8. Notice to corporation. Manner of construct-101. Corporation liable for damages by fire from ing crossing.

70. Turnpike corporations may assign fran-114. Corporations to forward goods to connect

73. Corporation to provide superintendent of 118. When roads terminate in same place, &c.,

Organization

of officers, &c. R. S. 39, § 49.

Salaried officers

not eligible as directors.

SECTION 1. Railroad companies incorporated under the authority of this commonwealth shall have the powers and privileges, and be subject to the duties, liabilities, and other provisions, contained in this chapter, so far as the same are consistent with their respective charters.

ORGANIZATION, OFFICERS.

SECT. 2. The immediate government and direction of the affairs of every such corporation shall be vested in a board of not less than five directors chosen in the manner herein after provided, who shall hold their offices until others are elected in their places. The directors shall elect one of their number to be president of the board and of the corporation; and they may choose a clerk, who shall be sworn, and a treasurer, who shall give bonds to the corporation in the sum required by the by-laws for the faithful discharge of his trust.

SECT. 3. With the exception of the president, no officer or agent who receives a salary or stated periodical compensation for his services 1810, 83, §§ 1, 2. from a corporation to which the credit of the state has been loaned, shall while such liability of the state continues be eligible as a director.

Meetings, how

called.

R. S. 39, § 51.
Votes.

R. S. 39, § 50.
1843, 68, § 2.

MEETINGS, VOTES.

SECT. 4. Meetings shall be called and notified in the manner provided in the by-laws.

SECT. 5. At all meetings each member shall be entitled to one vote for each share held by him: provided, that he shall not be entitled to a vote for any shares beyond one-tenth part of the whole number of shares of the stock of the corporation. No vote shall be given upon shares owned by the corporation or pledged in any form to or for its benefit. SECT. 6. No proxy shall be valid unless executed and dated within 1843, 68, §§ 1, 3. six months previously to the meeting at which it is used; and no person shall as proxy or attorney cast more than fifty votes, unless all the shares so represented by him are owned by one person, and no officer of the corporation shall as proxy or attorney cast more than twenty votes.

Proxies.

1858, 76, § 1.

Certificate of

stock subscrib

1852, 303, § 1.

CAPITAL STOCK, ASSESSMENTS, &C.

SECT. 7. No corporation chartered subsequently to the twentieth ed, to be filed. day of June in the year eighteen hundred and fifty-two shall begin to build its road until a certificate is filed in the office of the secretary of the commonwealth, subscribed and sworn to by the president and a majority of the directors, stating that all the stock named in its charter has been subscribed for by responsible parties, and that twenty per cent. of the par value of each and every share thereof has been actually paid into its treasury.

Stock not to be
issued at less
than par.
1852, 303, § 2.

Assessments,

SECT. 8. No corporation chartered subsequently to said twentieth day of June, or obtaining since that date an extension of time for the construction of its road, shall issue stock for a less sum to be actually paid in on each share, than the par value named in its charter.

SECT. 9. The president and directors may from time to time make how made and such equal assessments on all the shares in the corporation as they deem expedient and necessary for its purposes, and may direct the same to be

collected.

R. S. 39, § 53.

2

Cush. 6.
Gray, 277.

1 Gray, 546.

4 Gray, 62.

paid to the treasurer, who shall give notice thereof to the stockholders. 13 Met. 312. If a stockholder neglects to pay his assessments for thirty days after notice from the treasurer, the directors may order the treasurer after giving notice of the sale to sell such shares by public auction to the highest bidder; and the same shall accordingly be transferred to the purchaser. If the shares of a stockholder do not sell for a sum sufficient to pay his assessments with interest and charges of sale, he shall be liable to the corporation for any deficiency; if such shares sell for more, he shall be entitled to the surplus remaining; but no assessment shall be laid upon the shares to a greater amount than the sum at which they shall be fixed by the charter or by vote or agreement of the stockholders. SECT. 10. When a subscriber or shareholder has paid nothing upon If assessments his shares after thirty days from the time when an assessment has be- are unpaid, shares may be come due, his shares may be declared forfeited by the directors, who forfeited, &c. may transfer them to any responsible person who subscribes for the 1852, 303, § 3.

same.

fer of.

SECT. 11. The shares in the capital stock of such corporation shall Shares personal be deemed personal estate, and may be transferred by a conveyance in estate. Transwriting, recorded either by the treasurer in books to be kept in his office R. S. 39, § 52. or by an officer duly authorized by the directors in books to be kept at such other place as they may appoint. When recorded in such other place, they shall within ten days thereafter be also recorded in the books kept by the treasurer; and no conveyance of shares shall be valid against any other persons than the grantors or their representatives, unless so recorded. On making the transfer a new certificate shall be granted.

