ALABAMA LAWS. The personal estate is distributed in the same manner as X. EMINENT DOMAIN: Any corporation organized under the laws of this State, or any person or association of persons proposing to take lands, or to acquire an interest or easement therein, for any uses for which private property may be taken, may, if there be no other mode of proceeding prescribed by law, apply to the Court of Probate of the county in which such lands or a material portion thereof may be situate, for an order of condemnation thereof to such uses. The application must be in writing, verified by the oath of the applicant, or by the oath of an agent or attorney, and accompanied with security for the costs, and must state with certainty the name and residence of the applicant, the uses or purposes for which the land is to be taken, or the interest or easement therein to be acquired, and must state the name and residence of the owner, if known, or if unknown must show that reasonable diligence has been used to ascertain the same. The court must hear all the allegations of the application, and objection which may be filed to the granting thereof, and any legal evidence touching the same, and shall make an order granting or refusing the application. If the application be granted, the judge of the Probate Court shall appoint three citizens of the county in which the lands sought to be condemned are situated, who shall possess the qualifications of jurors, who shall be disinterested, and who shall be required to file a certificate along with their award that neither of them had ever been consulted, advised with or approached by any person in reference to the value of said lands, or the proceedings to condemn the same, before their appointment on the trial of the same. The judge of the Probate Court is authorized to fill any vacancy occasioned by death, resignation, failure to act, or any disqualification of either of said commissioners from interest, prior knowledge of subject matter, or by being consulted, advised with or approached in reference to the condemnation of such lands prior to appointment or trial of the same. When the court shall have appointed the commissioners as herein provided, he shall at once issue a notice of such appointment to the sheriff, whose duty it shall be to serve such notice upon the person therein designated, within five days of the receipt of such notice by such officer. Where any of the parties at interest are non-residents, minors, or of unsound mind, then notice of the proceedings herein provided for shall be given in the same manner as other notices of the proceedings of the Probate Court in this State are given to non-residents, minors, or persons of unsound mind. It shall be the duty of the commissioners, or a majority of them, thus appointed by the judge of the Probate Court to assess the damages and compensation to which the owner of the lands is entitled, and they shall be sworn as jurors are sworn. to be subjected, and must receive all legal evidence that The commissioners may view the lands may be introduced by either party touching the measure of the damage the owner of the lands will sustain, and the amount of compensation he is entitled to receive; but the amount of compensation to which the owner is entitled must not be reduced or diminished because of any incidental benefits which may accrue to him, or to his remaining lands, in consequence of the uses to which the land proposed to be taken, or in which an easement is proposed to be acquired, will be appropriated. The commissioners, or a majority of them, must, from the evidence, ascertain and assess the damages or compensation to which the owner or owners are entitled, and report the same in writing to the court, within ten days from their appointment; and thereupon the court must order the same to be recorded, and must make an order of condemnation in pursuance thereof, upon payment of the damages or compensation so assessed and reported. the owner does not appear on the hearing of the application, the court must hear the same, and if the application If be granted must appoint commissioners as herein provided for, and thereafter the same proceedings shall be had as if such owner had appeared. The hearing and trial provided for herein must in all respects be conducted and evidence taken as in trials in civil cases at common law; on the trial and hearing either party may, by bill of exception, reserve any opinion or decision of the court, as in cases in which bills of exception are allowed in civil cases in courts of common law; and either party is entitled to an appeal to the Supreme Court from the order of the court, within one month from the making thereof. Either party may appeal from the assessment of damages and compensations by the commissioners, to the City or Circuit Court of the county, within thirty days after the making of the order of the commissioners, by filing in the court rendering the judgment a written notice of appeal, a copy of which shall be served upon the opposite party, and on such appeal the trial shall be ne novo; but no appeal shall suspend the judgment if the applicant shall give bond in good and sufficient security, to be approved by the court, to pay such judgment as shall be rendered on appeal. Any applicant or land owner may employ counsel to represent him. or to be present in person at any of the proceedings or trials. The order of condemnation upon the payment of the sum ascertained and assessed by the verdict of the jury, or the deposit thereof in court for the defendant. shall vest in the applicant the easement proposed to be acquired for the uses and purposes stated in the applica tion, but for no other uses and purposes. shall be taken by either party, then the person, corporation If an appeal . or association asking to acquire such right of way, upon the deposit in said court, for the party whose land is sought to be condemned, of the amount of damages so assessed, together with the costs of said proceedings, shall be entitled to enter upon said land and survey, construct and operate on said land, for the uses and purposes stated in the application, but said easement shall not vest absolutely in said person, corporation or association until