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Proceedings of the General Meeting of Stockholders
of the North Carolina Rail Road Company, at Greensboro',
July 10, 1851, with the By-Laws of the Company,
as Revised at Said Meeting:

Electronic Edition.

North Carolina Rail Road Company


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University of North Carolina at Chapel Hill,
2002.

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(title page) Proceedings of the General Meeting of Stockholders of the North Carolina Rail Road Company, at Greensboro', July 10, 1851, with the By-Laws of the Company, as Revised at Said Meeting
North Carolina Rail Road Company
23 p.

PRINTED AT THE PATRIOT OFFICE. GREENSBORO', N. C.
1851.

Call number C385.1 N87p 1850-62 c. 2 (North Carolina Collection, University of North Carolina at Chapel Hill)


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[Title Page Image]


PROCEEDINGS
OF THE
GENERAL MEETING OF STOCKHOLDERS
OF
The North Carolina Rail Road Company,
AT GREENSBORO', JULY 10, 1851. WITH THE BY-LAWS OF THE COMPANY,
AS REVISED AT SAID MEETING.

PRINTED AT THE PATRIOT OFFICE.
GREENSBORO', N. C.
1851.


Page 3

ANNUAL MEETING OF STOCKHOLDERS.

        Agreeably to the By-Laws of the Stockholders of the North Carolina Rail Road Company, they met in Greensborough, on the second Thursday, being the 10th of July, 1851.

        On motion of Dr. F. J. Hill, Hon. CALVIN GRAVES was called to the Chair, who returned his acknowledgments in a few appropriate remarks.

        On motion of John A. Gilmer, Esq., E. STRUDWICK and C. L. BANNER were appointed Secretaries.

        On motion of John A. Gilmer, Esq., a committee of three were appointed to examine and report how much Stock is represented in this Meeting in person and by proxy, and if by proxy, whether such proxy is in due form or not. Whereupon, the Chairman appointed John A. Gilmer, William C. Means and Dr. F. J. Hill to constitute said committee.

        On motion of H. C. Jones, Esq., the meeting took a recess until 2 o'clock, P. M., to give the above mentioned committee time to make their report.

Two o'clock, P. M.

        The Chairman called the Meeting to order.

        John A. Gilmer from the committee of three who were appointed to examine how much stock is represented in this Meeting, reported that the committee, in the discharge of their duties, had examined the lists of stockholders present and the proxies handed in, and found that 8,319 shares of stock were duly represented; but that in that estimate 500 shares were represented by Mr. Simonton, as proxy, who did not appear on the books as a stockholder, but who was in reality a stockholder by purchase, as had been made appear to said committee. And further reported, that more than one hundred stockholders were present and represented.--Which report was accepted by the Meeting.


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        On motion of Giles Mebane, Esq., it was

        Resolved, That hereafter, at any General or Annual Meeting of the Stockholders of this Company, it shall be the duty of the Stockholders to report themselves to the Secretary and Treasurer of the Company previous to the hour of meeting, whose duty it shall be to verify all proxies and report to the Stockholders, at the hour of meeting, the amount of stock represented.


        JOHN M. MOREHEAD, President of the Company, presented and read the following Report, which was accepted, and, on motion of Dr. F. J. Hill, was ordered to be filed with the Secretary and recorded with the proceedings:

PRESIDENT'S REPORT.

OFFICE OF THE N. C. RAIL ROAD, July 10, 1851.

To the Stockholders of the North Carolina Rail Road Company:

        Gentlemen--Immediately upon their election the Directors of the N. C. Railroad Company met in the town of Salisbury, on 12th July last, and forthwith organized, and elected John M. Morehead, of Greensboro', President, and John U. Kirkland, of Hillsboro', Treasurer, of said Company.

        Mr. Kirkland having declined the appointment, Jeduthun H. Lindsay was subsequently appointed.

        The Board of Directors proceeded forthwith to appoint Walter Gwynn Chief Engineer, with instructions to organize several corps of Engineers, and cause the route of the Road to be surveyed with dispatch; and accordingly, by the 18th of September, the line of the Road was divided into four Divisions, and a corps consisting of one Principal Assistant and two Assistant Engineers, with the other requisite assistants, was in charge of each Division. These corps prosecuted their labors with great energy, fidelity and ability, and closed the survey by the 12th May last, at which time the Chief Engineer laid before the Board of Directors the results of the surveys, maps of location, and estimates, which being approved by the Directors, they ordered the whole line to be put under contract, at an early day, at the estimates of the Engineer,--contractors, receiving one-half of their contracts in cash, the other half in stock of the Company.

        The letting of contracts for Grading and Masonry commenced at Goldsboro', on 20th June last, and was continued along the line, at various points, to Concord, and bids were offered upon the terms proposed upon nearly all the sections of the line, and contracts have been closed with most of the bidders, and with others it is expected shortly to close.

