rized to construct a railroad, they and their associates, successors, and assigns, by the name and style provided in said act, shall thereafter be deemed a body corporate with succession, with power to sue and be sued, plead and be impleaded, defend and be defended, contract and be contracted with, require and convey at pleasure all such real and personal estate as may be necessary and convenient to carry into effect the objects of the incorporation, to make and use a common seal, and the same to alter, break, and renew at pleasure, and do all needful acts to carry into effect the object for which it was created, and such company shall possess all the powers and be subject to all the rules and restrictions provided by this act, except so far as may be modified by the special act incorporating the same.

SECTION 2. Said corporation shall be authorized to construct and maintain a railroad with a single or double track, with such side tracks, turn-outs, offices, and depots, as they may deem neeessary between the points named in the special act incorporating the same, commencing at or within, and extending to or into any town, city, or village named as the place of beginning or terminus of such road, and construct branches from the main line to other towns or places within the limits of any county through which said road may pass.

SECTION 3. That the capital stock of such company shall be divided into shares of fifty dollars each, and consist of such sum as may be provided in the special act incorporating the same, such shares shall be regarded as personal property and shall be subject to execution at law.

SECTION 4. That an instalment of five dollars on each share of stock shall be payable at the time of making the subscription, and the residue thereof shall be paid in such instalments and at such times and places, and to such persons as may be required by the directors of said company.

SECTION 5. That if any instalment of stock shall remain unpaid for sixty days after the time it may be required, whether such stock is held by an assignee, transferree or the original subscriber, the same may be collected by an action of debt with a penalty of five per centum thereon, or the directors may sell the stock so unpaid at public auction for the instalment, interest and penalty then due thereon, first giving thirty days' public notice, of the time and place of sale, in some newspaper of general circulation in the county where such delinquent stockholder resided at the time of making such subscription, or becoming such assignee or transferee, or of his actual residence at the time of said sale, or if such stockholder reside out of the State such publication shall be made in the county where the principal office of the company is located; and if any residue of money shall remain after paying the amount due on said stock, the same shall on demand be paid over to the owner; if the whole of said instalment be not paid by such sale the remainder shall be recoverable by an action of debt against the subscriber, assignee or transferee.

SECTION 6. That whenever any railroad company heretofore incorporated or created, and incorporated under the provisions of this act, shall in the opinion of the directors thereof require an increased amount of capital stock, they shall, if authorized by the holders of a majority of the stock, file with the auditor of State a certificate setting forth the amount of such desired increase which shall not exceed the amount of the original capital of said company, and thereafter such company shall be entitled to have such increased capital as is fixed by said certificate.

SECTION 7. That the persons named in any special act of incorporation, or any five of them, shall be authorized to order books to be opened for receiving subscriptions to the capital stock of said company at such time or times, and at such place or places as they may deem expedient, after having given at least twenty days' notice, in a newspaper published or generally circulated in one or more counties where books of subscription are to be opened, of the time and place of opening books, and so soon as fifty thousand dollars of, or ten per centum on the capital stock shall be subscribed, they may give like notice for a meeting of the stockholders to meet at such time and place as they may designate, for the purpose of choosing directors who shall continue in office until the time fixed for the annual election, and until their successors are chosen and qualified; at the time and place appointed seven directors shall be chosen by ballot by such of the stockholders as shall attend for that purpose, either in person or by lawful proxies, each share shall entitle the owner to one vote and a plurality of votes shall be necessary for a choice, but after the first election of directors no person shall vote on any share on which any instalment is due and unpaid; the persons named in such special act, or such of them as may be present, shall be inspectors of such election, and shall certify that persons are elected directors, and appoint the time and place for holding their first meeting; a majority of said directors shall form a board and be competent to fill vacancies in their board, make by-laws, and transact all business of the corporation; a new election shall be annually held for directors at such time and place as the stockholders at their first meeting shall determine, or as the by-laws of the corporation may require, and the directors chosen at any election shall, so soon thereafter as may be convenient, choose one of their number to be president, and shall appoint a secretary and treasurer of the corporation; the directors, before entering on their duties, shall each take an oath faithfully to discharge his duties, and they shall, from time to time, make such dividends of the profits of said company as they may think proper.

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SECTION 8. If such railroad company shall not be organized within three years from the passage of the special act incorporating the same, and not less than ten miles of such road be completed sufficiently for use within seven years from the same date, then the act creating the same shall be void.

