nual organization of the board of directors, and said committee of appraisement shall give bond in the sum of five thousand dollars each.

§ 9. The said corporation may be appointed and Guardian. may act as guardian of infants, as executors or administrators, or committee of lunatics, as receiver, assignee or other trustee, whether appointed by deed, by last will and testament, by any court in this Commonwealth, or in any other manner not inconsistent with law. It may receive and hold in trust estate, real and personal, including the notes, bonds, obligations and accounts of estate and individuals, of companies and corporations, private or public, and may, in its fiduciary capacity, purchase, collect, adjust and settle, sell and dispose of the same, in this State or elsewhere. It may act as agent or attorney in the leasing, conveying and managing real and personal estate, receiving and collecting rents and other moneys, in the issuing and countersigning certificates of stock, bonds or other obligations of any corporation, association or municipality, State or public authority, and may receive and manage any sinking fund therefor; and may accept and execute all such trusts of every description, not inconsistent with the laws of this State, as may be committed to it by any person or persons, or by any corporation, or by any court of record of this or any other State. It shall have a trust department, and all its business of a fiduciary character shall be kept in a special and separate set of books.

10. In the exercise by said company of the powers herein authorized as guardian, executor, administrator, committee of lunatics, or of any office or duty, said company shall be subject to the same duties and responsibilities, shall have the same powers, and shall receive the same compensation, as may be fixed by law with relation to individuals holding similar offices or trusts, except as herein otherwise specially provided. The exercise of other powers and the performance of

Safety vault.

Dividends.

other duties by said company may, as to compensation and otherwise, matters of contract with the parties interested.

§ 11. Said corporation may purchase, erect or rent, at the option of the stockholders holding a majority in value of the stock, a building containing a commodious and strong safety vault, containing a number of small compartments or boxes designed and adapted for renting to persons who desire to have a place of safe deposit for valuables; and said corporation is hereby empowered to rent out the boxes in such safety vault to such persons, and for such sums of money, and for such time, as may be agreed between said corporations and such persons as may jointly or severally rent one or more of said boxes or compartments.

§ 12. Said corporation is hereby empowered to receive for safe-keeping any valuables that may be intrusted to it, receipting for the same by any of its officers designated by its by-laws to do so, and may guarantee such special deposits.

§ 13. Said corporation may, until it secures a safety vault for the valuables intrusted to it, rent or hire boxes in the safety vault of any other company or corporation, or rent a room or rooms for its use until it shall erect or purchase a building.

§ 14. Said corporation may declare and pay, semiannually, dividends from the net earnings of the company; but before declaring said dividends it shall reserve from said net earnings not less than ten per cent., and shall continue to do so until the amount thus reserved equals twenty per cent. of the paid-up capital stock.

15. This act shall take effect and be in force from its passage.

Approved April 13, 1888.

CHAPTER 1056.

AN ACT to incorporate the Owensboro, West Louisville and Sebree
City Railroad Company.

Be it enacted by the General Assembly of the Com

monwealth of Kentucky:

§ 1. That Robert Williams, J. H. Rudy, J. F. Bland- Incorporators. ford, Sim. Mullican, J. C. Blandford, G. V. Triplett, Wm. Glenn, M. H. Hardin, V. Osborne, their associates, successors and assigns, who may become stockholders, be, and they are hereby, created a body politic and corporate, by the name and style of the Owensboro, West Louisville and Sebree City Railroad Company; and by that name shall have perpetual succession, and be capable of suing and being sued; may have a common seal, and alter the same at pleasure; may have power to contract and be contracted with, and acquire, hold, and transfer real and personal property, and to do any and all things necessary, proper or convenient to be done to carry out or facilitate the execution or operation of the purposes of this corporation, as completely as a natural person might do.

§ 2. The capital stock of said company may be any Capital stock. amount, not exceeding thirty thousand dollars per mile for each mile of road which said company shall build or own in this State, to be divided into shares of one hundred dollars each; and private persons, railroad companies and other corporations, either in or out of this State, are authorized to subscribe for and hold stock in said company.

3. The corporators named in the first section of First board. this act, or such of them as may act, shall constitute the first board of directors of said company, and may organize this corporation and serve as such directors until their successors are duly elected and qualified. The said board of directors, or a majority of them, hall meet at such time and place as they may agree

By-laws.

upon and designate, and from their own number, or from such persons as they may associate with themselves. choose a president, and appoint such other officers and agents as may be necessary. They shall have power to adopt such by-laws for the government of the company, its officers, agents and employes, in the general conduct and management of the affairs and business of the company, as may be needful and proper, and alter, amend or repeal the same at will.

ors.

§ 4. That the board of directors shall provide in the by-laws for an annual election of the board of directors, consisting of not less than five nor more than nine in number, who shall be stockholders of said company, and fix the time and place, and determine the manner of the first and succeeding elections of directThe directors shall severally hold their office for one year, and until their successors are elected and qualified. The board of directors may fill any vacancy occurring in their number, and shall choose from their own number a president. It shall require a majority, including the president, to constitute a quorum of the board of directors for transaction of business. At the election of directors, and all other meetings of stockholders in said company, stockholders shall be entitled to one vote for each share of stock so held, which may be cast in person or by written proxy. Provision shall be made in the by-laws for annual meetings of the stockholders, and such called meetings as are necessary. All stockholders' meetings of this corporation, and all meetings of the board of directors, and all elections of officers by the board. of directors, shall be held in this State.

§ 5. The president and directors shall have the Management. management and control of the property, business and affairs of the company, and may appoint all such officers, agents and employes as are necessary, prescribe their duties and compensation, and take from any of them bond with security for the faithful performance of his duties.

books.

§ 6. It shall be lawful for the president and direct- Subscription ors of said company to open stock-books for subscription to the capital stock of said company; said books to be opened at such times and places and continue them open such length of time, as may be necessary. The capital stock of said company is hereby declared to be personal property, and may be issued, certified, transferred and registered in such manner and at such place as may be ordered and provided by the board of directors of said company.

§ 7. The said Owensboro, West Louisville and Se- Build road. bree City Railroad Company shall be, and is hereby, authorized and empowered to locate, construct, maintain and operate, with such number of switches or side-tracks and telegraph lines as said corporation may need, and a line of railroad, on a strip of land not exceeding one hundred feet in width, from or near Owensboro, Daviess county, and in, by or near West Louisville, in said county, in, by or near Sebree City, in Webster county, and continuing to a point on the Cumberland river, in Lyon or Trigg counties, of Kentucky, together with turn-outs, engine houses, depots, and other buildings or structures whatsoever, and all rolling stock, engines and cars, machinery and other things that said corporation may deem necessary or proper for the prosecution of its business; and to acquire and hold all additional lands necessary and proper for their structure and operation.

8. The said company may receive, by donation, Lands. purchase or otherwise, all lands necessary or proper for its road-bed, side-tracks, depot and warehouse, and other legitimate purposes, and all materials necessary or proper for the construction and maintenance of the railroad and its appurtenances. If such land or material can not be procured through voluntary agreement of the owners thereof, said company may have the same condemned, and pay therefor in the manner as now provided by law.