        Upon a thorough examination, it was ascertained that the most practicable route for the Road passed from the Wilmington and Raleigh Railroad by Waynesborough, some four miles north of Smithfield, by Raleigh, Hillsborough, Graham, Greensborough, Lexington, Salisbury, Concord, to


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Charlotte, 223 miles in length; and the estimated cost thereof was $3,165,333, to which add $100,000 for work shops and $139,800 for equipment, locomotives, &c., and the whole amounts to $3,405,133. A tabular statement accompanying this report, (marked A,) shows the various items of the estimate.

        The right of way for much the larger portion of the route has been most generously granted by the proprietors of the land through which it passes, and as yet nothing has been paid for that purpose; nor is it believed that much difficulty will be encountered in securing the right of way over the other lands along the route.

        It will be seen by reference to an abstract of the Treasurer's report, accompanying this, (marked B,) that the sum of $28,696 69 has been expended for surveys, salaries, mileage of Directors, printing and office expenses; leaving yet in the hands of the Treasurer unexpended $21,303 31, a small portion of which will be required to pay some outstanding claims for printing and other incidental expenses.

        When we reflect that fourteen hundred and ninety-four miles have been surveyed in experimental lines and lines of approximate and actual location, the above expenditure is evidence of rigid economy in the expenditure of the funds of the Company; and the number of miles surveyed, is evidence of the energy and industry of the several corps of Engineers.

        The accompanying statement (marked C,) shows the number, names and grade of the Engineers who have been in the employment of the Company, and who are now in its employment. But as soon as contractors commence operations along the whole line, it will be necessary to increase the number of assistant Engineers upon construction.

        If the zeal to finish contracts shall equal that to procure them, we may surely hope ere long that the shrill steam-whistle of your locomotives will awake the slumbering echoes of your hills and vallies, and the annoying question so often propounded, "will the N. C. Railroad ever be built?" will be answered by your thundering trains.

        To dilate upon the importance of the completion of this great work, to you would be useless: the prompt manner in which you responded to the invitation to take the stock proves that you were fully aware of the necessity of such a work.

        As to the prospect of probable profits, I think but few can doubt, when we reflect that from this point westward there is not now, nor ever has been, in the borders of our State for a distance of nearly four hundred miles, one navigable stream, one railroad, or macadamized road or turnpike, with the exception of a few inconsidelable turnpikes constructed among our mountains.

        This region is unsurpassed for its mineral and agricultural productions; is occupied by a population which will compare favorably with any other


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on the face of the globe for morality, modesty and intelligence, and completion of your great work will open up to them prospects which stimulate their energies and excite them to increased industry.

        The zeal in this work, manifested by the citizens along the line adjacent to it, in taking contracts so promptly, is a sure guaranty of speedy completion of it, and it is not doubted that you will lend all aid in your power to effect that object.

        A copy of the Chief Engineer's Report accompanies this report.

Respectfully submitted,

J. M. MOREHEAD


A

ESTIMATED COST OF THE NORTH CAROLINA RAIL ROAD.
Two hundred and twenty-three miles long.

        
  1st Division. 2nd Division 3rd Division 4th Division. Grand Total.
Graduation including Drains, $172,679 16 $232,325 73 $281,869 32 $277,391 96 $964,266 17
Bridging and Arch Culverts, 36,542 25 64,293 25 77,969 50 161,764 50 340,569 50
Cattle Guards, 2,850 00 3,000 00 3,750 00 3,225 00 12,825 00
Depots and Water Stations, 8,000 00 5,000 00 5,150 00 8,500 00 26,650 00
Road Crossings & Changes of Road. 2,000 00 2,500 00 1,850 00 8,042 50 14,392 50
  $222,071 41 $307,118 98 $370,588 82 $458,923 96 $1,358,703 17
Track including Turnouts, 362,112 00 394,240 00 323,584 00 406,400 00 1,486,336 00
Engineering and Superintendence, 33,318 00 42,112 00 34,202 00 41,918 80 151,550 80
Contingencies, 23,207 14 31,211 02 36,432 68 46,892 40 137,743 24
Land Damages. 10,000 00 5,000 00 6,000 00 10,000 00 31,000 00
  $650,708 55 $779,682 00 $770,807 50 $964,135 16 $3,165,333 21
General Shops for Repairs, &c.,         100,000 00
Equipment of Road, Locomotives, &c.         139,800 00
Total cost.         $3,405,133 21


Page 7

A (Continued)

ESTIMATED COST OF WORK TO BE DONE AND MATERIALS FURNISHED IN
THE STATE OF NORTH CAROLINA.

