hio, and some other western
states, have prosecuted the canal enterprise on a large scale. Although
large debts have been contracted for the construction of canals in these
states, the benefits derived from them more than compensate for the vast
expense of their construction.

Sec.11. _Rail-roads_, although they are of public utility, are not
properly public works, being constructed by companies incorporated for
that purpose. The necessity for an act of incorporation is readily seen.
Rail-roads pass through the lands of private individuals; and without
the authority of law, the land of no person can be taken for such
purpose; nor can a law authorize it to be taken, unless the work is one
of general advantage; nor even in such case, without compensation to the
owner for his land; for it is declared by the state constitutions, that
"private property shall not be taken for public use without just
compensation."

Sec.12. If, therefore, the legislature deem a proposed railroad to be of
public utility, they pass an act to incorporate a company with the
requisite powers to construct the road, on making compensation for the
land, the value of which is to be estimated in such manner as the law
prescribes. The law also prescribes the manner in which the affairs of
the road are to be conducted.

Sec.13. The amount of capital to be employed by the company, is mentioned
in the act of incorporation, or charter, and is raised in this way: The
amount of the capital, or stock, is divided into shares of $100, or
less. Persons wishing to invest money in the road, subscribe the number
of shares they will respectively take. When all the shares are thus sold
and the money is paid in, the company is ready to proceed to the
construction of the road. The owners of these shares are called
_stockholders_, who choose from among themselves such number of
_directors_ as the charter authorizes. The directors elect from their
number a _president_.

Sec.14. Persons buying shares receive certificates signed by the proper
officers, stating the number of shares for which each certificate is
given. The holders of these certificates, if they wish to make other use
of the money they have invested in the business, may sell their stock to
others, to whom they pass their certificates, which are evidence of the
amount of stock purchased. Thus these certificates are bought and sold
as promissory notes.

Sec.15. Stockholders depend, for the reimbursement of