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KENTUCKY STATUTES.

GENERAL PROVISIONS.

$ 555. Any two or more corporations organized under this chapter, or the laws of this or any other State, may consolidate into a single corporation; the directors or a majority of them, of such corporations as desire to consolidate may enter into an agreement signed by them, prescribing the terms and conditions of consolidation, the mode of carrying the same into effect and stating such other facts as are necessary to be set out in articles of incorporation as herein provided, except the facts required by subdivision five, section two, hereof, as well as the manner of converting shares of the old corporation into the new, with such other details and provisions as are deemed necessary. Provided, that such consolidated corporations shall become and be a domestic corporation of this Commonwealth for all purposes, and shall be subject to the jurisdiction of the courts of this State and to all laws of this State regulating corporations organized thereunder, and their law shall not be construed as altering or repealing any law regulating the taxation of bridges over streams forming the boundary line of this State.

Written notice of the intention to consolidate shall be mailed to the address of each stockholder of each corporation at least twenty days previous to entering into such agreement, and such notice shall be published at least two weeks in some newspaper printed and circulated in the county of its principal place of business, and the written consent of the owners of at least two-thirds of the capital stock of each corporation shall be necessary to the validity of such agreement.

$ 556. When the agreement is signed, acknowledged and recorded in the same manner as articles of incorporation are required to be, the separate existence of the constituent corporations shall cease and the consolidated corporations shall become a single corporation in accordance with the said agreement and subject to all the provisions of this chapter and other laws relating to it, and shall be vested with all the rights, priyileges, franchises, exemptions, property, business, credits, assets and effects of the constituent corporations without deed or transfer and shall be bound for all their contracts and liabilities; Provided, that no consolidated company formed under this chapter, or the laws of this State, shall be required to pay any organization tax, except that, if in the consolidation the capital stock of the consolidated company be increased, or be thereafter increased to an amount exceeding the aggregate capital stock of the constituent companies at the time of the consolidation, then in that event the consolidated company shall not have or exercise any corporate powers until it shall have paid into the State treasury one-tenth of one per centum upon the amount of said increase, and upon such payment shall have filed a statement thereof with the Secretary of State; if, however, any corporation, hereafter formed in another State where no organization tax was required to be paid by it, shall be consolidated with one formed in this State, then the organization tax required by the laws of this State shall be paid upon so much of the capital stock of the consolidated corporation as shall be equal to the capital stock of the foreign constituent corporation; or if such foreign corporation hereafter formed may have been required by the laws of its State to pay an organization tax less than that then required to be paid in this State, then upon such consolidation with a corporation of this State, an organization tax shall be paid equal to the difference between that required of such foreign corporation in the State of its creation and that which would have been required had it been formed in this State.

ARTICLE V. RAILROADS.

SUBDIVISION I, Railroad companies, organization of.
SUBDIVISION II. General provision concerning.
SUBDIVISION III. Railroad Commission.
SUBDIVISION IV. Condemnation of land by.

SUBDIVISION I. RAILROAD COMPANIES, ORGANIZATION OF.

$ 763. Any number of persons, not less than seven, may associate to form a corporation for the purpose of constructing, operating and maintaining a railroad. Such persons shall exfecute articles of incorporation, which shall specify the name of the proposed railroad, and number of years the corporation is to continue, the amount of its capital stock, and the number of shares into which the same shall be divided; the number of directors, which shall be not less than five nor more than fifteen, and their names; the places from and to which, and the name of each county into or through which it is intended to be constructed, and its length as near as may be. Each subscriber to such articles shall set opposite his name his place or residence and the number of shares subscribed by him. When. ever two hundred and fifty dollars per mile has, in good faith, been subscribed, and twenty per cent. thereof paid in cash, to the persons named in the articles as directors, and an affidavit made to that effect by two of said 'named directors and attached thereto, a copy of said articles and affidavit shall be 'filed in the office of the railroad commissioners and in the office of the Secretary of State, and when a certificate of such fact is delivered by the said officers to the incorporators, the persons who have subscribed such articles shall be a body corporate by the name specified in the articles, and as such may sue and be sued, contract and be contracted with, have a seal, and change the same at pleasure; may elect or appoint directors, who shall choose from their number such officers as may be necessary; may require from any officer or employe a bond for the faithful discharge of his duties, and prescribe such bylaws for its government, and exercise such powers as are necessary to the conduct of its business not inconsistent with law.

