1882, ch. 140. Crossing of navigable waters. 1882, ch. 140. Other compa finish or put in operation its railroad within five years from the time of filing and recording its articles of association as aforesaid, its corporate existence and powers shall cease: provided, that the Railroad Commissioners shall extend the time for the commencement of such railroad and expending ten per cent. and for taking lands, for a period or periods not exceeding, in the whole, two years beyond the time of two years herein before referred to, if said railroad company has been prevented by litigation, or by the opposition of any party, from complying with the provisions of this section. SEC. 3441. Any railroad company organized under the provisions of this chapter may construct its railroad across navigable waters, when said railroad company shall have filed in the office of the Secretary of the State a sworn statement of a competent engineer, approved by the Railroad commissioners and the president and treas urer of said railroad company, that there has been expended in the construction of their railroad in this State, a sum equal to ten thousand dollars for each mile of their said railroad within this State between either terminal point in the location of said road and the proposed location of said bridge; provided, that no bridge shall be constructed across any river or harbor nearer the sea than some existing bridge across such river or harbor; and provided, that all such bridges shall be constructed in such manner, and of such materials and with draws of such width for the passage of vessels, as the Railroad Commissioners shall authorize and direct; but nothing herein shall be construed to authorize any railroad company to construct or use a bridge for any but railroad purposes. SEC. 3442. No other railroad company shall subscribe nies prohibited for, take, or hold any stock or bonds of any railroad from holding company established under the provisions of this chapter, pany established either directly or indirectly, unless specially authorized by the General Assembly. stock of Com under these provisions. 1883, ch. 79. panies may con SEC. 3443. Any railroad company incorporated under Railroad com- the laws of this State for the purpose of building and solidate. operating a railroad within this State, extending to or outstanding beyond the boundary line of this State, may consolidate its bonds, and as to capital stock, franchises, and property with the capital competing Proviso as to lines. stock, franchises, and property of any other incorporated railroad company, whose line of railroad, built or to be built, is situated wholly outside this State, whenever the railroads of the companies thus consolidating form one continuous line of railroad from some point in this State to some point in an adjoining State; provided, that no companies shall thus consolidate if, at the time of their consolidation, the aggregate outstanding bonds of the companies proposing so to consolidate, exceed one-half of what has been actually expended upon the railroads of such consolidating companies, the amount of said outstanding bonds to be ascertained as follows: the same to be certified to the Comptroller in the case of each company by the written statement, under oath, of the president and treasurer of said company, and of an engineer approved by the Railroad Commissioners of this State; and false swearing in the matter shall be perjury; and provided, that no railroad companies shall be consolidated under this provision whose railroads, built or to be built, run on parallel or competing lines. SEC. 3444 Such consolidation shall be made as fol-1883, ch. 79. Consolidation, lows: The directors of the companies proposing to con- how effected. solidate may enter into a joint agreement, under the corporate seal of each company, for the consolidation of said companies and railroads, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new company, 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 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 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. But in no case shall the capital stock of the company formed by such consolidation exceed the sum of the capital stock of the companies so consolidated, at the par value thereof, nor shall any bonds or other evidences of debt be issued for a consideration for, or in connection with, such consolidation. SEC. 3445. Said agreement shall be submitted to the 1883, ch. 79. stockholders of each of said companies at a special meet- be ratified by Agreement to ing thereof, called separately for the purpose of taking stockholders. 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 such company has its principal office or place of business; and at the said meeting of the 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 seals thereof, and the agreements so adopted, or a certified copy thereof, shall be filed in the office of the Secretary or the State, and shall thereafter be deemed and taken to be the agreement and act of consolidation of the said companies; and a copy of the said agreement and act of consolidation, duly certified by the Secretary of the State under his official seal, shall be evidence in all courts and places of the existence of said new company, and that the provisions of this and the two preceding sections have been fully observed and complied with. SEC. 3446. Said consolidated company, when Powers of con- formed, shall bave and enjoy all the rights, franchises, property, and privileges which at the time of their consoli dation were severally had or enjoyed by said constituent companies, subject to the provision that the consolidation permitted by this chapter shall not confer upon any railroad company any power or privilege not given by the laws of this State to all railroad companies organized under this chapter; and said consolidated company shall be subject, as respects the construction, maintenance, operation, and taxation of that portion of its road built or to be built in each State, to the laws of such State, as fully as if no consolidation had been made; nor shall the right of any creditor of any company thus consolidated be affected by such consolidation. 