Bardstown and Louisville Railroad Company

Before the Louisville and Nashville Railroad was established, men from Jefferson, Bullitt and Nelson county sought to establish a railroad from Bardstown to Louisville. They obtained a legal act of the General Assembly to establish a company for that purpose. However, it was not successful.

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Sec. 1. Be it enacted by the General Assembly of the Commonwealth of Kentucky, That James Speed, James Guthrie, C. Daniel, A. Throckmorton, Chap. Coleman, R. Tyler, G. W. Weissinger, J. Rudd, W. E. Glover, and Curran Pope, of the city of Louisville; Isaac Everett, Daniel Doup, Philip Speed, R. Ayres, and Hamilton Smith, of Jefferson county; N. C. Summers, R. H. Field, H. F. Kalfus, S. McKay, H. C. Thomas, C. Quiry, W. B. Hamilton, C. Hall, and N. P. Sanders, of Bullitt county; Joseph Brown, C. P. Mattingly, J. Wood Wilson, J. M. Doom, E. B. Smith, D. S. Howell, W. Johnson, and John H. Talbott, of Nelson county, be and they are hereby appointed Commissioners, under the direction of whom, or any three of them, in each of said counties and city aforesaid, subscriptions may be received to the capital stock of the Bardstown and Louisville Railroad Company, hereby incorporated; and they may cause books to be opened at such times and places as they may direct, for the purpose of receiving subscriptions to the capital stock of said company, after having given such notice of the times and places of opening the same ai they may deem proper; and after the first opening of said books, they may continue them open for such time, and may adjourn to such places, as they may deem expedient; an if such a subscription to the capital stock of said company as is necessary to its incorporation shall not have beel obtained, said Commissioners, or a majority of them, may cause the said books to be opened and kept upen, from time to time, and at such places as may seem expedient, for the space of two years thereafter, or until the sum necessary for the incorporation shall be subscribed: Provided, that any subscription, tendered at any time or place other than that advertised by said Commissioners, if accepted by them, shall be as valid against the party subscribing as if received at the time or place advertised; and if any of said Commissioners shall die, resign, or refuse to act, during the continuance of the duties devolved on them by this act, another may be appointed in his stead by the remaining Commissioners, or a majority of them, of the county for which the said Commissioners, so not acting, was appointed a Commissioner.

SEc. 2. Be it further enacted, That the capital stock of said Bardstown and Louisville Railroad Company shall be one million of dollars, in shares of one hundred dollars each, which may be subscribed for by any individual or corporation; and as soon as five hundred shares of said capital stock shall be subscribed, the subscribers of said stock, their successors and assigns, shall be and they are hereby declared to be incorporated into a company, by the name of the Bardstown and Louisville Railroad Company, and, by that name, shall be capable of purchasing, holding, selling, leasing, and conveying, real estate, not exceeding ten thousand acres, and personal and mixed estate, so far as the same shall be necessary for the purposes of their incorporation, and no farther; and shall have perpetual succession, and, by said corporate name, shall sue and be sued, and may have and use a common seal, which they shall have power to alter or renew at pleasure; and shall have, enjoy and exercise all the powers, rights and privileges which other corporate bodies may lawfully do.

Sec. 3. Be it further enacted, That if more than ten thousand shares shall be subscribed to the capital stock of said company, the said Commissioners, or a majority of them, shall reduce, by striking off in succession from the largest number of shares, subscribed by single individuals or corporations, until the subscriptions shall be reduced to thirty thousand shares, so as to equalize the stockholders, as far as may be.

