comply with terms of char ters, &c.; 1869, 408,'§ 3. SECT. 7. Whenever, in the judgment of the railroad com- To notify railmissioners, it shall appear that any railroad corporation fails, in ronds failing to any respect or particular, to comply with the terms of its charter or the laws of the Commonwealth, or whenever in their judgment any repairs are necessary upon its road, or any addition to its rolling stock, or any addition to or change of its stations or station-houses, or any change in its rates of fares for transporting freight or passengers, or any change in the mode of operating its road and conducting its business, is reasonable and expedient in order to promote the security, convenience and accommodation of the public, said railroad commissioners shall inform such railroad corporation of the improvements and changes, which they adjudge to be proper, by a notice thereof notice, how in writing, to be served by leaving a copy thereof, certified by the commissioners' clerk, with the clerk, treasurer, or any director of said corporation; and a report of the proceedings shall be included in the annual report of the commissioners to the legislature. [No alterations in sections 2-7.] to be served. eral when rail SECT. 8. Whenever any railroad corporation continues any To notify the violation of the terms of its charter or the laws of the Common- attorney-genwealth, after notice as provided in the previous section, the road violates board of railroad commissioners shall forthwith present the facts 1870, 307, § 5. to the attorney-general, who shall take such proceedings thereon Rep. R. R.Com. as he may deem expedient. [This section is a substitute for 1870, chap. 307, sect. 5; the case of a refusal or neglect to make returns, also provided for in the original section, will be found in sect. 190 of this revision. No alteration other than verbal has been made.] any law. 1870, p. 105. ination of rail any city or cases. SECT. 9. It shall be the duty of said commissioners, upon To make examthe complaint and application of the mayor and aldermen of any road on comcity, or the selectmen of any town, to make an examination of plaint of town or city authorthe condition and operation of any railroad, any part of whose ities; location lies within the limit of such city or town; and if twenty -or of twenty or more legal voters in any city or town shall, by petition in legal voters of writing, request the mayor and aldermen of such city, or the town in certain selectmen of such town, to make the said complaint and appli- 1869, 408, § 4. cation, and the mayor and aldermen, or the selectmen, refuse or decline to comply with the prayer of the petition, they shall state the reason for such non-compliance in writing upon the petition, and return the same to the petitioners; and the petitioners may thereupon, within ten days from the date of such refusal and return, present said petition to said commissioners; and said commissioners shall, if upon due inquiry and hearing of the petitioners they think the public good demands the examination, proceed to make it in the same manner as if called Proceedings in upon by the mayor and aldermen of any city, or the selectmen of any town. Before proceeding to make such examination in such case. Powers hereto fore conferred missioners to accordance with such application or petition, said commissioners shall give to the petitioners and the corporation reasonable notice in writing of the time and place of entering upon the same. If upon such examination it shall appear to said commissioners that the complaint alleged by the applicants or petitioners is well founded, they shall so adjudge, and shall inform the corporation operating such railroad of their adjudication, in the same manner as is provided in the seventh section of this act. [No alteration.] SECT. 10. The powers and duties conferred and imposed on certain com- upon commissioners appointed under section six of chapter three hundred and twenty-one, of the acts of the year eighteen hundred and sixty-seven, and section six of chapter three hundred and thirteen, of the acts of the year eighteen hundred and sixtyeight, are hereby vested in the board of railroad commissioners. be vested in this board. 1869, 408, § 5. 1867, 321, 6. 1868, 313, § 6. Railroads to furnish all information re missioners, management, &c. [1867, chap. 321, sect. 6, relates to amount of work performed on the line of the Williamsburg & North Adams Railroad Company. 1868, chap. 313, sect. 6, to same on line of the Lee & New Haven Railroad Company. 1867, chap. 294, sect. 6, also referred to in the original section, was repealed, in so far as it provided for commissioners, by 1869, chap. 450, sect. 6. The reference in the original section to G. S., chap. 63, sects. 