only by act of the general court. The associates may from time to time, at a meeting called for the purpose, reduce the amount of the capital stock, but not below the limit prescribed in the preceding section; and they may, in like manner, change the gauge of their road to the other gauge allowed by said section. The directors shall be Directors. subscribers to the articles of association, and a majority of them shall be inhabitants of this commonwealth. They shall appoint a clerk to keep a record of their doings, and a treasurer, who shall hold their respective offices until a clerk and treasurer of the corporation are chosen. The directors may fill any vacancy in their board, or in the office of clerk or treasurer, before the establishment of the corporation. Publication of Articles. SECTION 37. The directors shall cause a copy of the articles of association to be published in one or more newspapers in each county in which the road is proposed to be located, at least once a week for three successive weeks, and shall also cause a copy of said articles to be posted in each city or town in which the road is proposed to be located, at least three weeks before proceeding to fix its route. The sworn certificate of the clerk shall be evidence of the posting and publication. Fixing the Route. 17 to publish articles before proceeding to fix route. 1874, 372, § 22. See 1882, 265. to prepare obtain report of map of route, engineer, etc. 124 Mass. 375. 15; c. 87, § 3; c. 207, § 51. See §§ 118, 139. SECTION 38. The directors shall prepare a map of the proposed route on an appropriate scale, with a profile thereof on a vertical scale of ten to one as compared with the horizontal scale, and shall 1874, 372, § 23. procure the report of a skilful engineer, based on actual examination See c. 54, §§ 13, and survey, showing the kind and amount of excavation, filling, bridging, and masonry required, the proposed grades, the number of highways and other railroads, if any, and of navigable streams and tide-waters, if any, to be crossed, and the manner proposed for crossing the same, the general profile of the surface of the country through which the road will pass, the feasibility of the route, the manner of constructing the road, and a detailed estimate of the cost of construction. § 10. 1882, 265, § 4. Acts of 1882, Chapter 265, §§ 1, 3, 5. An Act relative to the Establishment of Railroad Corporations. SECTION 1. When articles of association have been entered into under Certificate of public exigency. section thirty-four of chapter one hundred and twelve of the Public Statutes with the intention of forming a railroad corporation, and proceedings have been had under sections thirty-four, thirty-five, thirty-six, thirty-seven and thirty-eight of said chapter, the directors named in such articles of association shall, within thirty days after the first publication thereof in accordance with section thirty-seven of said chapter, apply to the board of railroad commissioners for a certificate that public convenience and necessity require the construction of a railroad as proposed in such articles of association. If a certificate is granted by said board, proceedings may be continued as now provided by law; if a certificate is refused, no further FIXING THE ROUTE. proceedings shall be had, but the application may be renewed after one year from the date of such refusal. SECTION 3. The provisions of this act shall not apply to any railroad corporation acting under the authority of a special act of the legislature, nor to any proceedings under chapter two hundred and fifty-two of the acts of the year eighteen hundred and eighty; but the provisions hereof shall apply to any railroad corporation acting under section one hundred and thirty-nine of chapter one hundred and twelve of the Public Statutes. Nothing hereinbefore contained shall invalidate any proceedings already had under sections thirty-four to forty, inclusive, of chapter one hundred and twelve of the Public Statutes, or shall prevent persons already associated and acting under such sections from exercising the same rights and powers as if this act had not been passed; but all articles of association heretofore entered into under the provisions of sections thirty-four to thirtyseven, inclusive, of said chapter one hundred and twelve, but under which no certificate of incorporation has yet been issued in accordance with section forty-four of said chapter, shall be filed with the board of railroad commissioners within thirty days after the passage of this act. SECTION 5. This act shall take effect upon its passage. [Approved May 26, 1882. SECTION 39. The directors shall submit said map and report to the mayor and aldermen of every city and to the selectmen of every town named in the articles of association; and such mayor and aldermen or selectmen shall thereupon appoint a place and time for a hearing, of which notice shall be given by publication in one or more newspapers published in the county for two successive weeks, the last publication to be at least two days prior to the hearing, and by posting copies of the notice in two or more public places in the city or town at least two weeks before such hearing. SECTION 40. When the mayor and aldermen of a city or the selectmen of a town named in the articles of association, after such notice, exhibition of the map, and hearing, agree with the directors as to the proposed route or as to any route of their