Appointment of subordinates.

Expenses for travel, etc.

may deem proper, who shall in the conduct of litigation and court proceedings act under the direction of the attorney-general. The commission may appoint or employ such engineers, accountants, statisticians, bureau chiefs and division heads, assistants, inspectors, clerks, and other subordinates as it may deem advisable, on such terms of office or employment and at such salaries as it may deem proper. The commission may expend such sums to procure opinions, advice, plans, surveys, appraisals, audits, examinations, statistics, information, apparatus, instruments, books, tables, maps, drawings, supplies and sundries, and for travel within or without the commonwealth and expense incidental thereto as it may from time to time deem requisite in the performance of its duties. The commission may, from any appropriations authorized by the general court for the use of the commission, expend such sums as it deems necessary in the performance of its duties under the provisions of this act. The provisions of chapter two hundred and forty-five of the acts of the year nineteen hundred and seven, relative to experts and inspectors of the commission, shall apply to the appointment, employment or continuance in office of any officer or employee of the commission whose salary or Compensation. compensation is in excess of twelve hundred dollars per annum. The commission may assign to all officers and employees by it appointed or employed such functions and such rank as it shall from time to time deem advisable; but everything done by any such officer or employee shall be subject to the control of, and revision by, the commission. The commission may from time to time cause to be made a compilation of the statutes of this commonwealth relating to common carriers, with annotations.

Experts and inspectors.

Compilation of statutes relating to

common

carriers.

Rates, etc., of common carriers.

Commission

may petition interstate commerce

commission.

May confer, etc., with boards of

other states.

SECTION 10. The commission may inquire into the rates, charges, regulations, practices, equipment and services of common carriers in this commonwealth, and elsewhere, rendering any service of a kind subject to its jurisdiction. It may be represented at any public hearings before any legislative committee or public board in this commonwealth, or of any other state or of the United States, with respect to any proposed legislation or action by public authorities within or without the commonwealth affecting any public service within the commonwealth subject to its supervision, whenever in its opinion such representation is desirable in the interests of this commonwealth. It may apply by petition to the interstate commerce commission for relief, and may present evidence and arguments to the said commission, in any case in which it is of opinion that a common carrier subject to its supervision is violating any provision of the interstate commerce law or any valid order or regulation made under authority thereof. The commission may also confer with or appear before boards of other states having powers over any of the common carriers rendering public services of the kind hereinbefore described, when in its judgment the interests of the commonwealth will be promoted thereby.

books, etc.,

audit.

SECTION 11. The commission may, either through its mem- To examine bers or by employees duly authorized by it, examine all books, of common contracts, records, documents, papers and memoranda of any carriers. common carrier, and by subpoena duces tecum compel the production thereof, or of duly verified copies of the same or any of them, and compel the attendance of such witnesses as the commission may require to give evidence at any such examination. The commission may provide for an annual audit by employees Annual duly authorized by it of all the accounts of any common carrier or class of common carriers, whenever it deems such action advisable. Any employee or agent of the commission who Penalty. divulges any fact or information which may come to his knowledge during the course of any such examination or audit, except in so far as he may be directed by the commission, or by a court or judge, or be authorized by law, shall be guilty of a misdemeanor, and shall be punished by a fine of not more than one thousand dollars.

accounts.

SECTION 12. The commission may from time to time estab- Forms of lish and prescribe a system of forms of accounts to be used by the common carriers subject to its supervision, or may classify the said common carriers and prescribe a system of forms of accounts for each class. The accounts of all such common carriers shall be kept in accordance with the forms prescribed. The commission may also in its discretion prescribe the forms of records and memoranda to be kept by such common carriers. The forms of accounts established by the commission and the forms of records and memoranda prescribed by it shall conform as nearly as may be to the similar forms from time to time established and prescribed by the interstate commerce commission.

