CHAPTER 341. AN ACT to incorporate the Janesville and Madison railroad company. The people of the state of Wisconsin, represented in senate and assembly, do hereby enact as follows:
Corporators.     Name and powers.	SECTION 1. W. H. PEASE, D. F. SAYRE, C. H. CONRAD, Harrison STEBBINS, J. B. PORTER, R. POMEROY, T. E. GREEN, Rob. STONE, Silas HURD, W. PORTER, I. C. SLOAN, J. B. CROSBY, O. M. CONOVER, and James VAUGHN and their successors and associates, are hereby made, constituted and declared to be a body corporate and politic by the name and style of the "Janesville and Madison railroad company," and by that name shall be and are hereby made capable in law to purchase, hold, enjoy and retain to them and their successors, land, tenements and hereditaments, so far as may be necessary for the purpose of constructing a railroad hereinafter set forth, and the same to sell, grant or in any manner dispose of; to sue and be sued, implead and be impleaded, answer and be answered unto, defend and be defended, contract and be contracted with, and generally do and perform all the acts and things which to such corporation it shall lawfully appertain to do, and perform.
Capital stock.	SECTION 2. Capital stock of said company shall be 300,000 dollars to be divided into shares of 100 dollars each, and the directors shall cause books to be opened at such times and places as they may designate to receive subscriptions to the capital stock of said company.
First directors.     Notice of election.	SECTION 3. The above named persons shall be the First directors, first directors of said company, and shall hold their offices until other directors shall be elected by the stockholders; and as soon as one hundred shares of the capital stock of said company shall be subscribed, and five dollars on each share actually paid in, said directors shall receive no more subscriptions until after the election of directors by the stockholders; and they shall immediately give not less than twenty days notice in two newspapers, one in Rock and one in Dane county of election of nine directors by the stockholders at some time and place to be designated by them; and the directors thus elected shall hold their office until the next annual meeting of the stockholders for the election of directors, or until other directors are elected.
Board of directors, their powers and term of office.	SECTION 4. The affairs of said corporation shall be Board managed by a board of nine directors, who shall be stockholders; and said board is hereby invested with all the powers of the corporation. They shall be chosen annually by ballot, at the annual meeting of the stockholders, which shall be held at such time and place as the directors shall from time to time prescribe; every stockholder shall be entitled to one vote for each share of stock by him held, which he may deliver by person or by proxy. If for any cause an election of directors shall not be held at the time prescribed for the annual meeting the same may be held at any other time, on thirty days' notice to be given as foresaid; and until such election be had, the directors of the preceding year shall continue to act.
Officers of the board.       Further board powers.	SECTION 5. A majority of the board of directors shall constitute a quorum for the transaction of any business. They shall meet at such times and places, and be convened in such many as they shall decide upon. They shall appoint one of their number to be president and one to be vice-president, who shall serve for one year, or until other directors are elected. They shall also appoint a secretary, treasurer and such engineers, superintendents and other officers as they may find necessary, fix their compensations and duties, and demand adequate security for the discharge of their respective duties and trusts; and fill any vacancies which may occur in their own board. They shall have power to re-open the books for subscriptions to the capital stock of the company, or open new books under their own direction, or under the direction of such person or persons as they may designate; to determine the amount of installments to be paid from time to time on such subscriptions and to forfeit to the use of the company the share or share of any persons failing to pay any such installment, as also all previous payments thereon. They shall have power to regulate tolls and charges for the transportation of freight and passengers, to make any contract or agreement which they may think proper with any other railroad company, for the leasing of the whole or any part of any railroad constructed or to be constructed by such railroad company; and to lease or sell any other company the whole or any part of the railroad of this company coming in contact therewith; and to establish such by-laws, rules, regulations and orders not inconsistent with the constitution and laws of the United States or of this state, as they shall think proper, and the same from time to time to alter, amend or repeal, and in general to superintend and direct all the operations, receipts, disbursements and other affairs of said company.
Shares personal property.	SECTION 6. All shares of stock in this company owned by any person shall be deemed personal property, and shall be transferable in such manner and form, at such place and under such regulations as shall be prescribed by the by-laws of said company.