railroad in said city or town, such agreement shall fix the same; and said mayor and aldermen or selectmen shall sign and give to the directors a certificate setting forth such route. SECTION 41. When they fail so to agree, the directors may petition the board to fix the route in said city or town; and in such case the board, after due notice to said mayor and aldermen or selectmen, shall hear the parties and fix the route in such city or town, and make a certificate setting forth the route as fixed by it, and the same shall be certified by its clerk to the directors. The costs of the petition shall be paid by the directors. All variations from the route first proposed shall be made upon the map. SECTION 42. The route fixed under the two preceding sections may include such spurs, branches, and connecting and terminal tracks in any city or town as may be necessary to enable the corporation conveniently to collect and deliver passengers and freight therein; but no such branch, spur, or connecting or terminal track shall be laid longitudinally within the limits of a public way, without the consent CERTIFICATE OF INCORPORATION. of the mayor and aldermen or the selectmen, who in giving such consent may impose such conditions as to the location, construction, and use thereof as may be agreed upon between themselves and the directors. Corporations owning or operating any such tracks so laid longitudinally in a public way shall, in respect to the same, be liable to the city or town for all loss or damage caused thereto by the construction and use of such tracks, and by the negligence or default of the agents or workmen of such corporations thereon. association, 19 to be submitted SECTION 43. When the amount of capital stock named in section Articles of thirty-five has been subscribed to the articles of association in good certificates, etc., faith by responsible parties, and at least ten per cent. of the par value to board. 1874, 372, § 28. of each share thereof has been actually paid in cash to the treasurer, the directors, clerk, and treasurer shall indorse upon the articles of association or annex thereto their certificate setting forth these facts, and that it is intended in good faith to locate, construct, maintain, and operate the railroad upon the route fixed, and shall also annex to said articles the certificate of publication mentioned in section thirty-seven and the several certificates fixing the route, and shall present the same for inspection to the board, and shall at the same time deposit in the office of the board the report of the engineer and the map. Certificate of Incorporation. ments of law plied with, etc. 1874, 372, § 29. 1881, 161. have been com See § 34. SECTION 44. When it is shown to the satisfaction of the board that Board to certify that requirethe requirements of this chapter preliminary to the establishment of a corporation have been complied with, and that a sum sufficient in its judgment to pay all damages immediate or consequential that may be occasioned by laying out, making, and maintaining the railroad, or by taking any land or materials therefor, has in good faith been paid in cash to the treasurer, and when said board is satisfied, by a bond or such other assurance of good faith in the premises as it may deem necessary and require, that said sum will remain in the hands of said treasurer until it is drawn out for the lawful expenditures of the corporation, the clerk of the board, upon its order, shall indorse upon the articles of association or annex thereto a certificate stating that such requirements appear to have been complied with. The directors shall thereupon file the articles of association, Articles and with all the certificates indorsed thereon or annexed thereto, in the filed with secoffice of the secretary of the commonwealth; who, upon the pay- shall issue cerment to him of a fee of fifty dollars, shall record the articles of tificate of incorassociation and certificates indorsed thereon in a book to be kept for 1882, 265, § 2. that purpose, and shall issue a certificate substantially in the following form: COMMONWEALTH OF MASSACHUSETTS. certificates to be retary, who poration. Amended. certificate Be it known that whereas [names of the subscribers to the articles of Form of association] have associated themselves with the intention of forming a corporation under the name of the [name of the corporation], for the purpose of locating, constructing, maintaining, and operating a railroad [de 20 ORGANIZING THE CORPORATION. scription of the road as in the articles of association], and have complied with the statutes of this commonwealth in such cases made and provided: now, therefore, I [name of the secretary], secretary of the Commonwealth of Massachusetts, do hereby certify that the persons aforesaid, their associates and successors, are legally established as a corporation under the name of the [name of the corporation], with all the powers and privileges, and subject to all the duties, liabilities, and restrictions, set forth in all general laws which now are or hereafter may be in force relating to railroad corporations. In witness whereof, I have hereunto subscribed my official signature, and affixed the seal of said commonwealth, this , in the year day of Record of certificate. The certificate shall be recorded with the articles of association; and the original certificate or a certified copy of the record thereof shall be conclusive evidence of the establishment of the corporation at the date of such certificate. Certificate of incorporation must issue Acts of 1882, Chapter 265, § 2. An Act relative to the Establishment of Railroad Corporations. SECTION 2. The articles of association for the purpose of forming a railroad corporation, and all proceedings thereunder, including the fixing within one year, of the route, shall be null and void unless the certificate of incorporation is issued within one year from the time the route is fixed as provided by law. etc. Organization, etc. 1874, 372, § 30. 