders, in person or by
Elections- P rox J> shall proceed to elect the directors of the
by-laws. company and to enact all such regulations, rules,
and by-laws as may be necessary for the government of the
corporation and the transaction of its business. The persons
elected directors at this meeting shall serve for such period,
not exceeding one year, as the stockholders may direct, and at
this meeting the stockholders shall fix on the day and the place

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 175

or places where the subsequent elections for directors shall be
held, and such elections shall thenceforth be annually made;
but if the day of annual elections should pass without any elec-
tion of directors, the corporation shall not be thereby dissolved,
but it shall l>e lawful on any other day to hold and make such
elections, in such manner as may be prescribed by the by-laws
of the corporation.

SEC. 10. Vacancy in board, how filled. The board of di-
rectors may fill up all vacancies that may occur in it during the
period for which their board shall have been
elected; and in the absence of the president, may
till his place by the election of a president pro tempore.

See sec. 10 of charter of Nashville, Chattanooga & St. Louis Railway,
ch. 1. herein, as all corporate business of the entire system is now trans-
acted under that charter.

SEC. 11. Contracts and agreements binding without seal.

All contracts and agreements authenticated by the president
of the board, shall be binding on the company without seal, or
such other mode of authentication may be used as the company
by their by-laws may adopt.

See notes to sec. 11 of charter of Nashville, Chattanooga & St. Louis
Railway herein.

SEC. 12. Liability Of directors. The board of directors shall
not exceed, in their contracts, the amount of the capital of the
corporation and the funds which the company may contracts not
have borrowed and placed at the disposal of the funds
board; and, in case they should do so, the president and direct-
ors who may be present at the meeting at which such contracts
so exceeding the amount aforesaid, shall be jointly and sever-
ally liable for the excess, lx>th to the contractor and contractors
and the corporation; l*i'ovid<>d. That anyone may discharge
himself from such liability by voting against such contract or
contracts, and causing such vote to l>e recorded on the minutes
of the board, and giving notice thereof to the next general
meeting of the stockholders.

.See notes to sec. 12 of charter of Nashville, Chattanooga A- St. Louis
Railway, herein.

176 ORIGINAL CHARTER OF M'MINNVILLE BRANCH

SEC. 13. Exclusive transportation, rate of charge. The

said company shall have the exclusive right of transportation
or conveyance of persons, goods, merchandise, and produce
over the said railroad by them to be constructed; Provided,

That the charge of transportation or conveyance
Rates of toll. r

shall not exceed thirty-five cents per hundred

pounds on heavy articles, and two cents per cubic foot on arti-
cles of measurement, for every hundred miles, and five cents
per mile for every passenger; And provided also, That said
company may, when they see fit, farm out their right of trans-
portation on said road, subject to the rates above mentioned.

See notes to sec. 14 of charter of Nashville, Chattanooga & St. Louis
Railway, ch. 1, herein.

SEC. 14. Installments, SUitS for. The board of directors
may call for the payment of twenty-four and a half dollars on
Calls on each share of stock, in sums not exceeding two

stock. dollars in every thirty days; Provided, That twenty

days' notice be given of such call, in at least one public news-
paper of the state in which any of the stockholders may reside;
and a failure to pay, or secure to be paid, according to the
rules of the company, any of the installments so called, afore-
said, shall induce a forfeiture of the share or shares on which
default shall be so made, and all payments thereon, and the same
shall vest in and belong to the company, and may be restored
to the owner or owners by the board of directors, if they deem
proper, on the payment of all arrears on such shares and legal
interest thereon; or the directors may waive the
forfeiture after - - days' default, and sue the
stockholders for the installments due, at their discretion.

SEC. 15. Stock, hOW transferred. The stock of said com-
pany may be transferred in such manner and form as may be
directed by the by-laws of the said corporation.

See notes to sec. 16 of charter of Nashville, Chattanooga & St. Louis
Railway, chap. 1, herein.

SEC. 16. Capital increased, hOW. The said company may
at any time increase its capital to a sum sufficient to complete
the said road and stock it with everything necessary to give it

NASHVILLE, CHATTANOOOA <fc ST. LOUIS RAILWAY. 177

full operation and effect, either by opening books for new stock,
or by selling such new stock, or by borrowing money on the
credit of the company and on the mortgage of its charter and
works, and the manner in which the same shall be done in either
case shall be prescril)ed by the stockholders at a general meet-
ing; and any state, or any citizen, corporation, or company of
this or any other state or country, except such companies or
corporations as the state may own stock in, may subscribe for
and hold stock in said company, with all the rights, and subject
to all the liabilities of any other stockholder.

1. Capital increased. Hy Acts Tenn., 1851-52, ch. 269. p. 462, sec. 6,
the company was authorized to increase its capital to 8100,000, and to
again increase it to 8500.000 if it saw fit.

2. See sec. 17 of charter of Nashville, Chattanooga & St. Louis Rail-
way herein for method of increasing capital of general system.

SEC. 17. Directors' annual report ; may call general meet-
ings. The board of directors shall, once in every year at

least, make a full report on the state of the com- Directors to
,.,.. ,. - ,, make annual

pany and its anairs, to a general meeting of the report.

stockholders, and oftener, if directed by a by-law, and shall
have power to call a general meeting of the stockholders when
the board may deem it expedient.

SEC. is. Real property may be purchased for what. The

said company may purchase, have, and hold in fee, or for a
term of years, any lands, tenements, and hereditaments which
may be necessary for said road, appurtenances thereto, or for
the erection of depositories, storehouses, houses for the officers,
servants, or agents of the company, or for procuring timber,
stones, or other materials necessary for the construction of the
road or its appurtenances, or for effecting transjx)rtation thereon.

See notes to sec. 21 of charter of Nashville, Chattanooga & St. Louis
Railway, ch. 1, herein.

SEC. 19. Crossing and taking roads, water courses, and

turnpikes. The said company shall have the right, when nec-
essary, to construct the said road, or any branch thereof, across
or along any public road or water course; Provided, That the
said road and the navigation of such water course shall not be
thereby obstructed; And provided further, That such railroad
12

178 ORIGINAL CHARTER OF M'MINNVILLE BRANCH

shall not be located so near any turnpike road as to injure or
prejudice the interest of the stockholders in such turnpike road,
except upon such terms as may be agreed upon between the
president and directors of the same on behalf of the stock-
holders.

See notes to section 22 of charter of Nashville, Chattanooga fe St.
Louis Railway, chapter 1, herein.

