trade or manufactures, or any yards or enclosures necessary to the use or enjoyment thereof, without permission from the owners; and when the said route is determined by the said company, it shall be lawful for them, their officers, agents, engineers, contractors and servants, to enter upon, take possession of, and use such lands to the width of four rods, upon their first making payment, at the time and in the manner hereinafter specified, of such compensation as the company may have agreed to pay therefor, or as shall be ascertained in the manner hereinafter directed: provided, that the said corporation shall not, in their corporate capacity, hold, purchase or deal in any lands other than the lands on which the said road shall run, or which may be actually necessary for the construction or maintenance thereof, and of the gates, toll-houses, and other fixtures connected therewith.

§ 377. (SEC. 128.) Necessary lands, how acquired-use of public roads. Any plank-road or turnpike company legally organized under the provisions of this title may procure, by purchase or gift from the owners thereof, any lands necessary for the construction of this road, or for the erection of gates, toll-houses, and other fixtures; and may also procure, by agreement with the supervisors of the township, and the county commissioners of the county, through or in which such road is to be located, the right to take and use any part of any public highway in such county for the construction of such proposed road, and agree with such commissioners and supervisors upon the amount of compensation and damages to be paid by such company for such highway; every such agreement shall be in writing, and shall be filed in the office of the register of deeds of the county; and such compensation and damages, when paid, shall be expended by the proper officers in improving the highways of the town through or in which such road is located.

§ 378. (SEC. 129.) Survey to be made, acknowledged and recorded. When any such company has procured all the lands necessary to be used for the construction of its road in any county, and the right to take and use such parts of the public highway in such county, as shall be necessary for that purpose, it shall cause an accurate survey of such road to be signed by its president and secretary, and acknowledged by them as conveyances of real estate are required to be acknowledged, and recorded in the office of the register of deeds of such county, and whenever such company has so procured the land, and the right to take and use the parts of public highways necessary to construct its road in any such county, and has caused such survey thereof to be made and recorded, said company may construct so much of its road as shall be intended to be constructed in any such county; and so much of any such road as shall be situated in any county may be embraced in one survey, and recorded as aforesaid.

§ 379. (SEC. 130.) Compensation for land occupied, how appraised. Whenever it is necessary for such company to enter upon and occupy, for the purpose of making said road, any lands, the owners of which refuse to permit such entry or occupation, and such company cannot agree with such owners upon the compensation and damages to be paid for the use of such land, it shall be lawful for the parties to appoint three disinterested persons, residents of the county, to estimate and appraise such compensation and damages; every such appraisement shall be reduced to writing, and signed by the appraisers, or a majority of them, and a duplicate copy thereof shall be furnished to each of the parties; the expense of said appraisement shall be paid by said company. $380. (SEC. 131.) Width and construction of plank-roads. Every plank-road made by virtue of this title shall be laid out at least four rods wide, and shall be so constructed as to make, secure and maintain a smooth and permanent road, the track of which shall be made of timber, plank, or other hard material, so that the same shall form a hard and even surface, and be so constructed as to

permit carriages and other vehicles conveniently and easily to pass each other, and also, so as to permit all carriages to pass on and off, where such road is intersected by other roads.

§ 381. (SEC. 132) Width and construction of turnpikes. Every turnpike road constructed by virtue of this title shall be laid out at least four rods wide, and shall be bedded with stone, gravel, or such other material as may be found on the line thereof, and faced with broken stone or gravel, so as to form a hard and even surface, with good and sufficient ditches on each side whenever the same are practicable; the arch or bed of such road shall be at least eighteen feet wide, and shall be so constructed as to permit carriages and other vehicles conveniently to pass each other, and to pass on and off such turnpike where it may be intersected by other roads.

