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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.
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 said meeting, and the object thereof, shall be given by each company to its stockholders by written or printed notices addressed to each of the persons in whose names the capital stock of such company stands on the books thereof, and delivered to such persons respectively, or sent to them by mail when their post-office address is known to the company, at least thirty days before the time of holding such meeting, and also by a general notice published daily for at least four weeks in some newspaper printed in the city, town or county where euch 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 two-thirds 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 secretaries 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 the Secretary of State, and shall from thence be deemed and taken to be the agreement and act of consolidation of the said companies; and a copy of the said agree ment and act of consolidation, duly certified by the Secretary of State, under his official seal, shall be evidence in all courts and places of the existence of said new corporation, and that the foregoing provisions of this act have been fully observed and complied with.
§ 3. Upon the making and perfecting such agreement and act of consolidation as hereinbefore provided, and filing the same or a copy thereof in the office of the Secretary of State as aforesaid, the said corporations parties thereto shall be deemed and taken to be one corporation by the name provided in said agreement and act, but such act of consolidation shall not release such new corporation from any of the restrictions, disabilities or duties of the several corporations so
consolidated. But nothing in this act contained shall allow any rate of fare for way passengers greater than two cents per mile, to be charged or taken over the track or tracks of that railroad, now known as the New York Central Railroad Company, and the rate of fare for way passengers over the track or tracks now operated by the said New York Central Railroad Company shall continue to be two cents per mile and no more, wherever it is now restricted to that rate of fare. But nothing herein contained shall apply to street railroads.
§ 4. Upon the consummation of said act of consolidation as aforesaid, all and singular the rights, privileges, exemptions and franchises of each of said corporations parties to the same, and all the property, real, personal and mixed, and all debts due on whatever account to either of said corporations, as well as all stock subscriptions and other things in action belonging to either of said corporations, shall be taken and deemed to be transferred to and vested in such new corporation, without further act or deed; and all claims, demands, property, rights of way and every other interest, shall be as effectually the property of the new corporation as they were of the former corporations parties to the said agreement and act; and the title to all real estate, taken by deed or otherwise, under the laws of this State, vested in either of such corporations parties to said agreement and act, shall not be deemed to revert or be in any way impaired by reason of this act, or anything done by virtue thereof, but shall be vested in the new corporation by virtue of such act of consolidation.
8 5. The rights of all creditors of and all liens upon the property of either of said corporations, parties to said agreement and act, shall be preserved unimpaired, and the respective corporations shall be deemed to continue in existence to preserve the same, and all debts and liabilities incurred by either of said corporations, except mortgages, shall thenceforth attach to such new corporation, and be enforced against it and its property to the same extent as if said debts or liabilities had been incurred or contracted by it. No suit, action or other proceeding now pending before any court or tribunal, in which either of said railroad companies is a party, shall be deemed to have abated or been discontinued by the agreement and act of consolidation as aforesaid, but the same may be conducted in the name of the existing corporations to final judgment, or such new corporation may be, by order of the court, on motion, substituted as a party. Suits may be brought and maintained against such new corporation in the courts of this State, for all causes of action, in the same manner ás against other railroad corporations therein.
§ 6. The real estate of such new corporation, situate within this State, shall be assessed and taxed in the several towns and cities where the same shall be situated in like manner as the real estate of other railroad corporations is, or may be taxed and assessed, and such proportion of the capital stock and personal property of such new corporation shall in like manner be assessed and taxed in this State, as the number of miles of its railroad situate in this State bears to the number of miles of its railroad situate in the other State or States.
8 7. Nothing in this act contained shall be so construed as to allow such consolidated company to charge a higher rate of fare per passenger per mile upon any part or portion of such consolidated line than is now allowed by law to be charged by each existing company respectively, nor shall this act apply to street railroads; and nothing in this act contained shall be so construed as to affect or impair in any way the validity of any contract now existing between the Buffalo and State line Railroad Company and the New York and Erie Railroad Company.
8 8. All 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 several acts amendatory thereof or in addition thereto, shall be applicable to the new corporation so to be formed as aforesaid so far as the same are now applicable to the railroad companies of this state which may be consolidated with any other company or companies by virtue of this act.
§ 9. No companies or corporations of this State, whose railroads run on parallel or competing lines, shall be authorized by this act to merge or consolidate.
