If more than the capital be subscribed, subscriptions to be redu

ced.

If less than 1-2

of the capital be

be void.

subscribed, all subscriptions to If more than 1-2, and less than the whole, deficiency how to be sup

plied.

Subscribers to be

incorporated by the name of the Rappahannock Company.

To continue 50 years, and till dissolved by the legislature.

President and

be elected.

Mode of voting

at general meetings.

tion, one half of the capital sum aforesaid shall not appear to have been subscribed, then in that case, the said managers at the said meeting are empowered to take and to receive subscriptions to make up the deficiency; and a just and true account of all the subscribers with the sums subscribed by each shall be made out and returned by the said managers, or any four or more of them under their hands into the county of Culpeper, there to be recor ded; and in case more than the sum of one hundred thousand dol lars be subscribed, then each subscriber's shares shall be reduced in that proportion, and in that manner which the managers may think best in order to reduce the amount to the capital sum aforesaid without fractional parts of shares ; which striking off shall be certified in the list aforesaid; and the capital sum shall be reckon. ed and divided into one thousand shares of one hundred dollars each, of which every one subscribing may take one or more whole shares; Provided, that except one half of the said capital be subscribed, all subscriptions made in consequence of this act shall be void; and in case that one half and less than the whole of the said capital shall be subscribed as aforesaid, then the president and directors are hereby empowered to take and receive the subscription which shall be first offered in whole shares until the deficiency be made up; a certificate of which additional subscriptions shall be made under the hands of the president and directors, or a majority of them for the time being, and returned and recorded as aforesaid.

2. And be it further enacted, That in case one half of the aforesaid capital shall be subscribed, the said subscribers, their heirs and assigns, from the time of their first meeting, thereafter shall be, and are hereby declared to be incorporated into a compa ny and body politic by the name of the Rappahannock company, and shall so continue for fifty years after the commencement of the receipt of tolls and till dissolved by the legislature, and may sue and be sued as such; and such of the said subscribers as shall be present at said meeting, or a majority of them, are hereby impowered and required to elect a president and four directors for four directors to conducting the said undertaking, and managing all the said company's business and concerns, for and during such time, not exceeding three years, as the said subscribing stockholders, or a majority of them shall think fit: and in counting the votes of all general meetings of said company, each member shall be allowed one vote for every share, as far as ten shares, and one vote for five shares above ten, by him or her held at the time in the every said company; and every stockholder by writing under his or her hand, executed before two witnesses, may depute any other stockholder, as proxy to vote or act for him or her at any general meeting. 3. And be it enacted, That the president and directors so electpresident and died, and their successors, or a majority of them assembled, shall have full power and authority to agree with any person or per sons on behalf of said company, to do and perform such business, labor or workmanship as they shall judge necessary for improving and carrying into effect the navigation of said river and all its branches; and that from place to place and from time to time, and upon such terms and in such manner as they shall think fit; and out of the money arising from the subscriptions and tolls, and other aids herein after given, to pay for the same; and to repair and keep in order the said canals, locks and other works necessa

Proxies, how to be deputed.

Powers of the

rectors, to make contracts.

ry thereto; and to defray all incidental charges; and also to appoint a treasurer, clerk and such other officers, toll gatherers, managers and servants as they shall judge requisite; and also To appoint a make and establish rules of proceedings, and to transaet all other treasurer, clerk business and concerns of the said company in and during intervals & other officers. between the general meetings; and they shall be allowed, as a sa

tisfaction for their trouble therein, such sum of money as shall Compensation. by a general meeting of the subscribers be determined: Provi- Treasurer to give ded always, that the treasurer shall give bond, with such security bond and securiand such penalty as the president and directors, or a majority of ty. them, shall direct, for the true and faithful discharge of the trust reposed in him.

