corporation, but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly.

amount not

47. Each stockholder of any such corporation formed Stockholders under the provisions of this chapter shall be held individ- able to an ually liable to the creditors of such corporation to an exceeding their amount not exceeding the amount unpaid on the stock unpaid stock. held by him, and no more, for any and all debts and liabilities of such corporation.

Real Estate for the Use of Such Corporations-How Con

demned.

48. If any such corporation shall be unable to agree Real estate; with the owner of any real estate for the purchase thereof how condemned for its corporate purposes, it may have such real estate condemned for such purposes under the provisions of chapter forty-two of this code.

How Corporations May Take Materials from Land.

may take

49. Every such corporation may, by its agent and em- How corporation ployes, enter upon and take from any land adjacent to its material from road, wood, carth, gravel, shale, or stone, necessary to be land. used in constructing its railroad, and in repairing, altering or enlarging the same, as provided in section fourteen of chapter fifty-two of this code, and all the provisions of said section shall be applicable to such proceeding. But if any such tenant, as is mentioned in said section, upon the report of the commissioners being returned to the circuit court, except thereto, and demand that the compensation to which he is entitled be fixed by a jury, How value asthe question shall be tried by a jury, as provided in sec- certained by tion seventeen of chapter forty-two of this code.

General Powers of Corporation.

jury.

of corporation.

aminations and surveys to be

50. Every such corporation formed under this chapter General powers shall, in addition to the powers herein before conferred, have power: First. To cause such examination and survey for its pro- To cause exposed railroad to be made as may be necessary to the selection of the most advantageous route, and for such pur- made. pose, by its officers, agents, engineers or employes, may enter upon the lands or waters of any person or corporation; but subject to responsibility for all damages which may be occasioned thereby.

hold voluntary

Second. To take and hold such voluntary grants of real To take and estate and other property as shall be made to it, in aid of grants of real the construction and use of its railroad, and to sell and estate. convey the same when no longer required for the uses of such railroad, not incompatible with the terms of the original grant.

To purchase,

hold and use real estate.

To lay out road,

one hundred

feet in width.

Third. To purchase, hold and use all such real estate and other property as may be necessary for the construction and use of its railroad, and the stations and accommodations necessary to accomplish the object of its incorporation, and to sell and convey the same when no longer required for the use of such railroad.

Fourth. To lay out its road, not exceeding one hundred not exceeding feet in width, and to construct the same; and for the purpose of excavations and embankments, to take as much more land as may be necessary for the proper construction, repair and security of the railroad; and to cut down. any standing trees that may be in danger of falling upon or obstructing the railroad, making compensation theretor in the manner prescribed by section forty-nine of this chapter.

To change the grade or loca

Fifth. To change the grade or location of its railroad. tion of Its road. for the purpose of avoiding annoyances to the public travel, or dangerous or difficult curves or grades, or unsafe or impracticable and unsubstantial grounds or foundations, or for other like reasonable causes.

To construct its

any stream.

road, etc.

Sirth. To construct its railroad across, along or upon railroad along any stream of water, water course, street, highway, road, street, highway, turnpike or canal, which the route of such railroad shall intersect or touch; but such corporation shall restore the stream, water course, street, highway, road, turnpike or canal, thus intersected or touched, to its former state, or to such state as not unnecessarily to have impaired its Not to authorize usefulness, and to keep such crossing in repair. Nothing in this chapter contained shall be construed to authorize the erection of any bridge or any other obstruction across or over y streak u svigable by steamboats at the place where any rid of other obstruction may be proposed of placere at prevent the navigation of such stream; nor to Suthorize the construction of any railroad upon or

erection of

bridge across navigable streams, etc.

Consent of ity

or town re

quired in cer

Lind cases.

Proviso.

Staff ps to be established at all towns or villages of

hundi Li

habitats.

fuss any street in the inhabited portion of any city or corporated town or village, without the assent of the corporation of such city, town or village; Provided, That any company running its railroad through or within half a mile of a town or village within this state containing three hundred or more inhabitants, shail establish a station for the accomodation of trade and travel of such town more tha three or village; And provided further, That in case of the construction said railroad along highways, roads, turnpikes or enals, such railroad shall either first obtain the consent o ha lawful authorities having control or jurishe same, or condemn the same under the proction 48 of this chapter; And provided further, That no ing in this chapter shall be construed to authorincorporation of any railroad company, the purid effect of which is to connect two other railroads, two railroads in and thereby abandon as through routes any city or town of this state, which is the terminus of either or both of

Provas to construction of road log highways, reds, turnpikes and on als

Con eat of

lawiul

401 rities

required.

diction

visions

Connection of p

certain cases

prohibited.

1

said railroads, without the consent of such city or town. Seventh. To cross at grade, or to cross over or under, To cross or unite with any other intersect, join and unite its railroad with any other rail- railroad. road now built and constructed, or hereafter to be built and constructed within this state, at any point on its route, and upon the grounds of such other railroad company, with the necessary turnouts, sidings and switches, and other conveniences in furtherance of the objects of its connections, and every corporation whose railroad is, or shall be hereafter, intersected by any new railroad, shall unite with the corporation owning such new railroad in forming such intersection and connections, and grant the facilities aforesaid; and, if the two corporations cannot In case of disaagree upon the amount of compensation to be made there-greement as to for, or the points and manner of such crossing and con- and point of nections, the same shall be ascertained and determined in determined. the manner prescribed by section forty-eight of this

chapter.

compensation

connection, how

convey persons

Eighth. To receive and convey persons and property on To receive and its railroad by the power and force of steam or animals, and property by or by any mechanical power.

steam or mechanical

To erect build

etc.. for use of

Ninth. To erect and maintain all necessary and conve- power, or by nient buildings and stations, fixtures and machinery for animals. such connections, constructions, transfer, accommodation ings ixtures, and use of passengers, freights and business interests, or road. which may be necessary for the construction or operation and repair of said railroad, its track, roadway and machinery.

