1 Chap. 240. AN ACT to further amend an act, passed April twentieth, eighteen hundred and sixty-six, entitled "An act supplementary to the act entitled An act to authorize the formation of railroad corporations, and to regulate the same,'" passed April second, eighteen hundred and fifty. PASSED April 23, 1874; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. Section five of chapter six hundred and ninety-seven of the laws of eighteen hundred and sixty-six, entitled "An act supplementary to the act entitled 'An act to authorize the formation of railroad corporations, and to regulate the same,'" passed April second, eighteen hundred and fifty, is hereby amended so as to read as follows: § 5. The continuance of any railroad corporation now existing, or hereafter to be formed under the laws of this State, may be extended beyond the time named for that purpose in its act or acts of incorporation, or in the articles of association of such corporation, by the filing in the office of the secretary of state a certificate of consent to such extension, signed by the holders of two-thirds in amount of the stock held by the stockholders of such corporation, and in every case where such consent has been or shall be so filed, the term of existence of such corporation is hereby extended and declared to be extended for the period designated in such certificate, and each such corporation shall, during the period named in such certificate, possess and enjoy all the rights, privileges and franchises enjoyed or exercised by such corporation at the time such certificate was or shall be so filed. Each such certificate shall be proved or acknowledged by the individuals signing the same before some officer authorized by law to take acknowledgments of deeds, and whenever such stock shall be owned or held by firms or copartnerships the execution of such certificate shall be acknowledged by one or more of such copartners; and it shall be the duty of the secretary of state to record such certificate in the book kept in his office for the record of articles of association of railroad companies. A copy of such certificate and of the acknowledgment thereof, certified by the secretary of state, shall be presumptive evidence of the truth of the facts therein stated. § 2. This act shall take effect immediately. Chap. 430. AN ACT to facilitate the reorganization of railroads sold under mortgage, and providing for the formation of new companies in such cases. PASSED May 11, 1874. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. In case the railroad and property connected therewith, and the rights, privileges and franchises of any corporation created under the general railroad law of this State, or existing under any special act of the legislature thereof, shall be sold under or pursuant to the judgment or decree of any court of competent jurisdiction made to execute the provisions or enforce the lien of any deed or deeds of trust, or mortgage theretofore executed by such company, the purchasers of such railroad property and franchises, their grantees or assigns, or a majority of them, may become a body politic and corporate with all the franchises, rights, powers, privileges and immunities which were possessed before such sale by the corporation whose property shall have been sold as aforesaid, by filing in the office of the secretary of state a certificate, duly executed under their hands and seals, and acknowledged before an officer authorized to take the acknowledgment of deeds, in which certificate the said persons shall describe by name and reference to the act or acts of the legislature of this State under which it was organized, the corporation whose property and franchises they shall have acquired as aforesaid, and also the court by authority of which such sale shall have been made, giving the date of the judgment or decree thereof, authorizing or directing the same, together with a brief description of the property sold, and shall also set forth the following particulars : 1. The name of the new corporation intended to be formed by the filing of such certificate. 2. The maximum amount of its capital stock, and the number of shares into which the same is to be divided. 3. The number of directors by whom the affairs of the said new corporation are to be managed, and the names and residences of the persons selected to act as directors for the first year after its organization. And upon the due execution of such certificate and the filing of the same in the office of the secretary of state, the persons executing such certificate and who shall have acquired the title to the property and franchises sold as aforesaid, their associates, successors and assigns, shall become and be a body politic and corporate by the name specified in such certificate, and shall become and be vested with, and entitled to exercise and enjoy, all the rights, privileges and franchises which, at the time of sach sale, belonged to or were vested in the corporation formerly owning the property so sold, and shall be subject to all the duties and liabilities imposed by the provisions of the act entitled "An act to authorize the formation of railroad corporations and to regulate the same," passed April second, eighteen hundred and fifty, and of the acts amendatory thereof, except so far as may be inconsistent herewith; and a copy of the said certificate, by the secretary of state or his deputy, shall be presumptive evidence of the due formation of the new corporation therein mentioned; provided, always, that a majority of said persons shall be citizens and residents of this State. § 2. In case the persons organizing the new corporation to be formed, as provided in the first section of this act, shall have acquired title to the railroad property and franchises which may have been sold as in said section mentioned, pursuant