the final determination of the case and the payment or deposit in court of such damages as shall be then adjudged. The cost of the application and of the proceedings thereunder, including the compensation of commissioners, who shall receive the pay of jurors, must be adjudged against the applicant and his surety for costs, for which execution may be issued; but should the applicant tender to the land-owners, prior to the application for condemnation proceedings for the lands sought to be condemned, a sum of money in excess of the award of the commissioners for compensation or damages for the same, then the costs of the proceedings before the commissioners shall be against the land-owner; provided, the commissioners shall have no knowledge of the amount so tendered, and shall certify in their award that they had no knowledge of such tender: provided, further, that the principles of law and rules of justice relative to tender now in force in the courts of this State shall apply to all tenders made under the provisions of this act. (Code, Sec. 3207, et seq. Acts 1890 and 1891, pp. 1131, et seq. Acts 1892-3, p. 462.) In Limestone County the amount of compensation assessed by the commissioners must not exceed three times the value at which the land was given in for taxes. The above does not include the procedure in the case of erection of dams. XI. EXECUTIONS: An execution is a lien on the lands and personal property of the defendant subject to levy and sale, only in the county in which it is received by the officer, from the time It is so received, which lien continues as long as the writ is regularly issued and denvered to the sheriff without the lapse of an entire term. appeal by which the judgment is suspended, or the execuThe execution of a bond for an tion of a bond by the defendant upon the proper officer granting an injunction, supersedeas or restraining order, destroys the lien created by the delivery of a fieri facias to the sheriff. (Code, Sec. 2894 et seq.) XII. EXEMPTIONS: The homestead, not exceeding one hundred and sixty acres in area, and lars in value; or, in a city, town or village, the lot, not exceeding two thousand dolwith dwelling, etc., not exceeding two lars in value, owned and occupied by any resident. The thousand dolarea of the homestead is not enlarged by reason of any encumbrance or defect in the quantum of interest such resident may may be waived, but wife must join in the waiver and it Exemption of homestead must be acknowledged. Any person may by stipulation own. in writing waive the whole or any specific part of exemp- pictures, The legal rate of interest is eight per cent and all contracts for the payment of interest upon the loan or forbearance of goods, money, things in actions, or upon any contract whatever, at a higher rate, are usurious and cannot be enforced except as to the principal. Sec. 1754.) (Code, XIV. JUDGMENTS: Judgments are not liens until execution is issued, unless registered as hereinafter provided. has issued on a judgment within a year after its rendition, When an execution another may be issued within ten years without a revivai of the judgment. term where service is perfected twenty days before the Judgments may be obtained at the first sitting of the court; and in Justices' Courts on three days' notice. A certificate of the clerk or register of the court showing the court amount and date thereof, the amount of costs, the names of which rendered the judgment, the parties, and plaintiff's attorney, may be filed by the plaintiff or owner of any judgment or decree in the office of the judge of probate of the county in which the judgment was obtained, and every such judgment or decree so filed and registered shall be a lien upon all the property of the de fendant in the county where judgment is rendered, subject to levy and sale under execution, and such lien shall continue for ten years from the date of registration of such judgment or decree and shall be notice to all persons of the existence of such lien. (Code, p. 635, note.) XV. LIENS: Mechanics, employees and materialmen have for their work done, or materials furnished, a lien upon the building or improvements and upon the land upon which said building or improvements are erected, if the work was done or materials furnished by virtue of any contracts with the owner or proprietor, or his agent, trustee, contractor or sub-contractor. (Acts 1894-5, p. 1238 et seq.) Every person claiming a lien must file in the office of the judge of probate of the county in which is the property upon which the lien is sought to be established, within six months if an original contractor, thirty days if a journeyman or day laborer, or four months if any other person, from the time the indebtedness was incurred, a statement in writing, verified by oath, containing a true description of the property and the demand secured by the lien, and the name of the owner. the unpaid balance due, unless This lien shall extend only to materials shall notify the owner or his agent in writing the person furnishing that certain specified materials will be furnished by him to the contractor for use in the building at certain specified prices, and unless he, the owner, objects, the furnisher shall have the full price specified in the notice, regardless whether such claim exceeds the unpaid balance or not. Anyone other than the original contractor must give the owner ten days' notice before filing a lien, except in the case of materialmen who have given notice as above. An original contractor, failing to furnish owner with a complete list of employees and materialmen, or failing to pay such under terms of special contract with owner, forfeits right to lien. All actions to be commenced within six months after filing lien. Blacksmiths, woodworkmen, and all other mechanics who contribute their labor or material to the production or repair of any vehicle, implement or article of any kind, shall have a lien thereon while in the hands of the owner or a purchaser with notice, such lien to be enforced within six months from the time when filed. Landlord has a lien on crop grown on rented land for the rent of the current year, or for advances in money, or other thing of value, whether made by him or