        
  1st Division. 2nd Division. 3rd Division. 4th Division. Grand Total.
Graduation including Drains, $172,679 16 $232,325 73 $281,869 32 $277,391 96 $964,266 17
Bridging and Arch Culverts, less Cement and Lime, 32,723 75 57,435 25 52,875 25 145,889 50 288,923 75
R. cross'gs & ch's of R. less cement for br'ge at Sali'y, 2,000 00 2,500 00 1,850 00 7,265 00 13,615 00
Depots and Water Stations 8,000 00 5,000 00 5,150 00 8,500 00 26,650 00
Cattle Guards, 2,850 00 3,000 00 3,750 00 3,225 00 12,825 00
Timber for superstructure and laying track 55,878 41 60,722 82 49,831 94 57,946 07 224,379 24
  $274,131 32 $360,983 80 $395,326 51 $500,217 53 $1,533,659 16
Transportation of Iron,         45,000 00
Shops,         60,000 00
Coaches and Cars.         64,200 00
Total Cost.         $1,699,859 16,


Page 8

B

North Carolina Railroad Company,
In Account with Jed. H. Lindsay, Treasurer.

        
DR.   CR.  
Exp. on ac't of Surveys $21,055.91 By amount received of Capital Stock, $50,000.00
Exp. on ac't of Salaries, 6,499.93    
Exp. on ac't of Mileage, 553.00    
Exp. on ac't of Printing, 73.25    
Office expenditures, 514.60    
Cash in Bank at Raleigh, 4,557.30    
Cash in Bank at Salisbury, 16,300.00    
Cash in hands of Treasurer, 446.00    
  50,000.00    

JED. H. LINDSAY, Treasurer.

C

LIST OF THE ENGINEER CORPS,


Page 9


        On motion of Hamilton C. Jones, it was

        Resolved, That in the election of Directors the same local distribution shall be observed as in the election of those officers at the last Meeting of Stockholders, at Salisbury, and that the districts then designated recommend a suitable person or persons for such office.


        George W. Mordecai offered a resolution, which was amended at the suggestion of John A. Gilmer, as follows:

        Resolved, That no person who is now or may be hereafter a contractor directly or indirectly, secretly or openly, in his individual right or as a copartner in any company of contractors under this corporation, can without violation of law act as a Director in the North Carolina Rail Road Company; and if any Director thus interested shall be elected, that he be required to qualify himself to act legally as such.


        On motion of Thales McDonald, it was ordered that the above resolution be laid on the table until tomorrow morning, at 8 o'clock.

        On motion of Dr. Hill, it was resolved, that a committee of three be appointed by the Chair to examine the Treasurer's account and report to this meeting. A. J. De Rossett, J. U.


Page 10

Kirkland and D. Coleman were appointed to constitute committee.

        Dr. James E. Williamson read, by permission, the order of procession in the ceremony of "Breaking Ground" on the N. C. Rail Road, on Friday, 11th July, 1851. Whereupon it was unanimously resolved, on motion of Giles Mebane, Esq. that the Hon. CALVIN GRAVES be appointed to "break that on the North Carolina Rail Road.

        On motion the Meeting adjourned, until 8 o'clock, A. M. tomorrow.

Friday, July 11, 1851--8 o'clock, A. M.

        The Meeting was called to order by the Chairman.

        On motion of Giles Mebane, the reading of the minutes was dispensed with.

        On motion, Col. Cabell, of Virginia, Thomas McGee Esq., and John Kerr, Esq., were invited to take seats in Meeting.

        The Meeting proceeded to the order of the day, and the solution of George W. Mordecai, which was laid on the table on motion of Thales McDonald, was taken up and passed unanimously.

        Nominations were made for Directors; whereupon the Chair appointed Hamilton C. Jones, A. J. De Rossett and George W. Mordecai a committee to superintend the ballotting, and the Meeting proceeded to elect twelve Directors. Hamilton C. Jones, from the committee to superintend the balloting, reported that the following persons had received a majority the votes cast and were duly elected, viz:

        Whereupon, the above named persons were declared duly elected Directors.

        On motion of Gov. Swain, it was resolved, that a committee of three be appointed to revise the By-Laws and report to this meeting. Whereupon, the Chairman appointed David L. Swain, Ralph Gorrell and A. G. Carter, Esqs., to constitute said committee,--who submitted, through their chairman, D. L. Swain, the following Report, which was adopted:

REPORT OF COMMITTEE ON BY-LAWS.

        The committee to whom was referred the subject of the revision and a mendment of the By-Laws of the North Carolina Rail Road Company beg leave to submit the following Report:

        Upon the subject of General Meetings of the Stockholders, the committee recommend a change of the By-Laws so as to provide for the call o a General Meeting by a portion of the Stockholders as well as by the President or a portion of the Directors, and they offer the following By-Law as a substitute for the 4th section of the now existing By-Laws on that subject, viz:

        "The President, or any five Directors, or any number of Stockholder representing one-third of the individual stock in the North Carolina Rail Road Company, shall have power to call occasional Meeting of the Stockholders, at such time and place as he or they may think proper,--first giving twenty days notice thereof in two or more newspaper published in this State."


