the title of and the right to enjoy the same in such grantee. [65 v. 142, 21; 66 v. 334, 22 1, 2; S. & S. 133.]

H.subscribed for a number of shares in a railroad company, the subscription to be paid when the road was completed. The company being unable to complete the road, sold all of its property to another railroad company, which latter company completed the construction of the road: Held, that this section did not confer authority to sell the stock subscription of H.; and no ownership in the subscription passed to the company grantee, by virtue of the deed. The subscription was conditional, and the company grantee did not, by performing the condition precedent, fix the liability of the subscriber: Railroad Co. v. Hinsdale, 45 O. S. 556.

SEC. 3410. [The transfer to be by deed.] Such transfer shall be by deed, duly executed by the president of the company grantor, in the manner provided by law for the conveyance of real estate, and shall be for such consideration as the parties may agree upon. [65 v. 142, 2; S. & S. 133.]

SEC. 3411. [Two-thirds in interest of stockholders must consent.] Before any such transfer shall be made, the president of the company shall call a meeting of the stockholders of the company at some convenient point on the line, or at a terminus of the road, of which he shall cause at least thirty days' notice to be published, in some newspaper printed or in general circulation in each county in which such road-bed and right of way are situate; such meeting may, by a concurrent vote of two-thirds in interest of the stock represented thereat by the owners thereof, in person or by proxy, declare by resolution the inability of such company to complete its line of road, prescribe the terms of the proposed transfer of its road-bed and right of way, and direct the president of the company to execute the deed; and all such proceedings, resolutions, and directions shall be duly recorded in the proper record book of the company, and a copy thereof delivered to the grantee, and they shall also be recited in the deed. [65 v. 142, § 3; S. & S. 133.]

SEC. 3412. [What interest dissenting stockholder may retain.] No transfer shall be made against the dissent of any stockholder, expressly declared and filed in writing at such such meeting, without the guaranty of the company grantee that it will cause to be issued to him certificates of its capital stock, equal in amount to his pro rata interest as a stockholder of the grantor, in the amount for which the property is sold. [65 v. 142, 4; S. & S. 133.]

SEC. 3413. [Title to property vests in grantee.] The title to the property so transferred, together with the right to use, occupy, and enjoy the property for any and all purposes proper for the construction, maintenance, and operation of a railroad thereon, shall pass to and vest in the company grantee, by the execution of the deed, to the same extent as the granting company might or could use, occupy, and enjoy the same. [65 v. 142, 25; 70 v. 245, 21; S. & S. 133.]

SEC. 3414. [Certain rights of way forfeited.] Where, upon an unfinished road, a right of way, or any part thereof, remains for ten years unused for railway purposes, it shall be held forfeited, and shall revert to the owner of the land, unless at least twenty miles of the road have been completed by the company during that period. [65 v. 142, 26; S. & S. 133.]

RECEIVERS.

SEC. 3415. [May sue and be sued without leave of court.] When a line of railroad, the whole or any part of which lies within the limits of this state, has been placed, by order of court, in the hands of a receiver, who has taken charge of and is operating the same for the purpose of carrying passengers and freight, and doing such other things as ordinarily belong to the running and management of railroads, such receiver may, in his official capacity, sue or be sued in the courts of this state without leave previously granted; provided, however, that no person shall act as such receiver unless he be a resident citizen of this state. [69 v. 31, 2 1.]

A receiver of a railroad, operating the road under the order of the court, in the manner it might be done by the railroad company, and having the exclusive control of the road, and his agents and

employes in the business, may be made answerable in his official capacity, to his employes and others, for injuries sustained through the negligent discharge of his duties by himself or agents, where the railroad company, if it were operating the road, would have been liable: Meara v. Receivers, 20 O.S.137. As to power of foreign receiver and right to sue in Ohio: Bank . McLeod, 38 O. S. 174. Cited in Railroad Co. v. Orme, 1 C. C. 513. See same case, under 2 5044.

A receiver of a railroad company is a competent party plaintiff in a suit to restrain ditch proceedings against the company, commenced and prosecuted after his appointment as such receiver: Caldwell v. Township Trustees, 2 C. C. 10.

This section authorizes suits to be brought against the receiver of railroads, and the same prosecuted to final judgment, without leave of court; but does not authorize the levy upon or sale of property in the possession of such receiver without leave of the court appointing the receiver: Croy, Admr., v. Marshall, 3 C. C. 489.