$382. (SEC. 133.) Toll-gates on plank-roads-rates of toll. Whenever any plank-road company complete their road, or any five consecutive miles thereof, the said company may erect one or more toll-gates upon their road, but not within three miles of each other, and may demand and receive toll not exceeding two cents per mile for any vehicle drawn by two animals; and for any vehicle drawn by more than two animals, one cent per mile for every additional animal; for every vehicle drawn by one animal, one cent per mile; for every score of sheep or swine, and for every score of neat cattle, one cent per mile, and in the same proportion for any greater or less number of cattle, sheep or swine; for every horse and rider, or led horse, three-fourths of a cent per mile.

§383. (SEC. 134.) Toll-gates on turnpikes-rates of toll. Whenever any turnpike-road company completes their road, or any five consecutive miles thereof, the said company may erect one or more toll-gates upon their road, but not within three miles of each other, and may demand and receive toll not exceeding the following rates: For every vehicle drawn by one animal, three-quarters of a cent per mile; for every vehicle drawn by two animals, one and a half cents per mile; for every vehicle drawn by more than two animals, one-quarter cent additional a mile, for every animal more than two; for every score of neat cattle, one cent a mile; for every score of sheep or swine, one-half cent a mile, and in the same proportion for any greater or less number of neat cattle, sheep or swine; for every horse and rider, or horse, one-half cent a mile.

$384. (SEC. 135.) Persons exempt from paying toll. No toll shall be collected at any gate of any company incorporated under this title from any person passing to or from public worship, or a funeral, or from any person going for a physician, or returning from such errand, or from any person going to or returning from any court, when legally summoned as a juror or witness, or from any person going to a town meeting or election, at which he is entitled to vote, for the purpose of giving such vote, and returning therefrom; or from farmers going to and from their work on their farms; and no more than half the rate of toll provided for in this title shall be taken from persons living within one mile of the gate at which the toll is taken.

§ 385. (SEC. 136.) Location of toll-gate, how changed. The commissioners of any county in which a toll-gate may be located on any such road, whenever they or a majority of them are of opinion that the location of such gate is unjust to the public interests, by reason of the proximity of diverging roads, or for other reasons, may, by giving at least fifteen days written notice to the president or secretary of said company, apply to the district judge of the county in which such gate is located, for an order to alter or change the location of such gate. The said judge, on such application being made, and on hearing the respective parties, and on viewing the premises, if he deems such view necessary, shall make such order in the matter as to him may seem just and proper; and either party may, within fifteen days thereafter, appeal from such order to the dis

trict court of the county, on giving such security as the district judge shall require; such order, unless appealed from, shall be observed by the respective parties, and may be enforced by attachment or otherwise, as the said court shall direct; and if appealed from, the decision of the district court shall be final in the matter, and the said district court may direct the payment of costs in the premises, as shall be deemed just and equitable.

§ 386. (SEC. 137.) Limit of debts-stockholders liable for excess. The debts and liabilities of any company formed under this title, shall not exceed in amount, at any one time, fifty per cent. of the amount of its capital actually paid in; and if such debts and liabilties shall at any time exceed such amount, the stockholders who were such at the time any excess of debts or liabilities was created or incurred, shall be, jointly and severally, individually liable for such excess, in addition to their other individual liability, as provided in this title. § 387. (SEC. 138.) Annual report to secretary of state. The directors of every company formed under the provisions of this title shall report annually to the secretary of state, under the oath of two such directors, the cost of constructing their road; the amount of all moneys expended; the amount of their capital; how much of the same is paid in, and how much is actually expended; the whole amount of tolls or earnings expended on such road; the amount received during the previous year for tolls, and from all other sources, stating each separately; the amount expended; the amount of dividends made; the amount set apart for repairs; and the amount of indebtedness of such company, specifying the object for which the indebtedness accrued.

