8. Telegraph, telephone, electric light, and electric power lines, and sites for electric light and power plants.

9. Sewerage of any city, or town, or of any settlement of not less than ten families, or of any public building belonging to the state, or of any college or university.

10. Canals, reservoirs, dams, ditches, flumes, aqueducts, and pipes for supplying and storing water for the operation of machinery for the purpose of generating and transmitting electricity for power, light, or heat.

11. Cemeteries or public parks.

12. Pipe lines for the purpose of conducting any and all liquids connected with the manufacture of beet sugar.

Approved this 5th day of March, 1901.

Repealed 1907, c. 93

CHAPTER 26.

RAILROAD CORPORATIONS.

AN ACT to codify and revise certain laws of this state providing for the formation of corporations for the purpose of purchasing, constructing, acquiring, owning, maintaining, operating or extending railroad lines, franchises, properties and appurtenances, authorizing the issue by such corporations of stocks and bonds and other securities, and the making of deeds of trust, mortgages, and defining certain rights and powers of such corporations; and to repeal the following named acts and parts of acts, namely: Chapter 1, Laws of Utah, 1899; chapter 17, Laws of Utah, 1899; Chapter 2, Laws of Utah, 1901; chapter 3, Laws of Utah, 1901; sections 431, 432, 433, 435 and 442 of the Revised Statutes of Utah, 1898.

Be it enacted by the Legislature of the State of Utah:

SECTION 1. Formation, rights and duties of railroad corporations. Corporations, for the purpose of constructing, owning, operating and maintaining railroads, within or partly within and partly without or wholly without this state, or union railroad depots, with terminal tracks, connections and facilities, may be incorporated to exist for any term of years, not less than five years nor more than one hundred years, under the provisions of law respecting corporations for pecuniary profit, and all the rights, privileges and powers, and all the duties and obligations of such corporations, and the officers and stockholders thereof, and respecting the assessment of the capital stock thereof, shall be as provided by law respecting corporations for pecuniary profit, except as in this act otherwise provided.

Sec. 2. Contents of articles. The articles of incorporation shall include an estimate of the cost of construction and equipment of any railroad to be constructed, the kind of power to be used, the names of the places between which and of the counties through or into which it is proposed to construct such railroad, and, as near as may be, its length; nor shall the certificate of incorporation issue

until it shall appear to the Secretary of State by affidavit of at least three of the incorporators that one thousand dollars for each mile. in length of the proposed railroad shall have been subscribed, and that ten per cent of the stock subscribed by each stockholder has been paid in.

Sec. 3. Railroad corporations may sell property and franchises. Exception. Any corporation owning any railroad line in this state may sell, convey and transfer its property and franchises, or any part thereof, to any railroad corporation (not owning any competitive line in this state) whether organized under the laws of this state, or any other state or territory, or of any act of Congress, and any railroad corporation receiving such conveyance may hold and operate such railroad, franchises and property within this state, and build and operate extensions or branches thereof, and for that purpose may exercise the power of eminent domain, and do any other business in connection therewith as fully and effectually to all intents and purposes as if such corporation were organized under the laws of this state, provided, that such purchasing corporation shall comply with all the laws of the state of Utah relative to railroad corporations not in conflict herewith.

Sec. 4. May be formed to buy other railroads. Railroad corporations may be formed pursuant to the laws of this state, for the purpose of buying, owning, maintaining, operating and further extending the railroad, rights, property and franchises of any corporation or corporations whose lines of railroad are situated within or without this state, or partly within and partly without this state, which shall have been or may be sold under judicial proceedings, or in the enforcement of mortgage liens, or at private sale; and the purchaser or purchasers at such sale or sales of such railroad rights, property and franchises, or any part thereof, together with his or their associates, or any number of persons not less than ten, may become a railroad corporation for the purpose aforesaid, by filing articles of association in the office of the Secretary of State, which articles shall contain the name of the proposed corporation, the number of years it is to continue, not exceeding one hundred, the amount of capital stock, the termini of the road so purchased or to be purchased, and its length, and the states, territories and counties through which it passes, the number of directors not less than five nor more than fifteen, and the names of those who shall serve as directors of the corporation for the first year and until their successors are chosen and qualified; and upon such filing of such articles of association said corporation shall, without further act, be deemed and held to have been fully formed and created with the powers specified in such articles of association, provided they are not inconsistent with the terms of this act or of the constitution of this state. Such purchasing corporation shall in addition to the foregoing powers be vested with and be entitled to exercise and enjoy all the powers, rights, privileges and franchises which at the time of sale belonged to or were vested in the corporation or corporations last owning the properties sold, not inconsistent with the laws and con