If a creditor claims that property is improperly in the hands of a receiver, he must apply to the court appointing the receiver, to release the same, so that he may levy upon it: Ib.

Where a plaintiff in an action against a railroad company whose property is then in the hands of a receiver (appointed by the same court), to which action such receiver is not a party. recovers against the company a money judgment, the same is not void, on the ground that for this reason the court had not jurisdiction to render the same: Mather v. Tunnel Co., 3 C. C. 284.

SEC. 3416. [Where action may be brought, and service.] Actions may be brought against the receiver of a railroad in any county through or into which the road is constructed, and service of summons may be had upon the receiver, or upon the superintendent of the road, or upon any ticket or freight agent who is in the employment of or acting for the receiver; but no service made upon the ticket or freight agent shall be valid, unless the office or place of business of such agent is in the county where suit is brought. [98 v. 31, 2 2.]

Cited in Railroad Co. v. Orme, 1 C. C. 513.

SEC. 3417. [Application of funds, and lien thereon.] The earnings of a railroad in the hands of a receiver, and all other money which comes into his hands as such receiver, shall be applied first to pay costs and expenses of the suit in which he was appointed, and the expenses of operating and managing the road, including all materials and supplies procured by him therefor, and liabilities incurred by him in such operation and management; and all judgments recovered against the receiver of a railroad for injuries to person or property, or for wages of employes or work done or materials furnished while he is operating or managing the road, shall be a lien on the funds in his hands as receiver, but shall affect him only in his trust capacity, and not individually. [69 v. 31, 2 3.]

Satisfaction of a judgment rendered against a receiver can be obtained only out of the fund in his bands, as may be directed by the court appointing him: Meara v. Receivers, 20 O. S. 137.

SEC. 3418. [Where receiver must deposit money.] When the line of [a] railroad operated by a receiver lies wholly within this state, all money which comes into the hands of the receiver, whether arising from operating the road or otherwise, shall be kept and deposited in such place within this state as the court may direct, until properly disbursed; but if any portion of the road lies in another state, the receiver shall be required to deposit in this state at least such share of the funds in his hands as is proportioned to the value of the property of the company within this state. [69 v. 31, 2 4.]

JUDICIAL SALES OF ROADS.

SEC. 3419. [How purchaser of railroad may acquire franchise.] The purchaser of a railroad, situate wholly or partly within this state, which has been or may hereafter be sold pursuant to judicial proceedings, may acquire the franchise to be a corporation originally vested in the company which held the road prior to such sale, by grant of such company, under such terms and conditions as may be agreed upon by the directors of the company, with the consent of the stockholders owning two-thirds of the stock; which grant shall be in the same form as is required by law to convey real estate,

and shall pass such franchise to the persons or company becoming the owner, by purchase as aforesaid, of such railroad; but no such grant shall be made unless provision be made for granting to the stockholders in the original company stock in the reorganized company, upon equal terms with the stockholders thereof, and as shall be acceptable to the directors making such grant. [62 v. 169, 21; S. & S. 125.]

Construed as applied to transfer of a special charter under Constitution of 1802; rights of transferee in such case held subject to limitations of Constitution of 1851; State v. Sherman, 22 O. S. 411.

SEC. 3420. [Certain roads may be sold at judicial sale.] The real and personal property, road-bed, right of way, fixtures, and franchises of a company in this state which has not completed, nor conveyed by deed of trust, or mortgage, any part of its road, and which is insolvent, and whose property is in the hands of a receiver appointed by a court of competent jurisdiction, may be sold at judicial sale; and the title thereto, with all the rights, liberties, faculties, and franchises, shall pass by such sale, and vest in the purchaser thereof, as fully as the same had been possessed, exercised, and enjoyed by such company. [65 v. 192, 21; S. & S. 131.]

In an action brought to determine the priority of liens on, and for the sale of, a railroad, neither lien holders nor general creditors can question the legality of the incorporation of the railway company, or the validity of mortgages of such company, upon the ground of such illegality; Hatry v. Railway Co., 1 C. C. 426.

SEC. 3421.