for which he assumed responsibility; also on each and every article advanced, and upon all property purchased with money advanced or obtained by barter in exchange for any article advanced. Such liens for rent and advances shall be paramount over all other liens. The landlord of a store-house, dwelling-house or other (Code, Sec. 3056.) building has a lien on the goods, furniture and effects belonging to the tenant, for his rent, which is superior to all other liens except those for taxes. enforced by attachment where tenant has fraudulently disSuch lien may be posed of his goods, or made an assignment for benefit of creditors, or transferred substantially all his goods without paying the rent in full for the term. Superintendents of plantations and agricultural laborers have a lien upon the crops, and laborers and employees of railroads a lien upon all the property of the company for work and labor done by them. (Code, Sec. 3077 et seq.) XVI. LIMITATIONS: The following actions must be commenced after the cause of action has accrued within the periods preceding their characterization: or (1) Within twenty years: By the State, to recover real or personal property against a citizen thereof; judgment or decree of any court of the State of Alabama, upon a or of the United States, or of any state or territory of the United States. (2) Within ten years: or writing under seal; for the recovery of lands, tenements, On any contract or hereditaments, or the possession thereof; motions or other actions against sheriffs, coroners, constables, and other public officers for nonfeasance, misfeasance, or malfeasance in office. (3) Within six years: For any trespass to person or liberty; trespass to real or personal property; detention or conversion of personal property; promise in writing not under seal; to recover money upon a loan; upon a stated or liquidated account; for arrears of rent due upon a parol demise; for the use and occupation of land; motions or other actions against the sureties of any public officer, or the sureties of executors, administrators guardians: for any misfeasance or malfeasance whatever of their principal, the time to be computed from the act done or omitted by their principal which fixes the liability of the surety; motions or other actions against attorneys at law for failing to pay over money of their clients or for neglect or omission of duty; any action upon any judgment of a justice of the peace of this State; and any action arising from simple contract or specialty not herein specifically enumerated. founded on equities of redemption, where lands have been (4) Within five years: Actions sold under a decree of the Chancery Court, existing in any person not a party to the proceedings, who claims under the mortgagor or grantor in the deed of trust. (5) Within four years: All actions or motions against any surety to any writ of error, appeal, replevin or forthcoming bond, executed in any cause in any of the courts of the United States, or in any other state or country, except the State 39 of Alabama. (6) Within three years: To recover money due by open or unliquidated account, the time to be computed from the date of the last item of the account, or from the time when by contract or usage the account is due. (7) Within two years: Actions by personal representative for wrongful acts or omissions, causing death of intestate or testator, if such intestate or testator could have maintained the action for such acts or omissions had they failed to produce death. (8) Within one year: malicious prosecutions, criminal conversation, seduction For of a female, breach of marriage promise, qui tam actions, or for a penalty given by statute to the party aggrieved, unless the statute imposing it prescribes a different limitation; actions of libel and slander; actions for damages for wrongful act or omission, causing personal injury to or death of a minor, under Sec. 2588; actions for an injury to the person or rights of another, not arising from contract, and not herein specifically eni merated. (Code, Sec. 2612 et seq.) Minors, married women (except as to their separate estates), the insane, and those imprisoned on a criminal charge for a term less than life, have three years after the termination of the disability to bring suit or make entry or defense; except that no disabilities shall extend the time after the lapse of twenty years from the time the cause of action or right accrued. (Code, Sec. 2624; 66 Ala., 445.) If a person is absent from the State during the period within which a suit might have been brought against him, such period or periods of time must not be computed as a portion of the time necessary to create a bar. No act, promise or acknowledgment is sufficient to remove the bar to a suit, or is evidence of a new or continuing contract, except a partial payment made upon the contract by the party sought to be charged before the bar is complete, or an unconditional promise in writing signed by the party to be charged. The time between the death of a person and the grant of letters testamentary or of administration, not exceeding six months, is not to be taken as any part of the time limited for the commencement of actions by or against his executors or administrators. (Code, Secs. 2628-2632.) XVII. MARRIED WOMEN: The wife, if the husband be of sound mind and has not of the wife, or any part thereof, may be sold, exchanged may contract with each other, but all contracts into which All property of the wife held by her previous to the marriage, or to which she may become in any manner entitled after the marriage, is the separate property of the wife and is not subject to the liabilities of the husband. The earnings of the wife are her separate property, but she is not entitled for compensation for services rendered to or for the husband, or to or for the family. has full legal capacity to contract in writing as if she The wife were sole, with the assent or concurrence of the husband expressed in writing. The wife must sue alone at law or equity, upon all contracts made by or with her, or for the recovery of her separate property, or for injuries to such property, or for its rents, income, or profits, or for all injuries to her person or