117, 118, is provided for in sections 160, 161 of this revision.] SECT. 11. The several railroad corporations operating railroads within the Commonwealth, shall at all times, on demand, quired by com- furnish said commissioners any information required by them relative to their concerning the condition, management and operation of the railroads under their direction and control, respectively, and particularly with copies of all leases, contracts and agreements for transportation, with express companies or otherwise, to which they are parties, and also with the rates for transporting freight and passengers upon their railroads, and upon the railroads with which their railroads respectively have connection in business. 1869, 408, § 6. Duties and lia roads not to be [No alteration.] SECT 12. Nothing in the previous sections contained shall be bilities of rail- construed to affect in any manner or degree the legal duties and obligations of any railroad corporation, or its legal liability for the consequences of its neglect or mismanagement, whether advised or not by said commissioners. affected. Provisions to apply to roads operated by trustees. 1869, 408, § 10. [No alteration other than verbal.] SECT. 13. The foregoing provisions shall be applicable to any railroad operated by trustees, upon whom notices may be served in such manner as the commissioners_shall determine. [No alteration.] to make annual 1869, 408, § 11. SECT. 14. Said commissioners shall, on or before the first Commissioners Wednesday of January in each year, make a report to the leg- report to legisislature of their doings for the preceding year, containing such lature. facts, statements and explanations as will disclose the actual 1870, 307, § 2. working of the system of railroad transportation in its bearing See §§ 181, 191. upon the business and prosperity of the Commonwealth, and such suggestions as to the general railroad policy of the Commonwealth, or as to any part thereof, or as to the condition, affairs or conduct of any of the railroad corporations of the Commonwealth, as may seem to them appropriate. RAILROAD CORPORATIONS. rations, powers SECT. 15. Railroad companies incorporated under the author- Railroad corpoity of this Commonwealth shall have the powers and privileges, of, &c. and be subject to the duties, liabilities and other provisions, G. S. 63, § 1. contained in this act, so far as the same are consistent with their respective charters. [Should any general law providing for the organization of railroad corporations and the construction of railroads, as recommended by the board of commissioners, (Second Annual Report, 1871, pp. 6, 7 and 84-88,) be enacted, it would be inserted in this revision between sections 15, 16. Its enactment would call for very few alterations in other portions of the revision.] ORGANIZATION, OFFICERS. G. S. 63, § 2. SECT. 16. The immediate government and direction of the Organization affairs of every such corporation shall be vested in a board of of officers, &c. not less than five directors chosen in the manner hereinafter 1869, 50. provided, who shall hold their offices until others are elected in 8 Allen, 379. their places. The directors shall elect one of their number to be president of the board and of the corporation; and they may elect one of their number to be vice-president; they may also choose a clerk, who shall be sworn, and a treasurer, who shall give bonds to the corporation in the sum required by the bylaws for the faithful discharge of his trust. directors. SECT. 17. With the exception of the president and vice- Salaried officers president, no officer or agent who receives a salary or stated not eligible as periodical compensation for his services from a corporation to G. S. 63, § 3. which the credit of the state has been loaned, shall while such 1869, 50. liability of the state continues be eligible as a director. MEETINGS, VOTES. SECT. 18. Every railroad corporation shall hold a meeting Annual meetannually, at some convenient place on the line of its road for ings to be on the election of directors. [No alteration, other than verbal in sections 14-17.] line of road. 1863, 212. 1868, 106. SECT. 19. Meetings shall be called and notified in the man- Meetings, how ner provided in the by-laws. called. Votes. Proxies. G. S. 63, § 6. See 1865, 236. Certificate of stock subscrib ed, to be filed. G. S. 63, § 7. Stock not to be Not to make stock dividend unless value 1868, 310. 