        The Committee further recommend the adoption of the following as additional By-Laws to those already in force, viz:

        "1. That a standing committee of three persons be appointed at each annual meeting of the stockholders, (commencing with the present,) to audit and report upon all accounts of the Treasurer, to the stockholders a each annual meeting;--that said committee act in the intervals of regular meetings, and that they be allowed the sum of ten cents per mile for their travelling expenses, and the sum of two dollars per diem for each day in which they shall be engaged in said service.

        "2. The form of all transfers of subscriptions to the stock of this Company shall be as follows:

        'Know all men by these presents, that I (A. B.) for and in consideration of the sum of            dollars, to me in hand paid by (C. D.,) the


Page 12

receipt and payment of which is hereby acknowledged, have bargained, sold, assigned and set over to the said (C. D.)             shares of the capital stock in the North Carolina Rail Road Company, which was subscribed by me in the books of said Company (or, which have been purchased by me, as the case may be,)--to have and to hold to him the said (C. D.,) his executors, administrators and assigns forever; and the said (C. D.) doth hereby agree to receive and accept of the above named stock, transferred as aforesaid.

        'In testimony whereof, the parties aforesaid have thereunto set their hands and seals, this, A.D., 185 [blank space] .

        'Seal.

        'Seal.'


        Which said transfer shall be signed either in person or by attorney, by both parties, in the presence of a Director of this Company, some one of the Judges of the Superior or Supreme Court, a Clerk and Master in Equity, or a Notary Public, and attested by the same; and when the attestation is made by a Clerk, or Clerk and Master, or a Notary Public, it shall be further authenticated by his seal of office. And said transfer shall be filed in the office of the Secretary of said Company at or before the next Annual Meeting of the Stockholders, and it shall be recorded on the journals of the proceedings of the Board of Directors.

        '3. The form of all Proxies to represent Stockholders at their General Meetings may be as follows:

        'Know all men by these presents, that I (A. B.), of the County of [blank space] and State of [blank space] , do hereby substitute and appoint (C. D.) of the county of [blank space] , and State of [blank space] , to be my Proxy for me and in my name and behalf to vote on Shares, being [blank space] votes, at the next General Meeting of the Stockholders of the North Carolina Rail Road Company, on any matter which may properly come before them.

        'In witness whereof I have hereunto set my hand and seal, this [blank space] day of [blank space] , 185 [blank space] . '(A. B.)'

        Which shall be signed by the party and attested by some Justice of the Peace, Clerk of a Court aforesaid, Notary Public, or Director of the Company. And none but a Stockholder shall be a proxy."


        Your committee recommend the adoption of the above By-Law in the place of the one now in force on the subject of proxies.

        Your committee further report, that they have had under consideration the subject of the salaries of the different officers of this Company, and report that it would be inexpedient at the present time to change the amount of compensation allowed to said officers.

Respectfully submitted,

D. L. SWAIN, Chairman.


        Gov. Swain, at the request of the house, read an interesting communication from the Hon. W. A. Graham, addressed to the President of the Board of Directors, which, on motion of H. C. Jones, was ordered to be spread upon the journal of proceedings and published with the same.


Page 13

HON. WILLIAM A. GRAHAM'S LETTER.

WASHINGTON CITY, July 7, 1851.

        Dear Sir: I acknowledge the polite invitation of the President and Directors of the North Carolina Railroad Company, to the celebration of breaking ground, on that great public work, on the 11th inst., and regret that I shall be disappointed in the pleasure of being present at this interesting ceremony, as well as in my purpose, for some time entertained, of attending the annual meeting of the stockholders.

        To the friends of this enterprise, with whom I have been proud to co-operate in the darkest hours of its fate, as well as to all the good citizens of the State, who shall participate in the celebration of its happy commencement, I offer my hearty congratulations and good wishes. That so much has been accomplished as the subscription of the whole capital stock, the organization of the company, the survey of the entire route the letting of the contracts for grading and construction throughout the same, and the actual breaking of ground, in the face of all the discouragement and opposition encountered since the first assemblage of the friends of the work at Salisbury two years since, affords surely an occasion for mutual felicitation and rejoicing; and I look forward to the day of its final completion, as a time of deliverance, not merely from the shackles of commercial bondage, but from the dominion of prejudices and error, which, however honestly entertained, have been the bane of our prosperity.