Special meetings.	SECTION 7. Special meetings of the stockholders may be called by order of the board of directors or by stockholders holding one fourth of the capital stock, on like notice as that required for annual meetings of the stockholders, specifying the objects of the meetings.
May locate and construct railroad, etc.	SECTION 8. Said company shall have power to locate and construct a railroad with one or more tracks, from the city of Janesville in Rock county through or near the village of Fulton in said county, and Stoughton in Dane county, to the city of Madison in Dane county; to transport property and persons upon said road by steam or any other power; to construct all such turnouts, side tracks and connecting tracks as they shall think will promote the interest of the company; and to erect all such buildings and other structures as may be necessary for the accommodation of said company and road; to manufacture or purchase all necessary engines, tenders, cars and other conveniences for running said road; and they shall have power to connect the said railroad with any other road in or out of the state, and to operate the same in connection with such other railroads.
May borrow money and lease bonds.	SECTION 9. Said company is hereby authorized to borrow any sums of money from any person or corporation, at any rate of interest which my be agreed upon by the parties, any law on the subject of usury in this state to the contrary notwithstanding; and to make and deliver, in or out of this state, all necessary writings, notes, bonds, mortgages or other papers and securities in amount or kind as may be deemed expedient by such corporation, in consideration of any such loan, or in the discharge of any liabilities which it may incur in the construction, repair, equipment or running of said road; and to make, execute, sell and deliver at private or public sale, in or out of this state, bonds in such sums payable at such times, and bearing such rates of interest, as shall be deemed expedient by said company, secured by mortgage upon the whole or any part of the railroad of said company, with its equipments, fixtures and appurtenances.
May build road across or along highways, etc.	SECTION 10. The said company shall have the right and authority to construct their said railroad upon, along and across, under or over any public or private highways, road, street, plankroad or railroad, if the same be necessary, but the said company shall restore such highway, road, street, plankroad or railroad to its former state, so as not to impair the usefulness of the same, so far as the same can be done consistently with the rights and privileges hereby granted to said company; shall have the right and authority to erect and maintain all necessary bridges for the use of their said railroad over any stream of water or water-course, at such points of crossing the same as they shall locate the said road, with all necessary abutments, piers or other foundations.
May enter upon lands, etc.                     Compensation for lands.	SECTION 11. It shall be lawful for said company, their officers, engineers and agents, to enter upon any land for the purpose of exploring, surveying and locating the route of said railroad, doing thereto no unnecessary damage; and when the route of said road shall be determined by said company, it shall be lawful for them, their agents, officers, engineers, contractors, employees and servants at any time to enter upon, take possession of and use any such land, not exceeding one hundred feet in width, along the line of said route, and also such lands adjacent to the lines of said route beyond the limits of one hundred feet, as the chief engineer of the said company shall in writing, to be signed by him and recorded in the office of register of deeds of the county in which such lands are located, decide and declare to be necessary for the use of said company, for the purpose of erecting depot buildings, station houses and other fixtures and grounds about the same, for the operation and business of said road, or making drains and giving a proper direction to water courses across or along said road, or for the purpose of removing such substances and things as may endanger, obstruct or interfere with the free use of said road, or for the purpose of making deep cuts or excavations, or for the purpose of depositing earth, gravel or stones, or for the purpose of obtaining earth, gravel, timber, stone and other materials for embankments, structures or superstructures, necessary to the construction or repair of said road, subject however, to the payment of such compensation as the company may have agreed to pay therefore, or as shall be ascertained in the manner hereinafter provided; and when such compensation shall have been paid or tendered, the title so said lands shall vest in said company for the purposes of said railroad, and the said company shall have the right to hold the same for such purpose; and whenever in the opinion of the company the same or any part of thereof shall be no longer necessary for the purposes for which the same was taken, the same shall revert to the original owner, upon payment to the said company of the amount paid by said company for such land; with interest thereon to the time of such payment.
