Officers and their duties. Powers of directors. deducting thereout the expenses incurred, shall return the residue of the money paid in to the respective subscribers, or their representatives, in proportion to the sums paid in by them. 5. And be it enacted, That when one hundred or more shares of said stock shall be subscribed for, the said commissioners shall call a meeting of the stockholders, giving at least twenty days' notice of the time and place of said meeting, as hereinbefore directed with regard to the opening of said books, at which meeting the subscription books shall be laid before the stockholders, who shall thereupon proceed to elect, by ballot, seven directors, a majority of whom shall be citizens of this state, to manage the affairs of said company for one year, of which election the said commissioners, or a majority of them, shall be judges; and at the expiration of that term, and annually thereafter, upon like notice to be given by the directors for the time being, the said stockholders shall elect by ballot the same number of directors, a majority of whom shall be citizens of this state as aforesaid; and at every such election, and in all other cases in which the stockholders shall be entitled to vote, a vote may be given for each share by the holder or holders thereof, either in person or by proxy. 6. And be it enacted, That within twenty days after the annual election as aforesaid, the said directors shall elect from among their number a president of their said company, who shall hold his office for one year and until another shall be elected, and receive such compensation as a majority of the directors shall direct, and shall be the presiding officer of all meetings of said directors, and shall have the casting vote when they shall be equally divided; he shall have charge of the seal of the company, and shall appoint the judge or judges of all elections of the stockholders, or in case of his death, absence or inability so to do, the said directors shall appoint some other suitable person, who, for the time being, shall possess the same powers and authority and perform all the duties herein prescribed. 7. And be it enacted, That the said directors, or a majority of them, may supply any vacancy occurring in the interval between the annual elections, by death, resignation, removal or refusal to act of any president or director, and may appoint a treasurer and all officers, agents, superintendents and other servants that may be required to transact the business of the company, with such compensation as they may determine upon, and may exact from them such security for the due performance of their respective trusts as they may think expedient; they shall regulate the tolls and have the superintendence and direction of all receipts and disbursements, and all other affairs of the company, and may make and enforce such ordinances and by-laws as they may think expedient for regulating the transfer of stock and for the general government of the company and the management of its affairs; provided, the same are not unlawful or unconstitutional. Proviso. 8. And be it enacted, That at the annual meeting of the Annual report stockholders it shall be the duty of the president and directors of the preceding year to exhibit to the stockholders a full and complete statement of the affairs of the company during said term. ings. 9. And be it enacted, That special meetings of the stock-special meetholders may be called by order of the president and directors, or by the stockholders owning one-fourth of the stock of the company, by giving notice of the time and the place of holding the same, as hereinbefore directed with regard to the annual meetings, which said notice shall specify the particular object of the meeting, but that no business of the company shall be transacted at such special meeting, unless a majority in value of the stockholders attend and concur therein, who may require the books, accounts and all other papers and proceedings of the company to be exhibited to them by the president and directors. not dissolved elect. 10. And be it enacted, That, if from any cause, any elec- Corporation tion hereinbefore named shall not be held at the time specified for failure to by this act, the same may be made at any other time as aforesaid, and that until such election be had the officers of the preceding year shall continue to hold their respective offices until others be elected in their stead; and that this charter shall not be defeated or avoided by reason of the irregularity or want of such election. turnpike. 11. And be it enacted, That it shall and may be lawful May construct for the said company to construct and make a turnpike road, in the county of Monmouth, beginning at the southerly end of Keeler's mill dam, in Englishtown; thence to the railroad station near Englishtown; thence by the most convenient route to Bergen's mill, in the township of Millstone; which said turnpike road shall not exceed fifty feet in width, and sixteen feet of the same shall be sufficiently bedded and faced with stone, gravel or other material, to make a solid, firm and even road at all seasons of the year; and the said sixteen feet shall be so graded that in its progress no part of it shall Proviso. Proceedings in case company cannot agree. rise above an angle of five degrees with the plane of the horizon; and the said company shall construct, keep in repair, maintain and make good and sufficient bridges along the line of said road, not less than sixteen feet in width; and whenever said road shall be raised so much at the margin or side as to render carriages passing thereon liable to overset, the said company shall cause good and sufficient railings to be erected and maintained at the sides so as to prevent horses and carriages from running off; provided, that before the said company shall construct the said turnpike road aforesaid, they shall pay to the respective owners of the land over which said turnpike is constructed, all damages which the said owners will sustain by reason of the construction of the said turnpike