Paine and Others v. The Lake Erie and Louisville R. R. Company. which took effect May 1st, 1856, entitled, "An act to authorize the consolidation of railroad companies in this State with railroad companies of States adjoining, in certain cases, and to authorize railroad companies in this State to extend their roads in adjoining States," as found in Swan & Critchfield's compilation of the laws of Ohio. The defendants objected to the introduction of said evidence for the following reasons: because the same is incompetent, and immaterial; because the same is not pleaded; because the same does not purport to be printed under the authority of the State of Ohio. The court overruled the objection and permitted said act to be read in evidence; to which ruling of the court the defendants excepted. Said act was then read in evidence, as follows: "An act to authorize the consolidation of railroad companies in this State with railroad companies of States adjoining, in certain cases, and to authorize railroad companies in this State to extend their roads into adjoining States. [Passed April 10, and took effect May 1, 1853. 53 vol. Etat. 143.] (162.) SEC. 1. Be it enacted by the General Assembly of the State of Ohio, That it shall be lawful for any railroad company in this State, organized under the general or any special law, or which may hereafter be organized in this State, and whose line of road shall be made or in the process of construction to the boundary line of the State, or to any point either in or out of this State, to consolidate its capital stock with the capital stock of any railroad in an adjoining State, the line of whose road has been made or is in process of construction to the same point, and where the several roads so unite as to form a continuous line for the passage of cars: Provided, that roads running to the bank of any river which is not bridged shall be held to be continuous under this act. (163.) SEC. II. That said consolidation shall be made under the conditions and restrictions following-that is to say, Paine and Others v. The Lake Erie and Louisville R. R. Company. First. The directors of the several corporations may enter into a joint agreement under the corporate seal of each company for the consolidation of said companies, and prescrib ing the terms and conditions thereof; the mode of carrying the same into effect; the name of the new corporation; the number of the directors and other officers thereof, and their place of residence; the number of shares of the capital stock; the amount of each share; and the manner of converting the capital stock of each of said companies into that of the new corporation, with such other details as they shall deem necessary to perfect such organization and the consolidation of said companies. Second. Said agreement shall be submitted to the stockholders of each of the said companies, at a meeting thereof, called separately for the purpose of taking the same into consideration; due notice of the time and place of holding such meeting, and the object thereof, shall be given by writ ten or printed notices, addressed to each of the persons in whose names the capital stock of said companies stands on the books thereof, and also by a like notice published in some newspaper in the city or town where such company has its principal office or place of business. And at the said meeting of stockholders the agreement of the said directors shall be considered, and a vote, by ballot, taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote, and the ballots shall be cast in person or by proxy, and if two-thirds of all the votes of all the stockholders shall be for the adoption of said agreement, then that fact shall be certified thereon by the secretary of each of said companies, and the agreement so adopted, or a certified copy thereof, shall be filed in the of fice of the Secretary of State, and shall be deemed and taken to be the agreement and act of consolidation of said companies. And a copy of said agreement and act of consolidation duly certified by the Secretary of State, under the great seal of the State of Ohio, shall be evidence of the existence of said corporation. Paine and Others v. The Lake Erie and Louisville R. R. Company. (164.) SEC. III. Upon the making and perfecting the agreement and act as provided in the preceding section, and filing the same or a copy with the Secretary of State, the several corporations, parties thereto, shall be deemed and taken to be one corporation, possessing within this State all the rights, privileges, and franchises, and subject to all the restrictions, disabilities, and duties of such corporation of this State so consolidated. (165.) SEC. IV. It shall be the duty of the stockholders, at the meeting called to take into consideration said agreement as hereinbefore provided, after the adoption of the same, to appoint a time and place for the election of the directors and other officers of the new corporation, which may be provided for in said agreement, notice whereof shall be given by the secretary of each of said companies, in some newspaper printed at the place of the principal office of each of said companies, of the time and place of said election, at least three weeks previous thereto, which election shall be conducted in the manner that may be prescribed by said meeting of