SEC. 20. Purchase Of bridges, roads, etC. -The said com-
pany may purchase, have, and hold any bridge or turnpike road
over which it may be necessary to carry the said railroad, and,
when such purchase is made, to hold the said bridge or turn-
pike road on the same terms, and with all rights which belong
to the individual, individuals or corporation from which such
purchase may be made; Provided, That the said company shall
not obstruct any public road without constructing another as

convenient as may be.

See notes to sec. 23 of charter of Nashville, Chattanooga & St. Louis
Railway, ch. 1, herein.

SEC. 21. Condemnation for right of way. Where any

lands or rights of way may be required by the said company,
for the purpose of constructing their road, and for want of
agreement as to the value thereof, or from any other cause, the
same cannot be purchased from the owner or owners, the same
may be taken at a valuation to be made by five commissioners,
land l tIk S en 0r O1 a ma j ol 'ity of them, to be appointed by the cir-
certahied as cl1 ^ coul 't of the county where some part of the
land or right of way is situated, and the said commissioners,
before they act, shall severally take an oath, before some justice
of the peace, faithfully and impartially to discharge the duty
assigned them; in making the said valuation the commissioners
shall take into consideration the loss or damage which may occur

Commission- to the owner or owners in consequence of the land
ers to consider . , . , , , , ,

what. being taken, or the right of way surrendered, and

also the benefit and advantage he, she, or they may receive
from the construction or establishment of the railroad or works,
and shall state particularly the nature and amount of each; and
the excess of loss and damage over and above the benefit and
advantage shall form the measure of the valuation of said land

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 179

or right of way. The proceedings of the said commissioners,
accompanied with a full description of the said land or right of
way, shall be returned under the hands and seals of a majority
of the commissioners to the court from which the commission
issued, there to remain of record. In case either
party to the proceeding shall appeal from the valua-
tion to the next session 'of the court granting the commission,
and give reasonable notice to the opposite party of such appeal,
the court shall order a new valuation to be made by a jury, who
shall be charged therewith in the same term, or as soon as prac-
ticable, and their verdict shall be final and conclusive between the
parties, unless a new trial shall be granted; and the land or right
of way so valued by the commissioners or jury shall vest in the
said company in fee simple so soon as the valuation may be paid,
or when refused, may be tendered. Where there on what con-
may be an appeal, as aforesaid, from the valuation to proceed r

, ' , ' pending litlgt-

of commissioners by either of the parties, the same tion.

shall not prevent the works intended to be constructed from
proceeding; but where an apj>eal is by the company requiring
the surrender, they shall be at liberty to proceed in their works
only on condition of giving to the opposite party a bond, with
good security, to be approved of by the clerk of the
court where the valuation is returned, in a penalty
equal to double the said valuation, conditioned for the payment
of said valuation and interest in case the same be sustained, and,
in case it )>e reversed, for the payment of the valuation there-
after to l>e made by the jury and confirmed by the court; Pro-
vided, That when the land cannot be had by gift or purchase,
the operations of the work are not to be hindered work not to be
or delayed during the jxmdency of any proceeding gal process,
to assess its value as aforesaid, nor shall any injunction or su-
persedeas be awarded by any judge or court to delay the prog-
ress of said work.

See notes to sec. 24 of charter of Nashville. Chattanooga & St. Louis
Railway, ch. 1, herein, for full discussion of this section. The sections
are the same.

SEC. 22. In absence of contract, right of way one hundred

feet, When. In the absence of any contract with the said com-

180 ORIGINAL CHARTER OF M^MINNVILLE BRANCH

pany, in relation to any lands through which the said road may
Rights when P ass ? signed by the owner thereof, or by his agent, or
presumed. claimant, or any person in possession thereof, which
may be confirmed by the owner, it shall be presumed that the
land upon which the said road may be constructed, together

Right of way w ^ n a s P ace f one hundred feet on each side of the
100 ft., when. cen ter of the said road, has been granted to the
company by the owner thereof; and the said company shall
have good right and title thereto, and shall have, hold, and
enjoy the same as long as the same be used only for the pur-
poses of the road, and no longer, unless the persons or person
owning the said road at the time that part of the road which
may be on the land was finished, or those claiming under him,
her, or them, shall apply for an assessment for the value of the
said lands, as hereinbefore directed, within five years next after
that part of said road was finished; and in case the said owner
or owners, or those claiming under him, her, or them, shall
not apply for such assessment within five years next after the
said part was finished, he, she, or they shall be for-
barr e ed C in V two ever Barred from recovering the said land or hav-
removafo 6 / ^ n g an J assessment or compensation therefor; Pro-
disability. vided, Nothing herein contained shall affect the
right of femes covert, or infants until two years after the re-

moval of their respective disabilities.

See notes to sec. 25 of charter of Nashville, Chattanooga & St. Louis
Railway, ch. 1, herein, for full discussion of this section. The sections
are the same.

SEC. 23. Forfeiture and penalty for intrusion. if any per-

son shall intrude upon the said railroad, or any part thereof,

by any manner of use thereof, or of the rights and

privileges connected therewith, without the permis-

sion or contrary to the will of said company, he, she, or they

shall forthwith forfeit to the said company all the vehicles that

may be so intruded on said road, and the same may
Penalty.

be recovered by suit at law; and the person or per-

sons so intruding may be indicted also for misdemeanor, and,
upon conviction, fined and imprisoned by any court of compe-

tent jurisdiction.

See 3 Hum. (Tenn.), 481-483, for misdemeanor.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 181

SEC. 24. Obstructing or damaging road or bridge, punish-
ment. If any person shall willfully and maliciously destroy
or in any manner hurt, damage, or destroy the said railroad,
or any bridge, or any vehicle used for or in trans|x>rtation

thereon, such iHjrson or persons so offending shall

.,.,,. , . Punishment,

be liable to be indicted therefor, and, on convic-
tion, shall be imprisoned not more than six months nor less
than one month, and pay a tine not less than twenty dollars,
and shall be further liable to pay all the expenses of repairing
the same.

See notes to section 27 of charter of Nashville, Chattanooga & St.
Louis Railway, chapter 1, herein.

SEC. 25. Obstruction a public nuisance. Every obstruction
to the safe and free passage of vehicles on the said road shall
be deemed a public nuisance, and may be abated as such by any
officer, agent, or servant of the company, and the person caus-
ing such obstruction may be indicted and punished for erecting
a public nuisance.

The word "obstruction," as used by railroad men, is not such a term
of art as requires explanation bv an expert. 6 Heis. (Tenn.), 347. See,
also, 3 Head, 522; 1 Hax., 55.