1870, 179. SECT. 20. At all meetings each member shall be entitled to one vote for each share held by him: provided, that he shall not be entitled to a vote for any shares beyond one-tenth part of the whole number of shares of the stock of the corporation. No vote shall be given upon shares owned by the corporation or pledged in any form to or for its benefit. [No alteration in sections 19, 20.] SECT. 21. No proxy shall be valid unless executed and dated within six months previously to the meeting at which it is used; and no person shall as proxy or attorney cast more than fifty votes, unless all the shares so represented by him are owned by one person. [The original section concluded with this provision, " and no officer of the corporation, shall as proxy or attorney cast more than twenty votes." The subject of corporate officers voting by proxy, or as attorney is regulated by chap. 236 of the acts of 1865. This act unquestionably superseded the provision of section 21. A marginal reference to the act of 1865 should be retained.] CAPITAL STOCK, ASSESSMENTS, &C. SECT. 22. No corporation chartered subsequently to the twentieth day of June, in the year eighteen hundred and fiftytwo shall begin to build its road until a certificate is filed in the office of the secretary of the Commonwealth, subscribed and sworn to by the president and a majority of the directors, stating that all the stock named in its charter has been subscribed for by responsible parties, and that twenty per cent. of the par value of each and every share thereof has been actually paid into its treasury. SECT. 23. No corporation chartered subsequently to said twentieth day of June, or obtaining since that date an extension of time for the construction of its road, shall issue stock for a less sum to be actually paid in on each share, than the par value named in its charter. [No alteration in sections 22, 23.] SECT. 24. No corporation shall declare any stock dividend, or, except in so far as is otherwise provided by chapter one hunpaid in at par. dred and seventy-nine of the acts of eighteen hundred and seventy, divide the proceeds of the sale of stock among its stockholders, nor create any additional new stock, or issue certificates thereof to any person whatever, unless the par value of the shares so issued is first paid in cash to the treasurer of said corporation. Certificates SECT. 25. All certificates of stock issued in violation of the issued in viola provisions of the foregoing section, shall be void; and the directors of any corporation issuing the same shall be liable to a tion void; penalty of one thousand dollars each, to the use of the Commonwealth, to be recovered by indictment in any county where any of said directors reside: provided, that if any such director shall prove that previous to such issue he filed his dissent in writing thereto with the clerk of said corporation or was absent, and at no time voted therefor, he shall not be liable for the same. [The provisions of §§ 24-5 apply to telegraph and gas-light companies as well as to railroads. It is therefore matter for consideration whether those sections should be inserted in this revision. Properly they should be, and similar provisions in the laws under which gas and telegraph companies are organized. No alteration, other than verbal is made in these sections, with the exception of the insertion of the reference in section 24 to the act of 1870 (chap. 179), the provisions of which apply to all corporations.] penalty on directors. 1868, 310. how made and 2 Gray, 277. SECT. 26. The president and directors may from time to Assessments, time make such equal assessments on all the shares in the cor- collected. poration as they deem expedient and necessary for its purposes, G. S. 63, § 9. and may direct the same to be paid to the treasurer, who shall 9 Cush. 6. give notice thereof to the stockholders. If a stockholder 1 Gray, 546. neglects to pay his assessments for thirty days after notice from 4 Gray, 62. the treasurer, the directors may order the treasurer after giving notice of the sale to sell such shares by public auction to the highest bidder; and the same shall accordingly be transferred to the purchaser. If the shares of a stockholder do not sell for a sum sufficient to pay his assessments with interest and charges of sale, he shall be liable to the corporation for any deficiency; if such shares sell for more, he shall be entitled to the surplus remaining; but no assessment shall be laid upon the shares to a greater amount than the sum at which they shall be fixed by the charter or by vote or agreement of the stockholders. SECT. 27. When a subscriber or shareholder has paid nothing upon his shares after thirty days from the time when an assessment has become due, his shares may be declared forfeited by the directors, who may transfer them to any responsible person who subscribes for the same. If assessments shares may be forfeited, &c. G. S. 63, § 10. are unpaid, estate. Trans 12 Gray, 232. SECT. 28. The shares in the capital stock of such corpora- Shares personal tion shall be deemed personal estate, and may be transferred by fer of a conveyance in writing, recorded either by the treasurer in G. S. 63, § 11. books to be kept in his office or by an officer duly authorized by the directors in books to be kept at such other place as they may appoint. When recorded in such other place, they shall within ten days thereafter be also recorded in the books kept by the treasurer; and no conveyance of shares shall be valid against any other persons than the grantors or their representatives, unless so recorded. On making the transfer a new certificate shall be granted. [No alteration in sections 26-28.] |