allowance for the toll which he may in the meantime have received; and upon such payment or tender, the franchise and all the rights and privileges thereof revert and belong to the corporation, as if no such sale had been made.

1887 R. S. Sec. 2646.

Section 2158.

Sale of Franchise, Where Made: The sale of any franchise under execution must be made in the county in which the corporation has its principal place of business.

1887 R. S. Sec. 2647.

Section 2159. On Dissolution, Directors are Trustees: Unless other persons are appointed by the court, the directors or managers of the affairs of such corporation at the time of its dissolution. are trustees of the creditors and stockholders, or members of the corporation dissolved and have full power to settle the affairs of the corporation.

1887 R. S. Sec. 2648.

Section 2160. May Extend Term of Existence: Every corporation formed for a period less than fifty years may, at any time prior to the expiration of the term of its corporate existence, extend such term to a period not exceeding fifty years from its formation. Such extension may be made at any meeting of the stockholders or members called by the directors expressly for considering the subject, if voted by stockholders representing two-thirds of the capital stock, or by two-thirds of the members; or may be made upon the written assent of that number of stockholders or members. A certificate of the proceedings of the meeting upon such vote, or upon such assent, must be signed by the chairman and secretary of the meeting and of a majority of the directors and be filed in the office of the county recorder, where the original articles of incorporation were filed, and a certified copy thereof in the office of the secretary of state, and thereupon the term of the corporation shall be extended for the specified priod.

1887 R. S. Sec. 2649.

Section 2161. Existing Corporations May Continue Under this Chapter: Any existing corporation formed under any law of this State may continue under this Chapter, or under the provisions of any subsequent chapter particularly applicable thereto, by the unanimous vote of all its directors, or its election so to continue may be made at any annual meeting of the stockholders; or members or at any meeting called by the directors expressly for considering the subject, if voted by stockholders representing a majority of the capital stock, or by a majority of the members, or may be made by the directors upon the written consent of that number of such stockholders or members. A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous vote or upon the written consent of the stockholders or members, or a certificate of the proceedings of the meeting of the stockholders or members, when such election is made at any such meeting signed by the chairman and secretary of the meeting and a majority of the directors,

GENERAL PROVISIONS

57

must be filed in the office of the recorder of the county where the original articles of incorporation are filed, and a certified copy thereof must be filed in the office of the secretary of state, and thereafter the corporation must continue its existence under the provisions of this Title which are applicable thereto, and must possess all the rights and powers, and be subject to all the obligations, restrictions and limitations prescribed thereby.

1887 R. S. Sec. 2650.
WAIVER OF

MENT:

THE

REQUIRE

Where a corporation organized for the purpose of constructing a canal to be used for the distribution of water for irrigation purposes upon the lands of the stockholders has conducted its business for the period of eight years, made and collected assessments as provided for in the Code, which ac

tion of the corporation has been recognized and acquiesced in by all of the stockholders, the corporations will be deemed to have adopted the provisions of Title 4, Civil Code (this title), although the filing of the certificate indicating its election so to do has not been made.-Hall v. Eagle Rock & Willow Creek Water Co. (Idaho), 51 Pac. 110.

Section 2162. Designation of Agent by Foreign Corporation: Every corporation not created under the laws of this State, doing business in this State, must at the time of commencement to do business in this State, designate some person residing in the county in which the principal place of business of such corporation, in this State, is conducted upon whom process issued by authority of, or under any law of this State, may be served, and at the same time must file such designation in the office of the secretary of State, and in the office of the clerk of the district court for such county, and a copy such designations certified by either of said officers must be evidence of such appointment; and it is lawful to serve on such person, so designated, any process issued as aforesaid, and such service must be deemed a valid service thereof.

of

Every such corporation which fails to comply with the provisions of this section shall be denied the benefit of the statutes of this State limiting the time of the commencement of civil actions, and any limitations in such statutes shall only run in favor of any such corporation during such time as such person duly designated as aforesaid, upon whom such service can be made, shall be within the State.

Provided, futher, That foreign corporations complying with the provisions of this section shall have all the rights and privileges of like domestic corporations, including the right to exercise the right of eminent domain, and shall be subject to the laws of this State applicable to like domestic corporations.

1887 R. S. Sec. 2653. Eminent domain:

Chap. CLXXIX.

Code Civil Proc.

"DOING BUSINESS:" A single business transaction by a foreign corpora tion within the territory, is not "carrying on business" within the statute requiring a foreign corporation to fil articles with the secretary of state and county recorder. Babbitt (Ariz.), 52 Pac. 775; Cooper Mfg. Co. v. V. Field Ferguson, 113 U. S. 727, 28 L. Ed. 1137.

SUMMONS: On appeal from a judgment agaainst a foreign corporation, who has not appeared in the action, the

son

judgment roll must contain evidence of the service of summons upon the perdesignated by such corporation upon whom summons is to be served under the provisions of this section, or else upon one of the agents or officers of such corporation mentioned in subsection 2, Section 4144 Rev. St. (Se^. 3194, Code Civil Proc.); and if such evidence of service of summons does not appear in the judgment roll, the judgment will be reversed on appeal.Applington v. G. V. B. Min. Co. (Idaho), 55 Pac. 241.

CHAPTER LXXXI.

RAILROAD CORPORATIONS.

Section 2163. Election of Directors: road corporations may be elected at a meeting of the stockholders other than the annual meeting, as a majority of the fixed capital stock may determine, or as the by-laws may provide; notice thereof to be given as provided for notices of meetings to adopt by-laws in Chapter LXXX of this Title.