1878, 215. 1879, 156. First meeting. Capital stock. Gauge. Organizing the Corporation. SECTION 45. Upon the issue of such certificate of establishment, the corporation may organize; and, upon compliance with sections eightyfive and eighty-six, may locate its railroad upon the route fixed, and may construct, maintain, and operate the same in the manner hereinafter prescribed, subject to the following special provisions: First, The first meeting shall be called by a notice signed by a majority of the directors, stating the time, place, and purpose of such meeting; and the clerk shall, seven days at least before the day appointed therefor, deliver to each subscriber, or leave at his usual place of business or residence, or deposit in the post-office, prepaid, and directed to him at his post-office address, a copy of such notice. The clerk shall make an affidavit of his doings in regard thereto, which shall be recorded with the records of the corporation. Second, If the capital stock fixed in the articles of association is found to be insufficient for the construction and equipment of the railroad, the corporation at a meeting called for the purpose may increase the same, from time to time, to the amount necessary for those purposes. It may in like manner reduce the amount of the capital stock, but not below the limit prescribed in section thirty-five; and may in like manner, but subject to the provisions of the fifth clause of this section, change the gauge to the other authorized gauge. If such increase or reduction of capital or change of gauge is made, CITY AND TOWN SUBSCRIPTIONS. a certificate of the fact shall within thirty days thereafter be filed in the office of the secretary of the commonwealth. 21 Third, If such corporation does not begin the construction of its Construction, when to begin road, and expend thereon at least ten per cent of the amount of its and be completed. original capital stock within two years after the date of its certificate of establishment, and does not complete its road and open the same for use within four years after said date, its corporate powers and existence shall cease. roads. change of, to broad-gauge. 1879, 156. Fourth, No corporation having a railroad of the gauge of three Narrow-gauge feet shall commence running its trains until its paid-up capital stock is equal to at least one-half of its cost, including equipment. Fifth, No corporation organized to construct its road on a gauge of three feet shall change such gauge to four feet eight and a half Conditions, etc. inches, without complying with all provisions of law in relation to the capital stock of roads of the gauge last named; and the fact that such provisions have been complied with shall be shown to the satisfaction of the board, and indorsed by its clerk upon the certificate of such change of gauge, before the filing of the same in the office of the secretary. CITY AND TOWN SUBSCRIPTIONS TO CAPITAL STOCK. may take stock poration. 1876, 175. 138 Mass. 286. SECTION 46. Any town within which the road of a railroad corpo- City or town ration organized after the first day of February in the year eighteen in railroad corhundred and seventy-five, or the road of a railroad corporation then 1874, 372, § 35. existing and whose road was not then constructed, is located or See $49. terminates, and any such city having by the census of the year eigh- 156 Mass. 70. teen hundred and seventy less than thirty thousand inhabitants, may subscribe for and hold shares of the capital stock or the securities of any or all such corporations, to an amount not exceeding, for the aggregate in all such corporations, two per cent of the valuation of such city or town for the year in which the subscription is made; and any such town having a valuation not exceeding three millions of dollars may so subscribe for and hold the securities of such corporations or either of them, to an additional amount not exceeding one per cent of the valuation of such town in the year in which the subscription is made: provided, that two-thirds of the legal voters in such Proviso. city or town, present and voting by ballot and using the check-list, at legal meetings called for the purpose and held in like manner as the meetings for the choice of municipal officers are held therein, vote so to subscribe. Nothing in this section shall be construed to authorize a city or town to make subscriptions to a greater amount than is authorized by section nineteen of chapter twenty-nine. Public Statutes, Chapter 27, § 99. transmit copy of vote of sub SECTION 99. The town clerk shall transmit to the secretary of the com- Town clerk to monwealth and to the board of railroad commissioners a certified copy of any vote of the town to subscribe for the stock of a railroad company, or to scription, etc. pledge its credit or grant aid to the same, within thirty days from the day 1870, 64. |