to any plan or agreement for the re-adjustment of the respective interests therein of the mortgage creditors and stockholders of the company owning such property and franchises at the time of any such sale, and for the representation of such interests of creditors and stockholders in the bonds or stock of the new corporation to be formed, as mentioned in said section, the said new corporation shall be authorized and have the power to issue its bonds and stock in conformity with the provisions of such plan or agreement; and the said new corporation may, at any time within six months after its organization, compromise, settle or assume the payment of any debt, claim or liability of the former company, upon such terms as may be approved by a majority of the agents or trustees intrusted with the carrying out of the plan or agreement of re-organization aforesaid; and for the purposes of such plans and of such settlements, the said new corporation may and shall be authorized to establish preferences in respect to the payment of dividends in favor of any portion of its said capital stock, and to divide such stock into classes; provided, nevertheless, that nothing herein contained shall be held to authorize the issue of capital stock by the said new company to an aggregate amount exceeding the maximum amount of such stock mentioned in its certificate of incorporation. § 3. Every stockholder in any company, the franchises and property whereof shall have been sold as aforesaid, shall have the right to assent to the plan of re-adjustment and re-organization of interests pursuant to which such franchises and property shall have been purchased as aforesaid, at any time within six months after the organization of said new company, and by complying with the terms and conditions of such plan become entitled to his pro rata benefits therein according to its terms. § 4. Full power is hereby given to the railroad commissioners, corporate authorities or proper officials of any city, town or village, who may hold stock in any corporation, the property and franchises whereof shall be liable to be sold, as mentioned in the first section of this act, to assent to any plan or agreement of re-organization which provides for the formation of a new company, in conformity with this act, and the issue of stock therein to the proper authorities or officials of ssid cities, towns or villages, in exchange for the stock of the old or former company by them respectively held at par, subject to the foregoing provisions of this act. And such railroad commissioners, corporate authorities or other proper officials, may assign, transfer or surrender the stock so held by them in the manner required by any such plan and accept in lieu thereof the stock issued by said new corporation in conformity therewith. 5. This act shall take effect immediately. Chap. 108. AN ACT in relation to railroad corporations. PASSED April 15, 1875; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. In any case where two or more railroad companies shall have been, or shall hereafter be, organized under the general laws of this State, the whole of whose lines, as located by them respectively, shall form one continuous and connecting line of road, the said companies may consolidate their lines of road, stock, franchises and property according to the existing laws of this State relating to the consolidation of railroad companies; and any such consolidated company may thereupon construct or finish the construction of such continuous line of railroad and operate the same, subject to all provisions of law applicable to railroad corporations, organized under the said general laws, so far as not inconsistent with this act; but this act shall not in any manner affect the existing laws regulating the rate of fare on any railroad. § 2. This act shall take effect immediately. Chap. 193. AN ACT further to amend chapter three hundred and fortysix of the Laws of eighteen hundred sixty-three, entitled "An act empowering railroad companies to employ police force." PASSED April 29, 1875. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. Section three of chapter three hundred and forty-six of the laws of eighteen hundred and sixty-three, entitled "An act empowering railroad companies to employ police force," passed April twentynine, eighteen hundred and sixty-three, amended by chapter two hundred and fifty-nine, Laws of eighteen hundred and sixty-six, is hereby amended so as to read as follows: § 3. Every policeman so appointed shall, within fifteen days after receiving his commission, and before entering upon the duties of his office, take and subscribe the oath of office prescribed in the case of officers appointed by the governor, in the twelfth article of the Constitution, which oath of office shall be taken and subscribed before the secretary of State, or before the county clerk of the county in which such policeman resides, which said oath, or a duplicate thereof, shall be filed in the office of the secretary of State. And it shall be the duty of the secretary of State, upon the filing of such oath of office, to transmit to the county clerk of each county through or into which the railroad or steamboat for which such policeman is appointed may run, and in which the said policeman is herein authorized to act, a certificate under his hand and the seal of his office, setting forth the appointment of said policeman by the governor, and that his commission is recorded and oath of office filed in the office of said secretary of State, which certificate shall be filed by each county clerk receiving the same. Such policeman shall thereupon severally possess all the powers of policemen in the several towns, cities, and villages in which they shall be so authorized to act as aforesaid. § 2. This act shall take effect immediately. |