Railroad Laws.

FORFEITURE FOR NEGLECT TO OBTAIN LICENSE AND PAY FEE.

SECTION 1214. If any such railroad company, or person operating any such railroad in this state, shall neglect to obtain such license, or pay the license fee therefor, or any part thereof, as herein before provided, such company or person shall absolutely forfeit to the state the sum of ten thousand dollars, to be recovered in an action brought in the name of the state; and such neglect shall also be a cause of forfeiture of all the rights, privileges and franchises, whether granted by special charter or obtained under general laws by or under which any such railroad is operated. And the attorney general, upon such neglect, shall collect by action the pecuniary forfeiture herein imposed, and also proceed to have forfeiture of such rights, privileges and franchises duly declared. Any such company or person, at any time before the final judgment of forfeiture of such rights, privileges and franchises is rendered, may be permitted to make the return and pay the license fee herein provided for, upon special application to the court in which the action to declare such torfeiture is pending, upon such terms as the court shall direct.

NOT TO AFFECT SPECIAL EXEMPTIONS.

SECTION 1215. Upon the granting of the first licenses hereunder, there shall be deducted from the fees therefor the proportionate part of such fees upon which a license tax has already been paid to the state, and these statutes shall not be construed to affect any special exemptions from taxation hitherto granted to railroad companies.

SECTION 1222. The licenses herein provided for shall certify to the fact of the payment of the license fee, be attested by the great or lesser seal, thereto affixed, and shall be in such form as shall be approved by the attorney general.

GENERAL PROVISIONS RELATING TO CORPORATIONS.

POWERS OF CORPORATIONS.

SECTION 1478. Every corporation organized under any general or special law, when no other provision is specially made by law, or by its articles of organization, shall have the following powers:

1. To make all contracts necessary and proper to effect its purposes and conduct its business.

2. To sue and be sued, to appear and defend in all actions and proceedings in its corporate name, to the same extent as a natural person.

3. To have a common seal, and alter the same at pleasure.

4. To elect or appoint, in such manner as shall be fixed by its by-laws, all necessary officers, agents and servants, define their duties and obligations, fix

Railroad Laws.

their compensation and fill vacencies therein, and to establish branch offices or places of business in this state or elsewhere.

5. To make, amend and repeal by-laws and regulations not inconsistent with law, or its articles of organization for its own government, for the orderly conducting of its affairs, and the management of its property, for determining the manner of calling and conducting its meetings, the manner of appointing and mode of voting by proxy, and the tenure of office of its several officers, and such others as shall be necessary or convenient for the accomplishment of its purposes, and may prescribe suitable penalties for the violation of its by-laws, not exceeding in any one case twenty dollars for any one offense.

6. To take and hold property, both real and personal, to an amount authorized by law, and sell, convey, or otherwise dispose of the same.

7. To mortgage its franchises, tolls, revenues and property, both real and personal, to secure the payment of its debts, or to borrow money for the pur. poses of the corporation, and no other, with the consent of a majority of its stockholders, or if not a stock corporation, of a majority of its members, and to establish, with the like consent, a sinking fund for the payment of its debts.

MAJORITY OF DIRECTORS, ETC., TO CONSTITUTE QUORUM.

SECTION 1749. A majority of the directors or trustees of every corporation, convened according to the by-laws thereof, shall constitute a quorum for the transaction of business. The members owning a majority of the stock in stock corporations, and a majority of the members of other corporations, shall constitute a quorum at any meeting of such stockholders or members, and be capable of transacting any business thereof, except when otherwise specially provided by law or by the articles of organization of the corporation.

SHALL HAVE PRINCIPAL OFFICE IN THE STATE.

SECTION 1750. Every corporation organized under the laws of this state, except such railroad corporations as own or operate railroads in another state, as well as in this state, in connection with their railroad in this state, shall have its principal office in this state, and shall keep in such office its general and principal books of account, including its stock books; and its principal managing officer or superintendent shall reside within this state. Any corporation which, according to the foregoing provisions, is not required to keep its principal office or books of account within this state, shall, when. ever required to do so by the railroad commissioner, the legislature or any committee thereof, or of either house thereof, or any court of record, produce before such commissioner, legislature, committee or court, its said books of account and stock books; or so many and such parts thereof as may be necessary, and as may be required by such commissioner, legisla.

Railroad Laws.

ture, committee or court, or in the discretion of such commissioner, legisla ture, committee or court, transcripts from such books or such parts thereof as may be required and called for, duly proved and authenticated, may be produced and used as and for the originals; and each such corporation shall designate some office within this state as its principal office, and inform the railroad commissioner of such selection and designation, and such corpo ration shall keep in such office a list of its stockholders, together with a statement of the number of shares of its stock held by each of them respectively, as shown by its books, which list shall be corrected as often as three times in each year, at the times of closing its stock books, if it shall so often close them, and if it shall not so often close them, then such list shall be corrected once at least in each four months. A failure or refusal to comply with any of the foregoing provisions of this section shall be cause of forfeiture of its franchises. At least once in each year, each stock corporation shall make and file in its principal office, and keep on file there for the use of its stockholders, a statement and abstract of the assets and liabilities of such corporation, and of its financial transactions for the previous year, which statement shall be verified by the affidavit of the treasurer, or other proper officers of such corporation, and shall contain a brief statement of the sources whence its receipts have been received, stated in classes, and a similar statement of its expenditures, showing the amount disbursed for each class of objects and purposes.

CAPITAL STOCK.

