of said certificate, receipt or voucher, so indorsed, to said railway company at its general offices, the holder or holders thereof and on demand, the said railway company shall deliver to said holder or holders, the iron ore or grain or other merchandise so described therein, on the payment by such person or persons to said railway company of proper charges thereon. 86 O. L. 52.

(§ 3378-2.) Sec. 1. Bicycle as baggage

Hereafter, for the purposes herein specified, bicycles, with or without lanterns or tool-boxes attached, are declared to be baggage, and shall be transported as baggage for passengers, by all railroad companies operating in this state, and be subject to the same charges and liabilities as other baggage, and no passenger shall be required to crate, cover, or otherwise protect any such bicycle; provided, however, that a railroad corporation shall not be required to transport, under the provisions of this act, more than one bicycle for a single person. 93 O. L. 24.

(§ 3378-3.) Sec. 1. Railroad companies required to furnish bills of lading-Effect of such receipt

All railroad companies operating any line of railway in the State of Ohio, upon demand of any person or corporation desiring to ship goods or merchandise of any kind in car lots, at any railway station or shipping point in the State of Ohio, shall count or check the packages composing each lot or car load, and furnish to the shipper of such goods a receipt or bill of lading, specifying the number of packages shipped in each car; and such receipt shall bind the railroad company so executing the same to deliver the same number of packages so specified at the place of destination named in such bill of lading.

(§ 3378-4.) Sec. 2. Penalty

Any railroad company, or any agent or officer thereof, refusing to comply with the provisions of this act, shall be liable to a penalty of fifty dollars, to be recovered by civil action against the railroad company by which such agent or officer is employed, or to which company such goods are offered for shipment. 91 O. 207.

CONSOLIDATION.

§ 3379. When companies may consolidate

When the lines of road of any railroad companies in this state, or any portion of such lines, have been or are being so constructed as to admit the passage of burden or passenger cars over any two or more of such roads continuously, without break or interruption, such companies may consolidate themselves into a single company. 74 V. 71, § I.

Consolidated railroad companies, organized in pursuance of the act of April 10, 1856 (53 v. 143), are corporations formed under a general law, within the meaning of article thirteen, section two, of the constitution of 1851, and as such are subject to the limitations and reservations contained in that section, and in article one, section two, of that instrument; and the general assembly has power to alter and regulate rates of fare chargeable by such companies. Shields v. State, 26 Ohio St. 86.

Parties to an agreement to consolidate under the act of April 10, 1856, supra, continue in the full enjoyment of their powers and franchises, respectively, and may accept subscriptions to their capital stock, at any time before consolidation is consummated, by filing the agreement of consolidation with the secretary of state. Railroad Co. v. Brown, 26 Ohio St. 223.

Subscriptions to the capital stock of such corporations are to be construed with reference to consolidation statutes in force, and subscribers are bound thereby, as if the statutes were part of the contract of subscription; and a person who becomes a subscriber to such stock during the progress of consolidation, is to be regarded as a stockholder within the meaning of section ten of that act. Ib.

After consolidation is completed by filing a certificate with the secretary of state, the new corporation thereby created can succeed to the rights, powers, and franchises of the original corporations only by operation of the statute, which provides for such succession only upon the election of the first board of directors of the new corporation, and such election is not authorized by the statute before consolidation has been consummated by filing the certificate with the secretary of state. Ib.

The new consolidated company, in an action for money due on subscriptions to the capital stock of the original corporations, must show that it has succeeded to the rights of its predecessors upon an election of a board of its own directors. Ib.

After consolidation, the new corporation thereby created may perform the conditions named in subscriptions to the capital stock of the original companies, and it may also, by the performance of the conditions, accept a continuing conditional offer to subscribe such stock. Railroad Co. v. Stout, 26 Ohio St. 241.

When a general requisition is duly made by a railroad company, during the pendency of consolidation proceedings, for the payment of subscriptions to its capital stock in monthly installments, and the consolidation be

comes complete before all the installments are due, such requisition will continue in force for the benefit of the consolidated company, provided an officer authorized to receive such payments be continued at the place named in the call; and such requisition applies to conditional subscriptions as soon as the condition is performed, and to subsequent subscriptions made before consolidation is complete, as well as to subscriptions absolute at the date of the call. Ib.

Under the first section of said act, as amended May 6, 1869 (66 v. 127), it is a condition precedent to the right to enter into an agreement for consolidation that the lines of road of the contracting corporations be first made, or be in progress of construction; and a conditional subscriber, who had no knowledge of the progress of consolidation, and in no way contributed thereto, may, in an action by the new company as successor to the old, to recover the amount of his subscription, dispute the corporate existence of the plaintiff, on the ground that, at the date of the agreement to consolidate, the road of the company, to the stock of which he had subscribed, was neither made nor in process of construction. Ib.

Railroads parallel and competing cannot be consolidated under this section. State v. Vanderbilt, 37 Ohio St. 590.

