controlling, leasing, managing, or operating for hire a railroad, street railway, canal, steamboat, steamship, pipe line, sleeping car, freight car, fast freight line, express, or any other instrument or vehicle now or hereafter used or devised, in any way engaged in the business of a carrier of national commerce.

(6.) "Transmission company" shall include any such company, or any trustee, receiver or representative thereof, owning, controlling, leasing, managing, or operating for hire any telegraph, or telephone line, or other instrument or device now or hereafter used or devised for the purpose of transmitting intelligence from or to any person or place in one state to or from another person or place in another state, except through the United States mails.

(7.) "Trading company" shall include all such companies of whatever kind or any trustee, receiver, or representative thereof, engaged in buying or selling personal property or commodities of any kind, as a part of its regular business, and whether such products are produced by such company or not, if the same are bought or sold to be delivered, or transported, or taken, into any state other than the one in which they are located, owned or used at the time of purchase or sale.

(8.) "Carrying on," or "engaging in" national trade or commerce shall consist in doing these things as a part of the regular business of any such company, whether the same is organized for that purpose or not.

(9.) "Controlling" national trade or commerce shall include any method now or hereafter used or devised whereby any positive influence is in fact exerted over such trade or commerce, or any part thereof, through the agency of any person or persons however accomplished and in whatsoever manner they may be associated together or organized.

(10.) "Person" unless the context otherwise indicates, shall include partnerships, associations, partnership associations, jointstock companies, limited partnerships, companies, corporations, or any other association of any kind whatever, composed of either natural or artificial persons, except a state or public corporation.

§ 5. Interpretation. It is hereby declared that the main purpose of this Act is to regulate national commerce by providing for the formation and control of corporations to engage therein; and this Act shall be interpreted liberally to accomplish that purpose in order to promote the public welfare; if the sections hereinafter con

tained forbidding certain companies not formed under this Act from engaging in such commerce without complying with this Act; or if the sections and parts of sections permitting trading corporations formed under this Act to engage in other lines of business, and the sections or parts of sections regulating such business, so far as they relate thereto; or if the definitions herein given of national commerce, should be held by the courts to be in any particular beyond the constitutional powers of Congress, then all such sections, or parts of sections, and provisions, so applied, are hereby declared not to be essential to the main purpose of this Act, but to be surplusage only, when so applied, and shall in no way invalidate or affect the interpretation and application of such provisions to such matters as are within the power of Congress, or of the other sections and provisions of this act so as to accomplish the main purpose hereof.

§ 6. Common Law to Apply. All questions arising under the provisions of this Act not expressly provided for, whether the same relate to matters of commerce, or matters of corporation law, or to other matters, shall be determined by the rules of the common law of the subject matter involved, as the same may be determined, and applied by the courts of the United States having occasion to consider such questions.

II. CERTAIN COMPANIES NOT TO ENGAGE IN NATIONAL

COMMERCE.

§ 7. Prohibition. No such company as above defined heretofore or hereafter existing or operating, within the United States, for the purpose or with the power of engaging in, carrying on, or controlling, directly or indirectly, national commerce, shall engage in, or carry on, or control, directly or indirectly any such national commerce, unless such company shall reorganize under the provisions of section 12 of this act, or shall pay the tax fixed by section 8 hereof; and no such company shall hereafter use "National," or "United States,' "" as a part of its name.

§ 8. Tax Imposed. Every such company which does not reorganize under and comply with the provisions of this Act on or before the first day of January, 1907, shall thereafter be subject to a tax of one per cent upon the total value of the national commerce carried on by such company for each month thereafter, for the privilege of engaging in such commerce. The value of such commerce, in the case of trading companies, shall be the total value of

the national commercial products bought, sold or exchanged by it for each month; and in the case of transportation or transmission companies, the value of the national commerce shall be the gross receipts therefrom for each month.

§ 9. Annual Statement. Every such company that fails to reorganize under section 12 of this Act shall file on or before August first in each year with the collector of internal revenue of the district wherein the principal office of such company is located, a statement setting forth, under the oath of the president or chief officer, or the members, thereof, upon blanks to be furnished by the Commissioner of Internal Revenue, with the approval of the Secretary of the Treasury, such items as may be prescribed by such Commissioner, and as shall fully, truly, and accurately exhibit the national commerce carried on monthly during the preceding year ending June 30th; such statements shall be forwarded to the Commissioner of Internal Revenue, who shall assess the fee thereon according to section 8 herein, and the same shall be due and shall be collected, and all the provisions of the United States statutes concerning the collection of internal revenue, shall be held to apply, as provided in section 148 herein.

