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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 equipment of such road, the right to convert the principal due or owing thereon into the stock of such corporation, at any time within eight years from the date of such bonds, under such regulations as the directors may adopt. En. March 21, 1872.

Annotation.

Construction of Section.— This section is applicable to street railroad corporations, and should be construed in connection with sections 359 and 456 of the Civil Code. (Boyd v. Heron, 125 Cal. 454, 58 Pac. 64.)

CAPITAL STOCK TO BE FIXED.

Sec. 458, C. C. When, at any time after filing the articles of 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. En. March 21, 1872.

Section Cited.

Santa Cruz R. R. Co. v. Spreckels, 65 Cal. 209, 3 Pac. 661, 802, in dissenting opinion of Thornton, J., in statement of case.

CERTIFICATE OF PAYMENT OF FIXED CAPITAL STOCK.

Sec. 459, C. C. Within thirty days after the payment of the last installment of the fixed capital stock of any railroad corporation 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. En. March 21, 1872.

CHAPTER II.

ENUMERATION OF POWERS.

$ 465. Enumeration of powers.

1. To survey road.
2. May accept real estate.
3. May acquire real estate.
4. Lay out road, how wide.
5. Where nray construct road.
6. May cross or connect roads.
7. May purchase land, timber, stone, gravel, etc.
8. Carry persons and freight.
9. Erect necessary buildings.
10. Regulate time and freights, subject to legislation.
11. Regulate force and speed.

12. Purchasing or acquiring franchises of other railroads. $ 466. Map and profile to be filed. § 467. May change line of road. S 468. Forfeiture of franchise. $ 469. Crossings and intersections— Condemnation. § 470. Not to use streets, alleys, or water in cities or towns, except

by a two-thirds vote of the city or town authorities. § 471. Railroads through cities not to charge fare to and from

points therein. (Repealed.) § 472. When crossing railroads or highways, how other lands are

acquired. § 473. Corporations may consolidate-Publication of notice-Cony

to be filed. § 474. State lands granted for use of corporations. § 475. Grant not to embrace town lots.

476. Wood, stone, and earth may be taken from state lands. § 477. Lands to revert to state, when. $ 478. Selections made, how proved and certified to.

ENUMERATION OF POWERS.

Sec. 465, C. C. Every railroad corporation has power:

To Survey Road.

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

May Accept Real Estate.

2. To receive, hold, take and convey, by deed or otherwise, 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;

May Acquire Real Estate.

3. To purchase, or by voluntary grants or donations to receive, enter, take possession of, hold and use all such real estate and other property as may be absolutely necessary for the construction and maintenance of such railroad, and for all stations, depots and other purposes necessary to successfully work and conduct the business of the road;

Lay Out Road, How Wide.

4. To lay out its road, not exceeding nine rods wide, and to construct and maintain the same, with a single or double track, and with such appendages and adjuncts as may be necessary for the convenient use of the same;

Where May Construct Road.

5. To construct their roads across, along or upon any stream of water, watercourse, roadstead, bay, navigable stream, street, avenue or highway, or across any railway, canal, ditch or flume which the route of its road intersects, crosses or runs along, in such manner as to afford security for life and property; but the corporation shall restore the stream or watercourse, road, street, avenue, highway, railroad, canal, ditch or flume thus intersected to its former state of usefulness as near as may be,

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or so that the railroad shall not unnecessarily impair its use fulness or injure its franchise;

May Cross or Connect Roads.

6. To cross, intersect, join, or unite its railroad with any other railroad, either before or after construction, at any point upon its route, and upon the grounds of such other railroad corporation, with the necessary turnouts, sidings and switches, and other conveniences in furtherance of the objects of its connections; and every corporation whose railroad is, or shall be hereafter intersected by any new railroad, shall unite with the owners of such new railroad, in forming such intersections and conneotions, and grant facilities therefor; and if the two corporations cannot agree upon the amount of compensation to be made therefor, or the points or the manner of such crossings, intersections and connections, the same shall be ascertained and determined as is provided in title VII, part III, Code of Civil Procedure (secs. 1237-1263);

May Purchase Land, Timber, Stone, Gravel, etc.

7. To purchase lands, timber, stone, gravel or other materials to be used in the construction and maintenance of its road, and all necessary appendages and adjuncts, or acquire them in the manner provided in title VII, part III. Code of Civil Procedure, for the condemnation of lands; and to change the line of its road, in whole or in part, whenever a majority of the directors so determine, as is provided hereinafter; but no such change must vary the general route of such road, as contemplated in its articles of incorporation;

Carry Persons and Freight.

8. To carry persons and property on their railroad, and to receive tolls or compensation therefor;

Erect Necessary Buildings.

9. To erect and maintain all necessary and convenient buildings, stations, depots, fixtures and machinery for the accommodation and use of their passengers, freight and business; Regulate Time and Freights, Subject to Legislation.

10. To regulate the time and manner in which passengers and property shall be transported, and the tolls and compensa

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tion to be paid therefor within the limits prescribed by law and subject to alteration, change or amendment by the legislature at any time;

Begulate Force and Speed.

11. To regulate the force and speed of their locomotives, cars, trains or other machinery used and employed on their road, and to establish, execute and enforce all needful and proper rules and regulations for the management of its business transactions usual and proper for railroad corporations;

Purchasing or Acquiring Franchises of Other Railroads.

12. To purchase, lease or acquire the franchises, rights and property, or any part thereof, of any railroad corporation, leasing or owning any railroad outside of the state of California, and to operate the same, and to use the franchises of any such road, and to build and operate extensions thereof; provided that nothing therein shall authorize any corporation to purchase the franchises, rights and property of any railroad operated in competition with it; and to purchase, acquire and hold the stocks, bonds or other securities of any railroad corporation organized under the laws of this state or of any other state or territory, with full power to sell the same; provided that nothing herein will authorize any corporation to purchase the stock of any railroad corporation operated in competition with it. En. March 21, 1872. Amd. 1903, 245.

Exceeding limit upon power to acquire realty: See ante, sec. 360, C. C.

Eminent domain: See Code Civ. Proc., secs. 1237-1263.

Subd. 8. Rates of charges: See post, sec. 489, C. C. Establishment of rates by railroad commissioners: See Const. Cal., art. XII, sec. 22.

Subd. 10. Regulating time and manner of transportation, timo tables of starting: See post, sec. 481, C. C.

Legislative History.

The basis of this and the following chapter is the railroad act of 1861, page 607. Section 17 of that act is the precursor of this section.

Section Cited.

Eel R. & Eureka R. R. Co. v. Field, 67 Cal. 432, 7 Pac. 814; Arcata v. Arcata etc. R. R., 92 Cal. 645, 28 Pac. 676; Southern Pac. R. R. Co. v. Railway Co., 111 Cal. 227, 43 Pac. 602; Robinson v.

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