§ 388. (SEC. 139.) Town supervisors as road inspectors-powers and duties. The town supervisors are inspectors of roads within their town; and whenever a complaint in writing to any two supervisors is made, that any part of a plank-road or turnpike in their town is out of repair, they shall without delay view and examine the road complained of; and if they find such complaint to be true, they shall give notice in writing of the defect to the toll-gatherer or person attending the gate nearest to the place out of repair, and may in their discretion order such gate to be thrown open; but such supervisors shall not order such gate to be thrown open unless a notice in writing has been served on the gatekeeper nearest the place out of repair, particularly describing such place, at least three days previous to making such order.

§ 389. (SEC. 140.) Order to open gate-service and effect. Notice of such order shall be served on such gatekeeper, and immediately thereafter the gate ordered to be thrown open shall be opened; nor shall it again be shut, nor shall any toll be collected thereat, until two supervisors of the town where such road out of repair is located, shall grant a certificate that such road is in sufficient repair, and that such gate ought to be closed.

$390. (SEC. 141.) Proceedings when road is in two counties. Whenever any part of such road is out of repair, and the gate nearest to the place out of repair is situated in an adjoining county, any two supervisors of the town in such adjoining county where such gate may be, upon complaint made to them in writing, shall view and examine the road complained of, and proceed thereon as provided in the one hundred and thirty-ninth section of this title, in like manner as if the portion of road complained of was within the precinct where such gate is situated.

§ 391. (SEC. 142.) Appeal from refusal to grant certificate. Whenever any toll-gate is ordered to be thrown open, as herein provided, or whenever such supervisors refuse to grant a certificate that the road complained of is in sufficient repair, the company owning such gate, or the gatekeeper attending the same in their behalf, may appeal from the order or decision of such supervisors to the district judge of the same district where such supervisors reside, by delivering a statement in writing of their order or decision, and of such appeal, verified by affidavit, to such judge; and thereupon such district judge shall forthwith

proceed to view and examine the road complained of, and may reverse or confirm the order or decision of such supervisors respecting the same; and if he reverses their order or decision, then such gate may be closed; but if he confirms the same, then such gate shall not be closed until such district judge grants a certificate that such road is in sufficient repair.

§ 392. (SEC. 143.) Penalty for not obeying order to open gate. Every keeper of a gate ordered to be thrown open, who shall not immediately obey such order, or who shall not keep open such gate until a certificate permitting it to be closed shall be granted, or who, during the time such gate ought to be open, shall hinder or delay any person in passing, or take or demand any. toll from any person passing, shall, for each offence, forfeit the sum of ten dollars to the party aggrieved.

$393. (SEC. 144.) Fees of supervisors and district judges. To each supervisor who shall view a plank or turnpike road, upon complaint made to him, and to each district judge for the like service, shall be allowed the sum of one dollar and fifty cents for each day spent by him in the performance of such duty; and if the road viewed shall be adjudged out of repair, such fees shall be paid by the company to which the road shall belong; otherwise they shall be paid by the party making the complaint.

$394. (SEC. 145.) By whom such fees are to be paid. Such fee, when payable by the company, shall be paid by the toll-gatherer nearest that part of the road adjudged out of repair, on demand, and out of the tolls received, or to be received by him, and may be recovered, with costs, of such toll-gatherer, if he neglects or refuses to make such payment.

§ 395. (SEC. 146.) Penalty for delaying traveller or taking illegal toll. Every toll-gatherer who at any such gate shall unreasonably hinder or delay any traveller or passenger, or shall demand and receive from any person more toll than by law he is authorized to collect, shall, for each offence, forfeit the sum of five dollars to the person aggrieved.

§ 396. (SEC. 147.) Judgment against toll-gatherer, how collected. Whenever a judgment is obtained against a toll-gatherer for a penalty, or for damages for acts done or omitted to be done by him in his capacity of toll-gatherer, and goods and chattels of the defendant to satisfy such judgment cannot be found, it shall be paid by the corporation whose officer he shall be; and if, on demand, payment is refused by such corporation, the amount of such judgment may be recovered, with costs, of such corporation.