SEC. 26. Storage Charges allowed, When. The said com-
pany shall have the right to take, at the storehouse they
may establish or annex to their railroad, all goods, R Je f
wares, merchandise, and produce intended for trans- I*" 1 ** 10 "-
]K>rtation, prescribe the rules of priority, charge and receive
such just and reasonable compensation for storage as they may,
by rules, establish (which they shall cause to be published), or
as may be fixed by agreement with the owner, which may be
distinct from the rates of transportation; Provided, That the
said company shall not charge or receive storage on goods,
wares, merchandise, and produce which may be delivered to
them at their regular de}M>sitories for immediate Nottoehlre
transportation, and which the company may have when -
the power of transporting immediately.

See notes to sec. 21) of charter of Nashville, Chattanooga & St. Louis
Railway, ch. 1, herein.

SEC. 27. Dividends paid, When. The profits of the company,

182 ORIGINAL CHARTER OF M'MINNVILLE BRANCH

or so much thereof as the board of directors may deem advis-
able, shall, when the affairs of the company will permit, be
semiannually divided among the stockholders in proportion to
the stock each may hold.

See notes to sec. 30 of charter of Nashville, Chattanooga & St. Louis
Railway, ch. 1, herein, as all dividends are now paid under that charter.

SEC. 28. Banking prohibited; may insure. The said com-
pany is hereby expressly prohibited from carrying on any bank-
ing operation, but may effect insurance on lives and property
transported on the road.

SEC. 29. Crossings Of roads and lands. Whenever in the
construction of said road it shall be necessary to cross or in-
tersect any established road or way, it shall be the duty of the
company to construct said road across such established road or
way, so as not to impede the passage or transportation of per-
sons or property along the same, or where it shall be necessary
to pass through the land of any individual, it shall be their
duty to provide for such individual a proper wagon way or
ways across said road from one part of his land to another.

See notes to sec. 32 of charter of Nashville, Chattanooga & St. Louis
Railway, ch. 1, herein.

SEC. 30. Additional powers. The said company shall have
and possess such additional powers as may be convenient for
the due and successful execution of the powers granted in this
charter and for the successful construction and management of
the work.

See notes to section 33 of charter of Nashville, Chattanooga & St.
Louis Railway, chapter 1, herein.

SEC. 31. Charter, how amended. This charter shall be
amendable from time to time by the legislature whenever the
president and directors shall unanimously petition for amend-
ments, specifying in the petition the nature of such amend-
ments.

See notes to section 34 of charter of Nashville, Chattanooga & St.
Louis Railway, chapter 1, herein, for full discussion of this section.

SEC. 32. Directors trustees in case of dissolution. If, by

decree or otherwise, the said corporation shall be dissolved, the
president and directors of said company are created trustees,

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 183

with such jK)\vers only as may be necessary to collect the debts
due the company, preserve the property, pay the debts, and
distribute the proj>erty and effects of the company to those who
may l>e entitled thereto under the charter.

Sci- notes to sec. 37 of charter of Nashville, Chattanooga fe St. Louis
Railway, ch. 1, herein.

SEC. 33. Exemption from taxation. The capital stock of

the company shall l>e exempt from taxation until the dividends
amount to six per cent., and the road, with all its fixtures and
appurtenances, shall be exempt from taxation ior the period of
twenty years from the completion of the road, and no longer.

See notes to sec. 38 of charter of Nashville, Chattanooga & St. Louis
Railway, ch. 1, herein.

SEC. 34. Road to be commenced and completed, when. The

railroad authorized by this act shall be commenced within three
years after the passage of this act, and shall be finished within
six years thereafter; otherwise, the charter hereby granted
shall be void. (Acts Tenn., 1849-50, ch. 259, p. 497; passed
February 4, 1850.)

By Acts 1851-2, ch. 269, p. 462, sec. 8, the company was granted ten
years to complete the road and five years to begin the construction
thereof.

CHAPTER X.

DECREES AND ACTS RELATING TO AND AMENDING CHARTER
OF McMINNVILLE & MANCHESTER RAILROAD COMPANY.

DECREE VESTING TITLE TO McMINNVILLE &

MANCHESTER RAILROAD IN MEMPHIS &

CHARLESTON RAILROAD COMPANY.

STATE OF TENNESSEE v. EDOEFIELD & KENTUCKY RAILROAD

COMPANY ET AL.

This cause being again heard on this tenth of July, 1875,
before the Hon. Thos. H. Malone, special chancellor, by reason
of the incompetency of the chancellor, upon the previous pro-
ceedings and the equities reserved by the decree entered on a

184 DECREES, ETC., RELATING TO M'MINNVILLE BRANCH

former day of the present term, touching the vesting of the
title of the McMinnville & Manchester Railroad, its property
and franchises, by which such vesting was suspended until the
Memphis & Charleston Railroad Company shall direct to whom
the title is to be made, and it now appearing from a letter of
W. Y. C. Humes, the solicitor of the Memphis & Charleston
Railroad Company in this cause, to one of the solicitors of the
state, under date of July 8, 1875, and filed with the papers,
that the Memphis & Charleston Railroad Company desires and
now directs that the title be made to it:

It is therefore ordered, adjudged, and decreed that the title
to the said McMinnville & Manchester Railroad Company, its
property and franchises, as sold by the state commissioners, be,
and the same is hereby, vested in the Memphis & Charleston
Railroad Company, its successors and assigns. And the clerk
and master is authorized to give to the purchasers, for registra-
tion, certified copies of this and the former decree at this term,
upon demand and the payment of the proper charges.

THOS. H. MALONE, Special Chancellor.

Entered July 10, 1875, book No. 3, p. 58, chancery court,
Nashville, Tenn.

The McMinnville & Manchester Railroad was first bought by the com-
pany itself under the proceedings instituted by the state to sell the road,
as explained in preceding chapter. As the company failed to comply with
the terms of sale, however, the road was again put up and sold, when the
Memphis & Charleston Railroad Company bid it in, and on June 28, 1875,
a decree was entered confirming the sale of the road, franchises, etc., to
said company. See minute book No. 2, p. 43S, of the Chancery Court at
Nashville, Tenn.

Said decree was registered in Warren county, in book 7, p. 72, 73; and
in Coffee county, in book vol. 2 (trust deeds, etc.). pp. 4, 5.

It will be noticed from the decree, however, which is also inserted
herein in ch. 8, that the Memphis & Charleston Railroad Company did
not have the title vested in it in that decree, but reserved the matter.
The above decree, therefore, was necessary.

