powers as are necessary to the conduct of its business not inconsistent with law.

§ 764. The articles of incorporation may be amended and changed in the manner provided in article one of this chapter; and a copy of any amendment or alteration attested by the president and secretary of the corporation, shall be filed in the office of the railroad commissioners and the Secretary of State within thirty days after its adoption by the corporation; and when so filed and a certificate of that fact is delivered to the president or secretary, the corporation shall have the right to make such alterations and changes in its business as are authorized by the amended articles.

$765. No railroad corporation organized or created by or under the laws of any other State, shall have the right to condemn land for, or acquire the right of way for, or purchase or hold land for its depots, tracks, or other purposes, until it shall have first filed in the office of the Secretary of State of this State, in the manner provided in the first article of this chapter, its acceptance of the Constitution of this State, and shall have become organized as a corporation under the laws of this State, which it may do by filing in the office of the Secretary of State and the Railroad Commission, articles of incorporation in the manner and form provided in section 182 of this article.

$766. A copy of any articles of incorporation, or any amendments thereto, filed in the offices mentioned, and certified by the Secretary of State, shall be admitted as evidence for or against the corporation, and shall be prima facie evidence of the matters therein stated.

$767. Every corporation proceeding to construct its road in or through any county shall file and have recorded at its expense in the county clerk's office of such county, a map of the route, showing the center of said proposed road, and width thereof; and if, after a road is located, it is desired to change its location, or the proposed route is changed, as it may be, a map showing such change as well as the center and width thereof, shall be filed and recorded at its expense in the county clerk's office of the county in which the change is made. If the proposed route, as indicated by the map, crosses the line of any other railroad, notice of such fact shall, before the construction of the road is commenced near the point of crossing, be given to the Railroad Commission, who shall give notice to the corporation whose road it is proposed to cross, as well as

the other corporation, of the time and place it will meet to consider the question of approving the crossing, if objection be made thereto; and the commission may determine the manner in which the crossing shall be made to protect against accidents thereat. (22 R. 658; 23 R. 273.)

$768. Every company shall possess the following powers, and be subject to the following liabilities and restrictions:

First. To cause such examinations and surveys for the proposed railroad to be made as may be necessary to the selection of the most advantageous route for such road; and, for such purposes, by its officers, agents and servants, to enter upon lands or waters of any person, but subject to liability for all damages which they shall do thereto.

Second. To receive, hold, enter upon, and take possession of such voluntary grants and donations of real and other property as shall be made to it, to aid in the construction and maintenance and operation of such road; but the real property thus received shall be held and used for the purposes of such grant or donation only.

Third. To purchase, hold, enter upon, take possession of and use all such real estate, franchise and other property as may be necessary for the construction, maintenance and accomodation of its line of road, but the same shall not be taken or appropriated without the consent of the owner until the compensation to be made therefor is agreed upon or ascertained, and paid or deposited as provided by law.

Fourth. To lay out its road not exceeding one hundred feet in width, and if more than one track is laid, fifty feet additional for each track, and construct the same; and for the purpose of cuttings, or embankments, and procuring stone, gravel or other material, or for the purpose of draining its road-bed, to take, in the manner herein provided, such other lands in the vicinity of or adjacent to its road as may be necessary for the proper construction, operation and security of its road and to change, when it deems proper, the gauge of its road; and may, for the purpose of avoiding annoyance to public travel or dangerous or difficult grades or curves, or unsafe or insecure grounds or foundations, or for other reasonable cause, change the location or grade of any portion of its road, but shall not, except as otherwise provided, depart from the general route prescribed in the articles of incorporation.

Fifth. To construct its road upon or cross any watercourse, private or plank road, highway, street, lane or alley, and across

any railroad or canal; but the corporation shall restore the watercourse, private or plank road, highway, street, lane, alley, railroad, or canal to its former condition, as near as may be, and shall not obstruct the navigation of any stream, or obstruct any public highway or street, by cars of trains, for more than five minutes at any one time; and shall construct suitable road and street crossings for the passage of teams by putting down planks or other suitable material between and on each side of the rails, the top of which shall be at least as high as the top of the rails of such road or street; and in case the road is constructed upon any public street or alley, the same shall be upon such terms and conditions as shall be agreed upon between the corporation and the authorities of any city in which the same may be; but such road shall not be constructed upon any public street or alley until compensation shall be made by the corporation therefor to the owner of the property adjoining such street or alley, and opposite where such road is to be constructed, either by agreement or in the manner provided by law. (22 R. 572; 10 Ky. 628; 18 R. 1088; 20 R. 475; 104 Ky. 186; 20 R. 115; Const., sec. 242.)

