SEC. 13. May construct and operate, connect and intersect other lines-freight.-Any railroad corporation or association, organized for the purpose, shall have the right to construct and operate a railroad between any points within this state, and to connect at the state line with railroads of other states. Every railroad company shall have the right, with its road, to intersect, connect with or cross any other railroad, and shall receive and transport each the other's passengers, tonnage and cars, loaded or empty, without delay or discrimination. (m) [New section.] SEC. 14. Railways public highways-laws against extortion, etc.-Railways heretofore constructed, or that may hereafter be constructed in this state, are hereby declared public highways, and railroad companies common carriers. The general assembly shall pass laws to correct abuses and prevent unjust discrimination and extortion in the rates of freight and passenger tariffs on the different railroads in this state, and shall from time to time pass laws establishing reasonable maximum rates of charges for the transportation of passengers and freight on said railroads, and enforce all such laws by adequate penalties. (n) [New section.] SEC. 15. Shall have public office, keep books-meetings of directors.-Every railroad or other 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 stock shall be made, and where shall be kept, for public inspection, books in which shall be recorded the amount of capital stock subscribed, the names of the owners of the stock, the amounts owned by them respectively, the amount of stock paid and by whom, the transfer of said stock, with the date of transfer, the amount of its assets and liabilities, and the names and places of residence of its officers. The directors of every railroad company shall hold one meeting annually in this state, public notice of which shall be given thirty days previously, and shall report annually under oath, to the state auditor, or some officer designated by law, all of their acts and doings, which report shall include such matters relating to railroads as may be prescribed by law. The general assembly shall pass laws enforcing, by suitable penalties, the provisions of this section. (0) [New section.] SEC. 16. Property subject to execution-no law to be passed exempting.-The rolling stock and all other movable property belonging to any railroad company or corporation in this state shall be considered personal property, and shall be liable to execution and sale in the same manner as the personal property of individuals; and the general assembly shall pass no law exempting any such property from execution and sale. (p) [New section.] (m) 97 Mo. 457; 109 Mo. 187; 111 Mo. 666; 118 Mo. 599; 15 A. 152. (n) 83 Mo. 454; 110 Mo. 286; 116 Mo. 81; 137 Mo. 529. Railroads, public highways. 110 Mo. 272; 122 Mo. 375. Taxation of railroad property for street purposes. 123 Mo. 546. (0) 128 Mo. 75. (p) Mechanics' lien-enforcement-rolling stock. 74 Mo. 374. SEC. 17. Shall not consolidate with parallel lines.-No railroad or other corporation, or the lessees, purchasers or managers of any railroad corporation, shall consolidate the stock, property or franchises of such corporation with, or lease or purchase the works or franchises of, or in any way control, any railroad corporation owning or having under its control a parallel or competing line; nor shall any officer of such railroad corporation act as an officer of any other railroad corporation owning or having the control of a parallel or competing line. The question whether railroads are parallel or competing lines shall, when demanded, be decided by a jury, as in other civil issues. (q) [New section.] SEC. 18. Colsolidation with foreign companies.—If any railroad company organized under the laws of this state shall consolidate, by sale or otherwise, with any railroad company organized under the laws of any other state, or of the United States, the same shall not thereby become a foreign corporation; but the courts of this state shall retain jurisdiction in all matters which may arise, as if said consolidation had not taken place. In no case shall any consolidation take place, except upon public notice of at least sixty days to all stockholders, in such manner as may be provided by law. [New section.] SEC. 19. Laws retrospective or in aid of corporations forbidden.—The general assembly shall pass no law for the benefit of a railroad or other corporations, or any individual or association of individuals, retrospective in its operation, or which imposes on the people of any county or municipal subdivision of the state, a new liability in respect to transactions or considerations already past. [New section.] SEC. 20. Street railroad, franchise, how granted.-No law shall be passed by the general assembly granting the right to construct and operate a street railroad within any city, town, village, or on any public highway, without first acquiring the consent of the local authorities having control of the street or highway proposed to be occupied by such street railroad; and the franchises so granted shall not be transferred without similar assent first obtained. (r) [New section.] SEC. 21. Railroad corporation, benefit of future legislation.-No railroad corporation in existence at the time of the adoption of this constitution shall have the benefit of any future legislation, except on condition of complete acceptance of all the provisions of this constitution applicable to railroads. [New section.] SEC. 22. Officer of railroad not to be interested in business. No president, director, officer, agent or employe of any railroad company shall be interested, directly or indirectly, in furnishing material or supplies to such company, or in the business of transportation as a common carrier of freight or passengers over the works owned, leased, controlled or worked by such company. [New section.] (q) 135 Mo. 230. (r) 111 Mo. 666; 130 Mo. 10. SEC. 23. Discrimination between companies and individuals. No discrimination in charges or facilities in transportation shall be made between transportation companies and individuals, or in favor of either, by abatement, drawback or otherwise; and no railroad company or any lessee, manager or employe thereof, shall make any preference in furnishing cars or motive power. (s) [New section.] SEC. 24. Free passes, granting to state officers, forfeiture. No railroad or other transportation company shall grant free passes or tickets, or passes or tickets at a discount, to members of the general assembly, or members of the board of equalization, or any state, or county, or municipal officers; and the acceptance of such pass or ticket, by a member of the general assembly, or any such officer, shall be a forfeiture of his office. [New section.] BANKS. SEC. 25. State banks and state owning stock in corporations forbidden.