reputation; and upon all contracts made by her, or engagements into which she enters, or for all torts committed by her, she must be sued as if she were sole. The wife may, with the consent of the husband, expressed in writing and filed and recorded in the office of the judge of probate of the county of their residence and of the county in which the business is carried on, enter into and pursue any lawful trade or business, as if she were sole. band is not necessary, if he be of unsound mind, or has But the consent of the husabandoned his wife, or is a non-resident of the State, or is imprisoned under a conviction for crime. of the wife, whether acquired by descent or inheritance, or All property gift, devise or bequest, or by contract or conveyance, or by gift from, or contract with, the husband, is the separate property of the wife within the meaning of this article, saving and excepting only such property as may be conveyed to an active trustee for her benefit. under twenty-one, but over eighteen, years of age may Married women convey dower interest in land. under twenty-one but over eighteen years of age relieves Marriage of a woman the disabilities of non-age. XVIII. MORTGAGES: Mortgages of real property must be acknowledged or proved and recorded in the same manner as deeds. A power to sell is usually incorporated in the mortgage in the event of default in payment of the debt secured, on giving notice by advertisement, or it may be foreclosed by proceedings in chancery. The power to sell in a mortgage is part of the security and may be executed by anyone who, by assignment or otherwise, becomes entitled to the money. (Code, Sec. 1844.) Whenever the property has been sold under the power the debtor may redeem the same from the purchaser or his vendee at any time within two years thereafter on tender to the purchaser of the purchase price, with ten per cent interest and all other lawful charges. Conveyances of unconditional estates and mortgages or instruments in the nature of a mortgage of real property to secure any debt created at the date thereof, are void as to purchasers for a valuable consideration having no notice thereof unless recorded within thirty days from their date. (Code, Sec. 1810.) Conveyances of personal property, to secure debts, or to provide indemnity, must be recorded in the county in which the grantor resides, and also in the county where the property is at the date of the conveyance; if the property is removed to another county, the conveyance must again be recorded in the county to which it is removed within six months. (Code, Sec. 1806.) Conveyances of personal property to secure debts or to provide indemnity are inoperative against creditors and purchasers without notice, until recorded, unless the property is brought into this State subject to such incumbrances, in which case four months are allowed for the registration of the conveyance; and if such property is removed to a different county from that in which the grantor resides, the conveyance must be recorded in such county within six months from the removal or it ceases to have effect after such six months against the creditors or purchasers of the grantor without notice. (Code, Sec. 1814.) Mortgages of personal property are invalid unless they are in writing and subscribed by the mortgagor. (Code, Sec. 1731.) Mortgage of stock of merchandise, which permits mortgagor to remain in possession and to sell the goods in the ordinary course of trade for his own benefit, is invalid as to creditors. (75 Ala., 121.) But mortgage of stock of goods given to secure bona fide debt, authorizing mortgagor to retain possession and sell for the benefit of mortgagee, and to pay over the proceeds of sale is good as against creditors. (86 Ala., 234.) Any mortgagee, transferee or assignee of such mortgage who has received satisfaction of the amount secured by such mortgage, must at the written request of the mortgagor, enter satisfaction upon the margin of the record thereof, which operates as a release of such mortgage and a bar to all actions thereon; and must at the written request of a bona fide creditor of mortgagor, enter the amounts received by him thereon and dates thereof. Failure for three months to make such entry, either in person or by attorney, after such payment and request, forfeits to the party aggrieved two hundred dollars, unless, where demand is for entry of satisfaction, at the time of such request or within said three months, there shall be a pending suit between said parties involving whether such mortgagee, transferee or assignee has received satisfaction of such mortgage. The payment of the debt secured by mortgage has the effect to divest the title of the mortgagee or his assigns, and revest the same in the mortgagor or his assigns. (Code, Sec. 1869.) XIX. NOTES AND BILLS: Bills of exchange and promissory notes, payable in money, at a bank or private banking house or a certain place of payment therein designated, are governed by the commercial law, and all other instruments payable in money at a bank or private banking house are also governed by the commercial law as to days of grace, protest and notice. Such are assignable by indorsement in writing so as to authorize an action thereon by each indorsee. No person is chargeable as acceptor of a bill of exchange, unless his acceptance is in writing, signed by himself or agent; but an unconditional promise in writing to accept a bill before it is drawn amounts to actual acceptance. (64 Ala., 1.) Every holder of a bill presenting the same for acceptance may require that the acceptance be written on the bill; and refusal so to do is refusal to accept, and the bill may be protested for non-acceptance. These provisions must not be construed to impair the right of any person to whom a promise to accept a bill may have been made, and who on the faith of such promise has negotiated the bill, to recover damages of the person making such promise, on his refusal to accept such bill. If bill is not returned accepted or non-accepted by the party upon whom it is drawn, within twenty-four hours after delivery to him, he must be deemed to have accepted the same. All bills drawn and payable within this State are inland bills, and those