Sec. 4. Be it further enacted, That at every subscription of stock, there shall be paid, at the time of subscribing, to the said Commissioners, or their agents appointed to receive such subscriptions, either in money or a note, negotiable and payable at some Bank in the State, as said Commissioners may elect, at sixty days date, or longer, at the option of the Commissioners or their agents, the sum of one dollar on every share subscribed; and the residue thereof shall be paid in such installments, and at such times, as may be required by the Board of Directors of said company: Provided, that no payment shall be demanded until at least thirty days' public notice of such demand shall have been given by said Board of Directors, by a publication in one or more of the newspapers published in Louisville and Bardstown; nor shall more than twenty five per cent. of each share of stock be called for in any one year; but if the exigences of the company should require the payments of the stock to be made more rapidly than is provided for here-in, or should the Board of Directors, or a majority of the whole number elected, consider it expedient, it shall be lawful for them to borrow, on the credit of said company, a sum of money not exceeding one hundred thousand dollars; and if any subscriber shall fail or neglect to pay any instalment or part of said subscription, demanded according to the provisions of this section, the same may be recovered by action, in the name of said corporation, against such defaulting subscriber, before any tribunal having jurisdiction of such cases; and in all such actions, publications, as directed in this section, shall be the only demand necessary to be proved; or, in case such failure or neglect to pay any instalment or part of said subscription, demanded according to the provisions of this section, shall continue for the space of sixty days next after the time the same shall be due and payable, the Board of Directors may, in their discretion, order that the same shall be forfeited to the company, and they may, also, sell it for the benefit of the company, if they think proper; but the said Board of Directors, by a majority of the whole board, may remit any such forfeiture, on such terms as they may think proper: And, provided further, that it shall be lawful to receive subscriptions to the capital stock of this company, payable in contracts, well secured, to build such parts of the road, or to perform such work in the construction thereof, as may be accepted by the company.

Sec. 5. Be it further enacted, That if the subscription, herein made necessary to the incorporation of said company, shall not be obtained within ten years after the first opening of the books by the Commissioners under this act, then this act, and all the subscriptions under it, shall be null and void; and said Commissioners shall, after discharging the expenses of opening the books, return the residue of the money, paid in upon the subscriptions, to the several subscribers, in proportion to the sums respectively paid by each.

Sec. 6. Be it further enacted, That, at the expiration of the period for which the books are first opened, if five hundred shares of the capital stock shall have been subscribed, or, if not, as soon thereafter as the same shall be subscribed, if within ten years after the first opening of said books, said Commissioners, or a majority of them, shall call a general meeting of the subscribers, at such time and place as they may appoint, and shall give at least twenty days' public notice thereof in some one or more of the newspapers published in Louisville and Bardstown; and at such meeting, said Commissioners shall lay the subscription books before the subscribers then and there present, and thereupon the said subscribers, or a majority of them, then present, shall have the power to elect, from among the stockholders, seven Directors, by ballot, to manage the affairs of said company; and these seven Directors, or a majority of them, shall have the power to elect a President of said company, either from among the Directors or any other stockholder, and of allowing such compensation for his services as they may think proper; and in such election, and on all other occasions wherein a vote of the stockholders of said company is to be taken, each stockholders shall be allowed one vote for every share owned by it, him or her; and every stockholder may, in writing, depute any other person to vote and act as its, his or her proxy; and the Commissioners aforesaid, or any three or more of them, shall be the judges of said first election of Directors.

Sec. 7. Be it further enacted, That, to continue the succesion of the President and Directors of said company, seven Directors shall be chosen annually on the first Monday in June, every year, at such place as the President and Directors may designate, by the stockholders of said company: Provided, that after the first election, the said President and Directors may change the time and place of holding all subsequent elections, upon publishing such change not less than thirty days prior to the election, in the papers aforesaid; and that the Directors of said company, or a majority of them, shall have the power to appoint judges of all elections, and to elect a President of said company, either from among the Directors or any other stockholder, and to allow him such compensation for his services as they may deem proper; and if any vacancy shall occur, by death, resignation, or refusal to act, of any President or Director, before the year for which he was elected has expired, a person to fill such vacancy for the year shall be appointed by the President and Directors of said company, or a majority of them; and that the President and Directors of the company shall hold and exercise their offices until a new election of President and Directors; and that all elections which are, by this act or by the by-laws of said company, to be made at at particular time, if not made at such time, may be made in thirty days thereafter, upon notice publicly given.

