Corporations may consolidate-Publication of notice-Copy to be filed. § 473. Any railroad corporation incorporated under the laws of this state may consolidate with one or more railroad corporations incorporated under the laws of this state, or under the laws of any other state or territory of the United States, its capital stock, properties, roads, equipments, adjuncts, franchises, claims, demands, contracts, agreements, obligations, debts, liabilities and assets of every kind and description, upon such terms and in such manner as may be agreed upon by their respective boards or directors; provided, no such consolidation shall take effect until the same shall have been ratified and confirmed in writing by stockholders of the respective corporations representing three fourths of the subscribed capital stock of their respective corporations. In case of such consolidation "articles of incorporation and consolidation" must be prepared, setting forth: First, the name of the new corporation; second, the purpose for which it is formed; third, the place where its principal business is to be transacted; fourth, the term for which it is to exist, which shall not exceed fifty years; fifth, the number of its directors (which shall not be less than five, nor more than thirteen) and the names and residences of the persons appointed to act as such until their successors are elected and qualified; sixth, the amount of its capital stock (which shall not exceed the amount actually required for the purposes of the new corporation, as estimated by competent engineers), and the number of shares into which it is divided; seventh, the amount of stock actually subscribed, and by whom; eighth, the termini of its road or roads and branches; ninth, the estimated length of its road or roads and branches; tenth, the names of the constituent corporations, and the terms and conditions of consolidation in full. Said articles of incorporation and consolidation must be signed and countersigned by the presidents and secretaries of the several constituent corporations and sealed with their corporate seals. There must be annexed thereto memoranda of the ratification and confirmation thereof by the stockholders of each constituent corporation, which must be respectively signed by stockholders representing at least three fourths of the capital stock of their respective corporations. When completed as aforesaid said articles must be filed in the office of the county clerk of the county in which the original articles of incorporation of either of the consolidating corporations are filed, and a copy of the articles of incorporation and consolidation certified by such county clerk must be filed in the office of the secretary of state, and thereupon the constituent corporations named therein must be deemed and held to have become extinct in all courts and places, and said new corporation must be deemed and held in all courts and places to have succeeded to all their several capital stocks, properties, roads, equipments, adjuncts, franchises, claims, demands, contracts, agreements, assets, choses and rights in action of every kind and description, both at law and in equity, and to be entitled to possess, enjoy, and enforce the same and every thereof, as fully and completely as either and every of its constituents might have done had no consolidation taken place. Said consolidated or new corporation must also, in all courts and places, be deemed and held to have become subrogated to its several constituents and each thereof, in respect to all their contracts and agreements with other parties, and all their debts, obligations, and liabilities, of every kind and nature, to any persons, corporations, or bodies politic, whomsoever, or whatsoever, and said new corporation must sue and be sued in its own name in any and every case in which any or either of its constituents might have sued or might have been sued at law or in equity had no such consolidation been made. Nothing in this section contained shall be construed to impair the obligation of any contract to which any of such constituents were parties at the date of such consolidation. All such contracts may be enforced by action or suit, as the case may be, against the consolidated corporation, and satisfaction obtained out of the property which, at the date of the consolidation, belonged to the constituent which was a party to the contract in action or suit, as well as out of any other property belonging to the consolidated corporation. Amended March 16, 1901; stats. 1901, p. 327. 67 Cal. 61; 76 Cal. 405; 98 Cal. 216; 109 Cal. 577; 119 Cal. 343; 147 Cal. 666. May lease or use whole or part of another road. § 473a. Railroad corporations doing business in this state and organized under any law of this state or the United States, or of any state or territory thereof, have power to enter into contracts with one another, whereby the one may lease of the other the whole or any part of its railroad, or may acquire of the other the right to use, in common with it, the whole or any part of its railroad. Enacted March 21, 1905; stats. 