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Incorporation of railroad companies. 4. § 4. When the articles shall have been filed and
Corporate recorded as aforesaid, the persons named as corporators powers therein shall thereupon become and be deemed a body corpo- of articles rate, and shall thereupon be authorized to proceed to carry into effect the objects set forth in such articles, in accordance with the provisions of this Act. As such corporate body they shall have succession, and in their corporate name may sue and be sued, plead and be impleaded. The said corporation may have and use a common seal, which it may alter at pleasure; may declare the interests of its stockholders transferable; establish by-laws, and make [*800] all rules and regulations deemed necessary for the management of its affairs in accordance with law. A copy of any articles of incorporation filed and recorded in pursuance with this Act, or of the record thereof, and certified to be a copy by the Secretary of State, or his deputy, shall be presumptive evidence of the incorporation of such company, and of the facts therein stated. 5. § 5.
§ 5. No such corporation shall be formed to con- Limit of tinue more than fifty years in the first instance, but any renewal. railroad company formed under any law of the State may be renewed from time to time, for periods not longer than fifty years: Provided, that three-fourths of the votes cast at any regular election for that purpose shall be in favor of such renewal, and those desiring a renewal shall agree to purchase the stock of those opposed thereto at its current value.
Whenever any such election is held by any railroad company, a certificate, showing the proceedings of the meeting and verified by the president or a vice president of the corporation and the secretary thereof, with the seal of the corporation, shall be filed with the Secretary of State within thirty days after the meeting, and upon the filing of such certificate the duration of such corporation shall thereby extended, in accordance with the vote of the stockholders, for an additional period not longer than fifty years: Provided, in case where such renewal is of any railroad company previously incorporated under a special Act of the Legislature, then such renewal and extension of such company shall be under and subject to all the provisions of the general laws of this State relating to railroads, and such company shall have such powers only as provided for in this Act. [As amended by Act approved June 7, 1911, in force July 1, 1911, L, 1911, p. 470. 6. $ 6. A copy of the by-laws of the corporation, duly By-laws re
. certified, shall be recorded as provided for the recording of the articles of association in section 2 of this Act; and all
classifica tion, vacancy.
Incorporation of railroad companies. amendments and additions thereto, duly certified, shall also be recorded as herein provided, within ninety days after the
adoption thereof. Office in this
7. $ 7. Every such corporation organized under the provisions of this Act shall have and maintain a public office or place in this State for the transaction of its business, where transfers of all its stock shall be made, and in which shall be kept for public inspection, books, wherein shall be recorded the amount of capital stock subscribed and by whom, the names of the owners of its stock, the number of shares held by each
person, and the number by which each of said shares is respectively designated, and the amounts owned by them respectively, the amount of stock paid in, and by whom, the transfers of said stock, the amount of its assets and liabilities, and the names and places of residence of all its officers. [See
Const., Art. II, § 9. Directors, their elec.
8. S 8. All the corporate powers of every such corpotion and
ration shall be vested in and be exercised by a board of directors, who shall be stockholders of the corporation, and shall be elected at the annual meetings of stockholders at the public office of such corporation within this State. The number of such directors, the manner of their election, and the mode of filling vacancies, shall be specified in the by-laws, and shall not be changed except at the annual meetings of the stockholders. The first board of directors shall classify themselves by lot in such manner that there shall be, as nearly as practicable, three directors in each class. Those belonging to the first class shall go out of office at the end of one year, those of the second class at the end of two years, and in like manner those of each class shall go out of office at the expiration of a number of years corresponding to the number of his class; and all vacancies occurring by reason of expiration of term shall be filled by election for a term of years equal to
the number of classes. See $ 11, 26. Called ings.
9. $ 9. A meeting may be called at any time during the interval between such annual meetings, by the directors or by the stockholders owning not less than one-fourth of the stock by giving thirty days' public notice of the time and place of such meeting in some newspaper published in each county through or into which the said railway shall run, or be intended to run, provided there be a newspaper published in each of the counties aforesaid; and if, at any such special meeting so called, a majority in value of the stockholders, equal to two-thirds of the stock of such corporation, shall not be represented in person or by proxy, such meeting shall be adjourned from day to day, not exceeding three days, without transacting any business; and if, within three said days, twothirds in value of such stock shall not be represented at such
Incorporation of railroad companies. meeting, then the meeting shall be adjourned, and a new call may be given and notified as hereinbefore provided. [See
10. S 10. At the regular annual meeting [*801) of the Annual and stockholders of any corporation organized under the provi- ments. sions of this Act, it shall be the duty of the president and directors to exhibit a full, distinct and accurate statement of the affairs of the said corporation; and at any meeting of the stockholders, or a majority of those present (in person or by proxy) may require similar statements from the president and directors, whose duty it shall be to furnish such statement when required in manner aforesaid.
And at all general meetings of the stockholders a majority Rates of interin value of the stockholders of any such corporation may fix the rates of interest which shall be paid by the corporation for loans for the construction of such railway and its appendages, and the amounts of such loans. At any special meeting, by a two-thirds vote in value of
officers. all the stock, such stockholder may remove any president, director, or other officer of such corporation, and elect others instead of those so removed.
All stockholders shall, at all reasonable hours, have access Access to to, and may examine, all the books, records and papers of such books. corporation.