SECTION 13. The commission may, either through its mem- Inspection of bers or responsible agents, engineers, inspectors or examiners property, etc. duly authorized by it, enter upon any premises occupied by any common carrier for any purpose consistent with the provisions of this act. It may inspect the property, equipment, buildings, plants, factories, power-houses, ducts, conduits and offices of any common carrier. It shall have the right in connection with such inspection by its members, inspectors or experts to have such service, of the sort proffered by the common carrier, performed for it as it may reasonably require, including the right to ride upon any locomotive, car or steamship while in service, and to have, upon reasonable notice, the use of an inspection locomotive or car whenever that is necessary in the opinion of the commission, for a physical inspection of all or any of the lines and stations of any railroad or railway under its supervision.

SECTION 14. The commission may investigate and determine Valuation, etc. the fair value for any purpose of all the property of any common carrier rendering a public service subject to the supervision of the commission, which is actually used or useful for the convenience of the public, whenever it deems the ascertainment

Issue of

stock, bonds.

evidences of indebtedness by railroads.

See Op. Jan. 9, et al. v. N.

1914, Bulkeley

N. H. & H.

R.R. Co. et als.]

Amount of issue.

of such value necessary in order to carry into effect any provision of this act. The commission may at any time on its own initiative make a revaluation of such property. In making any valuation under this section, the commission may have access to and use any books, documents or records in the possession of any department or board of the commonwealth or any political subdivision thereof.

SECTION 15. A railroad corporation may issue shares of notes, or other capital stock, bonds, notes or other evidences of indebtedness, for the purpose of funding its floating debt, or for any other lawful purpose, and may mortgage or pledge as security for the payment of such indebtedness a part or all of its railroad, equipment and franchise and a part or all of its real and personal property, including property to be afterward acquired. Any mortgage executed by a railroad company shall secure all bonds, notes and other evidences of indebtedness previously issued and then outstanding on equal terms with any other indebtedness secured by such mortgage. Its bonds, notes or other evidences of indebtedness may be issued by any such corporation to an amount which, when added to the amount of all its then outstanding bonds, notes or other evidences of indebtedness, shall not cause the aggregate amount of all its bonds, notes and other evidences of indebtedness to exceed twice the amount of the capital stock of the corporation actually paid in at the time, as determined under the provisions of chapter six hundred and twenty of the acts of the year nineteen hundred and eight; but such of the bonds issued or to be issued under a mortgage as are deposited to retire at or before maturity, bonds or other evidences of indebtedness previously issued and outstanding at the date of such mortgage while so deposited shall not be taken into account in applying this limitation. No bonds, coupon authorized by notes, or other evidences of indebtedness payable at periods of more than twelve months from the date thereof shall be issued unless authorized by a vote of the stockholders at a meeting called for the purpose, and no such bond, coupon note or other evidence of indebtedness shall be issued unless countersigned or certified by a person or trust company appointed by the corporation for that purpose.

Proposed

issue to be

vote.

Application for approval of issue of capital stock, bonds, etc.

See Open

Jan. 9,

et al. v. N. Y., N. H. & H.

R.R. Co. et als.

Decision.

SECTION 16. Before any railroad corporation shall issue any shares of capital stock or any bonds, notes or other evidences of indebtedness payable at periods of more than twelve months after the date thereof, it shall apply to the commission for its approval of the proposed issue to such amount as the commission shall determine to be reasonable and proper for the purpose of funding its floating debt properly incurred for lawful purposes, or reasonable and proper for any other lawful purpose set forth in the application for such approval. The commission shall render its decision upon such an application within thirty days after the final hearing thereon. The decision shall be in writing and shall assign the reasons therefor. Any order of the commission approving any such issue of stock, bonds, notes or