        In the beautiful allegories of Goldsmith, published nearly a century back, certainly before railroads were built or thought of, we read of the Minister of an Eastern Queen, whose administration of affairs was so much complained of among her subjects, that a day was appointed to hear those making accusations against him, and when he should stand upon his defence. The day being arrived, the first who complained was a carrier who supplied the city with fish. He exclaimed that it was the custom, time immemorial, for carriers to bring their fish on a horse, in a hamper, which being placed on one side, and balanced by a stone upon the other, was thus conveyed with ease and safety; but that the prisoner, moved by a spirit of innovation, or perhaps bribed by the hamper-makers, had obliged all carriers to use the stone no longer, but balance one hamper with another: an order entirely repugnant to all antiquity, and those of her majesty's kingdom in particular.

        The carrier finished, and the whole court shook their heads at the innovating Minister. Next came the inspector of city buildings, who charged him with having ordered the demolition of an ancient ruin, which obstructed the passage through one of the principal streets. He observed, that such buildings were noble monuments of barbarous antiquity: contributed finely to shew how little our ancestors understood of architecture, and for that reason should be held sacred and suffered gradually to decay.


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        The last witness who appeared was a widow, who had laudably attempted to burn herself on her husband's funeral pile. But the innovating Minister had prevented the execution of her design, and was insensible to her tears, protestations and entreaties.

        The two first offences might have been pardoned: but for the injury to the sex, so contrary to the customs of all antiquity, the Queen (says the story) ordered the criminal to be banished from her presence forever. "I acknowledge my crime," said he; "and since I am to be banished, let it be to some ruined town or ruined village in the country I have governed--I shall find some pleasure in improving the soil and bringing back a spirit of industry among the inhabitants." This request, seeming reasonable, was granted, and a courtier was ordered to fix a place of banishment answering the Minister's description. After six months' search, however, the inquiry proved fruitless: neither a desolate town or ruined village could be found in the whole kingdom. Then said the Minister, "how can that country be ill-governed which has not a desolate town or ruined village in it?" The Queen perceiving the justice of the remonstrance, remitted his sentence and restored him to favor.

        The projectors of this Railroad are certainly within the terms of the first count of indictment against the innovating Minister. They do propose to carry at least two hampers of fish up the country, and two bales of cotton or hogsheads of tobacco down, by means at least as simple and cheap as one was carried before.

        Considering also that they design to cut down mountains and lift up valleys, so as to form a path for a fiery monster, carrying a weight of fifty tons and running with more than race-horse speed over hill and dale, they are as heinous offenders against barbarous antiquity as he who removed the venerable ruin from the streets of the city.

        How, like him, they shall do injury to the sex, by the introduction of those novelties, it is perhaps more difficult to define, unless it be that "time and space" are about to be annihilated by the rapidity of travel, and love to lose its reward for want of troubles to encounter; or that education and accomplishments, the graces and refinements of life, are to become so generally diffused, by the more general diffusion of opportunities and means for their acquirement, that competitors will become more numerous and the prize of admiration more difficult to win. If, however, for any or all of these offences we shall be doomed to banishment, like the offending Minister, and shall be graciously allowed the coundition of place, permitted to him, I trust we shall find, by the time this Road shall be completed and brought into full operation, that there will not be in the State, at least in that large and populous part through which it runs, a desolate town, or ruined village, or farmhouse, or hamlet to claim us as exiles.

        In surveying, as I have recently had opportunity to do, the public


Page 15

works of New York and other States north of this capital, and contemplating the manifold advantages they confer on the inhabitants of those States, it has been to me a matter of wonder how we, in the intetior of North Carolina, with but little better means of travel and transportation than when the thunders of British cannon were heard on the spot where you now stand, can hold our hand in the competition of business with those who have remedied like natural disadvantages by works of internal improvement. Standing on the wharf at Buffalo, where canal boats were being loaded with flour at the rate of from 650 to 750 barrels to the boat, I inquired what was the freight, per barrel, from there to the city of New York, a distance of more than 500 miles, and received for answer, 48½ cents--less by 20 per cent. than we pay our wagoners from Hillsboro' to Raleigh, and they make nothing at that. Yet this piece of good fortune, the Erie Canal, was not rained down on western New York by a Providence which has denied his blessings to us. It cost the State twenty odd millions of dollars of borrowed money; but it was money well laid out. For years it was clamored against in elections as a policy about to ruin the State and pauperize the people; but by the intrepid statesmanship of Clinton and his associates, it went steadily forward, conquering all opposition, and his name is now reverenced as that of a public benefactor throughout the land. But the people of that great State are not content with this. By the time this letter reaches you, if not now, a law will have passed their Legislature to borrow and expend nine millions of dollars more in enlarging the grand Canal, so as to carry twice as much as is now carried on its waters, at the same cost, and consequently to cheapen transportation probably one-half below present rates.