[The receiver must petition therefor.] Before any such sale shall be ordered the receiver shall file in such court his petition therefor, in which he shall set forth the names of the creditors of the company, with the sums due to each, as nearly as can be ascertained, a statement of its assets, exclusive of its road-bed, rights of way, and franchises, and a pertinent description, in general terms, of the road-bed, right of way, and property so sought to be sold, and shall cause notice thereof to be published, for six consecutive weeks, in some newspaper printed and of general circulation in each of the counties in which any part of the road-bed is situate; and any creditor shall, at any time before the distribution of the proceeds of the sale, have the right to appear and set up his claim by answer, and have it determined by the court, if it is omitted from or inaccurately stated in the petition. [65 v. 192, ? 2; S. & S. 131.]

SEC. 3422. [Order for appraisement of road.] The court, on proof of the publication of such notice, and on being satisfied that a sale is necessary for the payment of the indebtedness of the company, shall order the sale of such road, road-bed, rights of way, property, and franchises, upon such terms of payment as the court may deem proper, and shall issue its order to the receiver, commanding him that he cause the same to be appraised by commissioners, to be selected by the court, skilled in the construction and value of such road-beds as they may be called upon to appraise, having the qualifications of a freeholder, not less than three in number, and consisting of at least one from each county in which any part of the road-bed is situate; and such proceedings shall be had under such order as are provided by law in case of sales of real estate made by order of court in other cases, so far as the same may be applicable. [65 v. 192, § 3; S. & S. 132.]

SEC. 3423. [Notice of sale to be published.] Before any such sale shall be made, notice thereof shall be given by publication, for six consecutive weeks, in some newspaper published and of general circulation in each of the counties through or in which such road is located, and also in some newspaper published and of general circulation in each of the cities of New York and Cincinnati, for at least thirty days prior to the day of sale; but the sale shall not be made for less than two-thirds of the appraised value of the property and rights, unless, upon the same having been twice offered and not sold the court, in its discretion, order a reappraisement. [65 v. 192, ? 4; S. & S. 132.]

SEC. 3424. [Confirmation of sale, and deed.] When a sale is made and reported to the court, if the court is satisfied that the same was fairly and properly conducted, in all respects, according to law, and the order of the court, it shall cause the sale to be

confirmed, and shall order the receiver to execute and deliver to the purchaser a deed of conveyance for the road, road-bed, rights of way, real estate, fixtures and franchises so sold. [65 v. 192, ? 5; S. & S. 132.]

SEC. 3425. [How proceeds of sale distributed.] The proceeds of the sale, after paying the costs and expenses thereof and the unpaid expenses of the trust against the company, shall be distributed pró rata among all the creditors of the company. [65 v. 192, 6; S. & S. 132.]

SEC. 3426. [Who may purchase such property.] A company organized under the laws of this state may become the purchaser of such property; and any number of persons, not less than five, may become the purchasers of such road, road-bed, rights of way, property and franchises, at such sale, and upon filing a transcript of the decree of confirmation in the office of the secretary of state, shall become a corporation of this state, amenable to its process, and, with perpetual succession by such name as they may assume to themselves, subject to the laws of this state regulating corporations, and shall hold the property, rights and franchises so purchased, free and discharged from all liability for the debts of the original corporation. [65 v. 192, ? 7; S. & S. 132.]

SEC. 3426a. [Purchaser of railroad at judicial sale may sell same; grant to be recorded.] The purchaser or purchasers of the real and personal property, road-beds, rights of way, fixtures and franchises of any railroad company in the state of Ohio, and situated wholly or in part in this state that have been or shall hereafter be sold pursuant to judicial order, judgment, or decree, and which sale has been confirmed by the court making the order of sale, may sell the same, or any portion thereof; and the title thereto, with all the rights, liberties, faculties and franchises shall pass by such sale and vest in the purchaser or purchasers thereof, as fully as if the same had been possessed, exercised and enjoyed by such railroad company, and which passed by said judicial sale; which grant, being in the same form as by law required to pass real estate, shall be recorded in the record of deeds of the county or counties in which said real or personal property is situated, and said rights and franchises are or may be exercised. [1880, March 11; 77 v. 60.]

