ART. 23.] CORPORATIONS—RAILROAD. 348

1876, ch. 242, sec. 9.

165. Whenever any railroad company, heretofore incorporated;
or created and incorporated under the provisions of this article,,
shall, in the opinion of the directors thereof, require an increased
amount of capital stock, they shall, if authorized by the holders,
of three-fourths of all of the stock, file with the comptroller of
the State, a certificate setting forth the amount- of such desired,
increpse, and thereafter such company shall be entitled to have
such increased capital as is fixed by said certificate.

Ibid..sec. 10.

166. The persons named in said certificate of incorporation,,
or any three of them, shall be authorized to order books to be
opened for receiving subscriptions to the capital stock of said
company, at such time or times, and at such place or places as
they may deem expedient, after having given at least thirty days
notice, in a newspaper published or generally circulated in one or
more counties where books of subscription are to be opened, of
the time and place of opening books; and so soon as ten per
centum on the capital stock shall be subscribed, they may give
like notice for the stockholders to meet at such time and place as
they may designate, for the purpose of choosing seven directors,
who shall continue in office until the time fixed for the annual
election, and until their successors are chosen and qualified. At
the time and place appointed, directors shall be chosen by ballot,
by such of the stockholders as shall attend for that purpose, either
in person or by lawful proxies; each share shall entitle the owner
to one vote, and a plurality of votes shall be necessary for a
choice; but after the first election of directors, no person shall
vote on any share on which any instalment is due and unpaid;
the persons named in such certificate or such of them as may be
present, shall be inspectors of such election and shall certify what
persons are elected directors, and appoint the time and place for
holding their first meeting; a majority of said directors shall
form a board, and be competent to fill vacancies in their board,
make by-laws, and transact all business of the corporation; a new
election shall be annually held for directors, at such time and
place as the stockholders at their first meeting shall determine, or
as the by-laws of the corporation may require; and the directors