§ 10. License to be Issued. If such tax is paid when due, a certificate thereof stating the date of payment, issued by the Commissioner of Internal Revenue, and countersigned by the collector of the district, in which the principal office is located, shall be delivered to such company, and shall be, and have the effect of, a license to engage in national commerce until July first of the year following that for which report is made.

§ 11. May Reorganize under this Act. Every such company now or hereafter existing within the United States engaging in, carrying on, or controlling directly or indirectly, such national commerce, may, by complying with the provisions of section 12 of this Act reorganize under it as a national corporation and therby obtain the rights, privileges and immunities, and be subject to all the duties and liabilities, thereof; and likewise the officers, shareholders, and agents of such reorganized corporation shall have all the rights and be subject to all the duties, liabilities, and penalties contained in this Act.

§ 12. Method of Reorganizing. In case such company desires so to reorganize, the directors, if any, thereof shall first pass a resolution

recommending reorganization under this Act, and shall call a meeting of members, for the purpose of considering the same, giving such notice thereof, and proceeding as is provided in section 94 herein, in regard to the making of material amendments to the charer of corporations after organization under this Act; if the proposition to reorganize shall be adopted at such meeting by a vote of not less than two-thirds of the shares outstanding, or of the members, the president, secretary, and the directors, if any, or the members thereof shall make and sign as provided in section 74 herein, Articles of Organization, which shall state the things required in organizing a corporation under this Act, and in addition thereto such articles shall contain, or be accompanied by, a copy of the special, or definite reference to the general, law, under which the company was originally organized, or the original agreement, if any, or certificate of incorporation if organized under a general law, and the by-laws, or other organization papers, if any; and shall further state that they have been authorized by the vote of the owners of two-thirds of the stock, or of the members, to make such certificate and to change said company into a national corporation under this Act; such Articles of Organization shall be submitted to the Commissioner of Corporations for approval, and if approved, shall, upon the payment of the fees provided in section 80 be filed in the office of the Secretary of the Department of Commerce and Labor, who shall issue a certificate of incorporation under the same conditions, and with the same effect, and which shall be filed, recorded, and published, as provided in sections 75 to 78 herein, in regard to corporations formed under this Act. Such company may keep the same name, subject to the provisions of sections 36, 37, and continue the same directors until new ones are elected and qualified.

§ 13. Penalty. Any such company, failing to reorganize under this Act or pay the tax or fee provided in section 8, or using the name forbidden in section 7, continuing to engage in national commerce contrary to the provisions of this act is hereby declared to be guilty of a crime against the United States, and such company shall be punished by a fine of not less than one thousand dollars, nor more than ten thousand dollars, and the natural persons comprising, managing, or directing such company so offending, with their knowledge and consent shall likewise be subject to the same penalty. Each month's repetition thereof shall be a new offense. It is

hereby made the duty of the grand juries in the various districts of the United States to investigate alleged violations of this Act by such parties and of the district attorneys to prosecute the same, as in other cases of crime against the United States.

§ 14. Injunction. It is also hereby made the duty of the district attorneys in the various districts of the United States, under such rules and regulations as may be prescribed by the Attorney-General of the United States to bring proceedings in the Circuit Courts of the district in which the principal office of such company is located, jurisdiction to try such cases being hereby conferred upon said courts, to perpetually oust and enjoin every such company from carrying on, engaging in, or controlling such commerce, until the same has complied with this Act.

§ 15. Contracts not Enforceable. All contracts relating to national commerce made by any such company not having first complied with this Act, shall be unenforceable by such company in any of the courts of the states or of the United States; but any person or company not engaged in such commerce, and not subject to the provisions of this Act, or if subject thereto has complied therewith, who or which, in good faith has entered into any contract with such offending company and has wholly or partly performed his part of such contract, may enforce the same against such offending company.

§ 16. Officers Personally Liable. The directors, officers, agents, and members of any such company, not having complied with this Act, shall be jointly and severally personally liable upon any contract made, or wrong done, by it to the other party if the latter is not subject to, or has complied with, this Act, without any right of indemnity or contribution among themselves.

III. CONSTITUTION OF CORPORATIONS TO ENGAGE IN NATIONAL COMMERCE.

1. In General.

§ 17. Authority to Form. Corporations may be formed under the provisions of this Act for the purpose and with the power of engaging in, or carrying on national commerce.

§ 18. Charter. Such corporation shall have a charter which shall consist of the provisions of this Act and the amendments thereto, and the Certificate of Incorporation hereinafter provided for.

§ 19. Composition. Such corporation shall be composed of members, directors, and officers, and shall have a corporate name, a reg