SECT. 12. A corporation may hold stock in a telegraph company Corporation whose line of telegraph connects two or more places on the line of its may hold stock in telegraph road, to an amount not exceeding two hundred dollars for each mile so companies. connected.

CHARTERS.

1849, 93, § 8.

charters to be

1849, 131, § 2.

SECT. 13. No petition for a charter for a railroad corporation shall Petitions for be acted upon unless it is accompanied with a map of the proposed route accompanied by projected upon an appropriate scale; and with a profile of the route report of engineer, map,&c. projected with a vertical scale comparing with the horizontal scale in R. S. 39, § 46. the proportion of ten to one; nor unless it is accompanied and supported by the report of a skilful engineer, founded on actual examination of the route, and by other proper evidence showing the character of the soil, the manner in which it is proposed to construct the road, the general profile of the surface of the country through which it is proposed to be made, the feasibility of the route, and an estimate of the probable expense of construction.

SECT. 14. Plans and profiles presented to a committee of the legisla- Plans, &c., to be ture in the hearing of a petition for such a charter shall be placed by placed in state them in the state library.

SECT. 15. No petition shall be acted upon until notice of the pendency thereof has been published according to law, which notice shall designate the intended route with such certainty as to give reasonable notice to all persons interested therein that their rights may be affected by the granting of the petition, and that they may have an opportunity to appear and object thereto; but the provisions of this section and of section thirteen shall not prevent the legislature from requiring surveys, plans, and further estimates.

library.
1848, 140, § 1.
Petitions not to
be acted upon
R. S. 39, § 47.

until notice, &c,

See Ch. 2, §§ 10, 11, 12.

specified.

SECT. 16. Every charter shall confine the road within the limits indi- Roads to be cated by the notice required in the preceding section, shall specify the within limits several cities and towns through which the same may pass, and shall R. S. 39, § 48. otherwise designate the route on which the road is authorized to be made with as much certainty as the nature of the case will admit.

Width of road,

R. S. 39, § 54.

LOCATION OF ROAD.

SECT. 17. A corporation may lay out its road not exceeding five rods and materials. wide; and for the purpose of cuttings, embankments, and procuring stone and gravel, may within the limits of its charter in the manner herein provided take as much more land as may be necessary for the proper construction and security of the road, or as may be at any time necessary for depot or station purposes.

1853, 351, § 1.
9 Met. 553.
1 Gray, 357.

4 Gray, 302, 304.

Location to be filed.

R. S. 39, § 75. 4 Cush. 69.

1 Gray, 340.

2 Gray, 574.

Corporation

may purchase

R. S. 39, § 55.

1853, 351, § 1.

9 Met. 553. 3 Cush. 82. 4 Cush. 469.

SECT. 18. The corporation shall file the location of its road within one year with the commissioners of each county through which the same passes, defining the courses, distances, and boundaries, of such portion thereof as lies within each county.

TAKING LANDS, &C.

SECT. 19. A corporation may purchase or otherwise take land or or take land, &c. materials necessary for making or securing its road and for depot and station purposes. If it is not able to obtain such land or materials by an agreement with the owner, it shall pay such damages therefor as the county commissioners estimate and determine. Land and materials without the limits of the road shall not be so taken without the permission of the owner, unless the commissioners on the application of the corporation and after notice to the owner first prescribe the limits within which the same may be taken.

1 Gray, 357. 5 Gray, 35. See § 21.

Land for depot to be taxed.

1853, 351, § 3. 4 Met. 566.

Damages.

R. S. 39, § 56.
1849, 153.
3 Met. 380.

9 Met. 553.

3 Cush. 81, 107.
4 Cush. 469.
10 Cush. 385.

2 Gray, 6, 235.
5 Gray, 35.
7 Gray, 390.

See §§ 22, 26, 40.
Either party

may have jury.
R. S. 39, § 57.

1841, 125,

1847, 181, § 1. 21 Pick. 258.

1,

3.

13 Met. 316, 449,

479.

3 Cush. 58. 4 Cush. 291. 1 Gray, 72.

Proceedings when land lies in adjoining counties.

1853, 5, §§ 1, 2.

Guardians, &c., may release damages.

R. S. 39, § 93.

Damages, how

SECT. 20. Land so taken or purchased for depot or station purposes without the limits of the road shall not be exempt from taxation.

DAMAGES.

SECT. 21. The corporation shall pay all damages occasioned by laying out and making and maintaining its road, or by taking any land or materials as provided in section nineteen; and such damages shall upon the application of either party be estimated by the commissioners in the manner provided in laying out highways; and when it is intended to take land or materials, application may be made before the actual taking and appropriation thereof.

