ART. 23.] RAILROAD COMPANIES. 643

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 chosen at any election shall, so soon thereafter as may
be convenient, choose one of their number to be president, and
shall each take on oath or affirmation faithfully to discharge
his duties; and they shall from time to time make such divi-
dends of the profits of said company as they may think proper.

1888, art. 23, sec. 167. 1876, ch. 242, sec. 11. 1896, ch. 151.

251. The said president and directors, or their agent or
agents, authorized by them, may agree with the owner or
owners of any land, earth, gravel, stone, timber, streams or
materials, or any improvements which may be wanted for the
proper construction or repair of any of said roads, or any of
their works, for the purchase and use and occupation or diver-
sion of the same; and if they cannot agree, or if the owner
or owners or any of them be an infant, feme, covert, who is not
possessed of the property to her sole and separate use, or
authorized to contract in reference to the same, non compos
mentis, or out of the county where such property wanted may
lie, when such property may be wanted, or for any other cause
be legally incapable of contracting, application may be made
by the said company to any justice of the peace of such
county, who shall thereupon issue his warrant, under his hand
and seal, to the sheriff of the county, requiring him to summon
a jury of twenty of the inhabitants of said county above the
age of twenty-one years, and qualified to act as jurors under
the laws of this State, not related to the parties, nor in any-