stockholders. ⚫ (166.) SEC. V. Upon the election of the first board of directors of the corporation created by said agreement of consolidation, and by the provisions of this act, all and singular the rights, privileges, and franchises, of each of said corporations, parties to the same, and all the property, real, personal, and mixed, and debts due on account of subscriptions of stocks or other things in action, shall be deemed to be transferred and vested in such new corporation without further act or deed; and all property, all rights of way, and all other interests, shall be as effectually the property of the new corporation as they were of the former corporations parties to said agreement; and the title to real estate, either by deed, gift, grant, or by appropriations under the laws of this State, shall not be deemed to revert or be impaired by reason of this act: Provided, that all rights of creditors, and all liens upon the property of either of said corporations, shall be preserved unimpaired, and the respective corporations, may Paine and Others v. The Lake Eric and Louisville R. R. Company. be deemed to be in existence to preserve the same; and all debts, liabilities and duties, of either of said companies, shall thenceforth attach to said new corporation and be enforced against it to the same extent as if said debts, liabilities, and duties, had been contracted by it. (167.) SEC. VI. Such new company shall, as soon as convenient, after such consolidation, establish a principal office at some point in this State on the line of its road, and change the same at pleasure, giving public notice in some newspaper of such establishment or change." (168.) SEC. VII. Suits may be brought and maintained against such new company in the courts of this State for all causes of action in, the same manner as against other railroad companies in this State. (169.) SEC. VIII. That portion of the road of such consolidated company in this State, and all its real and personal property, shall be listed for taxation and taxed in the same manner as the road and property of other railroad companies in this State. To ascertain the proportion of the rolling machinery, subject to taxation in this State, the officer listing the same shall ascertain the value of the rolling machinery of such company, and return a sum bearing the same proportion to the value of the whole that the length of the line of such road within this State bears to the length of the whole line. (170.) SEC. IX. That any railroad company now organized or which may hereafter be organized in this State for the purpose of constructing a railroad to the boundary line of this State, shall be authorized to extend its road into and through any adjoining State under the regulations which may be prescribed by such adjoining State, and the rights, powers, and privileges of such company over such extension, in construction and use of such road in controlling the property and applying money and assets thereon, shall be the same as if said road had been built wholly within this State. (171.) SEC. X. Any stockholder who shall refuse to con Paine and Others v. The Lake Erie and Louisville R. R. Company. vert his stock into the stock of the consolidated company shall be paid the highest market value of such stock at any time within six months next preceding the time of the mak ing of such agreement for consolidation by the directors, if previous to such consolidation he shall so require; and if the stockholder so refusing to consolidate, and the board of directors of the company desiring to consolidate, can not agree as to the value of said stock, it shall be lawful for the parties to submit the question to arbitration, which arbitration shall be conducted in accordance with the provisions of the law in force regulating arbitrations (so far as the same may be applicable), by three disinterested persons, to be appointed upon the motion of either of the parties by the judge of the court of common pleas of the county in which the person owning the stock shall reside, or, in case he be a non-resident of the State, or of any county through which said road shall pass, then in the county in which the principal office of the company shall be kept; and if the person so refusing to convert his stock shall refuse to submit the question to arbitration, the proper judge shall, upon the application of any director of either of the companies desiring to consolidate, appoint the arbitrators, who shall proceed to ascertain the value of the stock the same as if the question had been submitted by the consent of both parties; and if the party owning the stock shall refuse to receive the amount awarded, in any case provided for in this section, it shall be lawful for the company to deposit the same with the clerk of the court of common pleas of the county in which the arbitration shall be held, which deposit shall authorize the parties to proceed to consolidate without further payment to such stockholder. (172.) SEC. XI. In all cases of arbitration under the provisions of the foregoing section, it shall be the duty of the party desiring such arbitration to give the opposite party at least ten days notice of his intention to apply to the judge. for the appointment of the arbitrators, which notice shall be served in the same manner as is provided for the service |