G. S. 63, § 16. P. S. 112, § 32. R. L. 111, § 33. preceding section, shall specify the several cities and towns R. S. 39, § 48. through which the railroad may pass, and shall otherwise designate the route thereof with as much certainty as the nature of the case will admit. railroads to be located, etc., chapter. under this 1874, 372, § 33. 2,263, § 33. R. L. 111, § 34. 1882, 3. SECTION 12. The route of the railroad of a corporation Chartered established by special charter, and of its branches and extensions, shall be fixed according to the provisions of sections twenty and twenty-one except so far as they may have been fixed by special statute; and such railroad, branches and extensions shall be located and constructed according to the provisions of this chapter regulating the location and construction of railroads by corporations incorporated under general laws, except that section eighteen shall not apply, if authority so to locate and construct has been granted by special act of the general court. INCORPORATION UNDER GENERAL LAWS. Formation. of railroad SECTION 13. Fifteen or more persons may associate Incorporation themselves by a written agreement of association with the corporations. intention of forming a railroad corporation. 1872, 53, § 1. 1874, 372, § 19. P. S. 112, § 34. shall Agreement of association. 1872, 53, § 2. 1874, 298; 372, § 20. (a) That the subscribers thereto associate themselves 1878, 236, § 1. with the intention of forming a railroad corporation. (b) The corporate name assumed, which shall be one not in use by any other railroad corporation in this commonwealth, or, in the judgment of the board of railroad commissioners, so similar thereto as to be likely to be mistaken for it, and which shall contain the words, "railroad corporation ", at the end thereof. (c) The termini of the railroad. (d) The length of the railroad,, as nearly as may be. (e) The name of each county, city and town in which the railroad is to be located. P. S. 112, § 35. Associates' authority. 1872, 53, §§ 3, 4. 1874, 372, § 21. (f) The gauge of the railroad, which shall be either four feet eight and one-half inches, or three feet. (g) The total amount of the capital stock of the corporation, which shall be not less than ten thousand dollars for each mile, if the gauge is four feet eight and one-half inches, and not less than five thousand dollars for each mile, if the gauge is three feet. (h) The par value of the shares, which shall be one hundred dollars. (i) The names and residences of at least five persons, who shall be subscribers to the agreement of association, to act as directors until others are chosen and qualified in their stead. Each associate shall subscribe to the agreement of association his name, residence, post-office address, and the number of shares of stock which he agrees to take; but no subscriber shall be bound to pay more than ten per cent of the amount of his subscription unless a corporation is incorporated. SECTION 15. The associates may from time to time, at a meeting called for the purpose, reduce the amount R. L. 111, § 37. of the capital stock, but not below the limit prescribed in P. S. 112, § 36. Publication of agreement 1872, 53, § 5. 1874, 372, § 22. P. S. 112, 37. R. L. 111, § 38. the preceding section; and they may, in like manner, change the gauge of their railroad to the other gauge allowed by said section. The directors shall appoint a clerk and a treasurer, who shall hold their respective offices until a clerk and a treasurer of the corporation are chosen and qualified in their stead. The directors shall fill any vacancy in their board, or in the office of clerk or treasurer, before the organization of the corporation. SECTION 16. The directors, before fixing the route of of association. the railroad as hereinafter provided, shall cause a copy of the agreement of association to be published in a newspaper, if any, published in each of the cities and towns in which the railroad is to be located, and if, in any county, a newspaper is published in none of said cities and towns therein, in such newspaper published in said county as report of estimates. shall be designated by the board of railroad commissioners, at least once in each of three successive weeks; and, three weeks before fixing said route, shall also cause a copy of said agreement to be posted in two or more public places in each of said cities and towns in which said railroad is to be located; and the sworn certificate of the clerk shall be conclusive evidence of such publication and posting. SECTION 17. The directors shall prepare a map of the Map of route, route on an appropriate scale, with a profile thereof on a engineer and vertical scale of ten to one as compared with the hori- 1872, 53, § 6; zontal scale, and shall procure the report of a competent engineer, based on actual examination and survey, showing the kind and amount of excavation, filling, bridging and masonry required, the grades, the number of highways and of other railroads, and of navigable streams and tide waters, to be crossed, and the manner of crossing the same, the general profile of the surface of the country through which the railroad is to pass, the feasibility of the route, the manner of constructing the railroad, and a detailed estimate of the cost of construction. 