the location or grade of any portion of its road; but shall not, except as otherwise provided, depart from the general route prescribed in the articles of incorporation.

Fifth. To construct its road upon or cross any watercourse, private or plank road, highway, street, lane or alley, and across any railroad or canal; but the corporation shall restore the watercourse, private or plank road, highway, street, lane, alley, railroad, or canal to its former condition, as near as may be, and shall not obstruct the navigation of any stream, or obstruct any public highway or street, by cars of trains, for more than five minutes at any one time; and shall construct suitable road and street crossings for the passage of teams by putting down planks or other suitable material between and on each side of the rails, the top of which shall be at least as high as the top of the rails of such road or street; and in case the road is constructed upon any public street or alley, the same shall be upon such terms and conditions as shall be agreed upon between the corporation and the authorities of any city in which the same may be; but such road shall not be constructed upon any public street or alley until compensation shall be made by the corporation therefor to the owner of the property adjoining such street or alley, and opposite where such road is to be constructed, either by agreement or in the manner provided by law. (22 R., 572; 10 Ky., 628; 18 R., 1088; 20 R., 475; 104 Ky., 186; 20 R., 115; Const., sec. 242.)

$769. Any company may build such spurs, switches, tracks or branches as may be necessary to conduct its business or develop business along its line of road, and for that purpose shall have all the powers and be subject to the same restrictions and liabilities as are conferred upon it for the construction of its main line; and may purchase the property and franchises of any other railroad company, at public or private sale, not a competing or parallel line; and may sell its franchises and property to any other company not a competing or parallel line or otherwise prohibited by law to purchase, and may, unless prohibited by law, subscribe to the capital stock of any other railroad company organized under the law of this or any other State, with the assent of such company, and any company organized under the laws of this, or any other State, may, unless prohibited by law, subscribe to the capital steck

of any company organized under this law, with the assent of such company, and may make any agreement or arrangement, not inconsistent with law, with any other railroad company.

§ 770. Any two or more railroad companies organized under this chapter or the laws of this or any other State may, unless otherwise provided by law, consolidate into a single company in the manner provided by article one, of this chapter as amended and such new corporation shall possess all the powers, exemptions, rights and franchises conferred upon such two or more corporations, and be vested with all the property and assets of the constituent corporations, and shall be subject to all the restrictions and liabilities, and perform all the duties imposed by the provisions of their respective charters or laws of organization not inconsistent with this law.

§ 771. Corporations organized under this law shall have power to borrow such sums of money as may be necessary for funding their floating debt, or for completing, equipping or operating their road, or any part thereof, or for paying any debts incurred for such purposes, and to issue and dispose of their bonds or obligations for any amount necessarily borrowed for such purpose, and to mortgage their corporate property and franchises, or any part thereof, to secure the payment of any debt contracted, or to defray any expenditure for the purposes aforesaid; and may confer on any holder of such lands or obligations the right to convert the same into the stock of such company; and may, in the manner provided in article one of this chapter, increase or decrease its capital stock; and the increased stock may be "common" or "preferred," as shall be designated in the call for the meeting of the stockholders. If preferred stock is issued, the company may guarantee to the holders thereof semi-annual or quarterly dividends, to an amount not exceeding six per cent. per annum, payable at its office or at such other places as the directors may designate. The stock may be sold at such time and place, either within or without the State, as may be deemed advisable, and the proceeds thereof applied for the purposes for which it was issued; the unpreferred stock of the company shall be entitled to dividends only out of the surplus of the profits, after setting apart a sum sufficient to pay the dividends upon the preferred stock; and the company which issues such preferred stock shall re

serve the privilege of redeeming and cancelling the same at par at any time after three years from the date of its issue; and the preferred stock herein provided for may be convertible into bonds of the company at the option of the parties.

§ 771A 1. Whenever any company owning or operating a railroad in Kentucky, or any company owning or operating a bridge over a navigable stream constituting a boundary of the State of Kentucky, shall be insolvent and shall come into the hands of any court under proceedings to enforce any mortgage or deed of trust, or for the payment of debts, it shall be lawful for the holders of a majority of any class of securities issued by such company, or any class of creditors of such company, to prepare and submit to such court a plan for the reorganization of the company. Such plan shall provide: First. For the payment of all taxes and assessments due and owing by such company. Second. For the payment of all debts for labor and material and supplies due by said company, and for which a lien shall exist on the property thereof under the law of the State of Kentucky. Third. For the payment of any debt due, or the assumption of any debt not due, and for which there shall exist a lien prior and superior to the claim of the class of creditors or security-holders proposing such plan. Fourth. For the issue of new classes of securities, which shall be for distribution among the creditors or the holders of the class of securities proposing such plan, and of subordinate and inferior securities or debts, and providing for such distribution. Such plan shall, as far as practicable, regard the relative rights and priorities of the different classes of creditors or security-holders.