road; and in case said company and any of the owners cannot agree upon the amount of the said damages, the said damages shall be ascertained and determined, as nearly as may be, in the manner hereinafter provided for ascertaining and determining the damage which any land owner or owners shall sustain by the taking of stone, gravel or other materials from his or her lands for the constructing or maintaining of said turnpike road. 12. And be it enacted, That it shall be lawful for said and owners company, their officers, superintendents, engineers, and workmen, with carts, wagons and other carriages, and with beasts of burthen and draught, and all necessary materials, tools and implements, to enter upon all lands contiguous or near to the route of the said road, doing as little damage thereto as possible, repairing any breach they may make in the enclosure thereof, and to make all ditches and underdrains across and through such lands, necessary for properly draining said road, and that when the said company or its agents cannot agree with the owner or owners of such required lands or materials for the use or purchase thereof, or when by reason of the legal incapacity or absence of such owner or owners no such agreement can be made, a particular description of the land or materials so required for the use of the said company in the construction of the said road shall be given in writing, under the oath or affirmation of some engineer or proper agent of the company, and also the name or names of the occupant or occupants, if there be any, and of the owner or owners, if known, and their residence, if the same can be ascertained, to one of the justices of the supreme court of this state, or to one of the judges of the court of common pleas of the county of Monmouth, who shall cause said company to give notice thereof to the person interested, if known and in this state, and if unknown and out of the state, to make publication thereof as he shall direct for any term not less than twenty days, and to assign a particular time and place for the appointment of commissioners hereafter named, at which time, upon satisfactory evidence to him of the service. or publication of such notice aforesaid, he shall appoint, under his hand and seal, three disinterested, impartial and judicious freeholders, commissioners to examine and appraise the said land or materials, and to assess the damage, upon notice to be given to the persons interested as shall be directed by the justice or judge making such appointment, to be expressed therein, not less than twenty days; and it shall be the duty of said commissioners, having first taken and subscribed an oath or affirmation before some person duly authorized to administer an oath or affirmation, faithfully to examine the matter in question and make a true report according to the best of their skill and understanding, to meet at the time. and place appointed and proceed to view and examine the said lands or materials, and make a just and equitable estimate or appraisement of the value of the same, and assessment of damages to be paid by said company for such land or materials and damages aforesaid, and to make a report thereof, under the hands and seals of the said commissioners, or any two of them, and file the same within ten days thereafter, together with the aforesaid description of the land or materials, and the appointment and oaths or affirmations aforesaid, in the clerk's office of the county of Monmouth, to remain on record therein, and shall be recorded by the said clerk; which report, or a copy thereof, certified by the clerk of said county, shall at all times be considered as plenary evidence of the right of the said company to have, hold use, occupy, possess and enjoy the land or materials, after payment of the value and damages so assessed, and of the right of the said owner or owners to recover the amount of said valuation, with interest and cost, in an action in any court of competent jurisdiction, in a suit to be instituted against the company, if they shall neglect or refuse to pay the same for twenty days after demand of their treasurer, and shall constitute a lien upon the property of the company in the nature. of a mortgage; and the said justice shall tax and allow such costs, fees and expenses to the justice, commissioners, clerks and other persons performing any of the duties prescribed in Rates of toll. be crected. this section, as he shall think equitable and right, which shall in all cases be paid by the company. 13. And be it enacted, That as soon as the said company shall have constructed said road in a workmanlike manner, according to the several instructions in the eleventh section, and the true intent and meaning of this act, it shall and may be lawful for the said company to erect gates or turnpikes across the said road, not exceeding two in number, and to demand and receive toll for traveling each mile, and all fractions over a half a mile of the said road, not exceeding the following rates, to wit: For every carriage, sleigh or sled drawn by one beast, For every additional beast, one cent; one cent; five mills; one cent; four cents; For every horse and rider, or led horse or mule, Mile stones to 14. And be it enacted, That before the said company shall receive toll for travelling said road, they shall cause mile stones or posts to be erected and maintained, one for each and every mile on the said road, and on each stone or post shall be fairly and legibly marked the distance the stone or post is from Englishtown, and shall cause to be fixed and always to be kept up at the gates or turnpikes aforesaid, in a conspicuous place, a printed list of the rates of toll which may be lawfully demanded, and also a board, on which shall be painted in large letters, "Keep to the right as the law directs." Penalty for inJuring same. 15. And be it enacted, That if any person wilfully breaks down or throws down, or defaces any of the milestones or posts so erected on the said road, or wilfully tear down and deface any of the printed rates of toll or directions, or shall |