CHAPTER LXV I I. OF RAILROAD COMPANIES. SECTION 1945. How Company Incorporated; Articles of Association, what to contain; Amount of Capital Stock necessary to be subscribed; Restriction on rate of speed on flat bar; Subscribers to Stock to subscribe Name, Residence, and Number of Shares; Articles to be filed with Secretary of State when five per cent. is paid in; Corporate powers of Association. 1946. Certified copy of Articles and annexed Affidavit to be evidence of Incorporation; 1947. Books of Subscription to be opened; Notice to be given; When more Stock shall be subscribed than the whole Capital, how to proceed. 1948. Meeting to choose Directors; where held; notice to be given; Number of Directors, and how chosen; No person to be a Director unless a Stockholder; Term of Office. 1949. First Election of Directors; Certificate of, to be filed with Secretary of state; Subsequent Elections. 1950. Annual Meeting of Stockholders; Notice of Special Meeting, what to contain; Proceedings when majority do not attend. 1951. Duty of Directors relative to Reports; Rate of Interest on Loans, how fixed; Officers may be removed by Stockholders. 1952. What Officers to be chosen; security therefrom. 1953. Directors may require payment of Stock, as they may deem proper; How payment enforced; Notice of Sale of Stock forfeited. 1954. Directors may make By-Laws. 1955. Stock to be Personal Estate, and transferable. 1956. Individual liability of Stockholders, for debts; And for labor; Execution against SECTION Company to be first returned unsatisfied; 1957. Certificate of Stock, how made and attested. 1958. Penalty for declaring dividend when Company Insolvent, etc. 1959. Penalty for false representations in Reports. 1960. Map of Route to be made and filed. 1961. Powers and liabilities; To make Surveys, etc.; To take donations, etc.; To purchase and take Property necessary for construction of Road; Owners to be compensated; To lay out and construct Roads; To cross Watercourses, Highways, Plank Roads, etc.; To cross, intersect, join or unite with other Railroads; To make running arrangements therewith; When Corporations cannot agree, Commissioners to be appointed; To take Lands for Road, and change line thereof; To transport persons and Property; To erect Depots and fixtures; To regulate transportation, and compensation therefor. 1962. How to acquire rights when unable to agree for purchase. 1963. Petition to Circuit Court therefor; Form and requisites of Petition; Upon whom copy of Petition and notice must be served; How service must be made if party in interest resides in this State; How if he resides out of this State; How made when party in interest is a Minor, Idiot, or of unsound mind, and resides in this State; How made when party in interest or his residence is unknown; When Infant, Idiot, or person of unsound mind interested, has no Guardian or Committee, Judge to appoint Special Guardian or Committee, and service to be made on them; In cases not otherwise provided for, service to be made as Judge shall direct. SECTION 1964. On presenting Petition, parties interested may show cause; Court may appoint three Commissioners; Persons interested may demand a Jury; Jury, how drawn; How summoned; Duty of Jury. 1965. Commissioners to take official oath; Their powers and duties; To give Notice of Meeting; To view the premises, hear proofs, etc.; To determine necessity of taking property; To ascertain damages; To make Report; Compensation of Commissioners; Jurors to proceed same as Commissioners; Jurors all to be present; Jurors to take and subscribe oath; Com. pensation of Jurors. 1966. Court on motion to confirm Report; To direct to whom Money shall be paid, or where deposited. 1967. Copy of order to be Recorded; When Property to vest in Corporation; To be deemed taken for public use; When parties may appeal to Supreme Court; Costs of appeal in case damages are increased; Costs when damages are diminished; Appeal not to affect any parties except the parties to the appeal. 1968. Conflicting claims to damages, how determined. 1969. Court to appoint Attorney to protect rights of unknown parties; Powers of Court to amend proceedings, appoint new Commissioners, etc. 1970. If title defective, Company may proceed anew, and in such case, authorized to continue in possession. 1971. Corporation may borrow Money, issue Bonds, mortgage Property, etc.; May make Bonds convertible; When Capital Stock may be increased. 1972. Highway may be carried over or under track; When line of Highway may be changed. 1973. When and how line of Railroad may be changed; Railroad not to be located in any City without consent of Corporate authorities. 1974. Lands owned by State, Counties, or Townships, how acquired. 1975. Conductors, etc., to wear Badges; Shall have no authority without such Badge; Use of Intoxicating drinks by Employees prohibited. 1976. Annual Report to be made to Auditor General; Contents of Report. 1977. Penalty for making false Report; Auditor General to condense Reports for Legislature. 1978. Lien of the State upon Railroads, etc., for Penalties, Taxes, etc.; Lien of Citi zens. 1979. Legislature may reduce Rates of Fare, etc., in certain cases. 