stitution of this state, as well as all the rights, privileges and franchises of railroad corporations organized under the laws of this state, and except as herein otherwise provided shall be subject to all the duties and liabilities not inconsistent with the provisions of this act, imposed by the laws of this state upon railroad corporations, and shall have power to purchase, hold, enjoy, maintain and operate the railroads, property, rights and franchises, or any part thereof, which shall have been or may be sold as aforesaid upon such terms as the directors may deem expedient, and to extend the said railroads, within and without this state, and shall have power to construct or acquire by lease, purchase, consolidation, ownership of capital stock, or otherwise, branches, extensions, cutoffs and connecting lines, within or without this state, and may make such contracts and do such acts as the directors shall deem necessary or expedient, provided such acts and contracts are not in violation of the constitution of the state, and may from time to time create and issue capital stock to an amount not exceeding the amount authorized by and stated in the articles of association, or any amendment or amendments thereof made by authority of its directors or stockholders as provided by law, and from time to time to issue bonds for such sum or sums, and payable at such times and places, and drawing interest at such rate as the directors may deem proper, and to execute trust deeds or mortgages or both, upon the whole or any part of the railroad lines, branches, branch lines, extensions, cut-offs, and connecting lines, property, franchises, incomes and profits then owned or thereafter acquired by such corporation, and situated within or without, or partly within and partly without this state, to secure the payment of such bonds and interest, and may use such bonds or stocks, or any part thereof, in payment for the property purchased, constructed, acquired or taken by or for such corporation, or for any improvement or extension thereof, or any part of it, upon such terms as the directors may deem expedient.

Sec. 5. May purchase or guarantee stock and bonds of other roads. Railroad corporations organized under the laws of Utah shall have power to purchase or otherwise lawfully acquire the capital stock, or any part of the capital stock, of any other corporation owning, leasing or operating railroad lines which are or may be within or without this state, or partly within and partly without the same, and railroad corporations organized under the laws of Utah and having already constructed or acquired a line or lines of railroad in this state, may purchase or otherwise lawfully acquire the railroad, property and franchises, and the capital stock or any part of the capital stock, and the bonds and other obligations, or any part thereof, or may guarantee the stocks, bonds or obligations of any corporation owning, leasing or operating railroad lines within this state, or partly within and partly without the same, or wholly without this state, which connect with the line of railroad of such corporation of this state either by means of actual union of track or through the medium of any bridge, ferry or line of railroad leased, operated or otherwise controlled by either of said corporations. And any railroad corporation organized under the laws of this state

that shall have heretofore increased, or shall hereafter increase the amount of the capital stock specified in its original or amended articles of association, may receive subscriptions for such increase of stock on such terms as the board of directors or a majority of the stockholders shall authorize, payable in shares of the capital stock or in bonds or other obligations of any other corporation of this or any other state whose capital stock, bonds or other obligations are hereby authorized to be purchased or acquired by such corporations of this state; provided, that the stocks, bonds or obligations of such other corporation to be received in payment and exchange for the stock so subscribed for, shall be of a par value at least equal to the par amount of the stock subscribed for, or of an actual or market value equal in the opinion of the board of directors to that of the stock so subscribed for and issued, and such stock so issued shall for all purposes be deemed fully paid and non-assessable; and provided further, that these privileges shall not be construed to permit any railroad corporation of this state to consolidate its stock, property or franchises with any other railroad corporation owning a competing line.