1905, p. 575. NOTE. § 473a. Section 2 of the statute of 1880, page 21, authorizing railway and other corporations organized under the laws of this state or of any state or territory of the United States to do business in this state, on equal terms, is codified in this section. State lands granted for use of corporations. § 474. There is granted to every railroad corporation the right of way for the location, construction, and maintenance of their necessary works, and for every necessary adjunct thereto, over any swamp, overflowed, or other public lands of the state not otherwise disposed of or in use, not in any case exceeding in length or width that which is necessary for the construction of such works and adjuncts, or for the protection thereof, not in any case to exceed two hundred feet in width. Enacted March 21, 1872. Grant not to embrace town lots. § 475. The grants mentioned in the preceding section do not apply to public lands of the state within the corporate limits of towns and cities, or within three miles thereof. Enacted March 21, 1872. Wood, stone, and earth may be taken from state lands. 8476. The right to take from any of the lands belonging to the state, adjacent to the works of the corporation, all materials, such as wood, stone, and earth, naturally appurtenant thereto, which may be necessary and convenient for the original construction of its works and adjuncts, is granted to such corporations. Enacted March 21, 1872. Lands revert to state, when. § 477. If any corporation receiving state lands or appurtenances thereunder is dissolved, ceases to exist, is discontinued, or the route or line of its works is so changed as not to cover or cross the lands selected, or the use of the lands selected is abandoned, such selected lands revert, and the title thereto is reinvested in the state or its grantees, free from all such uses. Enacted March 21, 1872. Selections made, how proved and certified to. § 478. When any selection of the right of way, or land for an adjunct to the works of a railroad corporation, is made by any corporation, the secretary thereof must transmit to the surveyor general, controller of state, and recorder of the county in which the selected lands are situate, a plat of the lands so selected, giving the extent thereof and uses for which the same is claimed or desired, duly verified to be correct; and if approved, the surveyor general must so indorse the plat, and issue to the. corporation a permit to use the same, unless, on petition properly presented to the court, a review is had and such use prohibited. Enacted March 21, 1872. 101 Cal. 336. CHAPTER III. BUSINESS, HOW CONDUCTED. (See, also, Civ. C. § 2168 et seq., and "Railroads," statutes at large, Appendix.) SEC. 479. 480. 481. 482. 483. 484. 485. Checks to be affixed to all baggage. Damages. Annual report to be verified. Form of report. Corporation to pay damages for refusal. Furnish room inside passenger cars, and be responsible Fences. To pay damages. Not liable in certain cases. 486. Regulations of trains. Penalty. Passengers refusing to pay fare. Officers to wear badge. Passenger tickets, how issued, and to be good for six months. 487. 488. 490. 491. Character of iron rail to be used. Checks to be affixed to all baggage-Damages. § 479. A check must be affixed to every package or parcel of baggage when taken for transportation by any agent or employee of such railroad corporation, and a duplicate thereof given to the passenger or person delivering the same in his behalf; and if such check is refused on demand, the railroad corporation must pay to such passenger the sum of twenty dollars, to be recovered in an action for damages; and no fare or toll must be collected or received from such passenger, and if such passenger has paid his fare, the same must be returned by the conductor in charge of the train; and on producing the check, if his bagggage is not delivered to him by the agent or employee of the railroad corporation, he may recover the value thereof from the corporation. Enacted March 21, 1872. 120 Cal. 317. Annual report to be verified-Form of report. § 480. Every railroad corporation must make an annual report to the secretary of state, or other officer designated by law, of its operations for each year, ending on the thirty-first day of December, verified by the oaths of the president or acting superintendent of operations, the secretary and treasurer of such corporation, and file it in the office of the secretary of state, or such other designated officer, by the twentieth day of February, which must state: 1. The capital stock, and the amount thereof actually paid in; 2. The amount expended for the purchase of lands for the construction of the road, for buildings, and for engines and cars, respectively; 3. The amount and nature of its indebtedness, and the amount due the corporation; 4. The amount received from the transportation of passengers, property, mails, and express matter, and from other sources; 5. The amount of freight, specifying the quantity in tons; 6. The amount paid for repairs of engines, cars, buildings, and other expenses in gross, showing the current expenses of running such road; 7. The number and amount of dividends, and when paid; 8. The number of engine houses and shops, of engines and cars, and their character. Enacted March 21, 1872. Duties of corporation. § 481. Every such corporation must start and run its cars, for the transportation of persons and property, at such regular |