SECTION 9. Such corporation is authorized to enter upon any land for the purpose of examining and surveying its railroad line, and may ap propriate so much thereof as may be deemed necessary for its railroad, including necessary side tracks, depots, work shops, and water stations, materials for construction, except timber, a right of way over adjacent lands sufficient to enable such company to construct and repair its road, and a right to conduct water by aqueducts, and the right of making proper drains; the corporation shall forthwith deposit with the clerk of the court of common pleas or other court of record of the county where the land lies, a description of the rights and interests intended to be appropriated, and such lands, rights and interests shall belong to said company to use for the purpose specified on making payment or giving security as is hereafter provided; the corporation may by its directors, purchase any such lands, materials, right of way, or interest of the owners of such land, or in case the same is owned by a person insane or an infant, at a price to be agreed upon by the regularly constituted guardian or parent of such insane person or infant if the same shall be approved by the court in which the description aforesaid shall be filed, and on such agreement and approval, the owner, guardian, or parent, as

the case may be, shall convey the said premises so purchased in fee simple or otherwise, as the parties may agree, to such railroad company, and the deed when made shall be deemed valid in law; if the corporation shall not agree with the owner of the land or with his guardian, if the owner is incapable of contracting, touching the dama. ges sustained by such appropriation, such corporation shall deliver to such owner or guardian, if within the county, a copy of such instrument of appropriation; if the owner or his guardian, in case such owner is incapable of contracting, be unknown, or do not reside within the county, such corporation shall publish in some newspaper of general circulation in the county, for the term of three weeks, an advertisement reciting the substance of such instrument of appropriation; upon filing such act of appropriation and delivery of such copy, or making such publication, the court of common pleas or other court of record of the county where the land lies, or any judge thereof in vacation, upon application of either party, shall appoint by warrant three disinterested freeholders of such county to appraise the damages which the owner of the land may sustain by such appropriation; such appraisers shall be daly sworn, they shall consider the benefit as well as the injury which such owner shall sustain by reason of such railroad, and shall forthwith return their assessment of damages to the clerk of said court, setting forth the value of the property taken or damage done to the property, the amount of benefit conferred, and the difference between the value of or damage done to the property taken, which they assess to such owner or owners separately, to be by him filed and recorded, and thereupon such corporation shall pay to said clerk the amount thus assessed, or secure the payment to the satisfaction of such court or of the judge issuing the warant, and on making payment or tender thereof to said clerk, or on giving such security as may be required, it shall be lawful for such corporation to hold the interests in such lands or materials thus appropriated, and the privilege of using any materials on said roadway within fifty feet on each side of the centre of such roadway for the uses aforesaid, the costs of such award shall be paid by such company, and on motion by any party interested and showing said proceedings, the court may order payment thereof and enforce such payment by execution; the award of such arbitrators may be reviewed by the court of common pleas, or other court in which proceedings may be had, on written exception filed by either party in the clerk's office within ten days after the filing of such award, and the court shall, take. such order therein as right and justice may require, by ordering a new appraisement of good cause shown: Provided, That notwithstanding such appeal said company may take possession of the property described as aforesaid, and the subsequent proceedings on the appeal shall only effect the amount of compensation to be allowed; if prior to the assessment the incorporation shall tender to such owner or his guardian, if he be unable to contract, an amount equal to the award afterwards made, exclusive of costs, the costs of arbitration shall be paid equally by such company and such owner or guardian.

SECTION 10. That whenever any railroad company heretofore incorporated, or which may be hereafter incorporated, shall find it necessary, for the purpose of avoiding annoyance to public travel or dangerous or difficult curves or grades, or unsafe or unsubstantial grounds or foundations, or for other reasonable causes, to change the location or grade of any portions of their road, whether heretofore made or hereafter to be made, such railroad companies shall be, and is hereby authorized to make such changes of grade and location, not departing from the points and general route prescribed in the charter of such company, and for

the purpose of making any such change in the location and grade of any such road as aforesaid, such company shall have all the rights, powers, and privileges to enter upon and take and appropriate such lands and make surveys necessary to effect such changes and grades upon the same terms and be subject to the same obligations, rules, and regulations as are prescribed in the ninth section of this act, and shall, also, be liable in damages when any have been caused by such change to the owner or owners of the lands upon which road was therefore located, to be ascertained and reserved as aforesaid, but no damages shall be allowed unless claimed within thirty days after actual notice of such intended change shall be given to such owner or owners if residing on the premises, or notice by publication in some newspaper in general circulation in the county, if non-resident: Provided, however, That no such change of the location of the road be made unless approved by the board of public works; and to enable the board of public works to act understandingly upon all such subjects, the said board of public works be, and is hereby directed to appoint, on the application of any railroad company desiring such change, a competent engineer of the railroad to examine the proposed new route and report the facts to the board of public works: Provided, That nothing contained in this act shall be so construed as to give to the Little Miami railroad company any power to re-locate said railroad south of its present location within the corporate limits of the town of Fulton, in Hamilton county, unless such change shall be approved by the board of public works.

