either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or tort: Provided, that the provisions of this section shall not apply to railroad companies which have heretofore built their lines of railway into or through this state; nor to "drummers" or traveling salesmen soliciting business in this state for foreign corporations which are entirely non-resident. (Laws 1891, p. 75-b.)

SEC. 1027. Three preceding sections not to apply to insurance companies.-This act does not apply to insurance companies, and is not to be taken or construed to change or modify the laws which are directly applicable to that character of corporations, but apart from the insurance laws, all acts and parts of acts inconsistent with this act are hereby repealed. (Laws 1891, p. 75.)

SEC. 1028. Grants to be restored in certain cases.-It shall be unlawful for any corporation doing business in this state at any time, or for the officers, agents or others having control of the corporation or of the business or property of such corporation, to move, abandon or discontinue, in any way, to any material extent, any factory, workshop, office, agency, or other establishment, or the work or business carried on therein, from or in any city, town or other place within this state, without first repaying and restoring any and all money, bonds, lands and other property, which have been, or shall hereafter be, given or granted as a consideration or inducement for the location or construction, operation, enlargement or maintenance at any such city, town or place, of such factory, workshop, office, agency or establishment, or of the work or business carried on thereat; and such repayment or restoration must include and be accompanied by the payment of lawful interest on such money, bonds, lands and other property, or upon the proceeds or reasonable value thereof, for the full period that shall have elapsed between the date of the original gift or grant and such final repayment and restoration. (Laws 1891, p. 85.)

SEC. 1029. Provisions and penalties to apply, in what cases. The provisions and penalties in this act shall apply in all cases where the gift or grant was or shall be made by any city, town, company, person or persons, and they shall apply in all cases where the gift, grant, consideration or inducement, was made or paid to the corporation owning or operating such factory, workshop, office,

(b) If a foreign corporation does not comply with the statutory provisions permitting it to do business in this State, it has no authority to make contracts, and notes given to it are void. 78 A. 404. Such acts may be taken advantage of by parties affected without waiting for action on part of the State. Id. A contract made in this State by a foreign corporation which has failed to comply with the law is invalid. 59 A. 30; 149 Mo. 164; 70 A. 509; 71 A. 259; 78 A. 404; 148 Mo. 583. A corporation is not a "citizen" within the meaning of clause 1, Sec. 2, Art. 4, Const. U. S., but simply a creature of local law and has not even an absolute right of recognition in other states, depending solely for that upon the assent of those states which may be given on such terms as they please. A state has the right to exclude foreign corporations from doing business within its territory. 94 U. S. 535. Such company has no constitutional right to transact business in another state, hence its exclusion therefrom, from whatever cause, violates no constitutional rights. Id. A state has power to discriminate between its own corporations and those of other states, and the nature and degree of such discrimination belongs to the state to determine, subject only to such limitations as are found in the federal Constitution. 118 U. S. 394; 125 U. S. 181; 129 U. S. 26; 132 U. S. 282; 8 Wall. 168; 10 Wall. 566; 11 Wall. 423; 18 How. 404; 13 Pet. 519; 2 Paine 501.

agency or establishment, and shall apply as well in all cases where such gift, grant, consideration or inducement, was made or paid to any officer, agent, receiver or trustee of such corporation, or at the time in control of the property or business of the corporation; and the provisions and penalties of this act shall apply also if the corporation has succeeded to the rights, franchises, property or business of any corporation to which, or to the officers, agents, receivers or trustees of which corporation, or of its property, any such gift, grant, consideration or inducement, was or shall have been made or paid. (Laws 1891, p. 85.)

SEC. 1030. Violation made a misdemeanor.- The violation of any of the provisions of this act by any corporation, or any shareholder, officer or agent of any corporation, or by any person succeeding to or controlling or managing the property or business of such corporation, is hereby made a misdemeanor, to be punished by fines, penalties, forfeitures, injunctions and imprisonment, as provided in other sections of this act. (Laws 1891, p. 85.)

SEC. 1031. Penalty.-Any shareholder, officer, agent or other person violating any of the provisions of this act shall be punished by imprisonment for not more than one year, or by a fine not to exceed one thousand dollars, or by both such fine and imprisonment; any corporation violating any of the provisions of this act shall be punished by a fine of one thousand dollars for each day that shall elapse between such act of removal, adandonment or discontinuation, and the repayment and restoration required by this act; and any corporation found guilty of violating any of the provisions of this act shall also forfeit all right or franchises derived from or enjoyed within this state, and shall be enjoined from transacting any business within the state. (Laws 1891, p. 85.)

SEC. 1032. Restorations made, to whom.-The repayments and restorations required by this act shall be made to the city, town, company, person or persons, by which or whom the gift, grant, consideration or inducement, was made or paid, or to their successors, assigns or legal representatives. (Laws 1891, p. 85.)

