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may be sold


transact bus


SECTION 388. For the satisfaction of any judgment against Franchise a corporation authorized to receive tolls, its franchise and all under exethe rights and privileges thereof may be levied upon and sold under execution, in the same manner and with like effect as any other property. (Amendment, approved March 30, 1874; Amendments 1873–4, 208; took effect July 1, 1874.)

SEC. 389. The purchaser at the sale must receive a certifi- Purchaser to cate of purchase of the franchise, and be immediately let iness of

corporation, into the possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter conduct the business of such corporation, with all its powers and privileges, and subject to all its liabilities, until the redemption of the same, as hereinafter provided.

SEC. 390. The purchaser or his assignee is entitled to purchaser recover any penalties imposed by law and recoverable by penaltics, the corporation for an injury to the franchise or property thereof, or for any damages or other cause, occurring during the time he holds the same, and may use the name of the corporation for the purpose of any action necessary to recover the same. A recovery for damages or any penalties thus had is a bar to any subsequent action by or on behalf of the corporation for the same.

Sec. 391. The corporation whose franchise is sold, as in Corporation this article provided, in all other respects retains the same powers after powers, is bound to the discharge of the same duties, and is liable to the same penalties and forfeitures, as before such sale.

SEC. 392. The corporation may, at any time within one Redemption year after such sale, redeem the franchise, by paying, or tendering to the purchaser thereof, the sum paid therefor, with ten per cent. interest thereon, but without any allowance for the toll which he may in the meantime have received; and upon such payment or tender the franchise and all the rights and privileges thereof revert and belong to the corporation, as if no such sale had been had.

SEC. 393. The sale of any franchise under execution must Sale, under be made in the county in which the corporation has its prin- where.



of franchise.


cipal place of business, or in which the property, or some portion thereof, upon which the taxes are paid, is situated. (Amendment, approved March 30, 1874; Amendments, 1873-4, 209; took effect July 1, 1874.)



Proceedings to disincorporate.

On dissolution, directors to be trustees for creditors.


May extend term of existence.

SECTION 399. The dissolution of corporations is provided for:

1. If involuntary-in chapter five of title ten, part two, of the Code of Civil Procedure;

2. If voluntary-in title six, part three, of the Code of Civil Procedure.

SEC. 400. Unless other persons are appointed by the Court, the directors or managers of the affairs of such corporation at the time of its dissolution are trustees of the creditors and stockholders or members of the corporation dissolved, and have full power to settle the affairs of the corporation.

SEC. 401. Every corporation formed for a period less than fifty years may, at any time prior to the expiration of the term of its corporate existence, extend such term to a period not exceeding fifty years from its formation. Such extension may be made at any meeting of the stockholders or members, called by the directors expressly for considering the subject, if voted by stockholders representing two-thirds of the capital stock; or by two-thirds of the members; or may be made upon the written assent of that number of stockholders or members. A certificate of the proceedings of the meeting upon such vote, or upon such assent, shall be signed by the Chairman and Secretary of the meeting and a majority of the directors, and be filed in the office of the County Clerk, where the original articles of incorporation were filed, and a certified copy thereof in the office of the Secretary of State, and thereupon the term of the corporation shall be extended for the specified period. (Amendment, approved March 30, 1874; Amendments, 1873-4, 209; took effect July 1, 1874.)

SEC. 403. The provisions of this title are applicable to

apply to all

every corporation, unless such corporation is excepted from Title one to its operation, or unless a special provision is made in rela- corporution thereto, inconsistent with some provision in this title, certain in which case the special provision prevails.

tions, with


An Act in relation to foreign corporations.

porations to

person upon

cess may be

[Approved April 1, 1872; 1871-2, 826.] SECTION 1. Every corporation heretofore created by the Foreign cerlaws of any other State and doing business in this State, designate shall, within one hundred and twenty days after the passage whom proof this Act, and any corporation hereafter created and doing served. business in this State, within sixty days from the time of commencing to do business in this State, designate some person residing in the county in which the principal place of business of said corporation in this State is, upon whom process issued by authority of or under any law of this State may be served, and within the time aforesaid shall file such designation in the office of the Secretary of State; and a copy of such designation, duly certified by said officer, shall be evidence of such appointment; and it shall be lawful to serve on such person so designated any process issued as aforesaid. Such service shall be made on such person in such manner as shall be prescribed in case of service required to be made on foreign corporations, and such service shall be deemed to be a valid service thereof.

