tractors, undertaker or undertakers, in the name and behalf of the state; and that such contractor or contractors shall have the labor, control and management of any and all state convicts in constructing said wall, for and during the term of two years, or until the said wall shall be completed; Provided, That the said undertaker or undertakers shall agree to clothe, feed and keep said convicts at his own expense without any recourse upon the State. SEC. 4. Be it further enacted, That the auditor, treasurer and secretary of State be and they are hereby authorized to cortract as aforesaid for the building of the wall around the penitentiary; Provided, That the amount to be contracted for to be paid by the state, shall not exceed the sum of twenty-six thousand two hundred and fifty dollars, to be paid as other appropriations, out of the state treasury. SEC. 5. Be it further enacted, That the contractor or contractors, undertaker or undertakers, shall enter into bond with security to the state of Arkansas in the sum of fifty thousand dollars, for the faithful performance of the contract so entered into, and for the safe keeping of said convicts; which bond shall be drawn by the Attorney General of this state. SEC. 6. Be it further enacted, That the contractor or contractors, undertaker or undertakers, for building the said wall around the penitentiary, shall not have authority to punish with stripes the convicts under his or their control or management until so authorized by one or more of the inspectors of said penitentiary. SEC. 7. Be it further enacted, That the governor be, and he is hereby authorized to appoint one inspector of the work done under the contract for a wall around the penitentiary, who shall be superintendent and architect of the work which may be done by contractors under this act, and shall see that the same is done in accordance with the contract; and from time to time certify to the governor, as the work progresses, such amounts as may be due to the contractors for work performed; and the governor shall, if satisfied that such amounts should be paid, draw an order on the auditor, requiring him to issue a warrant for the amount stated in such order; and the state treasurer shall pay such warrants; and a sufficient sum to pay the amount designed in this act, be, and is hereby appropriated out of any moneys in, or which shall be in the treasury notherwise appropriated. SEC. 8. That the governor shall have power to remove said inspector for cause, and appoint a successor. SEC. 9. That the inspector shall receive for his services the sum of $300 per annum, to be paid quarterly as other officers. SEC. 10. That the law now in force giving to the secretary of state, auditor of public accounts, and treasurer, each as inspectors, a hundred dollars, be, and the same is hereby repealed; together with all laws repugnant to this act. SEC. 11. Be it further enacted, That it shall be the duty of the governor to appoint a competent person to superintend the work of building the wall, who shall take an oath that he will faithfully discharge his duties as such superintendent; he shall receive for his services $300 per annum, and report to the governor every two weeks the manner in which the contractors are complying with their contract. SEC. 12. That nothing contained in this act shall authorize, or be construed so as to allow the undertakers to receive any pay for pardoned convicts. SEC. 13. Be it further enacted, That this act shall take effect and be in force from and after its passage. Approved 10th January, 1853. An act to incorporate the Arkansas Western Railroad Company. SECTION 1. Names certain persons to compose said corporation,together with such other persons, corporations, States, counties and cities as may subscribe] stock. 3. Said road to commence at Fort Smith thence through Van Buren, Fayetteville and Bentonville, to a convenient point of the Missouri line. 4. Corporation to have perpetual succession; and possess all powers usually granted to bodies politic. 5. Capital stock $500,000, shares $25 each; 5 per cent. to be paid on each share at the time of subscribing; directors to fix the time of payment; no call for more than 10 per cent, at any one time, and 60 days notice to be given. 6. State and counties on the line may subscribe stock, and be entitled to representation in directory. 7. Board of directors 18 in number lo cated at Fayetteville; a vote for each share at all elections except on the part of the State; counties stockholders, court to fix the manner of voting; Governor may appoint some one to vote on the part of the state; others in person or by proxy. 8. First election of directors at Fayeteville, under direction of commissioners, and 20 days notice; State entitled to one director for every $50,000 of stock; State directors not to vote for other directors. 9. First election to be under direction of 3 commissioners to receive stock at Fayetteville, all other elections un (SECTION. der direction of 3 commissioners designated from among the stockholders; when State entitled to one or more directors, that number to cease from original directors, begining at the one who received the lowest number of votes, but the president of the board is not to be removed on this account. 10. Election of directors annual on 3d Monday of June; a failure to elect shall not dissolve board; all elections shall be held at the domicil of the company in Fayetteville after the first,and 15 days notice thereof. 11. Names, commissioners to receive subscriptions at Fort Smith, Van Buren, Fayetteville and Bentonville. 12. Commissioners may appoint agents in other places to receive subscriptions; as soon as $50,000 are subscribed, lists to close temporarily; lists of subscriptions to be recorded in Recorder's office at Fayetteville. 13. Board of directors to elect one of their body as president, after the election of first board, lists to be again opened for 4 months under direction of said board; if the amount then subscribed shall exceed the capital required, meeting of stockholders and directors to determine its acceptance. 14. Defines the manner of making survey of said road and when $100,000 are subscribed, directory to determine point of commencing said road. 15. Until organization of first board of SECTION directors, the persons named in sec. expenses. 16. Any subscriber failing to pay in- posed of persons, corporations, or 18. President and directors to manage and direct in every respect, for the, company, ways and meaps for erection and construction, of said road; and to exercise a general supervisory control over every matter whether in money, grants, gifts, labor, from general government, State or individuals; to borrow money limited to $50,000; to procure proper books for the use of the company; to issue certificates of stock, and do whatever else they deem necessary for the construction and maintainance of said road. 19. Vacancy in board of directory filled by vote of remaining directory. 20. Limitation as to amount of money board may borrow, does not apply to the equipment of road. 21. Annual meeting of stockholders to be on last Monday in June, to receive report of operation, &c. 29. 