To regulate the

Tenth. To regulate the time and manner in which pass time and manengers and property shall be transported, and the com- ner of transportpensation to be paid therefor, subject, nevertheless, to the ing passengers provisions of any law that has been or may be hereafter

enacted.

and property.

monney and

property and

holders re

Eleventh. From time to time to borrow such sums of To borrow money as may be necessary for completing, finishing, im- issue bonds, etc. proving or operating any such railroad; and to issue bonds, bills of credit, or indebtedness and preferred stock, and dispose of the same, for any amount so borrowed; and to mortgage its corporate property and franchises, to secure May mortgage the payment of any debt contracted by such corporation franchises. for the purposes aforesaid; but the concurrence of the Assent of stockholders of two-thirds in amount of the stock of such cor quired. poration, to be expressed in the manner and under all the conditions provided in section forty-five of this chapter, shall be necessary to the validity of any such mortgage; and the order or resolution for such mortgage shall be recorded as provided in section thirty five of this chapter; and the directors of such corporation shall be empowered, in pursuance of any such order or resolution, to confer on any holder of any bond for money so borrowed as aforesaid, the right to convert the principal due or Bonds convertiowing thereon into stock of such corporation, at any time ble into stock.

for such conver

Limit as to time not exceeding ten years after the date of such bond, under such regulations as may be provided in the by-laws of such corporation.

sion.

To mortgage its property or franchises to

Twelfth. To mortgage its property, real and personal, and its franchises, to secure any bonds or stock issued by secure bonds or such corporation for any of the purposes designated in the fifty-second section of this chapter.

stocks.

Rolling stock to be personal

Rolling Stock, etc., to be Personal Property, etc.

51. The rolling stock, and all other movable property property, etc. belonging to any such corporation, shall be considered. personal property, and shall be liable to execution and sale in the same manner as the personal property of individuals.

Issue of stock or. bonds in cer

hibited.

Issue of Stocks, Bonds, etc.- When Void.

52. No such corporation shall issue any stock or bonds, tain cases pro- except for money, labor, property and materials actually purchased, received and applied to the purposes for which such corporation was organized; nor shall it issue any stock, or declare any stock dividends, except for money, labor, property, or materials so received and applied, or for amounts of money not exceeding the net earning of such corporation, which shall have been actually and in good faith applied and invested in and for the purpose for which such corporation was organized. All stock diviStock dividends dends, and other fictitious increase of the capital stock or indebtedness of any such incorporations, shall be void.

void.

Parallel compet

ing lines not to

without consent

Consolidation of Stock with Other Roads, etc.-Leasing, etc.

53. No railroad corporations shall consolidate its capital be consolidated stock with any other railroad running parallel, or comof legislature. peting line, without the consent of the legislature; but any railroad corporation may merge, or consolidate with, or lease its railroad for a term of years, to any other corporation owning or operating any connecting line of railException as to road wholly or partly within this state, in order to make continuous line. a continuous line of railroad to be run and operated with

May change

name.

Notice requered.

or without change of cars, or break of bulk, or exchange or transfer of passengers or freight; and may sell to or purchase such connecting line of railroad. and may adopt another name for their said road thus merged, consolidated or connected, by filing in the office of the secretary of state a declaration of the adoption of such other name, and publishing such declaration, for sixty days, in all newspapers published along the line of such railroad. But such merger, consolidation or sale shall be made only upon such terms and conditions as shall be agreed to by a majority of the stockholders in each of the companies. so merging, consolidating, selling or purchasing; Provided,

Suits at law not

solidation of

That such merger or consolidation shall not invalidate any to be invalaction, suit, claim or demand against any or either of the idated by concompanies who are parties thereto; and any such action, roads suit, claim or demand shall be held to be in full force against the company owning such consolidation or merged line of railroad. And in no case shall any consolidation take place, except after sixty days' notice thereof, which notice shall be given in the manner prescribed in section forty-five of this chapter; Provided, That this section shall Not to apply to not apply to the Baltimore and Ohio railroad and the Ohio and North Northwestern Virginia railroad so as to enlarge any pow-in railroads. ers or privileges which either of said railroads now pos

sess.

Directors to Report to Auditor.

Baltimore and

Western Virgin.

port to auditor.

54. The directors of every such corporation, shall an- Directors to renually make a report, under oath to the auditor of public accounts of this state, and to such other officers as may be designated by law, of all its actings and doings; which report shall include such matters relating to such corporations as may have been, or may be hereafter prescribed by law.

Powers Reserved to the Legislature.

lature to correct

55. The legislature shall have power to enact, from Power of legistime to time, laws to prevent and correct abuses and pre-abuses. vent unjust discriminations and extortions in the rates of freight and passenger tariff, and to establish reasonable maxium of rates of charges for the transportation of persons or property on any railroad that may be constructed under the provisions of this chapter, and to enforce such laws by adequate penalties,

Number of Votes each Stockholder is Entitled to-Cumulative

Voting.

Election of

how.

56. In all elections for directors and managers of such railroad corporations, every stockholder shall have the directors, and right to vote in person or by proxy, for the number of shares of stock owned by him, for as many persons as there are directors or managers to be elected, or to cumulate said shares and give one candidate as many votes as Cumulative the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them, on the same principle, among as many candidates as he may think fit; and such directors or managers shall not be elected in any other manner.

Subscriptions by Counties, etc., to the Capital Stock of such
Railroad Corporations.

voting.

County, district, city or town

57. Subscriptions to the capital stock of any such corporation may be made by any county, or any district subscriptions; therein, or any incorporated city, town or village through,

how authorized.