Charter amended ; rights, powers, and privileges of Nashville
& Chattanooga Railroad Company conferred on McMinn-
ville & Manchester Railroad Company ; capital increased ;
scale of voting provided ; commissioners ; route located ;
may extend to Sparta, how.

SECTION 5. Be it further enacted, That the charter of the
McMinnville & Manchester Railroad Company be so amended

NASHVILLE, CHATTANOOGA A 8T. LOUIS RAILWAY. 185

as that said company shall have and enjoy all the rights, pow-
ers, and privileges and l>e subject to all the liabilities and re-
strictions prescril>ed in the charter of the Nashville & Chatta-
nooga Railroad Company and in the various amendments
thereto, except as herein further provided.

SEC. 6. Be it enacted, That the capital stock of said com-
pany shall be one hundred thousand dollars, to be divided into
shares of twenty-five dollars each, and the company Cap | ta j stock
shall have power to increase the capital stock to lncre sed -
five hundred thousand dollars; and when one thousand shares
of the capital stock are subscribed for, said company may or-
gani/e by the election of a board of directors, who shall elect
a president from their number, as prescribed in the charter of
the Nashville & Chattanooga Railroad Company, and at all
meetings of the stockholders, when a vote is to be taken, stock-
holders may vote in person or by proxy, and, in the election
of directors and in voting on all questions which coine before a
meeting of stockholders, or which may be submitted to a de-
cision of the stockholders in any other manner, the vote shall
be taken according to the following scale: The owner of one or
two shares shall be entitled to one vote; the owner g^,^
of not less than three nor more than four shares votln *-
shall be entitled to two votes; the owner of not less than live
nor more than six shares shall be entitled to three votes; the
owner of not less than seven nor more than eight shares, to
four votes; the owner of not less than nine nor more than
eleven shares, to five votes; the owner of not less than twelve
nor more than fifteen shares, to six votes; the owner of not
less than sixteen shares nor more than twenty, to seven votes;
the owner of not less than twenty-one shares nor more than
twenty-six, to eight votes; the owner of not less than twenty-
seven nor more than thirty-three shares, to nine votes; the
owner of not less than thirty-four nor more than forty shares,
to ten votes; and the owner of every ten shares alx>ve forty
shall be entitled therefor to one vote; I'rov'uled, That no indi-
vidual, corporation, or company shall be entitled to more than
five hundred votes.

186 DECREES, ETC., RELATING TO M'MINNVILLE BRANCH

SEC. 7. Be it enacted, That S. D. Rowan, L. D. Mercer, R.
B. Cain, Wm. Smart, Dr. Davis, Win. H. Colson, M. Hoover,
(/. Colson, Lawson Wileman, Joseph M. Howe, W. P. Hick-
erson, - - Bashaw, R. B. Anderson, John Charles, Alexan-
der E. Patton, Herndon Greene, Peter S. Decherd, Thomas C.
Smart, H. H. Harrison, M. Hill, H. L. W. Hill, and Robert
Commission- Webb be, and they are hereby, constituted a board
ers< of commissioners, any seven of whom may act, to

manage all the affairs of said company until it shall be organ-
ized by the election of a board of directors, as aforesaid; to
procure the subscription of stock, by the appointment of an
agent or agents for that purpose, or in such manner as they
may deem best; to provide for experimental surveys of routes
for said railroad, and for the payment for making said surveys
and for procuring said subscriptions, out of such calls on the
stock subscribed for as they may deem advisable, out of the
funds hereafter provided for, but they shall not be compelled
to require any part of the stock subscribed for to be paid in
cash, at the time it is subscribed for; and at all meetings of said
commissioners they may vote in person or by proxy in relation
to the affairs of the company before its organization as afore-
said, and they shall require each subscriber to execute his note
to the company for one dollar for each share of stock subscribed
for by him, and it shall be lawful for the same to be sued for
and recovered of such subscriber, in the name of the company,
whether organized or not, to be used when paid in defraying
the expenses incurred by the commissioners in the manner afore-
said.

SEC. 8. Be it further enacted, That said company shall have
ten years to complete their said railroad, and shall have five
Time to begin vears to begin the construction of said road; and
and complete, whenever five miles of the road shall have been
completed, said company may carry on its regular business on
the same.

SEC. 9. Be it enacted, That anything in the charter of the
McMinnville & Manchester Railroad Company, inconsistent
wit the provisions of this act, is hereby repealed.

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 187

0. 10. Be it enacted, That in the locution of the McMinn-
ville & Manchester Railroad, it shall be located on the nearest
and most practical route to the Nashville & Chatta-
nooga Railroad from McMinnville, to be judged of
by the president and directors; Provided, That the thirteenth
section of the act incorporating the Nashville & Chattanooga
Railroad Company, shall not be a part of the charter of the
said Southwestern Railroad Company, nor McMinnville &
Manchester Railroad Company; And provided, That nothing
in this act shall be so construed as to authorize the governor to
indorse the bonds of said companies, nor shall the name of the
road hereby incorporated control its location, but the same
shall l>e left to the discretion of the president and board of di-
rectors.

SKC. 11. Be it enacted, That the charter of said road shall
be continued from McMinnville to Sparta, on condition that
the people of White county make the same to Me- May txtend to
Minnville. (ActsTenn., 1851-2, ch. 269, p. 462; spam. how.
passed January 31, 1852.)

Charter amended, any stockholder may be director.

SEC. 58. Be it further enacted, That from and after the pas-
sage of this act, any stockholder of the McMinnville & Man-
chester Railroad Company shall be eligible to election as di-
rector of said company, without regard to the number of
shares of stock owned by him in said company. (Acts Tenn.,
1855-6, ch. 181, p. 281; passed February 27, 1856.)

Town of McMinnville authorized to subscribe for stock in
McMinnville & Manchester Railroad Company, how.

SEC. 12. Be it enacted, That the mayor and aldermen of the
town of McMinnville, in the county of Warren, in this state,
shall have the same power, and in the same manner, to subscribe
for stock in the McMinnville & Manchester Railroad Company,
as the mayor and aldermen of the town of Franklin have to sub-
scribe for stock in the Tennessee & Alabama Railroad Company
or in any railroad company running near said town. (Acts
Tenn., 1855-6, ch. 204, p. 384; passed February 26, 1855.)

188 DECREES, ETC., RELATING TO M'.MINNVILLE BRANCH

Purchasers of McMinnville & Manchester Railroad at state
sale authorized to be credited with any amount recov-
ered by the United States, in suit against it, for iron,
rails, etc., furnished.