SECTION 11. If it shall be necessary, in the location of any part of any railroad to occupy any road, street, alley, or public way or ground of any kind, or any part thereof, it shall be competent for the municipal or other corporation, or public officers or public authorities owning or having charge thereof, and the railroad company to agree upon the manner, and upon the terms and conditions upon which the same may be used or occupied, and if said parties shall be unable to agree thereon, and it shall be necessary, in the judgment of the directors of such railroad company, to use or occupy such road, street, alley, or other publie way or ground, such company may apply to the court of common pleas of the county in which the same is situate, setting forth the aforesaid facts, and said court shall thereupon appoint at least three judicious and disinterested freeholders of the county, who shall proceed to determine whether such occupation is necessary, and if necessary, the manner and terms upon which the same shall be used, and make return of their doings in the premises to said courts, who sk, if they deem the same just and proper, make the necessary order to carry the same into effect, or they may order a review of the same, as such court may consider justice and the public interest require.

SECTION 12. Such corporation may demand and receive for the transportation of passengers on said road, not exceeding three and one-half cents per mile, and for the transportation of property not exceeding five cents per ton per mile, when the same are transported a distance of thirty miles or more, and in case the same are transported for a less distance than thirty miles, such reasonable rate as may be from time to time fixed by said company; at any time after the expiration of ten years from the time any such road may be put in operation, it shall be lawful for the General Assembly to prescribe the rates to be charged for the transportation of persons or property upon said road should they be deemed too high, and may exercise the same power ten years thereafter: Provided, That no reduction shall be made unless the net profits of the company on an average for the previous ten years shall amount to a

sum equal to ten per centum per annum upon its capital, and then not so as to reduce the future probable profits below the said per centum.

SECTION 13. Such company shall have power to borrow money on the credit of the corporation not exceeding its authorized capital stock, at a rate of interest not exceeding seven per centum per annum, and may execute bonds or promissory notes therefor, and to secure the pay. ment thereof may pledge the property and income of such company: Provided, That the value and security of any liens, mortgage, or the stock held in or against such company by the State or the city of Cincinnati shall not thereby be injured or otherwise impaired.

SECTION 14. Such company may acquire by purchase or gift, any lands in the vicinity of said road, or through which the same may pass, so far as may be deemed convenient or necessary by said company to secure the right of way or such as may be granted to aid in the construction of such road, or be given by way of subscription to the capital stock, and the same to hold or convey in such manner as the directors may prescribe, and all deeds and conveyances made by such company shall be signed by the president, under the seal of the corporation, and any existing railroad corporation may accept the provisions of this section, the five precedings sections of this act, or either of them, and after such acceptance all conflicting provisions of their respective charters shall be null and void.

SECTION 15. It shall be lawful for such corporation whenever it may be necessary in the construction of such road, to cross any road or stream of water, or to divert the same from its present location or bed, but said corporation shall, without unnecessary delay, place such road or stream in such condition as not to impair its former usefulness.

SECTION 16: Such corporation shall, as soon as convenient after its organization, establish a principal office at some point on the line of its road, and change the same at pleasure, giving public notice in some newspaper of such establishment or change, and all process against said company shall be served on the president or secretary, or by leaving a copy at the principal office of the corporation.

SECTION 17. The right is hereby reserved to the General Assembly to provide for taxing such companies by any other mode than that now authorized by the provisions of the act levying taxes on all property of the State according to its true value, but not so as to require any such company or the stockholders thereof, on account of the stock owned by them, to pay any greater rate of taxes for the time being than the general average of taxation for all purposes on other property of equal value in those counties through which such road may pass, or within the limits of which the same may be located, and any existing railroad company may accept the provisions of this section and thereafter be liable to taxation as provided by the act levying taxes aforesaid, subject to the right of the General Assembly herein reserved: And provided also, That any existing railroad company accepting any of the provisions of this act shall thereafter be subject to the taxation herein provided, subject to the right herein reserved.

SECTION 18. Every company organized under this act shall be required to erect at all points where their road shall cross any publie road, at a sufficient elevation from such public road to admit of the free passage of vehicles of every kind, a sign with large and distinct letters placed thereon to give notice of the proximity of the railroad and warn persons of the necessity of looking out for the cars, and any company neglecting or refusing to erect such sign shall be liable in damages for all injuries occurring to persons or property from such neglect or refusal.