Nor can railroads connected only by leased railroad be consolidated. Ib. When the tracks of railroad companies seeking consolidation are connected by tracks of a "Union Company," organized to secure union depot and terminal facilities for such roads, etc., such railroads form "a continuous line" under section 3380; railway companies seeking consolidation may agree upon the number and amount of shares of the consolidated company, and classify the same into "common" and "preferred," and may issue a greater or less number of shares than the aggregate of the constituent companies, in order to secure a just division of property. Burke v. Railroad Co., 22 B. II.

For various points as to right and effect of consolidation, see Adelbert College v. Ry. Co., 3 N. P. 15 (C. P.); reversed, 13 C. C. 590, on another point.

§ 3380. Consolidation of domestic with foreign railway

corporation

A company organized in this state for the purpose of constructing, owning and operating a line of railway, or whose line of road is made or is in process of construction to the boundary line of this state, or to any point either in or out of the state, may consolidate its capital stock with the capital stock of any company in an adjoining state, organized for a like purpose, and whose line of road has been projected, constructed, or is in process of construction to the same point, where the several roads so united and constructed will form a continuous line for the passage of cars, and roads running or to be constructed to the bank of a river which is not bridged, or to the tracks and property of a union depot

company, the use of which is enjoyed by either of the companies so proposed to be consolidated, shall be held to be continuous under this section. 87 O. L. 219.

§ 3381. Proceedings to effect consolidation

The consolidations shall be made under the conditions and restrictions following:

1. The directors of the several companies may enter into a joint agreement, under the corporate seal of each company, for the consolidation of the companies, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new company, the number of directors and other officers thereof and their places of residence, the amount of the capital stock of the new company agreed upon, the number of shares of capital stock, the amount of each share, and the manner of converting the capital stock of each of the constituent companies into that of the new company, with such other details as they may deem necessary to perfect the new organization and the consolidation of the companies.

2. The agreement shall be submitted to the stockholders of each of the companies, at a meeting thereof called separately for the purpose of taking the same into consideration, due notice of the time and place of holding such meeting and the object thereof shall be given by written or printed notices addressed to each of the persons in whose names the capital stock of the companies stands on the books thereof, and also by a like notice published in some newspaper in the city or town where such company has its principal office or place of business; provided, that in case all the stockholders are present at such meeting, in person or by proxy, such notice may be waived in writing. At the meeting of stockholders, the agreement of the directors shall be considered, and a vote by ballot taken for the adoption or rejection of the same; each share of stock on which has been paid all the installments called for by the board of directors, entitling the holder thereof to one vote; the ballots shall be cast in person or by proxy, and if two-thirds of all the votes cast at the meeting be for the adoption of the agreement, that fact shall be certified thereon by the secretary of each of the companies, and the agreement so adopted, or a certified copy thereof, shall be filed in the office of the secretary of state. And all consolidation agreements heretofore en

tered into and ratified by such companies, substantially in manner as in this section prescribed, shall be as valid as if entered into and ratified by virtue of this section. 82 Ohio L. 150.

For further restrictions, see State v. Vanderbilt, 37 Ohio St. 590, and Railway Co. v. Jewett, 37 Ohio St. 649.

Where bonds were issued by a company which afterward was consolidated with another under a stipulation that said bonds should be "protected" by the new company, and the new company issued bonds under which the road was sold by foreclosure, the decree being "without prejudice to any claim which may be made by the holders" of the first mentioned bonds; held, that the holders of these bonds have the right to require the property of the company that issued them to be applied to their payment. Compton v. Ry. Co., 45 Ohio St. 592.

§ 3382. Effect of agreement to consolidate

When the agreement is made and perfected, as provided in the preceding section, and the same or a copy thereof filed with the secretary of state, the several companies parties thereto shall be deemed and taken to be one company, possessing within this state all the rights, privileges, and franchises, and subject to all the restrictions, disabilities, and duties, of a railroad company. 53 V. 143, 3; S. & C. 327.

See notes under section 3379.

(§ 3382-1.) Sec. 1. Consolidation agreements

In all cases where the agreement for the consolidation of railroad companies heretofore filed in the office of the secretary of state, is defective, by reason of the omission of a statement either of the number of the directors or other officers, or their places of residence, or the number of shares of capital stock, as required in such agreement by the laws of this state, such defect may be cured by filing, in the office of the secretary of state, a certificate signed by the president and the secretary of the consolidated company named in such agreement under its corporate seal, setting forth such omitted statements, which shall thereupon be countersigned (considered) a part of the agreement of consolidation the same as if originally incorporated therein, and said agreement and all rights, remedies, powers, duties, and acts thereunder be construed accordingly, and the said agreement and certificate, and copies thereof, duly certified by the secretary of state, shall be held and received in all courts and other places, as constituting the agreement of the consolidation of such companies to all intents and purposes, as if