Incorporation of railroad companies.

out such contract as [*806] aforesaid, so made with persons] or corporations, it shall be held liable in an action at law, or in chancery, for the recovery of the value of said right of way, labor or materials, and for damages for non-fulfillment of such contract, in any court of competent jurisdiction in any county through which the road of such corporation may be located: And, provided, further, that this Act shall not in any manner legalize the subscription of any township, county or city to the capital stock of any railroad company, nor authorize the issuing of any bond by any township, city or county in payment of any subscription or donation. [As amended by Act approved April 26, 1873. In force July 1, 1873.

AN ACT to require railroad corporations to have and maintain a public office, or place in the State of Illinois where transfers of stock may be made, and to enforce the provisions of section nine (9), article eleven (11) of the Constitution of Illinois. [Approved June 18, 1883; in force July 1, 1883. L. 1883, p. 128; Legal News Ed., p. 102.

public office,

book with

transfer of stock regis

tered.

30. § 1. Be it enacted by the People of the State of Illi-Shall have nois, represented in the General Assembly: Each and every railroad corporation, organized or doing business in this State, under the laws or authority thereof, shall have and maintain a public office, or place in this State for the transaction of its business, where transfers of shares of its stock shall be made by such railroad corporation, upon the request of the owner of shares thereof, presenting the certificate thereof. Every such railroad corporation shall keep a book in which the transfers of shares of its stock shall be registered, and another book containing the names of its stockholders, which book shall be open to the examination of its stockholders.

31. § 2. Any railroad corporation organized or doing business in this State, under the laws or authority thereof, or failing to comply with the provisions of section one (1) of this Act, within ninety (90) days after the taking effect of this Act, shall, upon conviction thereof, be fined in any sum not less than one thousand dollars ($1,000), nor more than two thousand dollars ($2,000). In case any such railroad corporation shall fail to comply with the provisions of said section one (1) within six months after the taking effect of this Act, it shall, upon conviction thereof, be fined in any sum not less than two thousand dollars ($2,000), nor more than four thousand dollars ($4,000); and for every year after the taking effect of this Act, any such railroad corporation shall fail to comply with the provisions of said section

Fines for fail

ure to com

ply.

To have public offices.

jone (1), it shall, upon conviction, be fined not less than four thousand dollars ($4,000): Provided, that in all cases under this Act either party shall have the right of trial by jury. §3. The fines hereinbefore provided for may be tion for debt. recovered in action of debt in the name of the People of the State of Illinois.

Fines recovered in ac

Duty of com

32.

33. 4. It shall be the duty of the Railroad and Waremissioners. house Commissioners to personally investigate and ascertain whether the provisions of this Act are violated by any railroad corporation in this State; and whenever the facts in any manner ascertained by said commissioners shall, in their judgment, warrant such prosecution, it shall be the duty of said commissioners to immediately cause suit to be commenced and prosecuted against any railroad corporation which may violate the provisions of this Act. Said suits and prosecutions may be instituted in any county in this State, through or into which the line of the railroad corporation sued for violating this Act may extend. And such Railroad and Warehouse Commissioners are hereby authorized to employ counsel to assist the Attorney General in conducting such suit on behalf of the State. No such suits commenced by said commissioners shall be dismissed, except said Railroad and Warehouse Commissioners and the Attorney General shall consent thereto.

Fines to be used for

county purposes.

34. § 5. All fines recovered under the provisions of this Act shall be paid into the county treasury in the county in which the suit is tried, by the person collecting the same, in the manner now provided by law, to be used for county

purposes.

money by

formed be

1,1872.

AN ACT to enable railroad companies to borrow money and to mortgage their property and franchises therefor. [Approved May 7, 1873; in force July 1, 1873. Borrowing 35. § 1. Be it enacted by the people of the State of Illicompanies nois, represented in the General Assembly: That every railroad fore March company organized under any law or laws of this State, in force before the first day of March, A. D. 1872, is hereby empowered from time to time to borrow such sums of money as may be necessary for completing, furnishing, improving or operating any such railroad and to issue and dispose of its bonds for any amount so borrowed and to mortgage its corporate property and franchises to secure the payment of any debt contracted by such corporation for the purpose aforesaid; but the concurrence of the holders of two-thirds in amount of the stock of such corporation-to be expressed in the manner hereinafter provided-shall be necessary to the validity of any such mortgage; and the order or resolution for such mortgage shall be recorded as provided in this Act;

Borrowing money.

and the directors of such corporation shall be empowered in] pursuance of any such order or resolution, to confer on any holder of any bond, for money so borrowed as aforesaid, the right to convert the principal due or owing thereon into stock of such corporation at any time not exceeding ten years after the date of such bond, under such regulations as may be provided in the by-laws of such corporation.

rence of

expressed.

36. § 2. The concurrence of the holders of at least two- How concurthirds in amount of the capital stock of such corporation in the creation of any such debt and the execution of any such mortgages shall be made manifest by the votes cast by such stockholders in person or by proxy, on the passage of appropriate orders or resolutions at a meeting of the stockholders of such corporation, called by the directors thereof for such purpose.

meeting

37. 3. The directors of such corporation shall give Notice of notice of such meeting by causing written or printed notices thereof to be either personally served upon or duly mailed (postage prepaid) to such stockholders whose names and address shall be known to said directors, such notice to be so mailed at least sixty days before the time fixed for such meetings. The said notices shall state the time and place for such meeting and the purpose thereof, as well as the amount of the proposed indebtedness. The said directors shall also cause like notices to be inserted in some newspaper published in each county through which said road shall run (if any newspaper shall be published therein), at least sixty days prior to the day appointed for such meeting.

