the place where its principal office or place of business is located, which shall be and continue in this State; third, the places from and to which, and the name of all the towns through or into which it is proposed to construct, maintain, and operate said road; fourth, the length of said railroad, as nearly as may be, and the amount of capital stock of the company, which shall not be less than ten thousand dollars for every mile of road proposed to be constructed; fifth, the names and residence of not less than nine directors of said company, who shall be chosen by the persons subscribing said articles of association, and a majority of whom shall always be residents of this State, and who shall manage its affairs for one year; but the amount of the funded and floating debt of any such corporation shall at no time exceed the amount of cash actually paid in upon its capital stock.

SEC. 3. The capital stock of said company shall be Capital stock. divided into shares of one hundred dollars each, and each subscriber to such articles of association shall subscribe thereto his name, residence, and the number of shares he agrees to take in such company; and on compliance with the provisions of the succeeding section such articles of association may be filed in the office of the Secretary of this State, who shall endorse thereon the day they are filed, and record them; and thereupon the persons who have subscribed such articles, together with all persons who shall become stockholders of such company, shall be a corporation by the name specified in Name. such articles.

tion.

SEC. 4. Such articles of association shall not be filed Engineer's reand recorded unless they are accompanied by the report. port to accompany the artiunder oath, of a skillful engineer, founded on an actual cles of associaexamination of the route, showing the character and structure of the proposed road-bed, with its indications of rock or earth cuttings; the manner in which it is proposed to construct said railroad; the general profile of the surface of the country through which it is proposed to be made; the feasibility of the route, and an estimate of the probable expense of constructing the same; a copy of which report shall be kept on file in the office of the Secretary of this State; nor shall such articles of association be filed and recorded until at least five thousand dollars of stock for every mile of railroad proposed to be made is subscribed thereto, and ten per cent. of such subscription paid in cash to the directors named in said articles, nor unless there is annexed thereto an affidavit made by at least three of said directors, Affidavit by dithat the amount of stock required by this section has

rectors.

Subscriptions to the capital stock.

Powers of the company.

1867.

be obtained in

release.

been in good faith subscribed, and ten per cent. in cash paid thereon as aforesaid, and that it is intended in good faith to construct the road named in such articles; and a copy of any articles of association filed and recorded as aforesaid, or of the record thereof, certified by the Secretary of this State, shall be prima facie evidence of the due formation, existence, and capacity of said corporation.

SEC. 5. When such articles of association are recorded in the office of the Secretary, the directors may, in case the whole of the capital stock is not subscribed, open books of subscription to the same in such places and on such notice as they may deem expedient, and may continue to receive subscriptions until the whole of the capital stock is subscribed; and no subscription shall be received or taken without such payment of ten per cent.; but such company shall not commence the construction of its road until at least ten thousand dollars a mile is subscribed to the capital stock thereof by responsible persons.

SEC. 6. Every railroad company may hold such real estate as may be convenient for accomplishing the objects of its organization; may by its agents enter upon such places as may be designated by its directors, for the purpose of making surveys and determining the line whereon to construct said railroad; and may construct, equip, and maintain a railway, with one or more tracks, over the route specified in its charter or articles of association, and transport persons or property thereon by any power.

SEC. 7. No land shall be taken without the consent Right of way to of its owner except within twelve months after the aptwelve months. proval of the location of the route by the Railroad Commissioners; and when the lands of any feme covert, infant, cestui que trust, or person non compos mentis, shall be necessary for the construction of any railroad, said lands may be taken on giving notice to the husband of such Trustees may feme covert, the trustee of any such cestui que trust, the guardian, either natural or appointed, of such infant, and the conservator of such person non compos mentis, who may respectively release all damages for lands so taken, as fully as if the same were holden in their own right. SECTION 1. Every railroad company organized under Time for taking the general railroad law may take land subject to the law in such case provided, at any time within two years after the approval of the location by the Railroad Commissioners.

land.

1882.

*See Secs. 1 and 6, Acts 1882, pages 10 and 12.

existence ceases

tend time for

taking land.

SEC. 2. If any railroad company formed under the When corporate provisions of article one, part nine, chapter two, title sev-and Commisenteen of the general statutes, shall not within two years sioners may exafter its articles of association are filed and recorded in the office of the secretary of this state, commence the construction of its road and expend thereon ten per cent. of the amount of its subscribed capital, or shall not 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 statute.

ditions naviga

SEC. 3. Any railroad company organized under the Under what conprovisions of the general railroad law may construct its ble waters may railroad across navigable waters, when said railroad be bridged. company shall have filed in the office of the secretary of this state a sworn statement of a competent engineer, approved by the railroad commissioners and the president and treasurer 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, however, that no bridge shall be constructed across any river or harbor nearer the sea than some existing bridge across such river or harbor; and further 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 of this state 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.

bonds.

SEC. 4. Any railroad company may, subject to the The issue of existing provisions of law, issue bonds and execute mortgages to an amount not exceeding one-half of the sum which its president, treasurer, and an engineer approved by the railroad commissioners shall certify under oath to the comptroller of this state has been actually expended upon its railroad; and any false swearing in the matter shall be perjury. Provided, however, That the whole amount of bonds outstanding at any one time

Ownership in other railroad

stock or bonds prohibited unless specially authorized.

How additional

shall not exceed one half of the actual cost of the construction of such railroad.

SEC. 5. No other railroad company shall subscribe for, take, or hold any stock or bonds of any railroad company established under the general railroad law, either directly or indirectly, unless specially authorized by the general assembly.

SEC. 6. Every railroad company, after its line of land is obtained. railroad shall have been located, approved, and established, may take land for additional tracks, turnouts, and freight and passenger stations and depots, in the manner provided by law for the taking of lands by railroad companies; also for the purpose of supplying water for the use of its engines and stations.

Repeal.

Increase of capital stock.

1883. Consolidation

of railroad companies.

SEC. 7. Section nine of article one, part nine, chapter two, title seventeen (page 317) of the general statutes, and all acts and parts of acts inconsistent herewith, are hereby repealed.

SEC. 8. In case the capital stock of any railroad company is found to be insufficient, it may, with the concurrence of two thirds in amount of the stock represented at a meeting of the stockholders called for that purpose, increase its capital stock to such amount as may be required for the purposes of said road, and in such manner and on such terms as may be prescribed by said meeting; and the board of directors of any railroad company may at any time, with the consent of the stockholders, increase its capital stock to an amount sufficient to extinguish its funded and floating debt; but the amount of such increased capital stock, at its par value, shall not exceed the amount of such debts, and such increased stock shall only be issued to take up and cancel an equal amount of debts as aforesaid.

SECTION 1. Any railroad company incorporated under the laws of this state for the purpose of building and operating a railroad within this state, extending to or beyond the boundary line of this state, may consolidate its capital stock, franchises, and property with the capital 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 aggregated outstanding bonds of the companies proposing so to consolidate exceed onehalf of what has been actually expended upon the rail

roads of such consolidating companies; the amount of said outstanding bonds to be ascertained as follows: the same to be certified to the comptroller of this state 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 also that no railroad companies shall be consolidated under this act whose railroads, built or to be built, run on parallel or competing lines.

SEC. 2. Such consolidation shall be made as follows: Manner of consolidation. The directors of the companies proposing to consolidate 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 corporation, 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.

submitted to

Said agreement shall be submitted to the stockholders Articles of of each of the said companies or corporations at a special agreement to be meeting thereof, called separately for the purpose of stockholders. taking 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,