28. Subscriptions may be received in SEC. 1. Be it enacted by the General Assembly of the State of Askansas, That the said corporation shall be composed of David Walker, James Sutton, James H. Stirman, Charles W. Dean, Thomas J. Pollard, A. M. Wilson, J. P. Neal, A. B. Greenwood, John Smith, A. W. Dinsmore, Samuel Woods, John Drennen, P. Pennywit, John Henry, A. Wallace, Henry Wilcox, John Rogers, W. B. Sutton, Charles B. Johnson, Samuel M. Rutherford, Mitchell Sparks, and of such other persons, corporations, states, counties and cities, as may subscribe to stock in said company, and comply with the provisions contained in this act, and also, with the by-laws, rules and regulations of said company, and the general law of the land respecting the same. SEC. 3. That said corporation is established for the purpose of constructing, working and maintaining, a railroad from Fort Smith by the the way of the city of Van Buren, thence to such point on the Missouri line by way of Fayetteville and Bentonville, as shall be deemed most favorable for continuing this communication through northwestern Arkansas, by such road or roads as shall there be constructed. SEC. 4. The corporation hereby created, by its corporate name and style aforesaid, shall have perpetual succession, and be empowered and entitled to sue and be sued, plead and be impleaded, grant and take by grant, contract or release, purchase and hold lands and chattels, and have a common seal, with the power of alteration, and all other such ordinary and necessary powers, liberties, franchises, privileges and incidents of bodies politic and corporate as under this act and the general law of the land it may legally take, obtain, hold, possess and enjoy. SEC. 5. The capital stock of the company, is fixed at five hundred thousand dollars, divided into twenty thousand shares of twenty-five dollars each, a payment of five per cent. on the amount of each share shall be made at the time of subscribing, the subsequent payments shall be made in such sums and at such periods as shall be fixed by the board of directors; Provided, That no call shall be made, for more than ten per cent. at any one time, and that sixty days notice of each call, shall be given by publication in three newspapers, one in the town of Fayetteville, and the cities of Van Buren and Fort Smith, respectively, or by written or printed notices delivered to each stockholder, or sent to his nearest post office. Sec. 6. The State of Arkansas and the several counties upon the line of this road or elsewhere in the state, may become stockholders in said company by subscribing for stock therein, and in the event that any or either of them do so, they shall be represented in the directory in the manner hereinafter provided. SEC. 7. The business of the corporation shall be conducted at its domicil in the town of Fayetteville, by a board composed of eighteen directors, who shall be stockholders; a quorum shall consist of at least seven directors; at all elections by the stockholders and all their meetings, each share shall be entitled to one vote, with the exceptions as to the election for directors of the state as hereinafter mentioned; voters may vote in person or by proxy; counties becoming stockholders, shall vote by such person or officer as shall be designated by the county court, by order upon its record; the state shall vote by such person or officer as shall be designated by the Governor or by law, if any law on that subject be enacted; other votes may be given in person or by proxy, and after the first year all shares of stock must be owned or possessed by the voter in his own right or by his principal, three months before they are voted on; the president of the company is the officer designated as the one on whom legal service of all processes or citations, writs or notices, against or to the company may be made, and the company agrees to be bound by such service, whether made on the president in person, or left in writing to his address at the office of the company, in the hands of any of its officers. SEC. 8. The first board of directors shall be chosen, or chosen and appointed, as soon as the first lists of subscription shall be closed; the election for the first board shall be held at the court house of the circuit court of Washington county, at such time as shall be designated by the commissioners charged with receiving subscriptions at Fayetteville, hereinafter named; notice shall be given of such election by publication made twenty days previous, in two newspapers published in Van Buren and Fort Smith; in case the state shall not at the time of such election have subscribed for anv stocks, eighteen directors shall be elected, but if then she shall have subscribed for stock, or whenever she shall afterwards do so, she shall be entitled to one director if she subscribe fifty thousand dollars, to two, if she subscribe one hundred thousand dollars, to three, if she subscribe one hundred and fifty thousand dollars, to four, if she subscribe two hundred thousand dollars, to five, if she subscribe two hundred and fifty thousand dollars, and to six, if she subscribe three hundred thousand dollars or more, to be selected and appointed by the Governor, so as to commence their term of service at the same time with the other directors elected by the stockholders at the first regular election after such stock is taken by the state, and whenever stock shall be so subscribed for by the state, and directors appointed or selected by the Governor, or in such other way as by law she provides, prior to any general election, the stockholders shall thereafter elect only so many directors as will make, with those appointed or selected by the state, the number of eighteen; the state shall have no vote in the election of such other directors, but in all other votes, and at all meetings of the stockholders, she shall have one vote for every share of stock subscribed by her, to be cast in such manner and by such officer or officers, person or persons, as she shall by law direct. SEC. 9. The first election shall be held under the superintendence of three of the commissioners to receive subscriptions for stock at Fayetteville; all subsequent elections, under the superintendence of three commissioners to be appointed from amongst the stockholders, by the board of directors for the time being; the first board of directors shall hold their office until the first Monday of July, in the year 1854, unless before that time the state shall subscribe for stock, in which case she shall immediately appoint the number of directors to which she may be entitled, and thereupon the same number of directors previously elected shall cease to be directors: first, the one who received the lowest number of votes, then the next lowest, and so upwards, and if it occur that two directors, or more, received the same number of votes, one or more of whom must go out, the matter shall be decided by lot, and the directors so appointed by the state, with the residue of those elec |