SEC. 3426b. [Railroad company, and any number of persons, may become purchasers; purchasers may become incorporated; stock and bonds may be issued as purchase price, etc.] That any railroad company organized or existing under the laws of this state may become the purchasers of such property, as provided in the first section (3426a) of this act, and any number of persons may become the purchasers of such road, road-beds, rights of way, property and franchises, as provided herein, either directly at such judicial sale or by grant from the purchasers at such sale, whether the same shall have been heretofore or may hereafter be made; and upon filing a copy of said deed or grant in the office of the secretary of state with articles of incorporation executed in accordance with sections thirty-two hundred and thirty six and thirty-two hundred and thirty-seven of the Revised Statutes of Ohio, they and such persons as they may associate with them, not less than five in number, shall become a corporation, with perpetual succession, by such name as they may assume to themselves, with full capacity to maintain and operate such railroads, whether located wholly within this state, or partly within this state, and partly within another state or states, and with authority to provide for the purchase price of the railroad and other property so purchased, by the issue of its capital stock, preferred or common, and bonds secured by mortgage or otherwise, bearing interest at a rate not exceeding seven per cent. per annum, and stock and bonds heretofore or hereafter issued at such purchase price, in whatever amounts the incorporators, in good faith, may have agreed on, shall be valid and taken as fully paid for by the transfer to said corporation of such railroad and property, and also by such issue of stock or bonds, to raise the necessary means suitable to improve such railroad property and equipment for the uses and purposes for which it is employed; and in the operation and maintenance of such railroad, the said corporation shall be entitled to all the rights, and be subject to all the obligations and re

strictions imposed upon railroad companies by the general laws of this state. [1880, March 11: 77 v. 60; 1890, April 24: 87 v. 270.]

RAILROAD POLICE.

SEC. 3427. [Appointment of railroad police; their qualifications, term of office and revocation of commission.] The governor, upon the application of a company owning or using any railroad in this state, shall appoint and commission such persons as the company may designate, or as many thereof as he may deem proper, to act as policemen for and upon the premises of such railroad or elsewhere, when directly in the discharge of their duties for such railroad; and all policemen so appointed shall be citizens of the state of Ohio, and men of good character, and said policemen shall hold their office for three years, unless their commissions be revoked by the governor for good cause shown, or by the railroad company as provided by section three thousand four hundred and thirty-two of the Revised Statutes, and all commissions heretofore issued by the governor - of this state, under and by virtue of section three thousand four hundred and twenty-seven of the Revised Statutes of Ohio, as passed March 18, 1867, shall expire, and the authority under and by virtue of the same shall be revoked on and after the first day of June, 1885. [1885, February 18: 82 v. 51; Rev. Stat. 1880; 64 v. 60, ?? 1, 2; S. & S. 121.]

The state has reserved to itself the right to enact police laws necessary to secure the lives and property of its citizens. Among the powers thus reserved is that of prescribing reasonable regulations for the running of trains so as to avoid danger to the lives and property of its citizens: Railway Co. v. Railroad Co., 30 O. S. 604.

SEC. 3428. [Oath; record of commission; powers and liabilities of such police.] Each policeman so appointed shall, before entering upon the duties of his office, take and subscribe an oath of office, which shall be indorsed upon his commission; a certified copy of such commission, with the oath, shall be recorded in the office of the clerk of the court of common pleas in every county through or into which the railroad for which such policeman is appointed runs, and for which it is intended he shall act; and policemen so appointed and commissioned shall severally possess and exercise all the powers, and be subject to all the liabilities of policemen of cities of the first class, in the several counties in which they are authorized to act while in the discharge of their duties for which they are appointed. [1885, February 18: 82 v. 51; Rev. Stat. 1880; 64 v. 60, 23; S. & S. 121.]

SEC. 3429. [Power of such police to enforce regulations of road and make arrests.] A company which avails itself of the provisions of the two preceding sections may make needful regulations to promote the public convenience and safety in and about its depots, stations and grounds, not inconsistent with the laws of the state, and cause the same to be printed and posted conspicuously upon its depots or station buildings, and such policemen may enforce and compel obedience to the same; and the keeper of jails, lock-ups, or station-houses in any of such counties shall receive all persons arrested by such policemen for the commission of any offense against such regulations or the laws of the state, upon or along the railroad or premises of any such company to be dealt with according to law. [64 v. 60, 2 3; S. & S. 121.]

SEC. 3430. [Such police to wear badges, when.] Each policeman so appointed and commissioned, shall wear in plain view, when on duty, as heretofore specified, a metallic shield with the word "Police," and the name of the railroad for which he is appointed inscribed thereon, except while acting as detective in the discharge of his duties for such sailroad. [1885, February 18: 82 v. 51; Rev. Stat. 1880; 64 v. 60, ₹ 4; (S. & S. 121).]

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SEC. 3431. [Compensation of police.] The compensation of such policemen e paid by the company for which they are respectively appointed, and at such as may be agreed upon by the parties. [64 v. 60, 25; S. & S. 121.]