drawn in this State and payable elsewhere are foreign bills. The damages on inland or foreign bills protested for non-acceptance or non-payment are five per cent on the sum drawn for. (Code, Sec. 1760 et seq.) Sunday, Christmas Day, the first of January, twenty second of February, twenty-sixth of April, the Fourth of July and Thanksgiving Day, Good Friday, Labor Day and Mardi Gras, shall each be deemed a holiday. If Christmas Day, the first of January, twenty-second of February or the Fourth of July falls on Sunday, the Monday following is a holiday. If any paper entitled to days of grace by the allowance thereof, or subject to protest, becomes due on a holiday, it must be taken as due on the next succeeding business day. (Code, Sec. 1759.) XX. SUITS: Suits at law in this State are commenced by summons and complaint. The complaint which must accompany the summons is in lieu of a declaration and must be signed by the plaintiff or his attorney. (Code, Sec. 2671.) All actions on contracts, expressed or implied, for the payment of money, whether under seal or not, may be united in one action. (Code, Sec. 2672.) Husband and wife must be joined either as plaintiffs or defendants when the wife has an interest in the subject matter of the suit; unless the suit relates to her separate estate, when she must sue or be sued alone. (Code, Sec. 2577.) Actions on promissory notes, bonds or other contracts, express or implied, for the payment of money, must be prosecuted in the name of the party really interested, whether he has the legal title or not, subject to any defense the payor, obligator or debtor may have had against the payee, obligee, or creditor, previous to notice of assignment or transfer, except that, in actions upon bills of exchange and promissory notes payable at a bank or banking house, or at a designated place, and other commercial instruments, the suit must be instituted in the name of the person having the legal title. (Code, Sec. 2594.) Infants must sue by next friend and must defend by a guardian appointed by the court. (Code, Sec. 2579.) Idiots, lunatics or persons of unsound mind having no guardian resident in this State may sue by their next friend; and guardian of person of unsound mind may be sued on any contract made by the ward or for any tort committed by him while of sound mind, or for necessaries furnished him or his family before the appointment of a guardian. All actions on contracts, except as may be otherwise provided, must be brought in the county in which the defendant, or one of the defendants, resides, if such defendant has within the State a permanent residence; all other personal actions, if the defendant, or one of the defendants, has within the State a permanent residence, may be brought in the county of such residence, or in the county in which the act or omission complained of may have been done, or may have occurred. All actions for the recovery of land, or of the possession thereof, or for a trespass thereto, must be brought in the county where the land lies; a summons issuing contrary to this section must be abated on the plea of the defendant. (Code, Sec. 2640.) A foreign or domestic corporation may be sued in any county in which it does business by agent. Summons may be executed by the delivery of a copy of the summons and complaint to the president or other head thereof, secretary, cashier, station agent, or any other agent thereof. (Code, Sec. 2642, 2657.) Names of all parties plaintiff and individual names of co-partners must be given in writs. Partnerships may be sued in courts of law in the firm name, without setting forth the names of co-partners. The writ may be served upon any one of the co-partners. The judgment reaches the partnership property alone. Non-residents must give security for costs when suit is brought in any of the courts, but money may be deposited with the clerk in lieu of sureties. All suits at law or in equity commenced by or for the use of a non-resident of this State will be dismissed on motion if security for costs be not given, but money may be deposited with the clerk or register, subject to increase or diminution on the order of the court. XXI. TAXES: All taxes levied on property in this State shall be assessed in exact proportion to its value. The State, in the levy of taxes for any year, is restricted to a rate not greater than three-fourths of one per cent; counties, to one-half of one per cent-provided, however, that counties may, for debts created for the erection of necessary public buildings or bridges, levy and collect a special tax. Municipal corporations cannot levy or collect a larger rate of taxation in any one year than one-half of one per cent of the value of the property therein as assessed for State taxation during the preceding year. (Constit., 1875, Art. XI.) Immediately after the sale of lands for taxes, the tax collector delivers to the purchaser a certificate of purchase, which certificate is assignable by endorsement, vesting in such assignee the title acquired by the purchase. If the bid for such lands is not sufficient to cover the taxes, interest and costs, the collector shall bid it off in the name of the State, and deliver a certificate therefor to the auditor of the State. The lands so bid in for the State are not assessed thereafter until redeemed, and are subject to the same rules of redemption as lands purchased by individuals. Lands sold for taxes may be redeemed at time before the expiration of two years and six any months from the date of sale, by the owner, mortgagee or any person having a beneficial interest therein; infants and lunatics are allowed one year after the removal of their disability to redeem. Actions for the recovery of lands sold for taxes are barred if not brought within five years from the date of sale; minors and insane persons are allowed one year after removal of disability to bring such action. (Code, Sec. 607; 69 Ala., 299.) XXII. WAGES: The wages, salaries, or other compensation of laborers or employees, residents of this State, for personal services, to the amount of twenty-five dollars per month shall be exempt from levy under writs of garnishment or other process for the collection of debts. (Code 1886, Sec. 2512.) The wages