SECTION 1. Be it enacted, by the General Assembly of the
State of Tennessee, That, in the event the United States shall
recover any amount in the suit for the sum of sixty-seven thou-
sand dollars, which the said United States has brought in the
federal court, at Nashville, against the McMinnville & Man-
chester Railroad Company for the value of iron, rails, material,
and rolling stock alleged to have been furnished said company,
and to secure which a lien was retained, with the right reserved
to the United States to put a receiver in charge of said railroad,
that the commissioners appointed to sell the delinquent rail-
roads in the State of Tennessee be directed and authorized to
credit the said company who purchased said road, with the
amount of such recovery; Provided, That said McMinnville &
Manchester Railroad Company shall not have the benefit of this
act unless it, in good faith and to the satisfaction of said com-
missioners, makes all proper and necessary defenses to said
suit brought against it by the United States.

SEC. 2. Be it further enacted, That this act take effect from
and after its passage,/the public welfare requiring it. (Acts
Tenn., 1872, ex. ses., p. 39, ch. 16; passed March 30, 1872.)

Claims between State of Tennessee and United States in re-
gard to McMinnville & Manchester Railroad authorized
to be settled, how.

WHEREAS, There are large and unsettled claims between the
State of Tennessee and the United States government; and,

WHEREAS, It is important that said claims should be ad-
justed; therefore,

SECTION 1. Be it enacted by tlie General Assembly of the
State of Tennessee, That the governor of the State of Tennessee
be, and he is hereby, fully authorized and empowered to settle
with the government of the United States all the unadjusted
claims between the Memphis, Clarksville & Louisville Railroad
and said government; also all claims the State of Tennessee and

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 189

the McMinnville & Manchester Railroad Company hold against
the government of the United States, and all claims the United
States holds against said McMinnville & Manchester Railroad
Company for damages done the McMinnville & Manchester
Railroad, or damages done said company by the United States,
or for iron, engines, rails, and other materials furnished said
company; and, also, all other claims the State of Tennessee
holds against the United States government in connection with
Tennessee railroad interests.

SBC. 2

SEC. 3. Be it further enacted, That this act take effect from
and after its passage, the public welfare requiring it. (Acts
Tenn., 1872, ex. ses., p. 35, ch. 13; passed March 30, 1872.)

Comptroller authorized to settle with B. J. Hill, president and
receiver of the McMinnville & Manchester Railroad.

SECTION 1. Be it enacted by tfte General Assembly of the
State of Tennessee, That the comptroller be authorized and di-
rected to make full settlement with B. J. Hill, as receiver and
late president of the McMinnville & Manchester Railroad.

SEC. 2. Be it further enacted, That when said settlement
shall have been made on or upon B. J. Hill's sworn statement,
if there should be anything due said receiver for balance of
salary, or for money exj>ended out of his own private means
as such receiver for said road, that the comptroller issue his
warrant upon the treasurer in favor of B. J. Hill, said receiver,
for whatever amount found to be due him on final settlement.

SEC. 3. Be it further enacted, That this act take effect from
and after its passage, the public welfare requiring it. (Acts
Tenn., 1875, ch. 52, p. 49; passed March 11, 1875.)

State aid to McMinnville & Manchester Railroad. Many

acts of the legislature were passed authorizing state aid to be
granted to the McMinnville & Manchester Railroad for the pur-
pose of building and equipping its road. The state aid was
given by having the governor to indorse the bonds of the road
on l>ehalf of the state. These acts are quite lengthy, and are
so seldom required that for the puri>ose of space and economy

190 DECREES, ETC., RELATING TO M\MINNVILLE BRANCH

it is not deemed advisable to insert them in full in this compila-
tion, but simply to refer to the act and page where they can
be found.

Below will be found all acts relating to this subject, set out
in the order of their passage:

Acts 1851-2, ch. 151, governor authorized to issue coupon
bonds, for amount not exceeding $8,000 per mile, on certain
conditions. (For conditions, see act.)

Acts 1853-4, ch. 131, sec. 1, state aid to the extent of
$10,000 a mile.

Acts 1855-6, ch. 120, p. 143, sec. 13, governor authorized
to issue bonds to amount of $30,000, in constructing bridge
across Barren Fork of Collins river, Hickory creek, and Duck
river.

Acts 1857-8, ch. 118, p. 301, governor authorized to issue
bonds to.

Acts 1865-6, ch. 14, p. 33, governor authorized to issue
bonds to the Manchester & McMinnville Railroad to the amount
of $346,000.

Acts 1865-6, ch. 49, p. 75, governor authorized to issue
bonds to amount of $54,000.

Resolution authorizing postponement of sale of McMinnville
& Manchester Railroad.

WHEREAS, The purchasers of the McMinnville & Manchester
railroad have made one payment of seventy-five thousand dol-
lars, and are now in default one payment, for which the road
is now advertised for resale by the state commissioners for the
sale of delinquent railroads; and,

WHEREAS, Since the sale and purchase aforesaid, the real
purchasers, the Memphis & Charleston Railroad Company, in
the lease of its main trunk, impaired, to some extent, its power
to raise money; but,

WHEREAS, The purchasers have come forward and shown
not onl} 7 an honest purpose to comply with the contract, but a
determination to do it if some indulgence is shown; therefore,

Resolved by the Senate and House of Representatives, That

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 191

the state commissioners for the sale of delinquent railroads be,
and they are hereby, instructed to postpone the resale of the
McMinnville & Manchester Railroad until after the first of May
of the present year, provided the purchasers, and such of the
sureties as will l>e satisfactory to the commissioners, shall agree,
in writing, to the same, and that the postponement shall in no
way affect the rights of the state against them on their bond
for the full amount which may be due thereon, nor the right
of the state to enforce its lien upon the property. (AclsTenn.,
1873, p. 202; approved January 28, 1873.)

192 ABSTRACT OF TITLE TO M'lIINHVILLE BRANCH

CHAPTER XL

THE SOUTHWESTERN RAILROAD COMPANY.
. (Now FORMS PART OF MCMINNVILLE BRANCH.)