1980. Corporation required to carry Mails, etc.; SECTION When Commissioners to be appointed to fix Compensation therefor. 1981. Passengers refusing to pay, may be put out of Cars. 1982. Cars, etc., to be run at regular times, to be fixed by Notice; Corporation to furnish accommodations for Passengers and Property; To transport Persons and Property without partiality; Penalty for violation of this provision. 1983. Corporation liable for damages for refusal to transport Passengers or Property, etc. 1984. Bell and Whistle to be placed on Locomotive; When to be sounded; Penalty for neglect. 1985. Caution Boards to be erected at Road Crossings. 1986. Liability of person having charge of Engine, for being Intoxicated. 1987. Corporation to maintain Fences, etc.; Liability of Company for damages to Animals until Fences are erected; Not liable after Fences erected. 1988. Passengers injured while violating regulations, not to recover damages; Proviso. 1989. Tax to be paid to State Treasurer; How Tax estimated. 1990. Penalties incurred under this Act, how recovered. 1991. When Incorporation to become void. 1992. Company to have the rights and liabilities of Common Carriers; Not to abridge their common law liability, etc. 1993. May take Stock in other Companies; May make arrangements with other Companies for running Cars; Meeting of Stockholders to be first called, etc. 1994. When Companies may consolidate; How consolidation to be effected; Agreement to be submitted to Stockholders. 1995. When agreement is completed, filed, etc., the Two Corporations to be merged in one. 1996. Rights and interests of such New Corporation; Rights of Creditors; Debts, liabili ties, etc., of Corporations. 1997. Two Companies may agree on construction of Road on line common to both; Proviso. 1998. When death caused by wrongful act, neglect, or default, Company to be liable for damages. 1999. Action to be brought in name of personal representative; Limitation of action. 2000. Punishment of Officers for issuing fraudulent Stock, etc. 2001. Punishment of Employees for violating Rules. 2002. Punishment of persons for obstructing Track, etc. 2003. Check to be affixed to Baggage; Duplicate to be given to person owning Baggage. 2004. Unclaimed Freight, Baggage, etc., how disposed of; Notice to contain a descrip corporated. ciation, what to tal Stock neces scribed. (1945.) SECTION 1. The People of the State of Michigan enact, How Company In That any number of persons, not less than twenty-five, being subscribers to the stock of any contemplated Railroad, may be formed into a Corporation for the purpose of constructing, operating and maintaining such Railroad, by complying with the following requirements: When stock to the amount of one thousand dollars for every mile of said road so intended to be built, shall be in good faith subscribed, and five per cent. paid thereon, as herein required, then such subscribers may select Directors for said Company; and thereupon they shall Articles of Assoseverally subscribe articles of Association, in which shall be contain. set forth the name of the Corporation, the number of years the same is to be continued, the amount of the capital stock of Amount of Capithe Company, which shall not be less than eight thousand sary to be subdollars per mile, of road constructed, or proposed to be constructed of the "T," or continuous rail; and not less than four thousand dollars per mile, of road constructed, or proposed to be constructed with the flat bar rail: Provided, That no car Restriction on shall be run at a higher rate of speed than fifteen miles per flat bar. hour upon any road so constructed with the flat bar rail; the number of shares of which the stock shall consist, the number of Directors, and their names, who shall not exceed in number one half the stockholders; the place from and to which the proposed road is to be constructed, and each county into or through which it is intended to pass; and its length as near as may be, and the names of five Commissioners to open books of subscription to the stock. Each subscriber to such Subscribers to articles of Association shall subscribe thereto his name, place name, residence of residence, and the number of shares of stock taken by him Shares. in such Company. The said articles of Association may be filed in the office of the Secretary of State: Provided, That Articles to be such articles of Association shall not be filed in the office of tary of State when five per the Secretary of State, as aforesaid, until five per cent. of the cent. is paid in. amount of the stock subscribed thereto shall have been actually rate of speed on Stock to subscribe and number of 21 Barbour, 541. filed with Secre paid in cash to the Directors named in such articles, nor until there is annexed thereto an affidavit, made by at least three of the Directors named in said articles, that the amount of stock required by this section, to wit: $1,000 per mile, has been subscribed, and that five per cent. on the amount has actually been paid in. And thereupon the persons who have subscribed, and all persons who shall, from time to time, become stockCorporate powers holders in such Company, shall be a body corporate