indorsement thereon, to be recorded, and shall issue a certificate in the following form."

Then follows the prescribed form of certificate, with the contents indicated above.

The laws of Arkansas, for 1899, created a state board of railroad incorporation, composed of the governor, who acts as chairman, the attorney-general, auditor, secretary of state, treasurer, and commissioner of state lands. This board hears all applications for certificates of incorporation, and on its recommendation such certificates may be filed with the secretary of state, and thus legally empower an organization to construct a railway under the terms of the general laws of the state. Ten or more persons may organize, elect a board of directors, and subscribe to the articles of association when $2000 per mile has been subscribed and five per cent of the subscriptions paid to the board of directors, a majority of which must be citizens of the state.

The laws of California require the articles of incorporation to state the name of the projected corporation; the purpose for which it is to be organized; the places from and to which the railway is to be constructed, as well as all intermediate branches; the estimated length of the road; the amount of the capital stock, $1000 per mile of which must be subscribed before the articles can be filed, and ten per cent actually paid in. The number of directors varies from five to eleven, but five of them must be residents of the state. The

sale of railway franchises by municipalities must be advertised, and the franchise given to the highest bidder.

Massachusetts. The articles must contain the name, route, gauge, capital stock, and other common items. In case of standard-gauge railways $10,000 per mile must have been subscribed, and for narrow-gauge $3000. The amount of the capital stock depends upon the detailed estimate of costs. No increase in capital stock can be made without the authority of the railway commission, before whom a hearing must previously have been given, upon which such increase or refusal to permit such increase is determined. The articles and certificate must be filed with the secretary of state. All petitions for such charters must be accompanied by a map upon a proper scale, showing in detail the entire route of the road. A "certificate of public exigency" is also required before a charter can be granted. The railway commission, upon due notice, must give a hearing to all persons interested in the projected railway, and not until such persons have been given an opportunity to be heard, and all the other provisions of the law complied with, can a charter be granted. It will be noticed that the Massachusetts law still provides for the granting of special charters, although these special grants are surrounded by wholesome and what appear to be entirely adequate provisions and safeguards.

1 Compare the laws of Maine.

Michigan. Although a law of 1891 of this state declared every railway company operating within the limits of the state "to be in all respects subject to the general laws of the state respecting railroads, as now existing or as hereafter amended," a conflict between such charter provisions and general law provisions is still possible, as has already been indicated in another connection. Consequently, in 1889 there was created in this state a commission, composed of the commissioner of railroads, the state treasurer, and the secretary of state, whose duty it is to negotiate with railway companies operating under special charter, to determine upon what terms such railway companies will surrender their charter rights. For this purpose the commission is given authority to inquire into the business of railways, to secure the necessary information by subpœnaing witnesses, etc.

Georgia. — In addition to the usual provisions of the articles of incorporation the laws of Georgia provide for a petition which must be presented at least four weeks before a charter can be secured. Companies may amend their charters by adopting the general railway laws of the state.

Significance of Certificates and Articles. These articles and certificates empower railway companies to make examinations and surveys for the proposed railway, in order to select the most advantageous route; to purchase, receive, and hold an amount of real estate necessary for the construction, maintenance, and operation of the road; to own other

kinds of property essential to railway business; to have perpetual succession, or succession for a certain period of time; to have the power to sue and to be sued; to establish connections with other railways; to charge or to receive such remuneration for their services as from time to time may seem reasonable; and, in general, to enjoy those rights, privileges, and immunities which the law guarantees to all similar corporations, and which are essential in carrying out the legitimate aims and purposes of the corporation. The completeness with which the powers and duties of railway corporations are prescribed in different laws varies somewhat, yet there exist, perhaps, greater similarity and more completeness in this respect than in any other subject of railway legislation. In some states corporate powers of railway companies are enumerated in separate laws; and, in others, all the leading features of legal provisions relating to railways are expressed in the commission laws. It is unnecessary to enumerate in the lengthy phraseology of the law books the detailed rights and privileges of railway companies, for they are chiefly the same as those enjoyed by corporations in general, and are not essential to a consideration of the degree of regulation and control which is possible under the existing railway laws of the different states of the Union.

The provisions of the few articles which have been presented above are sufficient to show that there exist differences among the states with re

spect to the time limits within which railways may be constructed; the amount of capital stock, and the subscriptions thereon per mile of railway; the degree of publicity given to the applications for charters, and other things. A fee for filing certificates is charged in a number of states. For instance, in North Carolina $250 must be paid before a bill can be introduced to incorporate or amend. In Maine a fee of $20 is exacted, and similar fees are charged in Wisconsin, Washington, and other states. The laws are weak in the financial requirements which they exact of railway companies. It would seem that some definite proportion should exist between the amount of the capital stock and the length and characteristics of the projected road; but such is not generally the case. Idaho and Indiana require a subscription of $1000 per mile; Kentucky, $250 per mile, of which twenty per cent must be paid in cash; Arkansas, $2000 per mile; Maryland, ten per cent payment on shares; Virginia, a payment of $2 per share when subscriptions are made; New Jersey, $10,000 per mile, and a deposit of $2000 per mile when the articles of association are filed, which latter sum, however, is returned to the board of directors when the road is completed. This is sufficient to show existing variations.

Corporate Life and Reserved Rights of the State. - While many of the early charters and general laws were unrestricted in their nature, it was not long before a reaction against this lack of restraint