1883, ch. 79. solidated com pany. 1883, ch. 79. SEC. 3447. Said consolidated company may issue Issue of bonds. bonds, and secure the same, by a mortgage of its entire franchises and property, both within and without this State, existing or to be acquired, or any part thereof, to one or more trustees, to be nominated by said company and approved by the Governor of this State; and said mortgage may provide for a foreclosure or sale of the entire road and franchises in both States, in case of a default upon the bonds, by judgment or decree of a court of competent jurisdiction in this State. Such issue reg SEC 3448. The provisions of section 3570 shall apply 1883. ch. 79. to the bonds and mortgage authorized by the preceding ulated. section. be sued. SEC. 3449. Said consolidated company may sue and be 1883, ch. 79. sued in any county in this State into or through which its Where to sue or railroad or railroad route may extend; and not less than six of its directors shall be at all times citizens of this State. Proceedings for stock. SEC. 3450. When any railroad company shall desire 1878. ch. 116. to increase its capital stock, it shall make application to permission to the Railroad Commissioners in writing, setting forth the increase capital amount to which and the purpose for which it is desired to make such increase. Whereupon the commissioners shall fix a time and place for hearing such application, and require such notice thereof to be given as they may deem reasonable. report, and re SEC. 3451. The commissioners shall make a finding of 1878, ch. 116. all the essential facts presented to them in regard to Finding of facts, such proposed increase of capital stock, and report the commendation by Railroad same to the next session of the General Assembly, with a commissioners. recommendation whether such increase should be allowed or not, and if allowed, the manner in which and terms upon which such stock should be issued. SEC. 3452. No railroad company shall increase its 1878, ch. 116. capital stock except by special authority of the General Capital stock Assembly, nor shall such authority be given except creased without upon the recommendation of the Railroad Commission-ity. ers as herein provided. special author § 10. ply to horse SEC. 3453. Nothing contained in this chapter shall G. S. 1875, 317, be construed to authorize the construction of any horse These provirailroad in any city or borough; or the taking or using sions not to apthe track, wharves, depot, or depot grounds of any other railroads or company without its consent, except for the purpose of ference with excrossing or connection. anthorize inter isting railroads. 3454. What railroads included in the provi- 3458. Stock not to be voted on, if assess sions of this chapter. 3455. Company officers and by-laws. ments are unpaid. 3459. Deposit to be made before applying for approval of layout. § 1. SEC. 3454. All railroad companies which transport G. S. 1875, 319, passengers or freight on their roads otherwise than by what railroads animal power alone, shall have all the powers and be included in the provisions of subject to all the provisions contained in the succeeding this chapter. G. S. 1875, 319, § 2. Company officers and by-laws. G. S. 1875, 319, $ 4. Meetings, how called; stock votes. G. S. 1875, 319, $5. Officers, when not to vote on sections of this chapter respecting such companies, except when otherwise specially provided in their charters. SEC. 3455. The direction of the affairs of every such company shall be vested in a board of not less than nine directors, annually chosen by the company, who may fill any vacancies which may occur in their number, and shall elect one of their own number president of the board, who shall also be president of the company, and may also choose a secretary who shall also be secretary of the company, and be sworn to a faithful discharge of his duty, and a treasurer, who shall give bonds to the company in such sum as shall be required by the bylaws, for the faithful discharge of his trust, and such other officers as they may deem expedient, and may make by-laws and regulations in regard to the manage ment of the stock, property, and affairs of said company. SEC. 3456. All meetings of the company shall be called in such a manner as shall be provided in the bylaws, and at such meetings each member shall be entitled to one vote for each share held by him. SEC. 3457. Every railroad company may prohibit the officers from voting in the election of directors upon stock of others, any other stock than their own; and no officer of such company shall request any stockholder to execute a power of attorney to vote upon his stock; and no person shall be allowed to vote by virtue of a power so obtained; and any person who shall violate the provisions of this section shall be disqualified from holding any office in said company for one year thereafter. G. S. 1875, 319, § 6. Stock not to be unpaid. road company SEC. 3458. No subscriber to the capital stock of any railroad company shall be allowed to vote on any of said stock, unless all assessments or installments on it, legally called in by such company, shall have been paid in full. SEC. 3459. Every railroad company, before applying to the Railroad Commissioners for their approval of the location of its road, shall deposit with the State Treasurer a sum equal to eleven dollars per mile of the length of its proposed road in this State. And the Comptroller shall include such company among the several railroad companies in his next annual apportionment of the office expenses and salaries of the board, estimating the length of its main track or tracks as equal to said proposed length of road. And the Treasurer shall deduct the amount so apportioned to such company from said deposit, and return the remainder to the treasurer of such company. |