        But with the innumerable advantages of the Canal, it affords too slow a passage for our progressive age. A superb Railroad has been laid down by its side from Buffalo to Albany, and is being extended along the shores of that natural canal, the Hudson river, to the city of New York.

        This is exclusive of the New York and Erie Railroad, the greatest work of the kind yet completed in the world, which shoots off from the Hudson river thirty miles above the city, and crossing the waters of the Delaware, the Susquehanna, of lake Ontario, the Mississippi, and lake Erie, strikes the latter Lake at Dunkirk, 45 miles only from Buffalo--a total distance of 460 odd miles.

        A traveller who shall pass by one of these Roads from the city of New York to the Lake, and fail to get through in 16 or 17 hours, and at the rate of 2 cents or less per mile, will be sure to take the other on his next journey. We set out after six o'clock in the morning on the Erie Road, and with all stoppages from the holiday occasion, and the desire at various points to offer respects to the President of the United States, we reached


Page 16

Elmira, where we tarried for the night, a distance of 283 miles, half as hour before sunset.

        Of the numerous railroads connecting these two together at convenient points, or uniting as branches to the one or the other, and the plank roads which every where greet the eye, I have not room for description. Nothing is more certain than that in regard to the popular taste for works of this kind,

                         "Increase of appetite doth grow by what it feeds on;"
and as soon as you convince the people, by a public demonstration, that they can be made without ruin, they will demand them, as they do comfortable houses to live in, or improved tools of trade to work with.

        I cannot here forbear to mention, for the consolation of those among us who take so much to heart the misfortunes and blunders of the old Raleigh and Gaston Railroad, that the New York and Erie Railroad, from inexperience and bad management in its early history, proved a dead failure, at a loss of more than six millions of dollars, one-half of which fell upon the State and has never been repaid: or rather, has been relinquished as a bounty to a new company, who took it in hand under better auspices for carrying it through to completion. But that it has now been finished and equipped at a cost of seventeen millions more, and promises to be paying stock at the whole sum of twenty-three millions.

        We have not, it is true, the wonderful resources and advantages of New York, and it is with no hope to rival her great works that I recite these outlines of her system of improvement; but to show that our undertaking is not disproportioned to our means or our necessities. When a citizen of Mecklenburg or Cabarrus shall be enabled to breakfast at home, dine in Raleigh, and sup on the same day and at no very unreasonable hour in Wilmington, Beaufort, Newbern, Norfolk or Petersburg, he will accomplish no more in overcoming distance than is now done daily by hundreds, not to say thousands, in New York as well as in other States of the Union. And he will readily perceive what benefits will accrue to him when he too can accomplish in one day what now requires more than a week.

        The time and circumstances are all propitious to the commencement of our work. We are in the first year of the latter half of the nineteenth century. We have just finished one of those decades appointed by the Constitution, when the Federal census exhibits to us anew the population and statistics of the country. The progress of North Carolina during this period is less cheering than that of several other States, but more so than it has been during any former one. Her population, now 870,000 souls, will easily attain to and exceed a million by the next census at the same rate of increase as during the last ten years. With the discouragements to emigration, by reason of the greater distance of the fresh lands at the South and West; the encouragements and rewards to industry in


Page 17

the expenditure of three millions of dollars in the construction of this work alone, (not to speak of the improvements on the Cape Fear and beyond the Blue Ridge;) in the grand result which is to flow from its completion, that our internal resources of mineral and agricultural riches are to be brought out as permanent and increasing contributious to the national wealth,--I trust she is entering on this new era with a brighter destiny. The second State of the South in geographical extent; the second in population from the revolution downward, until she has been outstripped by her younger sisters Tennessee and Kentucky, she possesses elements of opulence and power which require but the general extension of a system of improvement to enable her to vie with the proudest members of the Union, to which none is more devoted, constant and faithful.

I remain, dear sir, very truly yours,

WILLIAM A. GRAHAM.

Hon. J. M. MOREHEAD,
Pres't. N. C. R. R. Co.


        On motion of D. L. Swain, it was

        Resolved, That the President of the Company be requested to state specially the manner in which, and the conditions upon which, and the extent to which contracts have been let for work upon the Road.

        It was further Resolved, That he be requested to state whether, and if any, what measures have been adopted by the Directors, to effect the resolution passed at the last Annual Meeting of the Stockholders, requesting the Board of Directors to carry out in good faith the resolutions adopted in the several Conventions held at Salisbury, Greensborough, and Hillsborough, in relation to the construction of the N. C. Rail Road.


        Whereupon the President made a full explanation upon the subject.

        On motion of Ralph Gorrell, the meeting took a recess until 3 o'clock. P. M.

Three o'clock, P. M.

        The Meeting was called to order by the chair.