$ 764. The articles of incorporation may be amended and changed in the manner provided in article one of this chapter; and a copy of any amendment or alteration attested by the president and secretary of the corporation, shall be filed in the office of the railroad commissioners and the Secretary of State within thirty days after its adoption by the corporation; and when so filed and a certificate of that fact is delivered to the president or secretary, the corporation shall have the right to make such alterations and changes in its business as are authorized by the amended articles.

$ 765. No railroad corporation organized or created by or under the laws of any other State, shall have the right to condemn land for, or acquire the right of way for, or purchase or hold land for its depots, tracks or other purposes, until it shall have first filed in the office of the Secretary of State of this State, in the manner provided in the first article of this chapter, its acceptance of the Constitution of this State, and shall have become organized as a corporation under the laws of this State, which it may do by filing in the office of the Secretary of State and the Railroad Commission, articles of incorporation in the manner and form provided in section 182 of this article.

§ 766. A copy of any articles of incorporation, or any amendments thereto, filed in the offices mentioned, and certified by the Secretary of State, shall be admitted as evidence for or against the corporation, and shall be prima facie evidence of the matters therein stated.

$ 767. Every corporation proceeding to construct its road in or through any county shall file and have recorded at its expense in the county clerk's office of such county, a map of the route, showing the center of said proposed road, and width thereof; and if, after a road is located, it is desired to change its location, or the proposed route is changed, as it may be, a map showing such change as well as the center and width thereof, shall be filed and recorded at its expense in the county clerk's office of the county in which the change is made. If the proposed route, as indicated by the map, crosses the line of any other railroad, notice of such fact shall, before the construction of the road is commenced near the point of crossing, be given to the Railroad Commission, who shall give notice to the corporation whose road it is proposed to cross, as well as the other corporation, of the time and place it will meet to consider the question of approving the crossing, if objection be made thereto; and the commission may determine the manner in which the crossing shall be made to protect against accidents thereat. (22 R., 658; 23 R., 273.)

$ 768. Every company shall possess the following powers, and be subject to the following liabilities and restrictions:

First. To cause such examinations and surveys for the proposed railroad to be made as may be necessary to the selection of the most advantageous route for such road; and, for such 'purposes, by its officers, agents and servants, to enter upon lands or waters of any person, but subject to liability for all damages which they shall do thereto.

Second. To receive, hold, enter upon, and take possession of such voluntary grants and donations of real and other property as shall be made to it, to aid in the construction and maintenance and operation of such road; but the real property thus received shall be held and used for the purposes of such grant or donation only.

Third. To purchase, hold, enter upon, take possession of and use all such real estate, franchise and other property as may be necessary for the construction, maintenance and accommodation of its line of road; but the same shall not be taken or appropriated without the consent of the owner until the compensation to be made therefor is agreed upon or ascertained, and paid or deposited as provided by law."

Fourth. To lay out its road not exceeding one hundred feet in width, and if more than one track is laid, fifty feet additional for each track, and construct the same; and for the purpose of cuttings, or embankments, and procuring stone, gravel or other material, or for the purpose of draining its road-bed, to take, in the manner herein provided, such other lands in the vicinity of or adjacent to its road as may be necessary for the proper construction, operation and security of its road and to change, when it deems proper, the gauge of its road; and may, for the purpose of avoiding annoyance to public travel or dangerous or difficult grades or curves, or unsafe or insecure grounds or foundations, or for other reasonable cause, change

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