How acquired by Nashville, Chattanooga & St. Louis Rail-
way. Under the general improvement laws of 1851-52, and
amendments thereto, the State of Tennessee, through its gov-
ernor, indorsed the bonds of the various railroads in the state,
to aid in their construction, retaining a lien on the respective
roads so assisted as security therefor; among the number was
the Southwestern Railroad Company. Default having been
made in the payment of interest on the bonds issued for its
benefit, a bill was filed in the chancery court at Nashville, Tenn.,
in the name of the state against the Edgetield & Kentucky Rail-
road Company et als., to which the said Southwestern Railroad
Company was also made a defendant, seeking to enforce the
state's lien or statutory mortgage. This bill was filed, as ex-
plained in other chapters, in pursuance of an act of the legisla-
ture of 1870-71, ch. 23, p. 25, authorizing the sale of all de-
linquent roads, the tenth section of which provided "that upon
sale of any of the franchises of either of the railroad companies
by the commissioners under the provisions of this act, all the
rights, privileges, and immunities appertaining to the franchise
so sold, under its act of incorporation, and the amendments
thereto, and the general improvement laws of the state and acts
amendatory thereof, shall be transferred to and vest in such
purchaser, and the purchaser shall hold said franchise subject
to all liens and liabilities in favor of the state, as now provided
by law against the railroad companies.

On June 8, 1871, a pro confesso was taken against the said
Southwestern Railroad Company, as per decree entered in minute
book T, p. 406, and on July 6, following, the amount of in-

NASHVILLE, CHATTANOOGA 4 ST. LOUIS RAILWAY. 193

debtedness of said road to the state was adjudicated at $553,790
and the road ordered sold. See minute hook T, p. 372.

At the sale, the Southwestern Railroad Company itself be-
came purchaser of its own road, franchises, etc. See minute
book T, p. 507.

Subsequently it sold them to the Nashville, Chattanooga &
St. Louis Railway. At the date of the latter sale, however,
only a small part of the road had been constructed, but the
Nashville, Chattanooga & St. Louis Railway, under and by
virtue of the rights, franchises, etc., it had acquired by the
purchase of the road, together with the rights and franchises
it had acquired by its purchase of the McMinnville & Manches-
ter Railroad, as heretofore explained in chapter 9, completed
the road to Sparta. The road from Sparta to Bon Air was
built subsequently, under the charter of the Bon Air Railroad
Company.

1. For charter of Bon Air Railroad Company, and how it was ac-
quired, see index.

2. The Nashville, Chattanooga & St. Louis Railway could have ex-
tended the road from McMinnville to Sparta under the charter and
amendments of the McMinnville & Manchester Railroad Company, as by
Acts Tenn., 1851-2, ch. 269, p. 462, sec. 11. the charter of said road was
amended so as to permit it to be done, under the condition therein set
out, which was subsequently performed.

3. The purchase of this road and its franchises by the Nashville,
Chattanooga & St. Louis Railway was legal. Under the Acts of 1871, ch.
69. which superseded the Acts of 1871. ch. 22, it was provided that ''every
railroad corporation in this state, whether created under a general or
special law, shall have power to acquire by purchase, or other lawful
contract, and have, hold, use, and operate any railroad, with its fran-
chises, belonging to any other railroad company.''

Width Of right Of way. The Nashville, Chattanooga & St.
Louis Railway having become the lawful purchaser of the
road, right of way, easements, franchises, etc., of this company,
together with those of the McMinnville <& Manchester Railroad
Company, it is now entitled to all the rights, franchises, etc.,
contained in their charters. Section 1 of the charter of the
Southwestern Railroad Company gave it all the rights, powers,
and privileges contained in the charter of the Nashville &
Chattanooga Railroad Company. Sections 23 and 24 of the
latter charter gave a right of way of one hundred feet on each
side of the center of the road in the absence of any written

194 ORIGINAL CHARTER OF SOUTHWESTERN RAILROAD CO.

contract with the original landowners to the contrary. 5 Pick.,
293. Sections 21 and 22 of the charter of the McMinnville
& Manchester Railroad Company gave the same number of
feet, and by Acts 1851-2, ch. 269, p. 462, sec. 11, the said
charter was extended over the proposed line from McMinnville
to Sparta. This being so, the Nashville, Chattanooga & St.
Louis Railway would now be entitled, over that line, to the
two hundred feet width of right of way, whether the road
was extended under one charter or the other.

1. Independent of the franchises contained in the charter of this com-
pany and the McMinnville & Manchester Railroad Company, the
Nashville, Chattanooga & St. Louis Railway would doubtless now be
entitled, over the line of this road, to one hundred feet on each side of
the center of the road, for by Acts Tenn., 1849-50, ch. 266. sec. 3, it was
provided that all branches of the Nashville & Chattanooga Railroad
Company, as may be made, shall have all the rights and privileges, and
shall be placed in all respects on the same footing, with the said Nash-
ville & Chattanooga Railroad Company.

2. The road from Sparta to Bon Air was built under the charter of
the Bon Air Railroad Company. For charter, how road acquired, and
width of right of way of that branch, see index.

3. For a general discussion of this and kindred subjects, together
with the right and method of taking more than two hundred feet when
necessary for railroad purposes, see Eminent Domain, Right of Wnu,
herein. Refer to index.

ORIGINAL CHARTER OF THE SOUTHWESTERN
RAILROAD COMPANY.

(Acts Tenn., 1851-52, ch. 269, p. 462.)

SECTION i. Incorporation, name, general powers.^ it

enacted by the General Assembly oftke State of Tennessee, That
a body politic and corporate is hereby constituted by the name
and style of the Southwestern Railroad Company, for the pur-
pose of constructing a railroad from Danville, in the State of
Kentucky, to connect with the McMinnville & Manchester
Railroad, and said company shall have and enjoy all the rights,
powers, and privileges, and be subject to all the liabilities and
restrictions, prescribed in the charter of the Nashville & Chatta-
nooga Railroad Company, and in the various amendments
thereto, except as herein further provided.

1. It will be noticed that the above section conferred upon the com-
pany all the rights, powers, and privileges, and subjected it to all the
liabilities and restrictions, of the Nashville & Chattanooga Railroad Com-

NASHVILLE, CHATTANOOGA A ST. LOUIS RAILWAY. 195

pany's charter. For full discussion thereof, see chapter 1, herein. See,
also, index for particular power desired.

2. The legislature may lawfully confer upun one company all the
rights, powers, franchises, etc., of another by simply referring to it in
the manner that this was done. See 8 Lea (Tenn.), 427.

3. By Acts 1868-69. ch. 11, p. 93, sec. 25, the Nashville & Cincinnati Rail-
road Company was granted the privilege of uniting on a common track
with this company from the junction of the Tennessee & Pacific Railroad
with this company's railroad to Danville, Ky., if companies agreed. See
act in next chapter.

4. By Acts Tenn., 1849-50, ch. 259, p. 497, another company was char-
tered, known as the Sparta fe McMinnville Railroad Company, for the
purpose of constructing a railroad from McMinnville to Sparta, but that
company was never organized.

