§ 2. The principal office and place of business of the corPlace of business. poration shall be at or near Cynthiana, Kentucky.

Capital stock.

3 The capital stock of the corporation shall not be less than $10,000. divided into shares of $100 each, but may be increased, by a vote of two thirds of the stock, to not more than $100,000. But should such increase of stock be made, the holders of stock at the time shall have the right to take said additional stock in proportion to the amount of stock then held by each.

§ 4. Each stockholder shall be entitled, either in person or Who shall vote. by written proxy, to cast one vote for each share of paid-up stock held by him; and the holders of two thirds of the capital stock of the corporation shall constitute a quorum for the transaction of business at all meetings of the stockholders.

personal prop. erty.

§ 5. The selection of officers of the corporation, and their powers and duties in the management of the affairs of the corporation, shall be prescribed by the by-laws.

6. The stock in the corporation shall be personal propStock shall be erty, and a record of the ownership thereof shall be kept by the corporation, and no transfer thereof shall be valid until recorded upon the books of the corporation. Any stockholder desiring to sell his or her stock in the company must give the chief officer of the corporation ten days' notice of such desire; and should such chief officer not purchase or furnish a purchaser for said stock on as favorable terms as the same could be sold in open market, then said stockholder shall have the right to sell the same in open market.

§ 7. The private property of the stockholders shall be ex

Private property empt from the debts of the corporation.

exempt from the debts of the company.

.

8. The corporation shall continue for the term of ninetynine years from the passage of this act; but it may be dissolved at any time by a vote of two thirds of the capital stock.

9. Should any subscriber to the stock of said corporation. fail to pay his subscription, or any part thereof, the governing board of said corporation may forfeit the same, or they may order a sale of the same at public sale after public advertisement. Any surplus of the proceeds of the sale, over and above the amount due upon said subscription, shall be paid to such delinquent subscriber. But in case of forfeiture of said stock, all payments theretofore made shall inure to the benefit of the corporation.

10. This act shall take effect from its passage.

Approved February 3, 1880.

CHAPTER 126.

AN ACT to incorporate the Blandville and Fort Jeffersou Gravel Road Com

pany.

Be it enacted by the General Assembly of the Commonwealth

of Kentucky:

§ 1. That J. C. Dupayster, Andrew Bodkin, G. W. Mantle, Corporators H. P. Milton, R. M. Shelton, and William Hughes, and their associates and successors, be, and they are hereby, created a body-politic and corporate, under the name and style of the Blandville and Fort Jefferson Gravel Road Company; and by Name. that name and style shall have power to contract and be contracted with, sue and be sued, answer and be answered, plead and be impleaded, in all courts and places in this Commonwealth; may have and use a common seal, and may alter and change the same at pleasure.

§ 2. The said company is hereby authorized and empowered to construct a gravel road from the corporate limits of the town of Blandville, in Ballard county, at or near the Dripping Spring at the south town boundary, down the valley of Mayfield creek to Fort Jefferson, in Ballard county; and in order to raise the funds necessary to construct said road, said company shall have power to raise a sum by the issue and sale of the capital stock not to exceed thirty thousand dollars, Capital stock. to be divided into shares of twenty-five dollars each.

opened.

§ 3. That books for the subscription of stock shall be Books--where opened in the town of Blandville, and such other places as may be deemed best, under direction of the persons herein before named, all of whom are hereby made commissioners for the purpose of obtaining the capital stock of said company. They shall insert an obligation in the subscription book as follows: We, whose names are hereunto subscribed, severally promise to pay to the Blandville and Fort Jefferson Gravel Road Company the sum of twenty-five dollars for each share of stock in said company set opposite our names, in such manner and proportion, and at such times as shall be required by said company. Witness our hands this day of —, 18-. When the sum of four thousand dollars shall have been subscribed to the capital stock of said company, it shall be the duty of the commissioners named in this section and section one to give notice, in such manner as they may think proper, of a meeting of the stockholders of said company at such time and place as may be specified in said

cers.

Flection of effi- notice, for the purpose of electing a president and five directors; one vote shall be allowed for each share of stock; and the president and directors shall continue in office for one year, and until their successors are duly elected and qualified. The time and place of all elections after the first election shall be fixed by the president and directors, and a majority of the board shall be competent to transact business.

§ 4. So soon as said company is organized by the election. of a president and directors as provided above, they shall be a body-politic and corporate, by the name and style above stated, and by that name shall have perpetual succession and all the privileges and franchises incident to a corporation; Company may shall be capable of holding their capital stock, and taking and holding, by purchase or gift, all such lands, tenements, or hereditaments, real or personal property, as may be necessary for the prosecution of its work or the objects of this corporation.

hold stock.