2.

When any such plan as above provided shall be filed with the court, it shall be the duty of the court to give such notice, by publication or otherwise, as it the [may] order, that a plan of reorganization has been filed in the cause, and that any holder or holders of any securities, or any creditor of such company, shall be entitled to file objections thereto, and shall be entitled to be heard in person or by attorney on the subject thereof; and if, upon the hearing thereof, and upon consideration of such plan the court shall approve the same, or shall approve the same with such alterations and amendments as the court shall adopt, and such plan or scheme so approved

shall receive the assent of the holders of three-fourths of the class of securities proposing the same, and a like proportion of all other classes of creditors subordinate thereto, and the court shall be of opinion that the said plan and scheme of reorganization is fair and equitable, and has made reasonable provision for the holders of all securities of said companies, the court shall adjudge and order that said plan or scheme of reorganization shall be adopted and carried out, and shall make proper provision for the execution thereof.

3. All creditors and persons holding securities of the said company, and not objecting to such plan of reorganization, shall be deemed to have assented thereto, and upon the entry of such order of approval, the court may require from any creditor or person holding any of the securities of said company embraced by the said plan to surrender for discharge or cancellation such outstanding claims or securities, and receive in lieu or on account thereof the new securities provided in such plan. But where claims have arisen or securities have been issued prior to the passage of this act, and any holder of such claims or securities shall object to the plan of reorganization, there shall be inserted in such plan a provision for preserving and maintaining the right of such holder so as not to impair the obligation of his contract.

4. If no such plan be proposed or approved, the court may, within such time as the court may deem proper, order a sale of the property of any such company being so administered, after such notice as shall seem to the court sufficient. At any such sale, or at any sale which shall be hereafter made, of any railroad or bridge under any decree of sale, the purchaser or purchasers shall be required to pay the amount of the bid in cash; Provided, however, That if the property shall be purchased by or in behalf of holders of any class of securities issued by the said company, the purchaser or purchasers shall be required to pay in money or securities, immediately, such amount only as the court may deem sufficient to provide against a non-compliance with the bid; and the purchaser or purchasers shall thereafter be entitled, within such time as may be fixed by the court, to pay the amount of the bid by the payment of such money as may be necessary, and by the surrender of securities in proportion as such securities shall be entitled to re

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ceive the purchase money; and all holders of the same class of securities shall be entitled to have and enjoy equal rights in any such purchasers with other holders of the same class. Such purchaser or purchasers under this latter provision shall, before adopting any article of incorporation, or transferring the property to any corporation formed for the purpose, present and file with the court, in which the decree of sale was entered, a plan of reorganization with substantially the provisions required in the preceding sections, and which shall likewise be subject to the approval of the court; and when the same shall have been so approved, and an order to that effect, and providing for the execution thereof, shall have been entered, the said purchaser or purchasers may adopt articles of incorporation under and in accordance with the laws of the State of Kentucky providing for the incorporation of such companies.

5. The word "securities," as used in this act, shall embrace bonds, debentures, preferred and common stock, and other issues of obligations and certificates of substantially similar character, and the provisions hereof shall apply, as far as may be, to proceedings in relation to any separate division, or portion, or branch of any railroad on which are charged any separate issues of securities.

6. Where the property of any such company shall be partly within and partly without this State, the plan of reorganization may make provisions for including the property without the State in such plan, in such manner, as may be consistent with the laws of the State where situated.

SUBDIVISION II. GENERAL PROVISIONS.

§ 772. Any company that has established and maintained throughout the year, for five consecutive years, a passenger station at a point on its road, shall not abandon such station, without the written consent of the railroad commission; and if any station used by the company is burned, or otherwise destroyed, or becomes unfit for the accommodation of the public, the Railroad Commission shall notify, in writing, the manager or chief officer in this State of the company owning or using