11. § 11. In case it shall happen at any time that an When direcelection for directors shall not be made on the day designated' does that by the by-laws for such corporation for that purpose, the the day, etc. corporation, for such cause, shall not be dissolved, if, within ninety days thereafter, the stockholders shall meet and hold an election for directors in such manner as shall be provided by the by-laws of such corporation: Prorided, that it shall require a majority in value of the stock of such corporation to elect any member of such board of directors, and majority of such board of directors shall be citizens and residents of this State. 12. $ 12. There shall be a president of such corporation,
duties. who shall be chosen by and from the board of directors, and such other subordinate officers as such corporation, by its by-laws, may designate, who may be elected or appointed, and shall perform such duties and be required to give such security for the faithful performance thereof as such corporation, by its by-laws, shall require: Prorided, that it shall require a majority of the directors to elect or appoint any officer.
13. $13. The directors of such corporation may require Payments of the subscribers to the capital stock of such corporation to
to capital pay the amount by them respectively subscribed, in such manner and in such installments as they may deem proper.
Incorporation of railroad companies. If any stockholder shall neglect to pay any installments as required by a resolution or order of such board of directors, the said board shall be authorized to declare such stock and all previous payments thereon forfeited for the use of the corporation ; but the said board of directors shall not declare such stock so forfeited until they shall have caused a notice in writing to be served on such stockholder personally or by depositing the same in the postoffice, properly directed to
the postoffice address of such stockholder, or, if he be dead, to his legal representatives, with necessary postage for its transmittal properly prepaid, stating therein that in accordance with such resolution or order he is requested to make such payment, at a time and place and in the manner to be specified in such notice, and that if he fails to make the same in the manner requested, his stock and all previous payments thereon will be forfeited for the use of such corporation; and thereafter such corporation, should default in payment be made, may sell the same and issue new certificates of stock therefor: Provided, that the notice as aforesaid shall be personally served or duly deposited, as above required, at least sixty days previous to the day on which such payment is
required to be made. Stock person- 14. § 14. The stock of such corporation shall be deemed fer ot; use of personal estate and shall be transferable in the manner pre
scribed by the by-laws of such corporation But no shares shall be transferable until all previous calls thereon shall have been paid; and it shall not be lawful for such corporation to use any of the funds thereof in the purchase of its own stock, or that of any other corporation, or to loan any of its funds to any director or officer thereof, or to permit them or any of them to use the same for other than the legitimate purposes of such corporation: Provided, however, that any railroad company incorporated and organized, or that may hereafter be incorporated and organized under any general or special law of this State, and operating a railroad which now connects or may hereafter connect at any point with any railroad of any other state, shall have power, acting by itself, or jointly with another company or companies, to own and hold the stock and securities of the corporation owning said connecting road, or any part thereof, such ownership or holding to comprise at least two-thirds in amount of the stock of such corporation; but in case the purchase of stock the company or companies so purchasing shall take and pay for all the shares of the company whose stock is so purchased that may be offered and the terms of purchase of all shares shall be the same to all stockholders. [As amended by Act approved June 2, 1891. In force July 1, 1891. L. 1891, p. 185; Legal News Ed., p. 124.
Incorporation of railroad companies. 15. § 15. In case the capital stock of any
capital ration shall be found insufficient for constructing and operat- stock; ing its road, such corporation may, with the concurrence of other busitwo-thirds in value of all its stock, increase its capital stock, ness. from time to time, to any amount required for the purpose aforesaid. Such increase shall be sanctioned by a vote in person or by proxy, of two-thirds in amount of all the stock of such corporation, at a meeting of such stockholders called by the directors of the corporation for such purpose, by giving notice in writing to each stockholder, to be served personally or by depositing the same in a postoffice, directed to the postoffice address of each of said stockholders severally, with necessary postage for the transmittal of same, prepaid, at least sixty days prior to the day appointed for such meeting, and by advertising the same in some newspaper published in each county through or into which the said road shall run or be intended to run (if any newspaper shall be published therein), at least sixty days prior to the day appointed for such meeting. Such notice shall state the time and place of the meeting, the object thereof, and the amount to which it is proposed to increase such capital stock; and at such meeting the corporate stock of such corporation may be so increased by a vote of two-thirds in amount of the corporate stock of such corporation, to an amount not exceeding the amount mentioned in the notices so given. Should the directors of any such corporation desire at any time to call a special meeting of the stockholders, for any other necessary purpose, the same may
be done in the manner in this section provided, and if such meeting be attended by the owners of two-thirds in amount of the stock, in person or by proxy, any other necessary business of such corporation may be then transacted, except the altering, amending or adding to the by-laws of such corporation: Provided, such business shall have been specified in the notices given. And the proceedings of any such meeting shall be entered on the journal of the proceedings of such corporation. Every order or resolution increasing the capital stock of any such corporation shall be duly recorded as required in section 2 of this Act.
16. § 151/2. No person holding stock in any such corpo- Liability of ration as executor, administrator, guardian or trustee, and no executor, persons holding such stock as collateral security, shall be personally subject to any liability as stockholders of such corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly.
17. $ 16. Each stockholder of any corporation formed Lisability of under the provisions of this Act shall be held individually liable to the creditors of such corporation to an amount noti