by the of Association. Certified copy of corporation. In corded by Secretary of State. name specified in such articles, and shall be capable of suing and being sued, and may have a common seal, and may make and alter the same at pleasure, and be capable in law of purchasing, holding and conveying, any real and personal property whatever, necessary for the construction of such road, and for the erection of all necessary buildings, yards and appurtenances, for the use of the same. (1946.) SEC. 2. A copy of any articles of Association, filed be evidence of in pursuance of this act, with a copy of the affidavit annexed thereto, and certified by the Secretary of State to be a copy, shall, in all Courts and places, be presumptive evidence of the incorporation of such Company, and of all the facts therein Articles to be Re-stated. And all articles of Association filed in pursuance of this act, together with all subsequent alterations and amendments thereof, and also the affidavit annexed thereto, shall be forthwith recorded in the office of the Secretary of State in a book to be provided by him for that purpose; said record to be made at the expense of the Company filing the same; and as soon as the copy of the articles of Association are filed as Company may above provided, the Company filing the same may at once construct Road. proceed to construct, operate and maintain their said Railroad. (a) then proceed to Books of subscription to be opened. (1747.) SEC. 3. The Commissioners for opening books of subscription named in the articles of Association, shall, from time to time, after the Company shall have been incorporated, open books of subscription to the capital stock of the Company, Notice to be in such places, and after giving such notice as a majority of them shall direct, which books shall be kept open until all the When more Stock capital stock shall be subscribed; and in case a greater amount od than the whole of stock shall be subscribed than the whole of the capital of Capital, how to proceed. said Company, the Commissioners shall distribute the same given. hall be subscrib (a) As Amended by "An Act to Amend an Act entitled, 'An Act to Provide for the Incorporation of Railroad Companies,' approved February twelfth, eighteen hundred and fifty-five." Approved Feb. 9, 1857. Laws of 1857, p. 187. as equally as possible among such subscribers; but no share thereof shall be divided in making said distribution, nor shall a greater number of shares be allotted to any subscriber than shall have been subscribed for by him. Directors; where given. (1948.) SEC. 4. As soon as practicable after the capital stock Meeting to choose shall have been subscribed and distributed as aforesaid, the belt; notice to be Commissioners shall appoint a time and place for the meeting of the stockholders to choose Directors, which place of meeting shall be in one of the counties through which such Railroad is proposed to be constructed; and notice thereof shall be given by said Commissioners for at least twenty days previous to such meeting, by publication in one of the daily papers published in the City of Detroit, and some newspaper published in each county through which said road is intended to run, in which a newspaper shall be published. Not less than Number of Direcseven, nor more than thirteen Directors shall be chosen, and chosen. the same shall be so chosen by ballot, and by a majority of the votes of the stockholders being present, in person or by proxy; and every such stockholder, being so present at such election, or at any subsequent election, shall be entitled to give one vote for every share of stock owned by him for ten days next preceding such election, and not otherwise. No person shall o person to be a be a Director unless he shall be a stockholder, owning stock Stockholder. absolutely, and in his own name and right, and qualified to vote for Director at the election at which he shall be chosen; tors, and how Director unless a and such Directors shall hold their office for one year, and Term of office. until others are elected in their places. Directors. be filed with State. (1949.) SEC. 5. The Commissioners named in the last preced- First Election of ing section, shall be inspectors of the first election of Directors; shall openly count the votes and declare the result, and shall, within ten days thereafter, file a certificate thereof, subscribed Certificate of, to by them, or a majority of them, in the office of the Secretary Secretary of of State, and shall also deliver to the Treasurer of said Company all moneys received by such Commissioners on subscription to such capital stock, and all books and papers in their possession relative to such subscription. All subsequent Subsequent elections shall be held at such time and place, in one of the counties through which such Railroad shall pass, as shall be directed by the by-laws of the Company. Elections. of Stockholders. (1950.) SEc. 6. A general meeting of the stockholders shall Annual Meeting be holden annually at the time and place appointed for the election of Directors, and a meeting may be called at any time by the Directors, or by the stockholders, owning not less than |