§ 10. This act shall take effect immediately.
Chap. 916. AN ACT to amend chapter two hundred and seventy-eight
of the Laws of eighteen hundred and sixty-eight, entitled "An act in relation to the Erie, New York Central, Hudson River and Harlem Railway Companies."
Passed May 20, 1869. The People of the State of New York, represented in Senate and Assembly, do enact as follows:
SECTION 1. Section three of the act entitled “An act in relation to the Erie, New York Central, Hudson River and Harlem Railway
Companies,” passed April twenty-first, eighteen hundred and sixtyeight, is hereby amended so as to read as follows:
§ 2. No stockholder, director or officer of either the New York Central Railroad Company, the Hudson River Railroad Company or the Harlem Railroad Company shall be a director or officer of the Erie Railway Company; and no stockholder, director or officer of the latter company shall be a director or officer in either of the three first named companies. The board of directors in each of the said companies may so classify the members of such board, by lot or otherwise, that as nearly as may be, one-fifth of their number shall go out of office at each annual election; and at the next election of directors in each of the said companies, directors shall be voted for only in place of those whose terms shall then expire under the classification aforesaid.
§ 3. This act shall take effect immediately.
Chap. 151. AN ACT to regulate proceedings against corporations by injunction and otherwise.
PASSED April 7, 1870. The People of the State of New York, represented in Senate and Assembly, do enact as follows:
SECTION 1. An injunction to suspend the general and ordinary business of a corporation or a joint-stock association, or to suspend from office any director, trustee or manager of a corporation or joint-stock association, or to restrain or prohibit any director, trustee or manager of a corporation or joint-stock association from the performance of his duties as such, shall not be granted, except by the court, and upon a notice of at least eight days of the application therefor to the proper officers of the corporation, or the director, trustee or manager to be enjoined or restrained; and an injunction granted for any of the said purposes, except by the court and upon the notice in this section prescribed, shall be void.
§ 2. No officer or director of a corporation shall be suspended or removed from office, otherwise than by the judgment of the Supreme Court in a civil action, in the cases prescribed by the Revised Statutes, and all actions and proceedings against a corporation, when the relief sought or which can be granted therein, shall be the dissolution of such corporation, or the removal or suspension of any officer or direct
or thereof, shall be brought by the Attorney-General in the name of the people of the State.
§ 3. A receiver of the property of a corporation can be appointed only by the Supreme Court in a civil action, and in one of the following cases, upon at least eight days' notice of the application therefor, to the proper officers of such corporation:
1. In a civil action brought by a judgment creditor of the corporation, or his representatives, after execution has been issued upon such judgment and returned unsatisfied in whole or in part.
2. In a civil action brought by a creditor of the corporation for the foreclosure of a mortgage, upon the property over which the receiver. is appointed, and when the mortgage debt, or interest thereon, has remained unpaid at least thirty days after it became due, and was duly demanded from the proper officers of the corporation, and when either the income of such property is specifically mortgaged, or the property itself is probably insufficient to pay the amount of the mortgage debt.
3. In a civil action brought by the Attorney-General for a dissolution of the corporation when it appears to the court that such dissolution ought to be adjudged.
4. In a civil action brought by the Attorney-General or by the stockholders to preserve the assets of a corporation, having no officer empowered to hold the same.
5. In the cases specifically mentioned in title four, chapter eight, part three, of the Revised Statutes.
§ 4. Any director or other officer of a corporation or joint-stock association, upon whom shall be served any notice of an application for an injunction restraining or affecting the business of such corporation or joint-stock association, or for a receiver of its property and effects, or any part thereof, who shall conceal from or omit to disclose to the other directors, trustees, managers and officers thereof the fact of such service, and the time and place at which such application is to be made, shall be deemed guilty of a misdemeanor, and, upon conviction thereof, shall be punished by fine or imprisonment, or both such fine and imprisonment, and shall be liable, in a civil action, to the corporation or joint-stock association for all damages which shall be sustained by it by reason of such proceedings,
8 5. The provisions of this act shall extend and apply to all corporations and joint-stock associations, created or existing by the laws of this or of any other State or government, doing business within this State, or having a business or fiscal agency, or an agency for the transfer of its stock therein, and to the directors, trustees, managers, and other officers of such foreign corporations or joint-stock associa