SEC. 2. Every corporation created by the laws of any Penalty for other State, which shall fail to comply with the provisions of designate. the first section of this statute, shall be denied the benefit of the statutes of this State limiting the time for the commencement of civil actions.

Sec. 3. Every corporation created by the laws of any Privileges other State, which shall comply with the provisions of the pliance. first section of this statute, shall be entitled to the benefit of the statutes of this State limiting the time for the commencement of civil actions.


failure to

on com





Directors to be elected, when.

provisions in

Corporations may borrow


SEC. 454. Directors of railroad corporations may be elected at a meeting of the stockholders other than the annual meeting, as a majority of the fixed capital stock may determine, or as the by-laws may provide; notice thereof to be given as provided for notices of meetings to adopt by-laws,

in article two, chapter one, title one, of this part. Additional SEC. 455. No stock in any railroad corporation is transassessment ferable until all the previous calls or installments thereon of stock. have been fully paid in; nor is any such transfer valid,

except as between the parties thereto, unless at least twenty per cent has been paid thereon and certificates issued therefor, and the transfer approved by the Board of Directors.

SEC. 456. Railroad corporations may borrow on the credit money and of the corporation and under such regulations and restric

tions as the directors thereof, by unanimous concurrence, may impose, such sums of money as may be necessary for constructing and completing their railroad, and may issue and dispose of bonds or promissory notes therefor, in denominations of not less than five hundred dollars, and at a rate of interest not exceeding ten per cent. per annum; and may also issue bonds or promissory notes, of the same denomination and rate of interest, in payment of any debts or contracts for constructing and completing their road, with its equipments and all else relative thereto. The amount of bonds or promissory notes issued for such purposes must not exceed, in all, the amount of their capital stock; and to secure the payment of such bonds or notes, they may mort

gage their corporate property and franchise. To provide SEC. 457 The directors must provide a sinking fund, to sinking fund to pay bonds be especially applied to the redemption of such bonds on or

before their maturity, and may also confer on any holder of any bond or note so issued, for money borrowed or in payment of any debt or contract for the construction and equip

to be fixed.

ment of such road, the right to convert the principal due or owing thereon into stock of such corporation, at any time within eight years from the date of such bonds, under such regulations as the directors may adopt.

SEC. 458. When, at any time after filing the articles of Capital stock incorporation, it is ascertained that the capital stock therein set out is either more or less than actually required for constructing, equipping, operating, and maintaining the road, by a two-third vote of the stockholders the capital stock must be fixed, and a certificate thereof, and of the proceedings had to fix the same, must be made out and filed in the office of the Secretary of State.

Sec. 459. Within thirty days after the payment of the Certificate last installment of the fixed capital stock of any railroad of fixed capcorporation organized under this title and part, the President and Secretary, and a majority of the directors thereof, must make, subscribe, and file in the office of the Secretary of State a certificate stating the amount of the fixed capital stock, and that the whole thereof has been paid in. The certificate must be verified by the affidavit of the President and Secretary.

of payment

ital stock.



Enumeration of

SECTION 465. Every railroad corporation has power:

1. To cause such examination and surveys to be made as powers. may be necessary to the selection of the most advantageous route for the railroad; and for such purposes their officers, agents, and employés may enter upon the lands or waters of any person, subject to liability for all damages which they do thereto.

2. To receive, hold, take and convey, by deed or other- May accept wise, as a natural person, such voluntary grants and donations of real estate and other property which may be made to it to aid and encourage the construction, maintenance,

, and accommodation of such railroad.

3. To purchase, or by voluntary grants or donations to May acquire receive, enter, take possession of, hold, and use all such real estate and other property as may be absolutely necessary for

real estate.

real estate.

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