Sec. 8. Be it further enacted, That a general meeting of the stockholders of said company may be called, at any time during the interval between the annual meetings, by the President and Directors, or a majority of them, or by the stockholders owning at least one-fourth of the whole stock subscribed, upon giving thirty days' notice of the time and place of holding the same, in one or more newspapers published in Louisville and Bardstown; and when any such meetings are called by the stockholders, such notice shall specify the object of the call; and if, at any such called meetings, a majority, in value, of the stockholders are not present, in person or by proxy, the same shall be adjourned, from day to day, without transacting any business, for any time not exceeding five days; and if, within said five days, stockholders, having a majority, in value, of the stock subscribed, do not attend, such meeting shall be dissolved.

Sec. 9. Be it further enacted, That, at the regular annual meeting of the stockholders of said company, it shall be the duty of the President and Directors in office for the preceding year to exhibit a clear and distinct account of the affairs of the company; that at any called meeting of the stockholders, a majority, in value, of the holders of the stock subscribed being present, may demand and require similar statements from the President and Directors, whose duty it shall be to furnish them, when thus required; and that at all general meetings of the stockholders in said company, a majority of them, in value, may remove from office the President or any of the Directors, and fill up the vacancies, thus made, in the same manner that they could do at their stated annual meetings.

See. 10. Be it further enacted, That the President and Directors of said company, before he or they act as such, shall swear or affirm, as the case may be, that they will well and truly discharge the duties of their respective offices to the best of their skill and judgment; and the said President

and Directors, or a majority of them, or a majority, in value, of the stockholders in said company, at any of the stated or called meetings of said stockholders, shall have power to elect or appoint a Treasurer of said company, and to require and take of him such bond, in such penalty, and with such securities, as they may prescribe, payable to said company, and conditioned for the faithful keeping, and disbursing of all such moneys as may come to his hands, and with such other conditions as may be prescribed; upon which said bond recovery may be had, for a breach of the conditions thereof, by suit, in the name of said company, in any court having jurisdiction thereof.

Sec. 11. Be it further enacted, That if any of the stock created by this act shall remain unsubscribed until after the election of the President and Directors, as provided for in the sixth section of this act, the said President and Directors, or a majority of them, shall have power to open books and receive subscriptions to any of the capital stock which may remain untaken or unsubscribed for, or to sell or dispose of such untaken stock, for the benefit of the company, not under its par value; and the subscribers or purchasers of said stock shall have all the rights of original subscribers, and subject to the same regulations.

Sec. 12. Be it further enacted, That the said President and Directors, or a majority of them, may appoint all such officers, agents, or servants, as they may deem expedient for the business of the company, and they may remove any of them at pleasure; that they, or a majority of them, may determine, by contract, the pay of such officers, agents and servants, and regulate, by by-laws, the manner of adjusting all accounts against the company; that they shall have power to erect warehouses, workshops, depots, and all other buildings necessary for the transaction of the business of the company; that they shall have power to direct and regulate in what manner, and by what evidence, stock in said company may be transferred; and to pass all bylaws which they may deem necessary or proper for exercising the powers hereby vested in said company, and for carrying into effect this act: Provided, the same shall not be contrary to the laws of the United States or of this State.

Sec. 13. Be it further enacted, That if the capital stock of said company shall be deemed insufficient for the purposes of this act, it shall and may be lawful for the President and Directors of said company, or a majority of them, to increase the same, by the addition of as many shares as they may deem necessary, not exceeding one hundred thousand dollars, giving notice as hereinbefore prescribed.

Sec. 14. Be it further enacted, That the President and Directors of said company are hereby vested with all powers and rights necessary to the construction of a railroad from Bardstown to the city of Louisville, the route, to be by them selected and determined, not exceeding sixty six feet wide, with as many sets of tracks as they may deem necessary; and that they may cause to be made contracts with others for making said railroad, or any parts of it; and that they, their agents, engineers, &c., or those with whom they may contract for surveying or making the same, or any part thereof, may enter upon, use, and excavate, any land which may be wanted for the site of said road, or the erection of warehouses or other structures or works necessary to said road and its use, or for any other purpose necessary or useful in the construction or repair of said road, or its works and appurtenances; and they may build bridge, and construct tunnels: Provided, the same do not obstruct the navigation on navigable streams; may fix scales and weights, lay rails, take and use any earth, timber, gravel, stone, or other material, which may be useful or necessary for the proper construction, completion, or repair of said road.