to certain

other evidences of indebtedness may provide for the application of the proceeds thereof to such particular uses as the commission shall by that order or by some subsequent order specify, and the corporation shall not apply such proceeds otherwise than as thus specified in such order or orders. The decision of the commission as to the amount of stock which is reasonably necessary for the purpose for which such stock is proposed to be issued shall be based upon the price at which such stock is to be issued, and the commission shall refuse to approve any particular issue of stock, if, in its opinion, the price at which it is proposed to be issued is so low as to be inconsistent with the public interest. The provisions of this section shall not require Provisions a railroad corporation which is incorporated under the laws of not to apply one or more other states or foreign countries, as well as under railroads. the laws of this commonwealth, to apply to the commission for approval of the issue of shares of capital stock or of bonds, notes or other evidences of indebtedness for the sole ultimate purpose of providing funds for additions to or improvements of property of such corporation or of any corporation controlled by it through lease or stock ownership, if such property has a situs in another state or country by the laws of which such railroad corporation is authorized to operate a railroad therein and to make such additions to or improvements of such property, nor to apply to the commission for approval of the issue of shares of capital stock, bonds, notes or other evidences of indebtedness for paying, funding or refunding indebtedness incurred for such ultimate purpose; but all such proposed issues Proposed and the authority therefor shall, before the issue of such se- reported to curities, be reported to the commission. Except for such ulti- commission. mate purpose, such a railroad corporation shall not hereafter without the approval of the commission issue any shares of capital stock, or any bonds, notes or other evidences of indebtedness payable at periods of more than twelve months after the date thereof, in exchange for or to pay for shares of capital stock, notes, bonds or other evidences of indebtedness of any other corporation which are hereafter acquired or contracted for; but if the acquisition or holding of such securities by such railroad corporation shall be authorized by the laws of any state or country in which it has been incorporated, and shall also be permitted by the laws of the state or country in which such other corporation has been incorporated, the commission may authorize the acquisition of such securities by such railroad corporation, and may approve the issue of shares of capital stock, bonds, notes or other evidences of indebtedness by such railroad corporation in exchange for or to pay for such securities, provided that the commission shall find that such acquisition and the terms thereof are consistent with the public interest. The Enforcement of provisions supreme judicial court or the superior court shall have jurisdic- of law. tion in equity, upon the application of the commission, of the attorney-general, of any stockholder or of any interested party, to enforce the provisions of this and the preceding section and

issues to be

Penalty.

Repeal.

Charges for service regulated.

Free service, tickets, etc., prohibited, except, etc.

all lawful orders and decisions, conditions or requirements of said commission made in pursuance thereof. A director, treasurer or other officer or agent of a railroad corporation, who knowingly votes to authorize the issue of, or knowingly signs, certifies or issues stock or bonds contrary to the provisions of this or the preceding section, or who knowingly votes to authorize the application, or knowingly applies the proceeds of such stock or bonds contrary to the provisions of said sections, or either of them, or who knowingly votes to assume or incur, or knowingly assumes or incurs in the name or behalf of such corporation, any debt or liability except for the legitimate purposes of the corporation, shall be punished by a fine of not more than one thousand dollars, or by imprisonment for not more than one year, or by both such fine and imprisonment. Sections fifty and sixty-five of Part II of chapter four hundred and sixty-three of the acts of the year nineteen hundred and six, sections forty-eight and sixty-six of Part II of the same act, as amended by sections four and five of Part II of chapter seven hundred and twenty-five of the acts of the year nineteen hundred and twelve, and all other acts and parts of acts inconsistent with this or the preceding section, so far as they apply to railroad corporations, are hereby repealed.

SECTION 17. All charges made, demanded or received by any common carrier subject to the supervision of the commission for any service rendered or performed, or to be rendered or performed by it or in connection therewith in the conduct of its common carrier business, or made, demanded or received by any two or more common carriers joining in rendering or performing any service shall be just and reasonable, and every such common carrier and any two or more such common carriers joining in rendering or performing any service shall be entitled to make, demand and receive just and reasonable charges for any such service, and every unjust or unreasonable charge is hereby prohibited and declared unlawful; but charges heretofore established and set out in any schedule filed as hereinafter provided shall be deemed prima facie lawful until changed or modified by the commission under the powers conferred upon the commission by the provisions of this act, but this provision shall not give to such rates any greater weight as evidence of the reasonableness of other rates than they would otherwise have.

SECTION 18. No common carrier shall, directly or indirectly, issue or give any free service, free tickets, free pass or free transportation for passengers or property between points within this commonwealth; but nothing in this act shall be held to prohibit any railroad corporation from furnishing free passes or free transportation to officers or employees of the general court; nor to prohibit any railroad corporation or street railway company from giving free or reduced rate service to policemen, letter carriers and firemen while in uniform or engaged in the discharge of their duties; nor to prohibit any common carrier