Section 1. Be it enacted by the General Assembly of the State of Tennessee, That Robert M. House, Edmund Howard, Newton Hollingsworth, John S. Hart, J. Anderson, Robt. H. McClure, N H. Allen, Robt. G. Johnson, Will. Dudley, George W. Hampton, Jas. E. Bailey, and their associates, who shall be stockholders in a rail road company, and their successors, under the name and style of the Memphis, Clarksville and Louisville rail road company, are hereby declared to be a body corporate and politic, under the laws of Tennessee, with succession for ninety-nine years, and a common seal, with, capacity to sue and be sued, receive and enjoy to them and their successors, property and estate of whatever nature and quantity, and the same to alien, transfer and dispose of, so far as may be necessary to carry into effect the main object of this charter, which is hereby declared to, be the construction, use and maintainanceof a rail road from Memphis in Tennessee, through Clarksville to Louisville, or to some suitable point where said rail road shall intersect the Nashville and Louisville rail road in the State of Kentucky.

Sec. 2. Be it further enacted, That said company shall have power to unite with arty company that may be chartered by the legislature of the State of Kentucky, for the construction of a rail road from Louisville, or some suitable point on the line of the Nashville and Louisville rail road, to the boundary line of the State of Tennessee, to unite with the rail road from Memphis as aforesaid, and to consolidate said two rail roads, and the stock of the two companies so as to make one rail road and one company, in such manner and upon such terms as said company may deem best.

Sec. 3. Be it further enacted, That the capital stock of said company shall be three millions of dollars, to be divided into shares of one hundred dollars each, and said company shall have power to increase the capital stock of said company to four millions. Provided, that at all the meetings of said stockholders where a vote is to be taken, each stockholder shall be entitled to vote in person or by proxy, and in the election of directors, and all other elections which may come before the stockholders, the vote shall be taken according to the following scale, to wit: the owner of one or two shares, shall be entitled to one vote; the owner of not less than three, nor more than four shares, shall be entitled to two votes; the owner of not less than five nor more than six shares, shall be entitled to three votes; the owner of not less than seven nor more than eight shares, shall be entitled to four votes; the owner of not less than nine nor more than eleven shares, shall be entitled to five votes; the owner of not less than twelve nor more than fifteen shares, shall be entitled to six votes; the owner of not less than sixteen shares nor more than twenty, shall be entitled to seven votes; the owner of not less than twenty-one nor more than twenty-six shares, to eight votes; the owner of not less than twenty-seven nor more than thirty-three shares, to nine votes; the owner of not less than thirty-four nor more than forty shares, to ten votes; and the owner of every ten shares aboveforty, shall be entitled to one vote therefor. Provided, No individual, corporation or company, shall be entitled to more than one hundred and fifty votes. Provided further, That whenever fifty thousand dollars of said stock is subscribed, said company may organize and elect a boardof directors, who may elect a president from their number, as prescribed in the Nashville and Chattanooga rail road company, who, when elected, shall be president of the board of directors and of the company, and no person shall be president or director of said company, unless he is the owner of at least twenty shares of the capital stock of said company, which he shall have held at least three months previous to his election, except the first.

Sec. 4. Be it further enacted, That the aforesaid Robert M. House, Edmund Howard, John S. Hart, Newton Hollingsworth, J. Anderson, Robt. W. McClure, Robt. G. Johnson, Geo. W. Hampton, N. H. Allen, William Dudley and Jas. E. Bailey, be, and they are hereby constituted a board of commissioners, a majority of whom may act, to manage all the affairs of said company, until it shall be organized by the election of a board of directors as aforesaid, to procure subscriptions of the stock by themselves or by the appointment of agents for that purpose, or in such manner as they may deem best, to provide for experimental surveys of routes for said road, or any part thereof, and for the payment of the same, and for procuring said subscription for stock, out of such call on the stock subscribed for, as they may deem advisable. Provided, They shall not be required to require the payment of any part of the stock subscribed for, at the time the same is subscribed for and taken.

Sec. 5. Be it further enacted, That said company shall have the right when necessary to construct said road across or along any public road or water course. Provided, That said company shall not obstruct such public road or water course, and should said company run said road upon the line of any turnpike road, it shall and may be lawful for said company, to make such contract or arrangement with said turnpike company, as may be deemed best by the parties, by permitting said turnpike company to subscribe for such amount of stock in said rail road company, as may be agreed upon by the parties in lieu of the value of or damages to said turnpike company. Provided, That the 22d section of the charter of the Nashville and Chattanooga rail road company, shall not be binding upon, extend to, or be any part of the charter of the Memphis, Clarksville and Louisville rail road company.

Sec. 6. Be it further enacted, That said company shall have power to extend said rail road across the Tennesseeand Kentucky line, so as to connect with any rail road that may be built by the State of Kentucky or her citizens, from any point on the Nashville and Louisville rail road, so as to form one connected continued road from Memphis by Clarksville, to the point of intersection with the Nashville and Louisville rail road in the direction towards Russellville and Bowling Green, Kentucky, or beyond these towns if necessary, to the point of junction with the Nashville and Louisville rail road.

Sec. 7. Be it further enacted, That said company may, in their sound discretion, commence building said road at Memphis, at the point Where it will cross, the Tennessee river at Clarksville, or on the Kentucky line as they may deem best.

Sec. 8. Be it further enacted, That whenever said company shall have completed that part of said road from the town of Clarksville to the State line or junction with the Louisville and Nashville rail road, or to the city of Louisville, they shall have all the rights and privileges conferred by this charter for the period of ninety-nine years.

Sec 9. Be it further enacted, That said company shall have ten years to complete said road, and five years to complete that part of said road from Clarksville to the Kentucky line, or to the junction with the Louisville and Nashville rail road on to the city of Louisville.

Sec 10. Be it further enacted, That said company shall be, and they are hereby vested with all the rights,1 powers and privileges. and subject to all the restrictions and liabilities of the Nashville and Chattanooga rail road company, except otherwise provided in this charter.

Sec. 11.Be it further enacted, That said company shall have the right, should they deem it necessary to exercise it, to intersect and unite with the North Western rail road, or the Nashville and Memphis rail road or both of them, at any point or points between Clarksville and the city of Memphis.

JORDAN STOKES,

Speaker of the House of Representatives.

M. R. HILL,

Speaker of the Senate.

Passed, January 28, 1852.

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