Sec. 15. Be it further enacted, That the President and Directors of said company, or a majority of them, or their authorized agents, may agree with the owner of any land, earth, timber, or stone, or any other materials, or any improvements, which may be wanted for the construction or repair of any of said roads, or any of their works, for the purchase or the use and occupation of the same; and if they cannot agree, and if the owner or owners, or any of them, be a feme covert under age, non compos mentis, or out of the county in which the property wanted may lie, where such land or materials may be wanted, application may be made to any Justice of the Peace of such county, who shall, thereupon, issue his warrant, under his hand, directed to the Sheriff of such county, requiring him to summon a jury of twenty inhabitants, not related, or in any wise interested, to meet on the land, or near the property or materials to be valued, on a day named in said warrant, not lese than ten nor more than twenty days after the issuing of the same; and if, at the time and place, any of said jurors do not attend, said Sheriff shall forthwith summon as many jurors as may be necessary, with the jurors in attendance, and from them each party, or, if not present by agent or otherwise, the Sheriff then for the party absent, may strike off four jurors, and the remaining twelve shall act as the jury of inquest of damages; and before they act as such, the said Sheriff shall administer to each of them an oath or affirmation, that he will justly and impartially fix the damages which the owner or owners shall sustain by the use and occupation of the said property, required by the company; and the said jury, in estimating such damages, shall take into consideration the benefits resulting to the owner, from conducting said road by, through, or near, the property of said owners, but only in extinguishment of damages; and said jury shall reduce their verdict to wri-ting, and shall sign the same, and it shall be returned by the Sheriff to the Clerk of his county, and by such Clerk shall be filed in his office, and shall be confirmed by the Court of said county, at its next session, if no sufficient cause to the contrary be shown; and, when so confirmed, shall be recorded by said Clerk, at the expense of said company; but, if set aside, the Court may direct another inquisition to be taken, in the same manner above prescribed; and such inquistion shall describe the property taken, or the bounds of the land condemned, and the duration of interest in the same, valued for the company; and such valuation, when tendered or paid to the owner or owners of said property, or his, her or their legal representatives, or to the Clerk of the county in which said inquest is held, for their use, when said owners, &c., do not reside in said county, shall entitle said company to the estate, and interest in the same, thus valued, as fully as if it had been conveyed to it by the owner or owners of the same: and the valuation of the same, if not received when tendered, may, at any time thereafter, be received from the company, without costs, by the owner or owners, his or their legal representatives or heirs.

Sec. 16. Be it further enacted, That whenever, in the construction of said road or roads, it shall be necessary to intersect any other established road or way, it shall be the duty of said President and Directors so to construct said road across such road or way as not to impede the passage of persons or property along the same; or where it shall be necessary to pass through the land of any person, it shall, also, be their duty to provide for such person proper wagon ways across said railroad, from one part of the land to the other; and if said company shall fail to provide proper wagon ways across said road, as provided in this section, it shall be lawful for any person to sue said com-pany, and be entitled to such damages as a jury may think him or her entitled to, for such neglect.

Sec. 17. Be it further enacted, That whenever it shall be necessary for said company to have, use, or occupy, any land, materials, or other property, in order to the construction or repair of any part of said road or roads, or their works or necessary buildings, the President and Directors of said company, or their agents, or those contracting with them for working or repairing the same, may immediately take and use the same, they having first caused the property wanted to be viewed by a jury, (formed in the manner herein before prescribed in those cases where the property is to be changed or altered, by admixture with other sub-stances, before such alteration is made;) and that it shall not be necessary, after such view, in order to the use and occupation of the same, to wait the issue of the proceedings upon such view; and the inquest of the jury, after the payment or tender of such valuation, shall be a bar to all actions for taking and using such property, whether begun before or after such confirmation, or the payment of said valuation.