Sec. 6. May consolidate with other roads. It shall be lawful for any railroad company organized or existing under the laws of this state to merge or to consolidate with any other railroad company or companies organized or existing under the laws of this or any other state or territory, or of the United States; provided that the lines of such companies shall not be competing but shall be substantially continuous or connective, either by means of actual union of track or through the medium of any bridge, ferry or line of railroad leased, operated or otherwise controlled by any or either of said corporations or which any such corporation shall have the right by contract or otherwise to use or operate. The agreement of merger or consolidation, as the case may be, shall specify whether there shall be a merger of one or more such companies into another without the creation of a new corporation, or a consolidation forming a new consolidated corporation. The agreement shall be ratified by the stockholders of any such corporation of this state at any annual or general meeting, or at any special meeting called for that purpose. It shall also be ratified by the stockholders of any such foreign corporation in the manner prescribed by the laws, if any there be, of the jurisdiction where such corporation was organized. The affidavit of the president and secretary of any such domestic or foreign corporation showing that such agreement has been ratified by stockholders, or that such foreign laws have been fully complied with, shall be filed with the Secretary of State. In case of consolidation such filing must be made with the Secretary of State before his certificate of incorporation shall issue to the new consolidated corporation.

Sec. 7. May lease non-competitive roads. Any railroad company organized or existing under the laws of this state may lease and operate any part or all of a railroad owned by any other company within or without this state: and any railroad company organized

1

under the laws of the United States, or of any other state or territory, may lease and operate any part or all of the railroad owned by a company of this state; provided, that this section shall not be construed to permit any railroad company to lease or operate, in whole or in part, any competing line situated within this state.

Sec. 8. Powers and duties of railroad corporations. Railroad corporations organized or existing or hereafter organized and existing under the laws of this state shall be subject to all the duties imposed by the terms of this act, and shall have and possess all the powers and privileges conferred by this act as well as the powers and privileges conferred by the laws under which said corporations were organized, or which are contained in their articles of incorporation.

Sec. 9. May relocate lines. Any railroad corporation organized under this act, or any law of the state of Utah, shall have power to lay out, locate, relocate, construct, reconstruct, furnish, maintain, operate and enjoy a railroad, and any branch or branches thereof, and any new line or lines to which it may desire to change or relocate any portion of its existing railroad with single or double tracks, its turnouts, offices and depots, as shall be found necessary and convenient between the places of termini of said road or branch or branches of said changed road.

Sec. 10. Repealing clause. The following acts and parts of acts of the Legislature of this state, to wit:

Chapter 1 of the Laws of Utah, 1899, entitled "An Act to amend section 433, chapter 7, title 11, of the Revised Statutes of Utah, 1898, providing for formation and powers of railroad corporations," approved January 17, 1899.

Chapter 17 of the Laws of Utah, 1899, entitled "An Act authorizing any corporation owning any railroad in this state to sell and convey its property and franchises or any part thereof, to any other railroad corporation organized under the laws of this state, or of any other state or territory, or the United States, and defining the powers of such purchasing corporation," approved March 6, 1899.

Chapter 2, of the Laws of Utah, 1901, entitled "An Act to amend section 433, chapter 7, title 11, of Revised Statutes of Utah of 1898, as amended by an act approved January 17, 1899, chapter 1 of the Laws of the State of Utah passed at the third regular session of the Legislature, 1899, and sections 435 and 442 of said chapter 7, title 11, of the Revised Statutes of Utah of 1898, providing for formation and powers of railroad corporations," approved January 18, 1901.

Chapter 3, of the Laws of Utah, 1901, entitled "An Act to amend an act entitled 'An Act to provide for the formation of railroad corporations for the purpose of purchasing, owning, maintaining, operating and extending railroad lines, franchises, properties and appurtenances, authorizing the issue of bonds, making deeds of trust and mortgages, and defining the rights and powers of such corporations,' approved January 22, 1897, to re-enact the same as so amended, and to confirm all acts and things done and performed as under said act," approved February 4, 1901.