        The Meeting appointed John U. Kirkland, Ralph Gorrell and David F. Caldwell to constitute the Standing Committee to audit and report upon all the accounts of the Treasurer to the Stockholders at each Annual Meeting.

        On motion of D. L. Swain, it was

        Resolved, That it is the opinion of the Stockholders of the North Carolina Rail Road Company, the President and Directors of said Company be and are hereby required and instructed to carry out in good faith the resolutions heretofore made at Salisbury, Greensborough and Hillsborough, and ratified at the first Meeting of the Stockholders at Salisbury.



Page 18

        A. J. DeRossett, from the committee to whom was referred the Treasurer's account, reported that they have had the same under examination, and find that the various sums charged are sustained by proper vouchers filed in the Office of the Company;--which report was concurred in.

        On motion of D. L. Swain, it was

        Resolved, That one thousand copies of the Proceedings of this Meeting be prepared and printed, under the supervision of the President of the Board of Directors; and that the By-Laws, as revised, be printed with the same.


        On motion of Gov. Swain, it was

        Resolved, That the next Annual Meeting of the Stockholders take place at Raleigh, on the second Thursday of July, 1852.


        On motion of Dr. F. J. Hill,

        Resolved, That the thanks of this Meeting be and are hereby tendered to the members of the Presbyterian Church for the use of their building.


        On motion of J. U. Kirkland,

        Resolved, That the thanks of this Meeting be tendered to the Secretaries, for the able and faithful manner in which they have discharged their duties.


        On motion of Giles Mebane,

        Resolved That the thanks of this Meeting be tendered to the Chairman, for the dignity, ability and impartiality with which he has presided over its deliberations.


        With appropriate remarks, the Chairman declared the Meeting adjourned, sine die.

CALVIN GRAVES, Chairman,

E. STRUDWICK,
C. L. BANNER,
Secretaries.


Page 19

BY-LAWS
OF THE
NORTH CAROLINA RAIL ROAD COMPANY,
As revised and amended at the General Meeting of July
10th, 1851.

MEETING OF STOCKHOLDERS.

        I. The next General Meeting of the Stockholders shall take place in Greensborough, on the second Thursday of July next; and the second Annual Meeting shall be at Raleigh, and the third at Salisbury; and all subsequent meetings shall alternate in the same way between Greensborough, Raleigh and Salisbury. And the Board of Directors now elected, shall remain in office until such Annual Meeting at Geensborough, in July next.

        II. On failure of the Stockholders to elect Directors at any General Annual Meeting, it shall be the duty of the President, for the time being, forthwith to advertise a General Meeting of the Stockholders to be held within twenty days thereafter for the purpose: and on failure of the President so to advertise, or of the meeting so called to elect Directors, it shall be the duty of the Directors for the time being, or any one of them, to advertise as above directed.

        III. At least one hundred individual stockholders, represented either in person or by proxy, and holding not less than a


Page 20

majority of the Stock subscribed shall be necessary to constitute a quorum for the transaction of business.

        IV. The President, or any five Directors, or any number of Stockholders representing one-third of the individual stock in the North Carolina Rail Road Company, shall have power to call occasional Meetings of the Stockholders, at such time and place as he or they may think proper,--first giving twenty days notice thereof in two or more newspapers published in this State.

PRESIDENT.

        I. The President shall be elected annually by ballot by the majority of the Board of Directors; and shall receive as compensation for his services an annual salary of $2500, over and above his necessary travelling expenses incurred by order of the Board of Directors, in journeys out of the State.

        II. The President shall have the general superintendence and control of all the other officers of the Company, and shall prescribe their duties unless otherwise provided for by the Rules and Regulations of the Board of Directors: he shall carefully examine into the performance of their duties, and from time to time report to the Directors all and every matter touching the interests of the Company which shall come to his knowledge.

        III. The President shall keep the seal of the Company, and with the consent of a majority of the Directors shall affix the same to all conveyances and other instruments to which the attestation of the seal may be necessary, and sign the same on behalf of the Corporation.

SECRETARY AND TREASURER.

        I. The offices of Secretary and Treasurer shall be combined until the Board of Directors shall deem it necessary to separate them.

        II. The Treasurer and Secretary shall be appointed by the Board of Directors, and shall give bond in the sum of $80,000, with security to be approved by the Board, and shall receive for his services the sum of $1250 per annum.


Page 21

        III. It shall be the duty of the Treasurer and Secretary to keep a full and fair journal of the meetings and proceedings of the Board of Directors; to advertise and collect all assessments which may from time to time be made upon the Stockholders; and in failure of any Stockholder to pay his assessments within the time prescribed, to report the name or names of such Stockholders to the President; to take charge of and safely keep all the money and other valuable effects of the Company, and to disburse the same under the direction and upon the requisition of the President; and to take proper vouchers for such disbursements, and to perform all such other duties as may be prescribed by the Board of Directors.