§ 397. (SEC. 148.) Printed list of rates of toll to be posted. It shall be the duty of the directors of every such company, to affix and keep up, at or over each gate, in a conspicuous place, so as to be conveniently read, a printed list of rates of toll demandable at such gate.

§ 398. (SEC. 149.) Persons not paying toll may be detained. Each toll-gatherer may detain, and prevent from passing through his gate, all persons riding, leading or driving animals or carriages subject to toll, until they have paid respectively the tolls authorized by law.

§ 399. (SEC. 150.) Company liable for damages, when. Any such corporation is liable for all

damages that may be sustained by any person in consequence of neglect or omission to keep such road in good condition and repair.

§ 400. (SEC. 151.) Penalty for obstructing road. Whoever wilfully obstructs, breaks, injures or destroys any road constructed under the provisions of this title, or any work, building, fixture or toll-gate attached to or in use upon the same, belonging to said company, shall, for every such offence, be deemed guilty of a misdemeanor, and shall be punished by fine not exceeding five hundred dollars, or by imprisonment in the county jail not exceeding one year.

§ 401. (SEC. 152.) Penalty for wilfully running gate. Whoever forcibly or fraudulently passes any toll-gate erected on such road in pursuance of this title, without having paid the legal toll, and whoever shall, with his carriage or horse, or other vehicle or animal liable to toll, turn out of such road, or pass any gate

thereon, or ground adjacent thereto, and enter again in such road, to avoid the payment of legal toll, shall, for each offence, be liable to a fine not exceeding ten dollars.

§ 402. (SEC. 153.) Effect of failure to construct road. Every company incorporated under this title shall cease to be a body corporate:

1. If, within two years from the filing of their articles of association, they shall not have commenced the construction of their road, and actually expended thereon at least ten per cent. of the capital stock of such company; and

2. If, within five years from such filing of the articles of association, such road shall not be completed according to the provisions of this title.

§ 403. (SEC. 154.) Power of legislature over companies. All companies formed under this title shall at all times be subject to visitation and examination by the legislature, or by a committee appointed by either house thereof, or by any agent or officer in pursuance of law; and the legislature may at any time establish rules and regulations for the government of any such corporation in relation to such road, the use of the same, and rates of toll to be collected thereon, and may alter, amend or repeal this title, or may annul and disfranchise any corporation formed or created under the same.

TITLE 8.

GENERAL PROVISIONS.

§ 404. (SEC. 155.) General powers-meetings without the state-officers. All corpora tions, when no other provision is specially made, may have a common seal, which they may alter at pleasure; they may elect all necessary officers, fix their compensation, and define their duties and obligations; and make by-laws and regulations, consistent with the laws of the state, for their own government, and for the due and orderly conduct of their affairs, and the management of their property. The members of any corporation now or hereafter organized under the provisions of this chapter, and the directors and managers thereof, may meet and transact business without the state the same as within the state; but no corporation or association created or existing, or which shall exist, under this act, shall cease or expire from neglect on the part of the corporation to elect directors or officers at the time mentioned in their by-laws; and all officers elected by such corporation or association shall hold their offices until their successors are duly elected. (As amended 1870, c. 26, § 2.)

§ 405. (SEC. 156.) First meeting, how called. The first meeting of all corporations, when no other provision is specially made, shall be called by notice, signed by one or more of the persons named in, or associated as corporators under, the law by which it is incorporated, setting forth the time, place and purposes of the meeting; and such notice shall, at least twenty days before the meeting, be delivered to each member, or published in some newspaper in the county where the corporation is established, or if no newspaper is published in the county, then in some newspaper printed and published at the capital of the

state.

§ 406. (SEC. 157.) Meeting may be called by justice of peace, when. When, by reason of the death, absence, or other legal impediment of the officers of the corporation, there is no person duly authorized to call or preside at a legal meeting thereof, any justice of the peace of the county where such corporation is established, may, on a written application of three or more of the members, issue a warrant to either of them, directing him to call a meeting, by giving such notice as had been previously required by law; and the justice may, in