No charter to be notice. 1. No charter to be granted without 2. Liability for loss or injury to 3. Rule for voting at meetings, &c. 7. Rules to govern consolidation. SEC. SECTION 1. That no charter for the incorporation of railroad granted without companies, or any extension thereof, shall be granted by the Legis lature, unless three months' public notice of the application for the Notice to be same be previously given by advertisement in one of the papers of the city of Charleston, and also in one of the papers of the County Joint Resolu- in which such road may be situated; or, if there be no newspaper in such County, then, by publication of such notice at the Court House, or some conspicuous public place in the County. given, bow and when. tion, 1856, p. 167. Liability for loss or injury to notice, &c. SEC. 2. That no public notice, or declaration, or special contract, goods, &e, not shall limit or in anywise affect the liability, at common law, of any to be limited by railroad company within this State, for or in respect of any goods 1964, XII,261 to be carried and conveyed by them; but such railroad company shall be liable, as at common law, to answer for the loss of, or injury to, any articles and goods to be carried and conveyed by them. any public notice, or declaration, or special contract, by them made and given contrary thereto, or in anywise limiting such liability, notwithstanding. Rule for voting 1870, XIV, 337, 211. SEC. 3. That at all general or special meetings or elections of the at meetings, &e. stockholders of any railroad company incorporated by this State, each share of stock shall entitle the holder thereof to one vote: Provided, That nothing herein contained shall affect any other provisions of the charter of such company, except such as relate exclusively to the number of votes to which the holders of the shares of stock therein may be entitled. To make annual troller General. SEC. 4. The several railroad companies chartered by this State report to Comp- shall be required to file in the Comptroller General's office, on or 1861, XIII,65,2 1. before the first day of October, in each year, reports, according to the following schedule, viz: Company, for the Year ending the First Day of October, of the Year One Thousand Eight Hundred Abstract of Railroad Report of the Penalty for failure to make. Consolidation of stock, franchises form contiguous line. SEC. 5. Any railroad company which shall fail to make such report shall be liable to a penalty of one hundred dollars, to be recovered by action in any Court having jurisdiction. SEC. 6. It shall and may be lawful for any railroad company or and property, to corporation, organized under the laws of this State, and operating a railroad, either in whole within, or partly within and partly without this State, under authority of this and any adjoining State, to merge and consolidate its capital stock, franchises and property with those of any other railroad company, or companies or corporations, organized and operated under the laws of this or any other State, whenever the two or more railroads of the companies or corporations so to be consolidated shall or may form a continuous line of railroad with each other, or by means of any intervening railroad: Provided, That railroads terminating on the banks of any river, which are or be connected by ferry or otherwise, shall be deemed continuous may under this Chapter: And provided, further, That nothing in this Chapter contained shall be taken to authorize the consolidation of any company or corporation of this State with that of any other State whose laws shall not also authorize the like consolidation. Provisoes. 1870, XIV,334,¿1. Rules to govern the consolida tion. Io., 2. nies. Agreement SEC. 7. Said consolidation shall be made under the conditions, provisions, restrictions, and with the powers hereafter in this Chapter mentioned and contained, that is to say: 1. The Directors of the several corporations proposing to consoli between compa- date may enter into a joint agreement, under the corporate seal of each company, for the consolidation of said companies and railroads, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number and names of the Directors and other officers thereof, and who shall be the first Directors and officers, and their places of residence, the number of shares of the capital stock, the amount or par value of each share, and the manner of converting the capital stock of each of the said companies into that of the new corporation, and how and when Directors and officers shall be chosen, with such other details as they shall deem necessary to perfect such new organization and the consolidation of said companies or railroads. Agreement to be ratified by stockholders, &c. 2. Said agreement shall be submitted to the stockholders of each of the said companies or corporations 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 a general notice, published in some newspaper in the city, town or county 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 said ballots shall be cast in person or by proxy; and if a majority 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 the respective companies, under the seal thereof; and the agreement so adopted, or a certified copy thereof, shall be filed in the office of To be filed with the Secretary of State, and