-No state bank shall hereafter be created, nor shall the state own or be liable for any stock in any corporation, or joint stock company, or association for banking purposes, now created or hereafter to be created. [See Const. 1865, Art. 8, Secs. 1 and 2.] SEC. 26. Act creating banks to be submitted to the people. No act of the general assembly authorizing or creating corporations or associations with banking powers (except banks of deposit or discount), nor amendments thereto, shall go into effect, or in any manner be enforced, unless the same shall be submitted to a vote of the qualified voters of the state, at the general election next succeeding the passage of the same, and be approved by a majority of the votes cast at such election. (t) [See Const. 1865, Art. 8, Secs. 1 and 2.] SEC. 27. Banks, insolvent, not to receive deposits. - It shall be a crime, the nature and punishment of which shall be prescribed by law, for any president, director, manager, cashier or other officer of any banking institution, to assent to the reception of deposits, or the creation of debts by such banking institution, after he shall have had knowledge of the fact that it is insolvent, or in failing circumstances; and any such officer, agent or manager shall be individually responsible for such deposits so received, and all such debts so created with his assent. [New section.] (u) (s) City ordinance requiring street railroads to make quarterly reports of number of passengers carried is valid. 14 A. 221. Carriers may charge less than published rates, provided they make no discrimination between shippers. 94 Mo. 453. Railroads cannot grant exclusive or peculiar privileges in the carriage of passengers to and from its depots. 101 Mo. 247. (t) 125 Mo. 43; 144 Mo. 562. (u) 125 Mo. 43; 131 Mo. 464. Prohibitory clause self enforcing. 83 Mo. 488. Private banks. 120 Mo. 479; 13 A. 108. CHAPTER 12. CORPORATIONS, PRIVATE. ARTICLE I-Organization, general powers, duties and liabilities, with incidental matters of practice. II-Railroad companies. III-Street railroads. IV-Railroads-classification-charges-commissioners. V-Macadamized, graded and plank-road companies. VI-Telegraph and telephone companies. VII-Appropriation and valuation of lands taken for telegraph, telephone, graded and plank or railroad purposes. VIII-Banks of deposit and discount. IX-Manufacturing and business companies. X-Mutual saving fund, building and loan associations. XI-Benevolent, religious, scientific, educational and miscellaneous associations. XIII-Savings and safe deposit institutions. XIV-Training schools for minors. XV-Police force and fire department relief associations. XVI-Booming and rafting companies. XVII-Express companies-regulating charges of. XVIII-World's Fair and Centennial Expositions. XIX-Bond investment companies. ARTICLE I. ORGANIZATION, GENERAL POWERS, DUTIES AND LIABILITIES, WITH INCIDENTAL MATTERS OF PRACTICE. SECTION 943. Corporation-term defined. 944. First meeting, how called. 945. Justice of the peace may call meet- 946. Id. Who may preside. 948. Inspectors to take and subscribe 949. Qualifications of voters, how tested -shall not vote, when. 950. Prohibited from voting on hypothecated stock. 951. If election not held on day appointed, to be held, when. 952. Failure to elect directors, effect of. 953. Election of directors, etc.-votes, 954. Directors to appoint officers-cer- 956. In creation and organization, what 957. Directors may open books of subscription, when. what. to 979. Interested persons, appearance and 980. Judgment of dissolution entered, 981. Copy of judgment of dissolution to 982. Conveyances, how made. 983. Directors personally liable, when. 984. Corporations may sue members, when and how. 985. Execution may issue against stockholders, when. 986. Id. Clerk to furnish names, when. 987. Suit may be brought against former stockholders, when. 988. Person aggrieved may apply for redress, when and where. 989. Duty of the court thereupon. 990. Issues may be tried, how. 991. Duty of court in relation to time and mode of trial. 992. Appeal not to operate as a supersedeas, when. 993. Writs of mandamus to be servedpenalty for failure to obey-receiver-fines. 994. Actions against corporations-summons, how issued. 995. Id. How served. 996. Return shall express what. 997. Suits, where commenced. 998. Notices, etc., how served. 999. Notice by publication, when authorized. 1000. Records of corporation when. evidence, 1001. Process on judgment shall be fieri 1016. Failure to receive blanks no ex- 1018. Duty of retiring corporation to re- 1019. 1020. Secretary of state to report summary of the reports to general assembly. 1021. Circuit attorney in St. Louis, duties facias. 1027. 1002. Alias execution to issue, when. 1028. 1029. Provisions and penalties to apply -in what cases. 1030. 1031. Violation made a misdemeanor. 1032. Restorations made-to whom. SEC. 943. Corporation, term defined.-The term "corporation," as used in this chapter, shall be construed to include all joint stock companies or associations having any powers or privileges not possessed by individuals or partnerships. (R. S. 1889, § 2480-a.) SEC. 944. First meeting, how called.-The first meeting of all corporations shall, unless otherwise provided for in their acts of incorporation, be called by a notice, signed by some one or more of the persons named as corporators in the act of incorporation, and setting forth the time, place and purposes of the meeting, and such notice shall, seven days at least before the meeting, be delivered to each (a) "Associations of individuals," generally synonymous with corporation. 118 Mo. 388. See Const. Art. XII, section 11. Corporations are not "citizens" within the meaning of Clause 1, section II, Art IV. of the U. S. Constitution. They are creatures of local law and have not even an absolute right of recognition in other states, depending upon the assent of those states, which may be given upon such terms as they please. 125 U. S. 181; 8 Wall. 168; 94 U. S. 585; 10 Wall. 410. |