SEC. 2. Capital, increase of value of shares, election of
president and directors, voting. /?* it enacted, That the capi-
tal stock of said company shall be one million of dollars, to be
divided into shares of twenty-five dollars each, and the com-
pany shall have power to increase the capital stock to three
millions of dollars; and, whenever five thousand shares of the
capital stock are subscribed for, said company may organize
by the election of a board of directors, who shall elect a presi-
dent from their number, as prescribed in the charter of the
Nashville & Chattanooga Railroad Company, and, at all meet-
ings of the stockholders, when a vote is to be taken, One vote for
each stockholder shall be entitled to one vote for eachshare -
each share of stock held by him.

By Acts Tenn., 1855-56, ch. 229, p. 469, sees. 4, 9, the charter of this
company was amended so that any stockholder should be eligible as a
director, or to any other office, without reference to the amount of his
stock.

SEC. 3. Commissioners, powers of, subscriptions to stock.

Be it enacted, That A. Philips, E. N. Cullom, R. Kenner,
J. L. Goodall, O. S. Woods, R. B. Cain, Thomas E. Bram-
lett, D. Haggard, J. H. West, J. L. Quarles, R. Blain, J. F.
Bell, W. Lair, C. B. Coffee, and M. J. Brien be, and they are
hereby, constituted a board of commissioners, a majority of
whom may act, to manage all the affairs of said company until
it shall l>e organized by the election of a board of directors as
aforesaid, to procure the subscriptions of stock, by the appoint-
ment of an agent or agents for that purpose, or in such manner
as they may deem best; to provide for experimental

Survcvs

surveys of routes for such railroad, and for the

196 ORIGINAL CHARTER OF SOUTHWESTERN RAILROAD CO.

payment for making said surveys, and for procuring said sub-
scriptions, out of such calls on the stock subscribed for, as they
may deem advisable, out of the funds hereafter provided for,
but they shall not be compelled to require any part of the stock
subscribed for to be paid in cash at the time it is subscribed for.

At all meetings of said commissioners, they may
Commission- . , . , .

ers, how to vote in person or by proxy in relation to the affairs

of the company, before its organization as afore-
said, and they shall require each subscriber to execute his note

to the company for one dollar for each share sub-
Subscriber to J

for e sub e scrip e - s scrilje(1 for y him, and it shall be lawful for the
same to be sued for and recovered of such sub-
scriber in the name of the company, whether organized or not,
to be used, when paid, in defraying the expenses incurred by
the commissioners in the manner aforesaid.

SEC. -L Road to commence and be completed, when ; inte-
gral parts. Be it further enacted, That said company shall
have ten years to complete their said railroad, and whenever
five miles of the road shall have been completed said company
may carry on its regular business upon the same. And said
company shall have five years in which to begin the construc-
tion of said railroad. (Acts Tenn., 1851-2, ch. 269, p. 462;
passed January 31, 1852.)

1. By Acts Tenn.. 1853-4, ch. 131, p. 205, sec. 11, the further time of
two years was given this company to bring itself within the provisions
of the act entitled "An act to establish a system of internal improve-
ments in this state. "

2. By Acts Tenn., 1855-6, ch. 60, p. 67, sec. 5, an additional two years
was granted as above.

3. By Acts Tenn., 1857-8. ch. 130, p. 326, sec. 2, an additional two
years was granted as above.

4. Extra time granted to complete road. By Acts Tenn., 1865-6, ch.
107, p. 295. this company was granted the further time of ten years to
complete its road.

5. By Acts 1859-60, ch. 78, p. 305. sec. 1, the further time of two years
was granted this company to bring itself within internal improvement
acts.

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 197

CHAPTER XII.

ACTS OF TENNESSEE RELATING TO SOUTHWESTERN RAIL-
ROAD COMPANY.

Nashville & Cincinnati Railroad Company authorized to unite
on common track witb Southwestern Railroad Company,
how.

SEC. 25. Be it furtlier enacted, That the Nashville & Cin-
cinnati Railroad Company may unite on a common track with
the Southwestern Railroad Company from the junction of the
Tennessee & Pacific Railroad with the Southwestern from said
junction to Danville, Kentucky, if the companies shall both
agree on said union or consolidation, by filing a written state-
ment of the contract with the governor of the State of Ten-
nessee, which contract shall be made a matter of record, and
said contract shall be valid and binding in law and equity, and
both companies shall have all the rights and privileges now
granted by law to each company, except that there shall be
but one set of officers on the road after the consolidation, and
shall be governed by the general internal improvement laws,
with all the amendments thereto. (Acts Tenn., 1868-9, ch.
11, p. 93, sec. 25; passed December 9, 1868.)

Comptroller of state authorized to settle with receiver.

SECTION 1. Be it enacted by the General Assembly of the State
of Tennessee, That the comptroller be, and is hereby, authorized
and directed to settle with George G. Dibrell, as receiver and
late president of the Southwestern Railroad Company.

SEC. 2. Be it farther enacted, That when said settlement
shall have been made, it may be made on the evidence of George
G. Dibrell, or any other evidence proper and legal in itself.
If there shall be any sum found to be due said receiver for a
balance of salary, the comptroller shall issue his warrant for
the same in favor of George G. Dibrell, said receiver, for

198 ACTS RELATING TO SOUTHWESTERN RAILROAD CO.

whatever amount shall be found to be due him on final settle-
ment.

SEC. 3. Be it further enacted, That this act shall take effect
from and after its passage, the public welfare requiring. (Acts
Tenn., 1875, ch. 50, p. 47; passed March 10, 1875.)

State aid to the Southwestern Railroad Company. -Many

acts of the legislature of the State of Tennessee were passed
authorizing state aid to be granted to the Southwestern Rail-
road for the purpose of building and equipping its road. The
state aid was given by having the governor to indorse the
bonds of the road on behalf of the state. These acts are quite
lengthy, and are so seldom required that, for the purpose of
space and economy, it is not deemed advisable to insert them
in full in this compilation, but simply to refer to the act and
page where they can be found. Below will be found all acts
relating to this subject set out in the order of their passage.

Acts 1851-52, ch. 151, sec. 10, governor authorized to
issue coupon bonds for amount not exceeding $8,000 a mile, on
certain conditions. For conditions, see act.

Acts 1853-54, ch. 235, p. 478, governor authorized to
issue bonds, to under certain conditions, which included the
bridge across Collins river, Caney Fork, and Obed rivers.