money

4. And be it enacted, That the president and directors, or a Power of presimajority of them, or their successors, shall have full power and dent and direcauthority, from time to time, as money shall be wanted, to make tors to call for from the and sign orders for that purpose, and direct at what time and in subscribers. what proportion the stockholders shall advance and pay off the sums subscribed; which direction shall be advertised at least one month in some newspaper of the town of Fredericksburg; and they are hereby authorised and impowered to demand and receive of the said stockholders from time to time, the monies ordered to be advanced for carrying on and executing, or repairing or keeping in order the said works, until the sums subscribed, if needed, shall be paid; and to order the said sums to be deposited in the hands of the treasurer, to be by him disbursed and paid out as the president and directors, or a majority of them, shall order and direct; and if any of the said stockholders shall refuse or neglect to Shares of deling pay their share or proportion in one month after the same shall be quent stockhol so ordered and advertised as aforesaid, the said president and directors, or a majority of them, may proceed to sell at auction, and convey to the purchaser, the share of such proprietor so refusing or neglecting payment; giving at least one month's notice of the sale in some public newspaper of the town of Fredericksburg; and after retaining the sum due, and charges of the sale out of the money produced thereby, they shall refund and pay the overplus, if any, to the former owner; and if such sale should not produce Further remedy the full sum ordered and directed to be advanced as aforesaid, against such de with incidental charges, the said president and directors, or a ma- linquents. jority of them, may in the name of the company, recover the balance by motion in any court of record in this commonwealth; and the said purchaser or purchasers shall be subject to the same rules and regulations as if the sale and conveyance had been made by the original stockholder.

ders to be solds

rectors, how to

5. And be it enacted, That from time to time upon the expirati- Successors to the on of the term for which the said president and directors are ap- president and di. pointed, the stockholders of said company at their next general be appointed. meeting shall either continue the said president and directors, or any of them, or choose others in their stead; and in case of the Vacancies, how death, removal, resignation, improper conduct or incapacity of the to be supplied. president or any of the directors, may and shall in manner aforesaid, elect any other person or persons to be president and directors in the place of him so dying, removing, resigning or improperly conducting himself; and may at their general meetings remove the president or any of the directors, and appoint others in their place for and during the remainder of the term for which such person or persons were at first to have acted; and in case of the president not appearing at any meeting, the directors are au- choose president thorised to choose a president pro-tempore.

Directors may

pro tempore.

All officers of the company to

take oath or affirmation.

Number of stock

holders necessary to constitute a

6. And be it enacted, That every president and director, or other officer, before he acts, shall take an oath or affirmation for the due execution of his office, and faithful discharge of the trust reposed in him.

7. And be it enacted, That the presence of stockholders having, one hundred shares at least, shall be necessary to constitute a gengeneral meeting eral meeting, and that there be a general meeting of the stockAnnual general holders on the second Monday in August in every year, at such meeting, when & convenient town as shall from time to time be appointed by the where to be held. said general meeting; but if a sufficient number should not attend

Reports to be made to such meetings.

on that day, the stockholders who do attend may adjourn such meeting from day to day until a general meeting of stockholders shall be had, which shall be adjourned from day to day until the business of the company be finished; to which meeting the presi dent and directors shall report; and render distinct and just accounts of all their proceedings, and on finding them fairly and justly stated, the stockholders then present, or a majority of them, shall give a certificate thereof, a duplicate of which shall be entered on said company's books; and at such yearly meetings, af ter leaving in the hands of the treasurer such sum as a majority of said stockholders shall judge necessary for carrying on the works, for repairs and for contingent expenses, an equal dividend of all Dividends of nett the nett profits arising from the tolls hereby given shall be made profits to be among all the stockholders of the said company, in proportion to their several shares; and upon every emergency in the intervals between the said yearly meetings, the said president and a majority of the said directors may appoint a general meeting of the stockholders of said company at any convenient town; giving at least three weeks previous notice in the public newspapers of the town of Fredericksburg; which meeting may be adjourned and continued as aforesaid.

made.

Extra meetings may be called up

on emergency.

Canals & works, &c. to be vested

in the stockhol-
ders, their heirs
and assigns for
ever, as tenants

in common.
To be real estate

and exempt from

taxes.