Sec. 18. Be it further enacted, That the said President and Directors shall have power to purchase, with the funds of said company, and place on any railroads constructed by them, under this act, all machines, wagons, vehicles, or carriages of any kind, which they may deem proper, for the purposes of transportation on said road; and that they shall have the power to charge, for tolls, and the transportation of persons, merchandise, and property of any kind whatever, transported along said railway, any sum not exceeding the following rates, to-wit: on all goods, merchandise, or property, for every one hundred pounds transported over twenty miles and under fifty miles, three and a half mills for each mile; and for persons, and every species of live stock, and every other description of freight and property, they shall charge no greater rate than is authorized to be charged on the railway from Lexington to Frankfort; that it shall not be lawful for any other company, or any other person or persons, to travel upon or use any of the roads of said company, or to transport persons or property thereon, without the license and permission of the President and Directors thereof; and that the said road or roads, with all their works, improvements, or profits, and all the carriages, vehicles, and machinery for transportation, used therein, and all other species of property thereunto belonging, are hereby vested in said company, incorporated by this act, and their successors, forever; and shall never be taxed beyond the rate of tax imposed upon real estate, estimated upon the prime cost of the proposed works: Provided, That should any railroad company undertake to construct a continuous railroad from the city of Louisville to the Tennessee line, in the direction to Nashville, within two years from the time that this company shall be fully organized, such company may elect to take the benefits of this charter, together with the road, works, machinery, &c., in any wise pertaining to the same, by transferring to the owners of stock in this road company an amount of its road stock equal to the amount of the prime costs of all the expenditures of this company on its road, &c., up to the time of making said election: And, provided further, that this Company shall have the power to construct its road, so as to intersect any railroad leading to the city of Louisville, or the Tennessee line, at such point as it may deem proper, and contract with the proprietors of such road for transporting freight and passengers on their road.

Sec. 19. Be it further enacted, That the said President and Directors shall, annually or semi-annually, declare and make such dividend as they may deem proper, of the net profits arising from the resources of said company after deducting the necessary current and probable contingent expenses; and that they shall divide the same among the stockholders of said company, in proportion to their respective shares.

Sec. 20. Be it further enacted, That if any person or persons shall willfully, by any means whatsoever, injure, impair or destroy any part of any railroads, or road, constructed for said company, under this act, or any of their works, buildings, carriages, vehicles, or machinery, such person or persons shall, for every such offence, forfeit and pay to the said company a sum not exceeding five hundred dollars, recoverable, in the name of said company, by an action of debt in the Circuit Court of the county wherein such offence shall be committed; and shall, also, be subject to indictment by the Grand Jury of said county, in said court, and, upon conviction of such offence, be imprisoned in the jail thereof, and in the Penitentiary, not less than six months nor more than four years, in the discretion of a jury.

Sec. 21. Be it further enacted, That, so soon as the company shall have completed five miles of their route, they may commence and prosecute their business, upon the terms and upon the stipulations herein provided, as though the whole work was completed.

Sec. 22. Be it further enacted, That the corporation of the city of Louisville, and the County Courts of the counties of Jefferson, Nelson, and Bullitt, and of any other counties through which this road may pass, a majority of all the members of the Board of Councilmen of said city, and of the County Courts of said counties, concurring therein, be and they are hereby authorized to subscribe, for and on behalf said city and counties, as many shares in the capital stock of said railroad as to them may seem expedient, and to levy the sum, so subscribed, on the taxable property of said city or counties; and the better to ascertain the public sentiment of said city and counties, in reference to the propriety of said subscriptions of stock, herein authorized, said Board of Councilmen and County Courts are hereby authorized, if by them deemed expedient, in such manner as they may direct and prescribe, to submit the same to a vote of the qualified voters of said city and counties, respectively.

Approved March 7, 1850.

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