Acts 1853-24, ch. 131, sec. 1, state aid to the extent of
$10 a mile. Under section 11 of this act the Southwestern
Railroad Company was also granted two years to bring this
within the provisions of an act entitled "An act to establish a
system of internal improvements in this state. ' '

Acts 1857-58, ch. 118, p. 301, state aid granted.

Acts 1855-56, ch. 235, p. 478, sec. 2, state aid granted.

Acts 1859-60, ch. 78, p. 305, sec. 3, state aid granted.

Acts 1867-68, ch. 17, p. 14, sec. 4, state aid granted to
extent of $300,000.

Acts 1868-69, ch. 53, p. 264, sec. 32, state aid granted.

NASHVILLE, CHATTANOOGA <fe ST. LOUIS RAILWAY. 199

CHAPTER XIII.

THE BON AIR RAILWAY COMPANY.
(EXTENSION OF MC.MINNVILLE BRANCH.)

How acquired by Nashville, Chattanooga & St. Louis Rail-
way. On December 3, 1887, the Bon Air Railway Company,
pursuant to a resolution of its stockholders and directors, exe-
cuted a deed to its railroad, roadbed, right of way, sidings,
depots, grounds, franchises, properties, etc., to the Nashville,
Chattanooga & St. Louis Railway. The consideration paid was
the assumption and payment by the latter company of the cost
of constructing said road, including right of way, etc. The
deed to the same is recorded in the register's office of White
county, in book vol. 31, p. 77. It is also inserted herein, in
next chapter.

This purchase was legal. Under the Acts of Tennessee, 1871, ch.
C9, which superseded the Acts of 1871, ch. 22, it was provided that
"every railroad corporation in this state, whether created under a gen-
eral or special law, shall have power to acquire, by purchase or other
lawful contract, and have, hold, use, and operate, any railroad, with its
franchises, belonging to any other railroad company.

What franchises, etc., passed under this sale. in addition

to the road and other proj)erty conveyed, the deed specifically
transferred all the emoluments, franchises, immunities, and
rights under the charter of said company, including the right
to extend the road to the Kentucky state line, and to build
branches thereof. For particular enumeration of franchises,
see charter of said company, further on in this chapter.

Width Of right Of way. This charter was granted under
the general Acts of 1875, ch. 14:2. In it there is no clause
vesting title to, or an easement over, any particular number of
feet, in the absence of a written contract with the original land-
owner, as is the case in most of the charters granted by special
act. It will be noticed that, by section 9 of its charter, the

200 ORIGINAL CHARTER OF BON AIR BRANCH

company was given power to condemn an easement in lands for
a right of way not exceeding two hundred feet. Under this
authority, therefore, the Bon Air Railway could have originally
condemned any number of feet, up to and including the two
hundred, for said purpose. Whatever number of feet it may
have condemned, however, it will now be limited to that amount,
and the Nashville, Chattanooga & St. Louis Railway, as the
lawful purchaser thereof, will be entitled to no greater rights.
If no condemnation proceedings were had at all, the entry and
construction of the road would be regarded as an appropriation
of the full amount of land authorized by the charter, which
would be two hundred feet. (Duck River Valley Narrow Gauge
Railroad Co. v. Cochrane, 3 Lea (Tenn.), 478; see, also, sec-
tion 33 of the charter of the Bon Air Railway, further on in
this chapter.)

1. For right of successive appropriations, and its application to char-
ters granted under the general Acts of 1875, ch. 142, see Eminent Do-
main, Right of Way, herein; refer to index.

2. By Acts 1849-50, ch. 266, sec. 3, it was provided that all branches of
the Nashville & Chattanooga Railroad as may be made, shall have all
the rights and privileges, and shall be placed in all respects on the
same footing, with the Nashville & Chattanooga Railroad Company.
This act has never been construed by the supreme court, but, if a favor-
able construction was given, it would considerably enlarge the rights of
the Nashville, Chattanooga & St. Louis Railway as to the right of way
on this branch. A test case should be made.

Distance built when purchased. The road from Sparta to Bon Air,
a distance of six and one-half miles, had been constructed when pur-
chased by the Nashville, Chattanooga & St. Louis Railway. The road
has not as yet been built to the Kentucky line.

ORIGINAL CHARTER OF THE BON AIR
RAILWAY.

(Chartered under General Acts Tenn., 1875, ch. 142, sec. 6.)

SECTION i. Incorporation, name, route, general powers.

Be it known, That W. C. Dibrell, J. W. Thomas, G. M. Fogg,
J. H. Ambrose, and L. L. Losey are hereby constituted a body
politic and corporate by the name and style of " The Bon Air
Railway," for the purpose of constructing a railway from
Sparta, in the county of White, to Bon Air coal fields, in said
county, a distance of six miles and a half, and for the further
purpose of extending said road northwardly and northeast-

NASHVILLE, CHATTANOOGA & ST. LOUIS RAILWAY. 201

wardly in the direction of the Cincinnati Southern Railroad, to
the Kentucky state line, with full power to construct such
branches along the route of the main stem to coal Mayconstruct
fields, ore banks, or such other }x>ints as the stock- br * nchs -
holders of this company, or its successors, may determine to be
for the interest of the company from time to time, and with
full power to run and operate the same, and ito equip and use
it as a railroad and common carrier.

1. Charter amended, may change termini. By Acts 1887. ch. 39,
sees. 1, 2, all railroad companies chartered under the general laws of
this state, may, by resolution of board of directors, change either termi-
nus before the final location of the road. See act itself for method.

2. By-laws for arbitration sustained. 7 Pick. (Tenn.), 64.

3. By Acts 1889, ch. 158, all railroad companies chartered under the
general laws of the state are allowed to build branch roads. See act
itself for method.

SEC. 2. General powers (Continued). The general powers
of said corporation are, to sue and be sued by the corporate
name, to have and use a common seal, which it may alter at
pleasure; if no common seal, then the signature of the name of
the corporation by any duly authorized officer shall be legal and
binding; to purchase and hold or receive by gift, in addition to
the personal property owned by said corporation, any real estate
necessary for the transaction of the corporate business, and also
to purchase or accept any real estate in payment, or part pay-
ment, of any debt due to the corporation, and sell realty for
corporation purposes; to establish by-laws and make all rules
and regulations, not inconsistent with the laws and the consti-
tution, deemed expedient for the management of corporate
affairs; to appoint such subordinate officers and agents, in ad-
dition to the president and secretary, or treasurer, as the busi-
ness of the corporation may require; to designate the name of
the office and fix the compensation of the officer.

SEC. 3. Special provisions. The following provisions and
restrictions are coupled with said grant of powers: A failure to
elect officers at the proper time do