8. Aud be it enacted, That for and in consideration of the expense the said stockholders will necessarily be at, the canals and works with all their profits and emoluments, shall be, and the same are hereby vested in the said stockholders, their heirs and assigns forever, as tenants in common, in proportion to their res pective shares; and the same shall be deemed real estate, and be forever exempt from payment of any tax, imposition or assessment whatever; and it shall and may be lawful for the said president and a majority of the directors, as soon as the navigation is Tolls, when de- fully completed from the tide water up the river as far as the confluence of the great north and south branches, from that time, and at all times thereafter, it shall be lawful for them, or their agent legally appointed, to demand and receive the toll for that section of the river, as is affixed in the annexed table of rates; and they shall, so soon as any one or more of the other sections be made navigable, be authorised, then and ever after, to demand and receive toll, agreeable to the said table of rates, for such section or sections so completely finished.

mandable.

TABLE OF THE RATES OF TOLL FROM TIDE WA

TER TO THE FOLLOWING PLACES.

For every hundred hogshead staves or heading,

And in every instance smaller or

greater quantities of all the

above enumerated articles whether more or less, at the same proportionate rate: And every empty boat descending shall pay at each of the above mentioned places the sum of twenty-five cents,

and she shall be accounted an empty boat, except she has as much on board her as will cause the toll thereof to amount to that sum. A boat or vessel returning, whose load as it descended has been paid for, on her return shall only pay for what she may have on board at the above rates, and if empty, shall repass upwards toll Remedy in case free. And in case of refusal or neglect to pay the toll at the time any vessel shall of offering to pass through any of the places appointed for receiv pass without paying toll, previous to the boat or vessel's passing through the same, ing the toll. the collector of the said tolls may lawfully refuse passage to the said vessel; and if any vessel shall pass the said locks without paying the said toll, then the said collector or collectors may seize such vessel wherever found, and sell the same at auction for ready money, which so far as is necessary shall be applied towards paying the said toll and all expenses of seizure, and the balance (if any) shall be paid to the owner; and the person who had the direction of such vessel shall be liable for the said toll, if the same is not punctually paid by the sale of such vessel as afore. said: Provided, that the said stockholders, or a majority of them holding at least three hundred shares, shall have full power and authority at any general meeting to lessen the said tolls, or any of them, or to determine that any article shall pass toll free.

Tolls may be les

sened by the stockholders or a majority, hold ing at least 300 shares.

In what manner

9. And be it enacted, That when the said navigation shall proadditional tolls gress with proper improvements, either further up the aforesaid are to be obtain. branches of the said river, or any other of the branches' not now deed by the compa- signated, that the company may by their agent apply to the counny, as improvements in the navi.ty court within whose jurisdiction said further improved streams gation progress. may be, and it shall be the duty of the said court to appoint five

River and its

branches, when navigable, to be considered a pub lic highway.

Measures to be

respectable and disinterested men, who, on examining the premises, shall allow for such further improved section or sections, such additional tolls as to them on due consideration shall appear just, and as near as they can estimate in proportion to the tolls before annexed; and on their making out a rate of said tolls, and returning it to the clerk of their county, to be by him recor. ded, it then shall be lawful for the company to demand and collect said further toll in manner and form of those in this act before granted.

10. And be it enacted, That the said river and all its branches that shall be made navigable, and all the works that shall be erected thereon by virtue of this act, shall, whencompleted, for ever thereafter be esteemed and taken to be navigable as a public highway, free for the transportation of all goods, commodities or produce whatever, on payment of the toll imposed by the autho rity of this act.

11. Be it enacted, That as it is necessary for makig the said taken where the locks, canals and improvements, that provision shall be made for canals, &c. affect contingent instances, such as where the absolute necessity of ma private property! king the aforesaid works, canals and improvements as well on the

larger forks of the river as on the lesser improveable branches may come in collision with private property, that in every such case the president and a majority of the directors shall first endeavor to agree by private contract for the purchase thereof with the owner or owners of such land or other property, for the us thereof, or as much as is necessary for the said company to occupy or possess, and if all private negociation on the subject shall fail, that then in such case, or if the owner shall be feme covert, Jury to be sumunder mon'd by warrant age, non-compos, or out of the state, on application to two from two justices. justices of the county in which such land or property shall lie, the