180, § 3. Ps. 112, § 38. R. L. 111, § 39. 124 Mass. 375. of public exigency. 188286, § 1. R. L. 111, § 40. SECTION 18. After compliance with the provisions of Certificate sections thirteen to sixteen, inclusive, and within thirty days after the first publication of notice of the agreement of association therein required, the directors therein named shall 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 agreement. If said board refuses to issue such certificate, no further proceedings shall be had, but the application may be renewed after one year from the date of such refusal. Submission of board of alderasso- 1874, 372, 24. map, etc., to SECTION 19. The directors shall submit said map and report to the board of aldermen of every city and to the selectmen of every town named in the agreement of ciation, who shall thereupon appoint a time and place for a hearing, of which notice shall be given by publication in a newspaper published in said city or town, or if none is published therein, in such newspaper published in the men, etc. 1873, 121, § 2. P. S. 112, § 39. R. L. 111, § 41. county in which said city or town is situated as shall be designated by the board of railroad commissioners, at least once in each of two successive weeks, the last publication to be at least two days before the hearing; and by posting copies of said notice in two or more public places in said city or town at least two weeks before such hearing. SECTION 20. If the board of aldermen of a city or the selectmen of a town named in the agreement of association, P. S. 112, § 40. after such notice, exhibition of the map and the hearing, agree with the directors as to the said route or as to any route of the railroad in said city or town, they shall in such agreement fix the route, and sign and give to the directors a certificate setting it forth. Route may be agreed upon. 1872, 53, § 7; 180, § 3. 1874, 372, § 25. R. L. 111, § 42. 124 Mass. 376. fixed by board of railroad com cases. 1872, 53, § 8; 180, § 3. 1874, 372, § 26. P. S. 112, § 41. SECTION 21. If they fail so to agree, the directors may missioners in petition the board of railroad commissioners to fix the route in said city or town; and said board, after notice to said board of aldermen or selectmen, shall hear the parties, R. L. 111, § 43. and fix the route in such city or town, and make a certificate setting forth the route as fixed by it, which 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. 124 Mass. 376. Spurs and branches. 1873, 121, § 3. 1874, 372, § 27. P. S. 112, § 42. 124 Mass. 376. SECTION 22. The route fixed under the provisions of the two preceding sections may include such spurs, R. L. 111, 44. 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 branches, spurs or connecting or terminal tracks shall be laid longitudinally within the limits of a public way without the consent of the board of 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. A corporation which owns or operates any such tracks so laid longitudinally in a public way shall, in respect of the same, be liable to the city or town for all loss or damage caused to it by the construction and use of such tracks and by the negligence or default of the agents or workmen of such corporation on such way. the map and deposited with board of report to be railroad com missioners. cash 1872, 53, § 9. 1874, 372, § 28. shall P. S. 112, § 43. R. L. 111, § 45. incorporation. 1872, 53, $199. 1874, 372, § 1881, 161. P. S. 112, § 44. R. L. 111, § 46. SECTION 23. When the amount of capital stock named Certificate, in the agreement of association has been subscribed in good faith by responsible persons, and ten per cent of par value of each share has been actually paid in to the treasurer, the directors, clerk and treasurer annex to the agreement of association 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, shall also annex to said agreement the certificate of publication specified in section sixteen, and the several certificates fixing the route, shall present the same for inspection to the board of railroad commissioners, and shall at the same time deposit in the office of said board the report of the engineer and the map. SECTION 24. When it is shown to the satisfaction of Certificate of the board of railroad commissioners that the requirements of this chapter preliminary to the incorporation of a railroad corporation have been complied with, and that an amount sufficient in its judgment to pay all damages immediate or consequential which 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 as it may consider necessary and require, that said amount will remain in the hands of said treasurer until it is drawn out for the lawful expenditures of the corporation, the clerk of said board, upon its order, shall annex to the agreement of association a certificate stating that such requirements have been complied with. The directors shall thereupon file the agreement of association, with all the certificates annexed thereto, in the office of the secretary of the commonwealth; who, upon the payment to him of a fee of fifty dollars, shall receive and preserve the same in form convenient for reference and open to public inspec |