Section 2164. May Borrow Money and Issue Bonds: Railroad corporations may borrow, on the credit of the corporation, and under such regulations and restrictions as the directors thereof may impose, such sums of money as may be necessary for constructing and completing their railroad, and may issue and dispose of bonds

or promissory notes therefor, in denominations of not less than five hundred dollars, and at a rate of interest not exceeding ten per cent. per annum, and may also issue bonds or promissory notes, of the same denomination and rate of interest, in payment of any debts or contracts for constructing and completing their road, with its equipments and all else relative thereto. The amount of bonds or promissory notes issued for such purpose must not exceed, in all the amount of their capital stock and to secure the payment of such bonds or notes, they may mortgage their corporate property and franchise.

1887 R. S. Sec 2664.

MODE OF EXECUTION: Under a similar section held, that the section did not prescribe the mode of execution of such a mortgage, but the mode and manner of execution of mortgage of real and personal property by such corporations as that prescribed by the Civil Code for the execution of such mortgages in general, without exception in favor of any person or corporation.-Bishop v. McKillican, 124 Cal. 321, 57 Pac. 76.

CONVEYANCE IN TRUST: A conveyance in trust in the usual form held to be a mortgage within the meaning of a similar statute.-McLane v. Placerville & S. Val. R. Co. (Cal.), 6 Pac. 748.

FORECLOSURE SALE: Although a mortgage does not in terms authorize a sale for default in paying interest before the principal matures, the court may order a sale where necessary to the interest at stake.-McLane v. Pla

cerville & S. Val. R. Co. supra.

PRIORITY OF BONDS: Where a railroad company, to induce a sale of its bonds, agrees with a purchaser that it will only issue bonds to the extent of $10,000 for each mile of its road, and the purchaser takes that amount, and subsequently the company issues other bonds all secured by the same mortgage, the former bonds will have prior ity over those who purchased the additional bonds with notice of the agreement, but never over those who had no notice.-McMurray v. Moran, 134 U. S.

150.

PURPOSES: A mortgage is void which is made to secure railroad bonds issued for purposes not authorized by the statute and not in the mode therein prescribed.-Commonwealth v. Smith, 10 Allen, 448.

CONSTITUTIONAL LIMITATION: See Constitution of Idaho, Art. 11, Sec. 9.

Section 2165. Must Provide Sinking Fund: The directors must provide a sinking fund, to be specially applied to the redemption of such bonds on or before their maturity and may also confer on any holder of any bond or note issued, for money borrowed or in payment of any debt or contract for the construction and equipment of such road, the right to convert the principal due or owing thereon into stock of such corporation, at any time with in eight years from the date of such bonds, under such regulations as the directors may adopt.

1887 R. S. Sec. 2665.

Section 2166. Enumeration of Powers: Every railroad. corporation has power:

First. To cause such examination and surveys to be made as may be necessary to the selection of the most advantageous route for the railroad; and for such purposes their officers, agents, and employees may enter upon the lands or waters of any person, subject to liability for all damages which they do thereto;

Second. To receive, hold, take, and convey, by deed or otherwise, as a natural person, such voluntary grants and donations of real estate and other property which may be made to it to aid and encourage the construction, maintenance, and accommodation of such railroad;

60

RAILROAD CORPORATIONS

Third. To purchase, or by voluntary grants or donations to receive, enter, take possession of, hold, and use all such real estate and other property as may be necessary for the construction and maintenance of such railroad, and for all stations, depots, and other purposes necessary to successfully work and conduct the business of the road;

Fourth. To lay out its road, not exceeding nine rods wide, and to construct and maintain the same, with a single or double track, and with such appendages and adjuncts as may be necessary for the convenient use of the same; Provided, That any such railroad corporation may take and hold any right of way or other property, of whatever width or extent that it may acquire under the laws of Congress;

Fifth. To construct its road across, along or upon any stream of water water course, navigable stream, street, avenue or highway, or across any railway, canal, ditch or flume which the route of its road intersects, crosses or runs along, in such manner as to afford security for life and property; but the corporation must restore the stream or water-course, road, street, avenue, highway, railroad, canal, ditch or Alume thus intersected to its former state of usefulness as near as may be, or so that the railroad shall not unnecessarily impair its usefulness or injure its franchise;

Sixth. To cross, intersect, join or unite its railroad with any other railroad, either before or after construction, at any point upon its route, and upon the grounds of such other railroad corporation 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, must unite with the owners of such new railroad in forming such new intersections and connections, and grant facilities therefor. And if the two corporations canot agree upon the amount of compensation to be made therefor, or the points or the manner of such crossings, intersections and connections, the same must be ascertained and determined as is provided in the Code of Civil Procedure;

Seventh. To purchase lands, timber, stone, gravel or other materials to be used in the construction and maintenance of its road, and all necessary appendages and adjuncts, or acquire them in the manner provided in the Code of Civil Procedure for the condemnation of lands; and to change the line of its road in whole or in part whenever a majority of the directors so determine, as is provided hereinafter, but no such change must vary the general route of such road as contemplated in its articles of incorporation;

Eighth. To carry persons and property on their railroad and receive tolls or compensation therefor;

Ninth. To erect and maintain all necessary and convenient buildings, stations, depots, fixtures and machinery for the accommodation and use of their passengers, freight and business:

Tenth. To regulate the time and manner in which passengers and property shall be transported, and the tolls and compensation to be paid therefor within the limits prescribed by law, and subject to alteration, change or amendment by the legislature at any time.