shall, from thence, be deemed and taken state. to be the agreement and the act of consolidation of the said companies; and a copy of said agreement and act of consolidation, duly certified by the Secretary of State, under the seal thereof, shall be evidence of the existence of said new corporation. the Secretary of and On perfecting filing same, con plete. com Ib., 335, 23. SEC. 8. Upon the making and perfecting the agreement and act of consolidation, as provided in the preceding Section, and filing the agreement same, or a copy, with the Secretary of State, as aforesaid, the sey. solidation eral corporations, parties thereto, shall be deemed and taken to be one corporation by the name provided in said agreement and act, possessing within this State all the rights, privileges and franchises, and subject to all the restrictions disabilities and duties of each of such corporations so consolidated. Title to prope solidated corpo SEC. 9. Upon the consummation of said act of consolidation, as aforesaid, all and singular the rights, privileges and franchises of ty vested in coneach of said corporations, parties to the same, and all the property, rations. real, personal and mixed, and all debts due on whatever account, as well as of stocks, subscriptions and other things in action belonging to each of such corporations, shall be taken and deemed to be transferred to, and vested in, such new corporation, without further act or deed; and all property, all rights of way, and all and every other interest, shall be as effectually the property of the new corporation as they were of the former corporations parties by said agreement; and the title to real estate, either by deed or otherwise, under the laws of this State, vested in either of such corporations, Rights of credshall not be deemed to revert, or be in any way impaired by reason unimpaired. of the consolidation: Provided, That all rights of creditors, and all Ib., 24. liens upon the property of said corporations, shall be preserved unimpaired; and the respective corporations may be deemed to continue 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 incurred or contracted by it. SEC. 10. Such new company shall, as soon as convenient after such consolidation, establish such offices as may be desirable, one of which shall be at some point in this State on the line of its itors and lens Establishing offices; notice of, to be published. Ib, 336, ¿5. Suits by and against new com pany. Ib., 26. tion. Ib, 27. road, and may change the same at pleasure, giving public notice thereof in some newspaper published on the line of said road. SEC. 11. Suits may be brought and maintained against such new company in any of the Courts of this State, for all causes of action, in the same manner as against other railroad companies therein. SEC. 12. That portion of the road of such consolidated company Property to be subject to taxa in this State, and all its real estate and other property heretofore subject to taxation, shall be subject to like taxation, and assessed in the same manner, and with like effect, as property of other railroad companies in this State. Proceedings in case any stock convert stock. Ib., 28. SEC. 13. Any stockholder of any company hereby authorized to holders refuse to consolidate with any other, who shall refuse to convert his stock into the stock of the consolidated company may, at any time within thirty days after the adoption of the said agreement of consolidation by the stockholders, as in this Chapter provided, apply, by petition, to the Court of Common Pleas of the County in which the chief office of said company may be kept, or to a Judge of said Court in vacation, if no such Court sits within said period, on reasonable notice to said company, to appoint three disinterested persons to estimate the damage, if any, done to such stockholder by said proposed consolidation, and whose award, or that of a majority of them, when confirmed by the said Court, shall be final and conclusive; and the persons so appointed shall also appraise said stock of said stockholder at the full market value thereof, without regard to any depreciation or appreciation in consequence of the said consolidation; and the said company may, at its election, either pay to the said stockholder the amount of damages so found and awarded, if any, or the value of the stock so ascertained and determined, and upon the payment of the value of the stock, as aforesaid, the stockholder shall transfer the stock so held by him to said company, to be disposed of by the Directors of said company, or to be retained for the benefit of the remaining stockholders; and in case the value of said stock, as aforesaid, is not so paid within thirty days from the filing of said award, and confirmation by said Court, and notice to said company, the damages, so found and confirmed, shall be a judgment against said company, and collected as other judgments in said Court are by law recoverable. SEC. 14. When any railroad shall be sold and conveyed by virtue of any mortgage or deed of trust, or under and by virtue of any process or decree of any Court of this State, or of the Circuit Court of the United States, it may be lawful for any company, of which the railroad connects therewith, to purchase and pay for the same, to issue their own stock for such an amount as the purchasers may |