38. § 4. When such meeting shall be held, the resolution or order authorizing the creation of such indebtedness, and the execution of the mortgage to secure the same, together with the result of the vote thereon, shall be recorded in the office of the recorder of deeds of each county through which said road shall run, and shall also be recorded in the office of the Secretary of State.

Resolutions, etc., recorded.

RAILROADS CONSOLIDATION.

[Ap

AN ACT to provide for the consolidation of certain railroad corporations. proved June 14, 1883; in force July 1, 1883. L. 1883, p. 124; Legal News Ed., p. 101.

39. § 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: Whenever any railroad which is situated partly in this State, and partly in one or more other states, and heretofore owned by a corporation formed by consolidation of railroad corporations of this and other states, has been sold pursuant to the decree of any court or courts of competent jurisdiction, and the same

What railconsolidate,

roads may

and how.

When consolidation to

Railroads-Consolidation.

has been purchased as an entirety, and is now, or hereafter may be, held in the name or as the property of two or more corporations incorporated respectively under the laws of two or more of the states in which said railroad is situated, it shall be lawful for the corporation so created in this State [to consolidate its property, franchises and capital stock with the property, franchises and capital stock of the corporation or corporations of such other state or states in which the remainder of such railroad is situated and upon such terms as may be agreed upon between the directors, and approved by the stockholders owning not less than two-thirds in amount of the capital stock of such corporations. Such approval may be given by the stockholders of such corporations of this State at any time, in writing or by vote at any annual or special meeting, upon sixty days' notice given by publication in any newspaper published in the county where the general office of such company is situated, and such meeting is to be held: Provided, that no consolidation shall take place with any railroad owning a parallel or competing line; and a majority of the directors of such consolidated company shall be citizens and residents of this State, and where the line of the road of the original company has been located in this State and aid in the construction thereof voted by any municipality by way of subscription or donation and received by the company and the road so located not yet completed, then the consolidated company shall have no power or right to change such line as so located so as to make the same substantially different from the line so located at the time the aid was voted.

40. 2. Such consolidation shall take effect upon the take effect. filing and recording of such articles of consolidation in the office of the Secretary of the State of Illinois, and a certified copy thereof in the office of the recorder of the various counties in which said railroad is situated. A certified copy of such articles of consolidation, under seal of the Secretary of State, shall be deemed and taken to be prima facie evidence of the existence of such consolidated corporation.

List of stockholdersrights saved.

41. § 3. Such consolidated corporation shall at all times keep a general office within this State, at which shall be kept a complete list of all stockholders of such corporation, their places of residence, the amount of stock owned by each, and where the stock of such corporations may be registered and transferred: Provided, that nothing contained in this bill shall be construed to impair or affect the rights of any party holding unsettled claims against any of the corporations to be consolidated.

Consolidation-Contracts.

AN ACT authorizing railroad companies in consolidating so as to form an interstate line to fix the terms and conditions of such consolidation and to retire their preferred stock, and to provide for the issue of the new preferred stock and fix the par value thereof. [Approved and in force June 17, 1893. L. 1893, p. 166;

Legal News Ed., p. 116.

for consoli

42. § 1. Be it enacted by the People of the State of Illi-Agreement nois, represented in the General Assembly: That when any dation. railroad company, formed by the consolidation of a company or companies of this State with a company or companies of any other state or states, shall make a further consolidation with a company or companies of another state or states owning a continuous and connected but not competing line, the constituent companies shall have power to fix by the agreement for such consolidation the terms and conditions upon which the same shall be made, which terms and conditions may include the payment or retirement of the preferred stock of either or both of the constituent companies, if they have such. And in case the new company shall issue preferred stock, the par value of the shares thereof may be fixed by the agreement of consolidation or by the resolution for the issue thereof without regard to the par value of shares of the common stock of such company.

43. § 2. WHEREAS, an emergency exists for the imme- Emergency. diate taking effect of this Act, therefore the same shall take effect and be in force from and after its passage.

AN ACT to enable railroad companies to enter into operative contracts and to borow money. [Approved February [*807] 12, 1855. Pr. L. 1855, p. 304.

contracts

44. § 1. All railroad companies incorporatel or organized Operative under, or which may be incorporated or organized under the property. authority of the laws of this State, shall have power to make such contracts and arrangements with each other, and with railroad corporations of other states, for leasing or running their roads or any part thereof; and also to contract for and hold in fee simple, or otherwise, lands or buildings in this and other states for depot purposes; and also to purchase and hold such personal property as shall be necessary and convenient for carrying into effect the object of this Act.

45. § 2. All railroad companies incorporated or organized, or which may be incorporated or organized as aforesaid, shall have the right of connecting with each other, and with the railroads of other states, on such terms as shall be mutually agreed upon by the companies interested in such connection.

[3, repealed. See "Statute," Chap. 131, § 5.

Connections.