        IV. The Treasurer shall deposit all moneys belonging to the Company in the Bank of the State, at Raleigh, and in the Branch of the Bank of Cape Fear at Salisbury, and shall keep a regular and accurate account of receipts and disbursements made by him, and shall render to the President and Directors a quarterly account of all his transactions, and as much oftener as the President and Directors may require; and he shall at no time retain in his hands a sum exceeding five thousand dollars.

        V. That a standing committee of three persons be appointed at each annual meeting of the stockholders, (commencing with the present,) to audit and report upon all accounts of the Treasurer, to the stockholders at each annual meeting;--that said committee act in the intervals of regular meetings, and that they be allowed the sum of ten cents per mile for their travelling expenses, and the sum of two dollars per diem for each day in which they shall be engaged in said service.

DIRECTORS.

        I. The Board of Directors shall meet once in every three months. The first meeting shall take place in Salisbury, and all subsequent meetings at such places as the Board may direct; and the President shall be at liberty to convene the Board as much oftener as the interests of the Company may require; and the Directors shall receive as full compensation


Page 22

for their services at the rate of ten cents per mile for every mile travelled to and from the place of meeting; and members of the Board of Directors, including the President shall constitute a quorum for the transaction of business.

        II. The President and Directors shall have power to ploy Engineers and such other Officers and Agents as may think proper, and to fix their compensation; and make a report of all such appointments to the regular An Meeting of the Stockholders.

        III. The Directors shall have power to establish a common seal with suitable devices; to ascertain and define the duties of the Officers, Clerks, and Servants of the Company, and direct them in the performance thereof, and to dismiss the service of the Company any Officer, or Agent, Clerk or Servant appointed by them, at pleasure.

PROXIES.

        The form of all Proxies to represent Stockholders at General Meetings may be as follows:

        'Know all men by these presents, that I (A. B.), of the County of [blank space] and State of [blank space] , do hereby substitute and appoint (C. D.) of the county of [blank space] , and State of [blank space] , be my Proxy, for me and in my name and behalf to vote on [blank space] Shares, being [blank space] votes, at the next General Meeting of the Stockholders of the North Carolina Rail Road Company, on any matters may properly come before them.

        'In witness whereof I have hereunto set my hand and seal, this [blank space] day of [blank space] , 185 [blank space] .

        '(A. B. )'


        Which shall be signed by the party and attested by some Justice of the Peace, Clerk of a Court aforesaid, Notary Public or Director of the Company. And none but a Stockholder shall be a proxy.

CONTRACTS.

        Contracts shall be made under such rules and regulation the Directors shall prescribe, and when signed by the President shall be binding on the Company, eitheir with or without the seal of the Corporation.


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CERTIFICATES OF STOCK.

        The form of all Certificates of Stock shall be as follows:

        North Carolina Rail Road Company.

        No. [blank space] Shares.

        Be it known that [blank space] of [blank space] is entitled to [blank space] shares in the North Carolina Rail Road Company, transferrable by the said [blank space] either personally or by Attorney, only at the Office, and on the Books of said Company.

        Witness, [blank space] President of the said North Carolina Rail Road Company at [blank space] under the seal of the Corporation, this [blank space] day of [blank space] A. D.

TRANSFERS.

        And the Stock shall be transferred, either in person or by Attorney, at the Office, and on the Books of the Company to be kept for that purpose.

        The form of all transfers of subscriptions to the stock of this Company shall be as follows:

        'Know all men by these presents, that I (A. B.) for and in consideration of the sum of [blank space] dollars, to me in hand paid by (C. D.,) the receipt and payment of which is hereby acknowledged, have bargained, sold, assigned and set over to the said (C. D.) [blank space] shares of the capital stock in the North Carolina Rail Road Company, which was subscribed by me in the books of said Company (or, which have been purchased by me, as the case may be.)--to have and to hold to him the said (C. D.,) his executors, administrators and assigns forever; and the said (C. D.) doth hereby agree to receive and accept of the above named stock, transferred as aforesaid.

        'In testimony whereof, the parties aforesaid have hereunto set their hands and seals, this [blank space] , A.D., 185 [blank space] .

        'Seal.

        'Seal.'


        Which said transfer shall be signed either in person or by attorney, by both parties, in the presence of a Director of this Company, some one of the Judges of the Superior or Supreme Court, a Clerk and Master in Equity, or a Notary Public, and attested by the same; and when the attestation is made by a Clerk, or Clerk and Master, or Notary Public, it shall be further authenticated by his seal of office. And said transfer shall be filed in the office of the Secretary of said Company at or before the next Annual Meeting of the Stockholders, and it shall be recorded on the journals of the proceedings of the Board of Directors.