law in the same manner as railroads of this State in like cases ; and the corporation owning the same shall be subject to all duties in respect thereto imposed by law, and to be sued and may sue, in all cases, and in the same manner as a corporation of this State might be sued or might sue. SEC. 8. Railroads, and other property mortgaged therewith by said railroad companies, may, if the Court deem it expedient, be sold without appraisement at judicial sales, under judgments upon such mortgage; but in such case, in order to prevent sacrifices, and protect the interests of all concerned, the Court shall fix a minimum sum, below which no such sale shall be made; and, in order to fix that amount, the Court may, if it deem it expedient to do so, refer the subject to a Master, with instructions to take testimony and report upon the same. SEC. 9. That in regard to bonds or stock, held by the State of Ohio, counties, townships, cities, villages, or other municipal corporations, or otherwise held in a fiduciary capacity, the Governor, County Commissioners, Trustees, Council, or other corporate body representing the State, municipal corporation, or persons holding in a fiduciary capacity, as executors, administrators, guardians or otherwise, shall be, and they are hereby authorized to become parties to such agreement, and to control, exchange, or manage said bonds or stock according to the terms of the agreement, and to take and receive new bonds or stock to be issued in lieu of the original bonds or stock, which shall be held on the same terms and subject to all liens which attached to said original bonds or stock. SEC. 10. That any association or company of persons which has heretofore come into possession of the road and other property of any railroad company within this State, by purchase under judicial proceedings, and in pursuance of any agreement for the capitalization of the debts and stock of such railroad company, (to which a majority in interest of the creditors and of the stockholders of such railroad company were parties), and which may now be reorganized under any law of this State, may accept of the provisions of this act, by a vote of a majority interest of its stockholders under such reorganization, at any meeting convened upon notice for that purpose; and, upon such acceptance, may re organize, as provided in this act; and such re-organized company shall be invested with all the powers, privileges and immunities conferred, and subject to all the restrictions imposed by this act, to the same extent as if such reorganization had been originally under this act; and a copy of the resolution of acceptance, as aforesaid, attested by the signature of the president and the seal of the corporation, shall be filed in the Office of the Secretary of State, and a copy thereof, duly authenticated by him under the great seal of this State, shall be due evidence of such acceptance; and all stockholders and creditors who have not participated in the agreement for capitalization, heretofore made, still have the right to participate in the benefits of such agreement, at or before the meeting which shall be convened upon notice for the purpose of accepting the provisions of this act, as provided in this section, in the same manner, and to the same extent, as if they had participated in and accepted of the terms of such agreement for capitalization, in the manner provided by any law under which such capitalization has heretofore taken place. SEC. 11. This act shall take effect from and after its passage. ED. A. PARROT, Speaker pro tem. of the House of Representatives. President of the Senate. ROB'T. C. KIRK, Passed April 11th, 1861, SECRETARY OF STATE'S OFFICE, } I, ADDISON P. RUSSELL, Secretary of State of the State of Ohio, do hereby certify the foregoing to be a correct copy of the original roll, now on file in this office. The Great Seal of the State of Ohio. 1802. IN TESTIMONY WHEREOF, I do hereunto subscribe my name, and affix the Great Seal of the State of Ohio, at Columbus, on the day and year of the date hereof. A. P. RUSSELL, Secretary of State. ! AN ACT, Supplementary to an Act entitled "An Act to provide for the Creation and Regulation of Incorporated Companies in the State of Ohio," passed May 1st, 1852. SECTION 1. Be it enacted by the General Assembly of the State of Ohio, That the purchaser or purchasers of any railroad, situate wholly or partly within this State, which has been sold pursuant to judicial order, judgment or decree, or to such order, judgment or decree and express power, or the survivor or survivors, or the assigns of such purchaser or purchasers, may acquire the franchise to be a corporation originally vested in the company which held the said railroad prior to such sale, by grant of said company, under such terms and conditions as may be agreed upon by the directors of such company, with the consent of the stockholders owning two-thirds of the stock; which grant, being in the same form as is by law required to convey real estate, shall be effectual to pass the said franchise to the persons or company which shall have become the owners by purchase or assignment as aforesaid of such railroad: Provided, that no grant shall be made as aforesaid, unless provision shall be made for granting to the stockholders in the original comprny stock in the reorganized company upon equal terms with the stockholders thereof, and as shall be acceptable to the directors making such grant. SEC. 2. This Act shall take effect from and after its passage. APRIL 4, 1863. JAMES R. HUBBELL, Speaker of the House of Representatives. P. HITCHCOCK, President pro tem of the Senate. Note. Since the publication of the former collection of laws, and the execution of the lease to the Pennsylvania Railroad Company, the question has been raised in Ohio, by information in the nature of quo warranto, whether this Company (the Pittsburgh, Fort Wayne and Chicago Railway Company) is in fact a corporation of that State, and it has been decided that it is not, but is entitled to maintain and operate its railroad within the State by virtue of the powers and authorities granted by the ! 1 other States in that behalf. The following is the Opinion of the Court: THE STATE OF OHIO agt. THE PITTSBURGH, FORT WAYNE AND WELCH, C. J.: This proceeding, as we understand the case, is not merely against the three defendants named upon the record, but against all the officers, stockholders, and other individuals, claiming to constitute the Pittsburgh, Fort Wayne and Chicago Railway Company. And we understand the information, as charging the defendants, not only with usurping and unlawfully exercising the franchise of being a corporation under and by virtue of the laws of Ohio, and as such unlawfully exercising and using the various liberties and franchises mentioned in the information, but also, with usurping the franchise of being a foreign corporation, and, as such foreign corporation, unlawfully exercising and using the same liberties and franchises, within this State. The plea interposed stands in the names of three defendants named upon the record. In this, the persons so named say, that they are directors of the corporation, and they assert its legal existence and its full right to use the franchises in question. But they neither admit nor deny the charge that they assume to be members of the corporation, otherwise than by admitting that they assume to act as its directors. Under this state of pleading, and in the absence of evidence to the contrary, we must regard the directors as claiming to be members of the corporation, and consider their plea as a plea on behalf of all the defendants. 66 The claim set up by the defendants is, that they are a corporation," created and existing under and by virtue of "the laws of the States of Ohio, Pennsylvania, Indiana, and Illinois," and, as such, authorized by said laws, to exercise and use all the said franchises and privileges. By this we do not understand, as the counsel for the State seems to do, that the defendants claim to be incorporated by the joint legislation of the States named, but that they claim to be a single organization of individuals, under the name of the Pittsburgh, Fort Wayne and Chicago Railway Company, to whom these States have severally granted similar corporate powers and franchises; and they, therefore, claim to have in Ohio all the rights and powers both of a domestic and of a foreign corporation, and, as either, or both, the right to exercise and enjoy the franchises and privileges which they are charged with so usurping, namely, the franchises and privileges of owning, operating and maintaining their railroad in Ohio. If the defendants are a corporation created by the laws of Ohio, it is admitted that they have all the rights and powers in question. It seems, also, to be admitted in the agreed statement, and in the argument of counsel, though the contrary would appear to be asserted in the information, that the defendants are a foreign corporation, at least a corporation of the State of Pennsylvania. The questions to be decided therefore, are: 1. Is the Pittsburgh, Fort Wayne and Chicago Railway Company a corporation of Ohio. 2. If not such corporation, has it the right and power, as a foreign corporation, to own, operate and maintain its road in Ohio, and for that purpose to use and enjoy the privileges and franchises specified in the information. We will consider these two questions in their order. 1. Are the defendants an Ohio corporation? Their claim is, that the consolidated Company, the Pittsburgh, Fort Wayne and Chicago Railroad Company was an Ohio corporation, and that its charter, "its franchises to be," or right of existence has passed to or become vested in the defendants, by virtue of the deed made under the Act of April 4th, 1863. Unless this act, and the deed made under it, are sufficient and effectual so to transfer or vest the charter of the consolidated Company, it is quite unnecessary to inquire whether that Company was or is a legal corporation of Ohio, and we are saved the necessity of considering the various questions, made and argued by counsel, touching the legality of the consolidation, and of the proceedings preliminary and antecedent thereto. Assuming then, for the present-what I believe to be the fact -that the Pittsburgh, Fort Wayne and Chicago Railroad Com |