5. The president of said company may call meetings of said company or board of directors whenever he may think proper, and on application of any two directors to him. The board shall have power to elect a secretary and treasurer, and such other officers as they may think necessary, and to fill such vacancies as may occur in the board during their term of office. Said board shall require of the treasurer, before he assumes the duties of his office, a bond for the faithful and honest discharge of the duties of his office, and to faithfully account for all moneys that may come to his hands as such treasurer; which bond and securities shall be approved by the board. Said board shall keep a record of their proceedings, which shall be signed by the president, and, in the absence of the president, shall elect a president pro tem., who shall perform the duties of the regular president. Said May make by board shall have power to make by laws and regulations necessary for its government, and may sue for and recover, in the name of said company, from delinquent stockholders, the amount due and unpaid upon any share or shares of stock in said company.

laws.

Officers shall regulate the grade.

6. The president and directors shall fix and regulate the elevation and grade of said road, the width and part thereof to be covered with gravel, and may fix the rates of toll, and may change and alter the same at pleasure; but said rates shall not exceed the rates prescribed by chapter 110 of the

General Statutes; and when three consecutive miles of said road shall have been completed and examined, and approved by any two justices of the peace of Ballard county, who shall examine the same on application of the president of said road, a toll-gate may be erected, and toll collected under such May establish rules and regulations as shall be prescribed by the president and directors, and under the general law of the State. But until the road is completed for five consecutive miles, the toll collected shall be in proportion as the length of road finished bears to five miles.

toll gate.

property.

7. The president and directors of said company, and their employes, are hereby authorized to take the consent, in writing, of all persons who may consent to grant the right of way for said gravel road, and the use of materials for building and repairing said road; and when either the right of way or any of the materials necessary for the construction of said road cannot be acquired by consent or purchase, said president and directors may apply to the county court of Bal- May condemn lard county for a writ of ad quod damnum to assess the damages which may be sustained by the owner of said land; and the jury, in assessing the damages, after giving the claimant the actual value of the land taken, shall take into consideration the advantages resulting to the party or parties claiming damages, and set the same off against any damages resulting to the inside of the tract by the construction of said road; and by the payment of the damages assessed or the tender thereof, it shall be lawful for said company or its employes to make said road, and to dig and carry away any stone or gravel or other material necessary for the construction or repair of said road; and the company may acquire, by purchase or writ of ad quod damnum, as above set forth, land, not exceed ing one acre, for the purpose of erecting a toll house on said road.

dends.

§ 8. The president and directors of said company may May declare divimake and declare equitable dividends of the surplus earnings of said company among the stockholders, according to their respective shares, after paying the expenses of said company.

§ 9. Certificates of stock in said company shall be signed by the president and countersigned by the secretary, shall be deemed personal estate, and shall be transferable on the books of the company in such manner as the president and directors may prescribe.

10. The capital stock of said company shall be used in the procurement of the right of way, materials, &c., and in constructing said road, and in defraying all legitimate expenses incident to the construction of said road, and for no other purpose whatsoever; and the stockholders shall only be bound to the extent of their stock in said road.

§ 11. This act shall take effect from its passage.

Approved February 3, 1880.

CHAPTER 127.

AN ACT to amend an act, entitled "An act incorporating the bank of J. B. and Charles Goodpaster & Co., of Owingsville, Kentucky."

Be it enacted by the General Assembly of the Commonwealth of Kentucky:

1. That the corporate name of the bank of J. B. and Charles Goodpaster & Co. is hereby changed, and the corporate name of said bank shall hereafter be Goodpaster's Bank, and by said name said bank shall be known, and shall sue and be sued, plead and be impleaded.

§ 2. That all notes made payable at said bank and discounted by it, and all notes, bills of exchange, and other evidences of debt" discounted by said bank, shall be placed, and are hereby placed, upon the footing of foreign bills of exchange.

3. That the words "any bank," in the first section of the said act to which this is an amendment, shall include and hereafter embrace any national bank.

§ 4. This act shall take effect and be in force from and after its passage.

Approved February 4, 1880.

CHAPTER 129.

AN ACT to amend the charter of the Louisville Banking Company. Be it enacted by the General Assembly of the Commonwealth of Kentucky:

§ 1. That an act, entitled "An act to incorporate the Louisville Insurance and Banking Company," approved January 24th, 1867, and amended by an act approved March 21st, 1870, be, and the same is hereby, amended that it will be law