By whom fees and expenses are to be taxed. When not liable to pay amount awarded. Authorized to lease property, &c, of other corporations. Proviso. right of such company to have, hold, use, occupy, possess and enjoy the said lands for the purposes aforesaid or any of them; and said justice of the supreme court shall, upon application of any party interested, and on such reasonable notice to the others as he may direct, tax and allow such fees and expenses to the justice of the supreme court, commissioners, clerks, and other persons as he shall think equitable and right, which shall be paid by the company. 15. And be it enacted, That in case said company shall within six months after the confirmation of said report, determine not to proceed with the construction of such railway, or shall decide not to use said lands or any part thereof for any of the purposes aforesaid, and file a notice to that effect in the clerk's office of said county, then, and in that case, said company shall not be liable to pay the money awarded to said owner or owners, but only such custs, expenses and reasonable counsel fees as are hereinbefore provided for in the preceding section of this act. 16. And be it enacted, That any corporation created under this act may lease the property and franchises of any other corporation owning or operating any street railway or other railroad operated as a street railway, or any turnpike or plank road, or any motor power or traction company, and such other corporation and corporations are hereby authorized to make such lease and after such lease the corporation created under this act may use and operate the franchises and property of such corporation or corporations so leased upon such compensation to be made to the lessee company as such respective lessor corporation may have been entitled to demand from persons using or traveling in or upon the property of such lessor corporation; provided, that all rights of creditors and all liens upon the property of the corpora tion lessor, and all privileges and immunities of such lessor corporation shall be preserved unimpaired to the same extent as if such lease had not been made; and all debts, liabilities and duties of such lessor corporation shall thenceforth attach to the lessee corporation, and be enforced against or be enjoyed by it to the same extent and in the same manner as they were enforceable against or enjoyed by the lessor corporation; and provided further, Proviso. persons estimate 17. And be it enacted, That any stockholder of any com- How and when pany whose property and franchises shall have been leased appointed to to a corporation created under this act who shall not assent damages. to lease, or who shall resist or object to the making thereof, may at any time within thirty days after the making of such lease as in this act provided apply by petition to the circuit court of the county in which the chief office of the lessor corporation may be kept or to a judge of said court in vacation, if no such court sits within such 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 lease; and whose award, or that of a majority of them, when confirmed by the said court, shall be final and conclusive; and the per- Stock to be sons so appointed shall also appraise said stock of such appraised. stockholder at the full market value thereof without regard to any depreciation or appreciation in consequence of the said lease; and the lessor 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 said stockholder shall transfer the stock so held by him to said lessor 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 when award aforesaid is not so paid within thirty days from the filing shall be a of the said award and confirmation by said court, and notice to said lessor 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, re coverable. judgment. consolidate. 18. And be it enacted, That any corporation created un- Authorized to der this act may unite and consolidate its stock, property, tranchises and railway with those of any other corporation owning or operating any street railway, or railroad Conditions, &c, operated as a street railway, or any turnpike or plank road, and such consolidated company may continue from time to time to unite and consolidate its stock, property, franchises and railway with those of any other corporation or corporations of this state owning or operating any street railway or railroad operated as a street railway, turnpike or plank road. 19. And be it enacted, That such consolidation or consolof consolidation idations shall be made under the conditions, provisions, restrictions and with the powers hereafter in this act mentioned and contained, that is to say: Directors to enter ment. I. The directors of the several corporations proposing into joint agree to consolidate may enter into a joint agreement under the corporate seal of the respective companies for the consolidation of said companies and railways, 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 amount and number of shares of the capital stock, the par value of each share and the manner of converting the capital stock of each of the said companies into the new corporation, and how and when directors and officers shall be chosen, with such other details as they shall deem necesary to perfect such new organization and the consolidation of said companies and railways; Agreement to be submitted to stockholders. Notice to be given. II. 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 meetings, and the object thereof, shall be delivered to such persons respectively, or sent to them by mail when their postoffice address is known to the company, and also, 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 said meeting of stockholders the agreement of the Vote by ballot said directors shall be considered and a vote, by ballot, taken by each company separately, for the adoption or rejection of the same, each share entitling the holder thereof to one vote; and said ballot shall be cast in person or by filed. proxy, and if two-thirds of all the votes of all the stockholders, voting separately, shall be for adoption of said agreement, then that fact shall be certified thereon by the secretary of the respective companies under the seal thereof and a certificate under the seal of the company signed by the secretary and president certifying to the fact of Certificate of consolidation, the name to be used by such consolidated result, &c, to be company under and by virtue of the provisions of this act, and the amount of the authorized capital stock of such consolidated company shall be filed in the office of the secretary of state, and shall from thence be deemed and taken to be the evidence of the agreement and act of consolidation of the said companies; and a copy of said certificate duly certified by the secretary of state, under the seal of his office, shall be evidence of the existence of said new corporation. corporation. 20. And be it enacted, That upon the making and per- when deemed fecting the agreement and act of consolidation as aforesaid to be one and filing the said certificate or a copy with the secretary of state as aforesaid, the several corporations parties thereto, with the amount of capital stock set out in said. certificate, shall be deemed and taken to be one corporation by the name provided in said agreement and act, possessing within this state all rights, privileges and franchises and subject to all the restrictions, disabilities and duties of each of such corporations so consolidated. privileges, &c 21. And be it enacted, That upon the consummation of when the rights, said act of consolidation as aforesaid, all and singular deemed to be the rights, privileges and franchises of each of said cor- transferred. porations parties to the same, and all property, real, personal and mixed, and all debts due on whatever account, as well as stock 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 ail and every other interest 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 or otherwise, under the laws of this state vested in either of such corporations shall not be deemed to revert or be in any way impaired by reason of this act; provided, however, that Proviso. How suits may be brought. Persons to be appointed to estimate dam holder refuses to conclusive when confirmed. all rights of creditors and all liens upon the property of either 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. 22. And be it enacted, That suits may be brought and maintained against such company in any of the courts of this state in the same manner as against other railroad companies therein. 23. And be it enacted, That any stockholder of any company hereby authorized to consolidate with any other, ages when stock- who shall refuse to convert his stock into the stock of the convert his stock. consolidated company, may at any time within thirty days after the adoption of the said agreement of consolidation by the stockholders, as is in this act provided, apply, by petition, to the circuit court 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 the 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 Award final and them, when confirmed by the said court, shall be final and conclusive, and the persons so appointed shall also appraise said stock of such 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 said 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 the said award and confirmation by When the award said court and notice to said company the damages so shall be a judg- found and confirmed shall be a judgment against said ment. |