or hire of any head of a family in this State, not having property liable to levy and sale under execution, cannot be defeated or abated by any set-off of a money demand acquired by the person contracting to pay such wages, by assignment or transfer, unless the parties otherwise agree in writing. (Sec. 2678. See also Liens.) XXIII. WILLS: All persons over the age of eighteen may make wills of personal property, if of sound mind; but only those twenty-one years of age can make a will of real estate. A will must be signed by the testator, or by some person in his presence and by his direction, and attested by at least two witnesses, who must subscribe their names thereto in the presence of the testator. (Code, Sec. 1966.) Nuncupative wills are valid when the property bequeathed does not exceed five hundred dollars in value. If an unmarried woman after making a will marries, the marriage operates as a revocation of the will. If a man after making a will marries and have issue of such marriage born within his lifetime or after his death, and the wife or such issue is living at the death of the testator, such will must be deemed revoked, unless provision has been made for such issue. (Code, Sec. 1953 et seq.) CORPORATIONS. 1. CONSTITUTIONAL PROVISIONS: Corporations may be formed under general laws, but shall not be created by special act, except for municipal, manufacturing, mining, immigration, industrial and educational purposes, or for constructing canals, or improving navigable rivers and harbors of this State, and in cases where, in the judgment of the General Assembly, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section may be altered, amended or repealed. No corporation can engage in any business other than that expressly authorized by its charter, or issue stock or bonds, except for money, labor done, or money or property actually received; and all fictitious increase of stock or indebtedness shall be void. The stock and bonded indebtedness of corporations shall not be increased, except in pursuance of general laws, nor without the consent of the persons holding the larger amount in value of stock first obtained at a meeting to be held after thirty days' notice, given in pursuance of law. No corporation, municipal or otherwise, shall take, injure or destroy private property for public use without making just compensation therefor, which compensation shall be paid before such taking, injury or destruction. In no case shall any stockholder be individually liable, otherwise than for the unpaid stock owned by him. No telegraph company shall consolidate with, or hold a controlling interest in the stock or bonds of, any other telegraph company owning a competing line, or acquire, by purchase or otherwise, any other competing line of telegraph. Corporations sue and are sued the same as natural persons and may mortgage their property on complying with the statute as to notice to be given by publication and personally to stockholders. The State shall not be a stockholder in any bank, nor shall the credit of the State ever be given or loaned to any banking company, association or corporation. Every railroad company shall have the right with its road to intersect, connect with or cross any other railroad, and shall receive and transport each the others' frieight, passengers and cars, loaded or empty, without delay or discrimination. (Constit., 1885, Art. XIV.) II. ORGANIZATION: A corporation may be formed by two or more persons associating for the purpose of mining, quarrying or manufacturing, who shall file in the office of the judge of probate of the county wherein said corporation shall have its place of business, a declaration signed by each of them and setting forth the following: (1) The names and residences of the subscribers; (2) the name and style of the proposed corporation; (3) the amount of capital stock and the number of shares in which it is divided; (4) the general purposes of the corporation and the nature of the business proposed; (5) the principal place of business of the cor poration; (6) such other matters as the incorporators may deem it desirable to state. (Code, Sec. 1557 et seq.) There must be fifty per cent of the proposed capital stock subscribed and twenty per cent paid in before certificate of incorporation will be issued and the corporation authorized to do business. On the filing of the declaration above mentioned the judge of probate must issue a commission to two or more subscribers, who are then authorized to open books of subscription. All subscriptions must be payable in money; but the commissioners may receive subscriptions payable in money, the subscriber reserving at the time the privilege of discharging the same in the rendition of services or labor for the corporation at the reasonable value thereof, or of such property as the corporation has the capacity to acquire and hold, at the reasonable value thereof, provided the nature and character of the property and when it is to be transferred or conveyed be stated in the subscription. When fifty per cent of the capital stock has been subscribed in good faith by subscribers of whose solvency the commissioners are satisfied, they shall call the subscribers together at a time and place fixed by them for the elec-' tion of directors and officers. The directors must consist of not less than three or more than nine stockholders, who hold office for twelve months; at such organization meeting an officer must be designated to receive from the commissioners the subscription for stock, and such officer shall thereupon require payment in cash of twenty per cent of such subscription from each subscriber who has not reserved the privilege of discharging such subscription in stipulated services or conveyance of property; and from the subscribers who have reserved the privilege of discharging their subscriptions in services or property, contracts in writing binding them to the rendition of the services or to make transfer of the property at such times as the board of directors may appoint. The proceedings of the meetings must be reduced to writing, signed by the subscribers and delivered to the commissioners, who must return and file the same with the judge of probate. The officer designated to receive the subscriptions must make a copy thereof, verified by his affidavit, stating in such affidavit from which of the subscribers he has received the cash payment and from which he has received contracts as above mentioned. This copy must also be filed in the office of the judge of probate. Upon the filing of these papers the judge of probate issues a certificate of incorporation. 