How fix amount of compensation.                       Notice of application.       Award of damages.       Appeal - how noticed and tried.	SECTION 12. The said company shall, if possible, agree with the owner or owners of any or all lands upon which by the provisions of this act they are authorized, after the route of said railroad shall be determined, to enter, and which they are authorized to take possession of and use, and which, according to the aforesaid provisions shall vest in said company for the purpose of said railroad, as to the amount of compensation to be paid for such lands, whether such persons shall own or possess the legal or equitable title to the same, or the person or persons owning or possessing such legal or equitable title, lien or incumbrance, shall be a minor, non compos mentis, insane or a married woman, or under any legal disability, the with the guardian of such minor, non compos mentis or insane person, or husband of such married woman; and if said company cannot agree with said owner, guardian or husband, said company shall by its agent offer to pay such owner, guardian or husband, if resident of the county in which such land shall be, or if not resident, to their agent, if in such county such sum as said company deem reasonable, and if such offer of compensation shall not be accepted, or be refused, then such question of compensation shall be three commissioners as follows, viz: the said company may apply to the judge of the circuit court for the first judicial circuit, either in term time or in vacation, for the appointment of three commissioners to decide upon the amount of compensation to be paid to the several parties with whom the said company shall have been unable to agree as aforesaid. They shall give notice of their application for the appointment of such commissioners by publishing the same three weeks successively in a newspaper printed in the county through which said road shall run, and which notice having been published, the said judge shall appoint three commissioners, who shall proceed to examine the premises, having first having given such notice as they deem reasonable to such owner, guardian or husband, if resident of the county in which such lands lie; and having first determined that it was necessary to take such land, shall make an award of the amount of compensation which shall be paid by said company for the lands so taken for any of the purposes aforesaid, and shall give one copy of their award to the said company, and another copy to such owner, guardian or husband, if resident of the county in which such land shall lie, and if not, they shall deposit the same in the office of the clerk of the circuit court of such county, with the costs of the award taxed upon each of said copies; and either party may, within ten days after such award shall be delivered or filed as aforesaid, appeal from the same to the circuit court for the county in which such lands shall lie, by giving written notice of such appeal, it shall be the duty of the commissioners to certify to said court a true copy of said award, and upon receiving the same the said court shall enter the same as a case upon its docket under the same rule as other cases are entered upon its docket, setting down the claimant or claimants as plaintiff, and the said company as defendant; and the said court shall proceed to ascertain the amount of compensation to be paid by said company to the claimant for the taking and using of said land, and the said court shall thereupon proceed to render judgment in favor of such claimant and against said company for the amount of such compensation; and in the amount found in favor of such compensation shall exceed the amount so rendered against said company for costs, and if it shall not exceed the amount so found by said commissioners, in case the appeal be taken by such claimant, then judgment shall be rendered in favor of said company for costs and against said claimants; and when such compensation so be ascertained according to the provisions of this section, shall be paid or tendered to such party entitled to the same, or his agent, or in case where there is a lien or incumbrance on the same deposited with the clerk of the circuit court of the county in which the land shall lie, to be disposed of by order the judge of said court, the title to said lands so taken for any of the purposes aforesaid, shall vest in said company for the purpose of said railroad, and a copy of such award or judgment filed in the office of the register of deeds in the county in which such lands lie, shall be sufficient evidence of such title; and the said company shall have full power and authority, pending all such proceedings, and until they shall refuse to pay the compensation so to be ascertained as aforesaid, to use, occupy and enjoy the peaceable and uninterrupted possession of such lands for all the lawful purposes of such corporation; and they shall not while such proceedings, are pending, nor until such refusal, be disturbed in such possession, use, occupancy and enjoyment by any proceedings either in law or in equity.
Restriction of time.	SECTION 13. All the rights, franchises, privileges and immunities granted by or under this act shall cease and terminate unless the company shall commence the construction of said road within ten years from the passage of this act.
Public act.	SECTION 14. This act is hereby declared to be a public act, and shall be favorable construed to effect the purposes herein intended; and copies thereof, printed by authority of the state shall be received in evidence thereof in all cases, and it shall take effect from and after its passage. Approved March 6, 1868.
[Source: Private and Local Laws Passed by the Legislature of Wisconsin in the Year 1868. pp. 810-817.]