SECT. 22. Either party if dissatisfied with the estimate made by the commissioners may, at any time within one year after it is completed and returned, apply for a jury to assess the damages. Upon such application the prevailing party shall recover legal costs, and the proceedings thereon shall be the same as is provided for the in of damages recovery the laying out of highways; but no jury shall be competent to alter or reverse any order made under section forty.

SECT. 23. Where land owned by one person lies contiguously in different counties, applications for damages under section twenty-one may be made by the owner of the land to the commissioners of either of such counties; and the commissioners of the county to whom application is first made shall have exclusive jurisdiction with like powers and duties as set forth in said section and section forty; and either party may ap ply for a jury as provided in the preceding section, which jury shall be from the same county as the commissioners, and shall estimate such damages the same as though the land lay entirely in one county.

SECT. 24. When the lands or other property of a person under guardianship or lands held in trust are taken for the use of a railroad, the guardian or trustee may release all damages in the premises in like manner as if the same were held in his own right.

SECT. 25. When persons having a claim for damages sustained in assessed where their property by the laying out or alteration of a railroad have different claimants have or separate interests in the property, so that an estate for life or for a

ests.

term of years in the same belongs to one person and the remainder or different interreversion in fee to another, entire damages shall be assessed in the same 1851, 290, §§ 1, 2. manner as is provided in other cases, without any apportionment thereof; which damages shall be paid over and disposed of in the manner provided in sections seventeen and eighteen of chapter forty-three in relation to damages assessed in like cases in laying out highways.

1855, 247, §§1

1

SECT. 26. Where lands are mortgaged, both mortgagors and mort- Damages, how gagees, in addition to their rights under the mortgage, shall have the assessed in case of mortgaged same powers, rights, and privileges, and be subject to the same liabilities lands. and duties, as are created and provided in this chapter for land owners 4,5 in cases of damages arising under section twenty-one; and all petitions for the estimation of such damages shall state all mortgages known by the party petitioning to exist upon the premises to be adjudicated upon. Mortgagors and mortgagees may join in any such petition, and the tribunal to which it is presented shall order the petitioner to give notice thereof to all parties interested as mortgagors or mortgagees by serving each of them, fourteen days at least before the time of hearing, with an attested copy thereof, and the order thereon that they may appear at said hearing and become parties to the proceedings.

2, 3.

SECT. 27. When mortgagors or mortgagees commence or become Same subject. parties to proceedings upon a petition for such damages, entire damages 1855, 247, §§ 1, shall upon final judgment be assessed for the property taken, and such portion thereof ordered to be paid to every mortgagee, being a party, in the order of his mortgage, as is equal to the sum then unpaid thereon, and the balance to the mortgagor; and separate judgment shall be entered accordingly for each mortgagee, who shall hold his judgment in trust, first with any proceeds realized thereon to satisfy his mortgage debt, and after such debt is in any way satisfied, to assign the judgment or pay over any balance of proceeds to the mortgagor or other person entitled thereto.

SECT. 28. No application for damages shall be sustained against a corporation by the owners of a private way, by reason of any obstruction thereto occasioned by the railroad crossing the same, unless the application is made within one year from the time when the way is so obstructed.

SECT. 29. No application to the commissioners to estimate damages for land or property taken, shall, except as provided in the following section, be sustained unless made within three years from the time of taking the same.

SECT. 30. Where suits are pending or are hereafter brought in which the right of such corporation to lay out and construct its road on any particular location is drawn in question, the time for applications to the commissioners for the ascertaining of damages caused by the taking of land or other property in and upon such location may be made at any time within one year after the final determination of such suits upon the merits: provided, that such suits, if not now pending, are brought within one year from the time of such taking, or are brought for the purpose of trying the same right which was drawn in question in some former suit now pending or brought as aforesaid, and which failed for want of jurisdiction, defect of form, or other like cause, not deciding the merits of the controversy, and are brought within six months after such determination of a former suit.

Application for damages to priR. S. 39, § 71.

vate ways.

3 Cush. 101, 114.

for damages within three years.

to be made

R. S. 39, § 58. 7 Met. 78.

3

Cush. 82. Gray, 232. Time extended,

9 Cush. 1.

2

if suits pending, &c.

R. S. 39, § 59. 7 Gray, 451.

ment, &c., new

SECT. 31. If a party makes application for the assessment of his dam- Upon abateages within the time limited by law, or for a jury to assess the same, or proceedings is a party to such application for a jury by any other person, and the may be had petition or other proceeding is quashed, abated, or otherwise avoided within one or defeated, for any inaccuracy, irregularity, or matter of form; or if 1847, 181, § 2after verdict for such applicant or other party the judgment is arrested or reversed on a writ of error, or the proceedings quashed on certiorari;

year.