SECTION 1751. The capital stock of every corporation, divided into shares, shall be deemed personal property, and when certificates thereof are issued, such shares may be transferred by endorsement of the owner, his attorney or legal representatives, and delivery of the certificates; but such transfer shall not be valid, except between the parties thereto, until the same shall have been so entered on the books of the corporation, as to show the names of the parties by and to whom transferred, the number and designation of the shares, and the date of the transfer; and every person transferring any such certificates or shares of stock shall remain liable to the creditors of the corpora tion to the extent and in the manner prescribed in section seventeen hundred and fifty-six; and every such corporation shall at all times have a lien upon all shares of stock for all debts due from the owner thereof to such corporation.

51 Wis, 519.

PROCEEDINGS TO COMPEL TRANSFER OF STOCK ON BOOKS.

SECTION 1752. Whenever it shall be made to appear to the circuit court by affidavit or otherwise, that the secretary or other proper officer of any corporation has, upon proper demand, neglected or refused for two days to 19-RAIL. COM.

Railroad Laws.

transfer on the stock books of the said corporation any stock which it is his duty to transfer, such court shall immediately issue an order requiring said secretary to show cause before said court, at somǝ time named in said order, not more than ten days from the date thereof, why he should not transfer such stock, and shall in said order direct the manner of its service; and when said order is returnable, unless said secretary shows cause to the satis isfaction of the court why such stock should not be transferred, said court shall order such transfer to be made by said secretary, at such time and place as to said court shall seem reasonable, and may enforce the performance thereof by proceedings for contempt.

STOCK, ETC., TO ISSUE IN CONSIDERATION OF MONEY, LABOR, PROPERTY, ETC.

SECTION 1753 (as amended by ch. 93, Laws of '81). No corporation shall issue any stock or certificate of stock, except in consideration of money, or labor or property, estimated at its true money value, actually received by it, equal to the par value thereof; nor any bonds or other evidence of indebtedness, except for money, labor or property estimated at its true money value, actually received by it, equal to seventy-five per cent. of the par value thereof; and all stock and bonds issued contrary to the provisions of this section, and all stock dividends or other fictitious increase of the capital stock of any corporation shall be void; provided, however, that any corporation whose stock or bonds have been, or bereafter shall be, admitted to the stock exchange of Chicago, New York, Boston or Philadelphia, or of either of said cities, may sell such stock or bonds so admitted at the best price or prices, current for the time being, obtainable therefore, on any of the said exchanges at which the same shall be offered for sale.

SUBSCRIPTIONS, HOW CALLED IN.

SECTION 1754. Unless otherwise expressly provided by law, or the articles of organization, the directors of any corporation may call in the subscriptions to the capital stock, by installments, in such proportion and at such times as they shall think proper, by giving such notice thereof as the by-laws shall prescribe, and may enforce payment thereof by suit in the name of the corporation; or in case any stockholder shall neglect or refuse payment of any such instalment for the space of sixty days after the same shall have become due and payable, and after he shall have been notified thereof, the stock of such neg. ligent stockholder may be sold by the directors at public auction, giving at least thirty days' notice in some newspaper published at or nearest to the place where the business of such corporation is transacted; and the proceeds of such sale shall be first applied in payment of the instalment called for and the expenses attending the sale, and the residue be refunded to the owner thereof; but if the proceeds of such sale shall not be sufficient to pay such

Railroad Laws.

instalment and the expenses of the sale, such delinquent stockholder shall remain liable to the corporation for such deficiency; such sale shall entitle the purchaser to all the rights of a stockholder, to the extent of the shares so bought.

STOCKHOLDER TO BE PERSONALLY LIABLE, WHEN.

SECTION 1755. Whenever the capital stock of any corporation shall be diminished by any corporate vote, the stockholders thereof shall be liable for the payment of all debts then remaining unpaid, in an action by any such creditor or lawfully appointed receiver or assignee of such corporation, to an amount equal to the sum respectively refunded to them, or credited upon their debts for unpaid stock, or both. And also the stockholders voting for such diminution shall be jointly and severally liable to any creditor whose debt shall then remain unpaid, to an amount equal to the whole amount refunded to the stockholders, or credited upon their debts for unpaid stock, or both; but all stockholders shall be liable for contribution to every stockholder compelled to discharge corporate debts under this section, proportionably to the amount so refunded or credited to them respectively.

CORPORATIONS MAY RELEASE STOCKHOLDERS, WHEN.

SECTION 1756. If any stock shall be transferred, which is not fully paid the corporation may by agreement, to be noted on its stock-book, discharge the stockholder making such transfer, from liability to it for the unpaid part of his stock subscription, and accept that of the person to whom the stock is transferred in his place; but the person transferring such stock shall be liable for the amount unpaid thereon to the then creditors of such corporation, and those who may become such within six months after such transfer, or to any lawfully appointed receiver or assignee of the corporation for their

use.

BOOKS TO BE OPEN TO INSPECTION.

SECTION 1757. The books of every corporation containing the stock subscriptions and accounts shall at all reasonable times be open to the inspection of the stockholders; and every creditor of a corporation shall be informed at any time of the amount of capital stock of such corporation subscribed, the amount paid in, who the stockholders are, the number of shares of stock owned by each, and the amount unpaid by each stockholder upon the shares owned by him, and if any shares of stock, which are not fully paid for, have been transferred within six months of the time of inquiry, the name of the person who transferred the same and the amount due thereon at the date of such transfer. And the officers of such corporation shall furnish any such creditor correct information thereof. And any officer refusing, when requested so to do, shall be liable for any damage caused thereby.