1. To have succession by the corporate name for the period expressed in the declaration; and, if a period of time be not expressed, perpetually. 2. To sue and be sued; and, if deemed necessary, to have a corporate seal, and the same to alter at pleasure. 3. To hold, purchase, dispose of and convey such real and personal property as the nature of its business and the purposes for which it is formed may require. 4. To appoint such officers and agents as may be deemed necessary for the transaction of its business and the management and control of its affairs and property. 5. To make all needful by-laws, rules and regulations for the transaction of its business, the management and control of its affairs, and the uses and disposition of its property, and for the transfer of its stock, and for the creation and preservation of a lien upon the shares of its stockholders for the payment of any debt or liability they may incur to the corporation. 6. To carry on the business or accomplish the purposes expressed in the declaration. 7. To borrow money, and to mortgage or otherwise convey or pledge its property, real or personal, and its franchises, to secure the payment of the money so borrowed, or any other debt contracted by it; but it has not power to borrow a sum exceeding its capital stock, or at a rate of interest exceeding eight per cent, payable semi-annually; nor must such mortgage, conveyance or pledge be made otherwise than by the consent of the holders of the larger part in value of the capital stock, expressed by vote, at a meeting of the stockholders called for that purpose, of the time and place of which meeting, and of the purpose for which it is called, thirty days' notice is given each stockholder personally, whose residence is known, and by publication for four consecutive weeks in the newspaper published nearest the place of business of the corporation. Such corporation, when duly organized, has, in addition, power to locate, construct and operate, to and from its mines, furnaces, mills, factories, quarries or other works, railways, tramways, canals or roads, or to acquire by purchase railways, tramways, canals or roads, whereby a connection may be made to and with the principal place of its business, its mines, furnaces, mills, factories, quarries or other works, and any public highway, turnpike, macadamized, plank or other graded road, or railroad, or navigable waters, or to or with its mines, ore-beds, coking or cooling grounds, or timber lands; or canals or aqueducts to and from its mills or factories, or furnaces, or quarries, and any waters or water-courses; and such corporation has also power to transport, as a common carrier, persons or property on any railroad, or other road, or on any canal or aqueduct, constructed or purchased by it, taking reasonable compensation. If necessary in the construction of such canals, aqueducts, railways, tramways, or roads, the corporation has power to condemn lands, or an interest or easement therein, private property, for a way and right of way, in the mode prescribed by law, such way and right of way not exceeding one hundred feet in width throughout the whole length of such canal, aqueduct, railway, tramway, or road; and without the consent of the owner of the land, the same must not be constructed through the yard, garden, orchard, stable-lot, gin-house, barn or through the curtilage of a dwelling-house; and such corporation has power to erect, at such place as may be deemed convenient for its uses, depots, or other buildings, or structures, or wharves; and may purchase, hire or charter vessels or boats for the transportation of its products or property; and may aid in the construction of railroads, or in the establishment of lines of vessels or boats, running to and from such depots, or other buildings, or structures, or wharves; but the owner of any land which may be taken under the provisions of this section shall have the right to have all his property, of like kind with that transported by the corporation, carried by such corporation over or upon such canal, railway or tramway, upon the payment of a just and reasonable compensation for such carriage. Corporations, in construction of their railways, tramways or roads, may cross public highways or roads, but must place same in satisfactory condition. They may likewise cross any navigable streams, but must not impair navigation. IV. CONSOLIDATION OF CORPORATIONS: Any two or more may consolidate, upon recommendation of the board of directors of each corporation in writing, if adopted by a majority in value of capital stock. When the proposition of consolidation has been adopted and the agreement therefor reduced to writing under the corporate seals, stating the consolidation to be with the consent of the stockholders, and its terms and conditions, such agreement must be recorded in the office of the judge of probate where such corporations are located, and such consolidation is thereby completed. The consolidated corporation may adopt the name and charter of either corporation, and may make such changes as to the amount of stock and directors as may be deemed proper. The consolidated corporation is entitled to all the property and rights of each, and liable for the debts of each, and pending suits shall proceed in the name of the consolidated corporation. V. INCREASE OF CAPITAL STOCK: Capital stock may be increased to a sum not exceeding ten million dollars, by vote of stockholders holding the larger amount in value of the capital stock. Thirty days' notice of a meeting called for this purpose must be given each stockholder personally and by publication in a newspaper published in the place where the corporation is located. The proceedings of the meeting, signed by the president, must be filed and recorded in the office of judge of probate. Stockholders