and county to which it is desired to change its said principal office and place of business, and that it is the purpose of said corporation to actually transact and carry on its regular business from day to day at such place, and that such change has been authorized as herein provided, and the names of the directors of said corporation and their respective places of residence, which certificate shall be verified by the oaths of all the persons signing the same, and when so signed and verified, shall be filed in the office of the secretary of state and a duplicate thereof in the office of the clerk of the county from which said principal office and place of business is about to be removed or changed, and another in the office of the clerk of the county to which said removal or change is to be made, and thereupon the principal office and place of business of such corporation shall be changed as stated in said certificate.

Thus amended by chap. 489, Laws of 1905.

Liabilities of officers, directors and stockholders of foreign corporations.

§ 60. Except as otherwise provided in this chapter the officers, directors and stockholders of a foreign stock corporation transacting business in this state, except moneyed and railroad corporations, shall be liable under the provisions of this chapter, in the same manner and to the same extent as the officers, directors and stockholders of a domestic corporation, for:

1. The making of unauthorized dividends;

2. The creation of unauthorized and excessive indebtedness; Unlawful loans to stockholders;

3.

4.

Making false certificates, reports or public notices;

5. An illegal transfer of the stock and property of such corporation, when it is insolvent or its insolvency is threatened; 6. The failure to file an annual report.

Such liabilities may be enforced in the courts of this state, in the same manner as similar liabilities imposed by law upon the officers, directors' and stockholders of domestic corporations. This section added by chap. 384, Laws of 1897.

See chap. 690, Laws of 1899, post.

See sections of Penal Code as to certain penalties, post.

Dissolution by incorporators.

§ 61. The incorporators named in any certificate of incorpora tion filed for the purpose of creating a domestic stock corpora tion, other than a moneyed or transportation corporation, may, before the payment of any part of the capital, and before beginning business, surrender all corporate rights and franchises, by signing, verifying and filing in the office of the secretary of state and the clerk of the county where the certificate of incorporation is filed, a certificate setting forth that no part of the capital has been paid, that there are no liabilities, that such business has not been begun, and surrendering all rights and franchises; and proof of the facts set forth in such certificate to the satisfaction of the secretary of state; and thereupon the said corporation shall be dissolved, and its corporate existence and powers shall cease.

This section added by chap. 296, Laws of 1904.

See provisions of the Code of Civil Procedure.

See section 30, General Corporation Law; section 57, Stock Corporation Law, ante; chap. 310, Laws of 1886, post.

Partly paid stock.

§ 62. The original or the amended certificate of incorporation of any stock corporation may contain a provision expressly authorizing the issue of the whole or of any part of the capital stock as partly paid stock, subject to calls thereon until the whole thereof shall have been paid in. In such case, if in or upon the certificate issued to represent such stock, the amount paid thereon shall be specified, the holder thereof shall not be subject to any liability except for the payment to the corporation of the amount remaining unpaid upon such stock, and for the payment of indebtedness to employes pursuant to sections fifty-four and fifty-five of this chapter; and in any such case, the corporation may declare and may pay dividends upon the basis of the amount actually paid upon the respective shares of stock instead of upon the par value thereof.

This section added by chap. 354, Laws of 1901.

See section 5 of the amendatory act as to its effect.

See section 54, Stock Corporation Law, ante, and statutes cited thereunder.

CHAP. 565, LAWS OF 1890.

AN ACT in relation to railroads, constituting chapter thirty-nine of the general laws.

(As amended to and including the session of the Legislature of 1906.)

[SEE SECTIONS OF CODE OF CRIMINAL PROCEDURE AND PENAL CODE, THIS VOLUME.]

(§§ 120-142.)

5. Other railroads in cities and counties.
6. Board of railroad commissioners. (§§ 150-172.)

ARTICLE I.

ORGANIZATION, GENERAL POWERS, LOCATION.

SECTION 1. Short title.

2. Incorporation.

3. Supplemental certificate.

4. Additional powers conferred.

1. Entry upon lands for purposes of survey.

2. Acquisition of real property.

3. Construction of road.

4. Intersection of streams, highways, plank-roads, turnpikes and canals.

9.

Purchase of lands and stock in other states.

10. Creation of mortgage.

5. When corporate powers to cease.

SECTION 7. Acquisition of title to real property; additions, betterments

and facilities.

8. Railroads through public lands.

9. Railroads through Indian lands.

10. Railroads through Chautauqua assembly grounds.

11. Intersection of highways, additional lands for.
Intersection of other railroads.

12.

13.

Change of route, grade or terminus.

14. Construction of part of line in another state.

15. Two roads having the same location.

16. Tunnel railroads.

17.

Railroads in other countries.

18. Additional corporate powers of such road.

19. Location of principal office of such road.

20. Individual, joint-stock association, or other corporation may lay down and maintain railroad tracks in certain cases.

21. Powers of electric light and power corporations.

21. Certain roads need be operated in the summer only.

22.

Substituted lines in cases of eminent domain.

23. Section 24 of the stock corporation law does not apply to a railroad corporation.

Short title.

SECTION 1. This chapter shall be known as the railroad law.

Incorporation.

*§ 2. Fifteen or more persons may become a corporation, for the purpose (1) of buiding, maintaining and operating a railroad, or (2) of maintaining and operating a railroad already built, not owned by a railroad corporation, or for both purposes, or (3) of building, maintaining and operating a railroad for use by way of extension or branch or cut-off of any railroad then existing, or for shortening or straightening or improving the line or grade of such railroad or of any part thereof, by executing, acknowledging and filing a certificate, in which shall be stated:

1. The name of the corporation.

2. The number of years it is to continue.

3. The kind of road to be built or operated.

4. Its length and termini.

*The first paragraph of section 2 thus amended by chap. 727, Laws of 1905.

5. The name of each county in which any part of it is to be located.

6. The amount of capital stock, which shall not be less than ten thousand dollars for every mile of road built, or proposed to be built, except a narrow-gauge road, when it shall not be less than three thousand dollars for every such mile.

7. The number of shares into which the capital stock is to be divided.

8. If the capital stock is to consist of common and preferred stock, the amount of each class and the rights and privileges of the latter over the former.

9. The names and post-office addresses of the directors of the corporation, not less than nine, who shall manage its affairs for the first year.

10. The place where its principal office is to be located.

11. If a street surface railroad, the names and description of the streets, avenues and highways in which the road is to be constructed.

12. If it is to be a railway corporation, specified in article five of this chapter, the statements required by that article to be inserted in the certificate of incorporation.

13. The name and post-office address of each subscriber to the certificate and the number of shares of stock he agrees to take.

Such certificate shall have indorsed thereon, or annexed thereto, to be taken as a part thereof, an affidavit of at least three of such directors, that at least ten per cent of the minimum amount of capital stock authorized by law has been subscribed thereto, and paid in good faith and in cash to the directors named in the certificate, and that it is intended in good faith to build, maintain and operate the road mentioned therein. In case of a railway corporation specified in article five of this chapter, the affidavit of the directors shall show that the full amount of such capital stock has been in good faith subscribed, and there shall be annexed to the certificate of incorporation and as a part thereof the certificate of the railroad commissioners showing the