SEC. 1033. Suits, how instituted.-The forfeitures and injunctions provided for in this act may be decreed and enforced by any circuit court of any county in which any such corporation may do business, in a suit to be instituted for the purpose, in the name of the state of Missouri, by the prosecuting attorney of the county in which such suit is prosecuted. (Laws 1891, p. 85.)

SEC. 1034. Any number of persons, not less than five, may form a corporation.-Any number of persons, not less than five, may form a company for the purpose of constructing, maintaining and operating a railroad for public use in the conveyance of persons and property; and for that purpose may make and sign articles of association, in which shall be stated the name of the company, the number of years the same is to continue, the places from and to which the road is to be constructed or maintained or operated, the length of such road, as near as may be, and the name of each county in the state through or into which it is made or intended to be made, the amount of the capital stock of the company, which shall not be less than ten thousand dollars for every mile of standard or broad gauge, nor less than five thousand dollars for every mile of narrow gauge road constructed or proposed to be constructed, and the number of shares of which said capital stock shall consist, and the names and places of residence of the directors of the company, not less than five nor more than thirteen in number, who shall manage its affairs for the first year, and until others are chosen in their places. Each subscriber to such articles of association shall subscribe thereto his name, place of residence, and the number of shares of stock he agrees to take in said company. On compliance with the provisions of section 1036, such articles of association may be filed in the office of the secretary of state, who shall indorse thereon the day

they are filed, and record the same in a book tɔ be provided by him for that purpose; and thereupon the persons who have so subscribed such articles of association, and all persons who shall become stockholders in said company, shall be a corporation by the name specified. in such articles of association, and shall possess the powers and privileges granted to corporations, and be subject to the provisions relating thereto contained in this chapter. (R. S. 1889, § 2542-c.).

SEC. 1035. General and additional powers.-Every corporation formed under this article shall, in addition to the powers hereinbefore conferred, have power: First, to cause such examination and survey for its proposed railroad to be made as may be necessary to the selection of the most advantageous route, and for such purpose, by its officers, agents or servants, to enter upon the lands or waters of any person; but such corporation shall be liable and subject to responsibility for all damages which shall be done thereto; second, to take and hold such voluntary grants of real estate and other property as shall be made to it to aid in the construction, maintenance and accommodation of its railroads; but the real estate received by voluntary grant shall be held and used for the purpose of such grant only; third, to lay out its road, not exceeding one hundred feet in width, and to construct the same; and, for the purpose of cuttings and embankments, to take as much more land as may be necessary for the proper construction and security of the road, and to cut down any standing trees that may be in danger of falling on the road, making compensation therefor as provided in this chapter for lands taken for the use of the company; fourth, to construct its road across, along or upon any stream of water, water-course, street, highway, plank-road, turnpike or canal which the route of its road shall intersect or touch, but the company shall restore the stream, water-course, street, highway, plank-road and turnpike thus intersected or touched to its former state, or to such state as not unnecessarily to have impaired its usefulness. Nothing herein contained shall be construed to authorize the erection of any bridge or other obstruction across or over any stream navigated by steamboats at the place where any bridge or other obstruction may be proposed to be placed, so as to prevent the navigation of such stream, nor to authorize the construction of any raliroad not already located in, upon or across any street in a city or road of any county, without the assent of the corporate authorities. of said city, or the county court of such county; fifth, to cross, intersect, join and unite its railroad with any other railroad before constructed, at any point on its route, and upon the grounds of such other railroad company, with the necessary turnouts, sidings and switches. and other conveniences, in furtherance of the objects of its connections; and every company whose railroad is or shall be hereafter intersected by any new railroad, shall unite with the owners of such new railroad in forming such intersections and connections, and grant the facilities aforesaid; and if the two corporations cannot agree upon the amount of compensation to be made therefor, or the points and

(c) Subscriptions to stock. 31 Mo. 19; 39 Mo. 485; 54 Mo. 58: 53 Mo. 156; 57 Mo. 70; 65 Mo. 542; 67 Mo. 353; 69 Mo. 150; 83 Mo. 235, 634; 84 Mo. 263. Assent. 45 Mo. 242; 51 Mo. 483, 522, 350; 67 Mo. 331, 353, 476; 69 Mo. 150; 72 Mo. 329; 96 Mo. 29; 120 Mo. 577. Subscriptions to branch lines. 67 Mo. 445. Subscribers not released from liability, when. 18. Mo. 210; 22 Mo. 291; 36 Mo. 294. Where subscribed on conditions, conditions must be complied with. 64 Mo. 30; 65 Mo. 542. One can become stockholder only in mannerprescribed by statute. 83 Mo. 235; see 72 Mo. 110.