are entitled to a preference in taking the increased stock. VI. ALTERATION OR AMENDMENT OF CHARTER: Corporations may on vote of not less than three-fourths of the stockholders, holding not less than two-thirds in value of the stock, alter or amend the charter by filing, in the office of the judge of probate where the original declaration is filed, a declaration in writing, signed by them, setting forth the name, purpose of the corporation, and business, capital stock subscribed for and taken, and the proposed changes, which declaration must be verified by affidavit of one of the signers, stating that the statements of the declaration are true, and that the signers signed the same in the presence of affiant, or acknowledged their signatures thereto. Upon the filing of such declaration the judge of probate issues a certificate authorizing the corporation to do business under the amended declaration. (Acts of Alabama 1888-89, p. 20.) VII. MEETINGS IN OTHER STATES: Meetings may be held in other states by a vote, at a meeting of the directors or stockholders, whenever all of the Alabama stockholders consent thereto in writing, and provided such corporation shall keep an office, agent and place of business within the State, and within thirty days after such meeting shall deposit with such agent a certified copy of the proceedings of such meeting, which certified copy shall be received in evidence in all courts in this State, in lieu of the original, and which certified copy shall at all times be subject to inspection by any person lawfully entitled to demand such inspection. Failure to keep such certified copy on deposit is cause for proceedings to dissolve the corporation. There must also be filed in the office of the judge of probate in the county where its agent and principal place of business are kept a declaration showing the name and style of such agent, and the place where certified copies of its records are kept. Service of process on such agent shall be deemed and taken as service of process on the corporation. (Acts of Alabama 1888-89, page 76.) Board of directors is elected annually by the stockholders. Vacancies are filled by the board of directors. All foreign corporations are required to pay into the treasury of the State like fees as those required of corporations organized under the laws of this State. Failure to comply with the provisions of the law requiring such license fees invalidates any contract made by the corporation so failing to comply with the law. (Acts of 1894-95, p. 1024.) No foreign corporation shall do any business in this State without having at least one known place of business and an authorized agent or agents therein (67 Ala., 26; 71 Ala., 60; Acts, 1886-87, p. 102; 89 Ala., 198; 88 Ala., 275, 280, 281), and such corporation may be sued in any county where it does business, by service of process upon an agent anywhere in this State. The law of this State provides for the appointment by the Governor of a mine inspector who shall not be a member of a firm or stockholder of any corporation engaged in mining, and who shall give a bond of one thousand dollars for the faithful performance of his duties. He shall hold office for two years and give his whole time and attention to the duties of his office. The inspector shall keep his office in the city of Birmingham. The Governor may discharge him at any time and appoint a successor upon the filing of a written complaint substantiated by proof, of unfairness, unfitness, incompetency or malfeasancé. "It shall be the duty of the mine inspector to examine all the mines in this State as often as possible to see that all the requirements of the law are strictly observed and carried out. He shall particularly examine the works and machinery belonging to any mine, examine into the state and condition of the mines as to ventilation, circulation and condition of air, drainage and general security; he shall make a record of all examinations of mines, showing the date when made, the conditions in which the mines were found, the extent to which the laws relating to mines and mining are observed or violated; the progress made in the improvements and security of life and health sought to be secured by the provisions of this act; number of accidents, injuries received, or deaths in or about the mines; the number of persons employed in or about each mine, together with all such other facts and information of public interest concerning the condition of mines, development and progress of mining in this State, as he may think useful and proper, and so much thereof as may be of public interest, to be included in his biennial report. In case of any controversy or disagreement between the mine inspector and the owner and operator of any mine, or the persons working therein, or in case of conditions of emergency requiring counsel, the mine inspector may call on the board of examiners for such assistance and counsel as may be necessary. Should the mine inspector find any of the provisions of this act violated, or not complied with, by any owner, lessee, or agent in charge of any mine, he shall immediately notify such owner, lessee, or agent in charge, of such neglect or violation, and unless the same is within a reasonable time rectified and the provisions of this act fully complied with he shall institute a prosecution. The inspector shall exercise a sound discretion in the enforcement of the provisions of this act, and if in any respect (which is not provided against by, or may result from a rigid enforcement of any express provision of this act), the inspector finds any matter, thing or practice in or connected with any such mine to be dangerous or defective so as in his opinion to threaten or tend to the bodily injury of any person, the inspector may give notice thereof in writing to the owner, agent or manager of the mines, and shall state in such notice the particulars in which he considers such mine or any part thereof, or any matter, thing or practice to be dangerous or defective, and require the same to be remedied. For the purpose of making the inspection and examination provided for in this section the mine inspector and board of examiners shall have the right to enter any mine at all reason |