$769. Any company may build such spurs, switches, tracks or branches as may be necessary to conduct its business or develop business along its line of road, and for that purpose shall have all the powers and be subject to the same restrictions and liabilities as are conferred upon it for the construction of its main line; and may purchase the property and franchises of any other railroad company at public or private sale not a competing or parallel line; and may sell its franchises and property to any other company not a competing or parallel line or otherwise prohibited by law to purchase, and may, unless prohibited by law, subscribe to the capital stock of any other railroad company organized under the law of this or any organized under the laws of this or any other State, may, unless prohibited by law, subscribe to the capital stock of any company organized under this law, with the assent of such company, and may make any agreement or arrangement, not inconsistent with law, with any other railroad company.

770. Any two or more railroad companies organized under this chapter or the laws of this or any other State may, unless otherwise provided by law, consolidate into a single company in the manner provided by article one, of this chapter as amended, and such new corporation shall possess all the powers, exemptions, rights and franchises conferred upon such two or more corporations, and

be vested with all the property and assets of the constituent corporations, and shall be subject to all the restrictions and liabilities, and perform all the duties imposed by the provisions of their respective charters or laws of organization not inconsistent with this law.

§ 771. Corporations organized under this law shall have power to borrow such sums of money as may be necessary for funding their floating debt, or for completing, equipping or operating their road, or any part thereof, or for paying any debts incurred for such purposes, and to issue and dispose of their bonds or obligations for any amount necessarily borrowed for such purpose, and to mortgage their corporate property and franchises, or any part thereof, to secure the payment of any debt contracted, or to defray any expenditure for the purposes aforesaid; and may confer on any holder of such lands or obligations the right to convert the same into the stock of such company; and may, in the manner provided in article one of this chapter, increase or decrease its capital stock; and the increased stock may be "common" or "preferred," as shall be designated in the call for the meeting of the stockholders. If preferred stock is issued, the company may guarantee to the holders thereof semi-annual or quarterly dividends, to an amount not exceeding six per cent per annum, payable at its office or at such other places as the directors may designate. The stock may be sold at such time and place, either within or without the State, as may be deemed advisable, and the proceeds thereof applied for the purposes for which it was issued; the unpreferred stock of the company shall be entitled to dividends only out of the surplus of the profits, after setting apart a sum sufficient to pay the dividends upon the preferred stock; and the company which issues such preferred stock shall reserve the privilege of redeeming and canceling the same at par at any time after three years from the date of its issue; and the preferred stock herein provided for may be convertible into bonds of the company at the option of the parties.

$771A 1. Whenever any company owning or operating a railroad in Kentucky, or any company owning or operating a bridge over a navigable stream constituting a boundary of the State of Kentucky, shall be insolvent and shall come into the hands of any court under proceedings to enforce any mortgage or deed of trust, or for the payment of debts, it shall be lawful for the holders of a majority of any class of securities issued by such

company, or any class of creditors of such company, to prepare and submit to such court a plan for the reorganization of the company. Such plan shall provide: First. For the payment of all taxes and assessments due and owing by such company. Second. For the payment of all debts for labor and material and supplies due by said company, and for which a lien shall exist on the property thereof under the law of the State of Kentucky. Third For the payment of any debt due or the assumption of any debt not due, and for which there shall exist a lien prior and superior, to the claim of the class of creditors or security-holders proposing such plan. Fourth. For the issue of new classes of securities, which shall be for distribution among the creditors of the holders of the class of securities proposing such plan, and of subordinate and inferior securities or debts, and providing for such distribution. Such plan shall, as far as practicable, regard the relative rights and priorities of the different classes of creditors or securityholders.

2. When any such plan as above provided, shall be filed with the court, it shall be the duty of the court to give such notice, by publication or otherwise, as it the (may) order, that a plan of reorganization has been filed in the cause, and that any holder or holders of any securities, or any creditor of such company, shall be entitled to file objections thereto, and shall be entitled to be heard in person or by attorney on the subject thereof; and if, upon the hearing thereof, and upon consideration of such plan the court shall approve the same, or shall approve the same with such alterations and amendments as the court shall adopt, and such plan or scheme so approved shall receive the assent of the holders of three-fourths of the class of securities proposing the same, and a like proportion of all other classes of creditors subordinate thereto, and the court shall be of opinion that the said plan and scheme of reorganization is fair and equitable, and has made reasonable provision for the holders of all securities of said companies, the court shall adjudge and order that said plan or scheme of reorganization shall be adopted and carried out, and shall make proper provision for the execution thereof.

3. All creditors and persons holding securities of the said company, and not objecting to such plan of reorganization, shall be deemed to have assented thereto, and upon the entry of such order of approval, the court may require from any creditor or person holding any of the securities of said company embraced by the said plan