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HE2710.N7"n57"Y967' '■*"^ °"ffiLa&!awso,,, state o, Ne Cornell University Library The original of tiiis book is in tine Cornell University Library. There are no known copyright restrictions in the United States on the use of the text. http://www.archive.org/details/cu31924032483657 GENERAL Railroad Laws State of New York, Amendments to and Including the Session of the Legislature of 1906. Also Inters late Commerce Acts : COMPILED BY THE RAILROAD COMMISSIONERS ALBANY J, B. LYON COMPANY, STATE PRINTEE3 1907 APPENDIX. LAWS APPLICABLK TO RAILROAD COMPANIES' [Compiled by the Board of Railroad Commissioners.] FIRST — Chapter 95, Laws of 1890, known as the "Condem- nation Law," and " Proceedings to Change the Name op A Corporation." SECOND — Chapter 563, Laws op 1890, known as the " Gen- eral Corporation Law." THIRD — Chapter 564, Laws of 1890, known as the " Stock Corporation Law." FOURTH — Chapter 565, Laws of 1890, known as the '^ Rail- road Law." Also, other General Laws Relating to Railroads. Also, Sections of the Code op Criminal Procedure and Penal Code Relating Directly to Railroads. Also, the Rapid Transit Act. All as Amended to an^d Including the Ses- sion OF THE Legislature of 1906. Also, the Interstate Commerce Act, with kindred Acts, as Amended to June 30, 1906. A Few Citations to Decisions of Courts are Given. THE CONDEMNATION LAW CHAP. 95, LAWS OF 1890. AN ACT to amend the Code of Civil Procedure. (As amended to and including the session of tlie Legislature of 1906.) CHAPTER XXni OF THE CODE OF CIVIL PROCEDURE Supplemental Provisions. TITLE I. PROCEEDINGS FOU THE CONDEMNATION OP REAL PROPERTY. Condemnation law. Section 3357. This title shall be known as the condemnation law. Terms used defined. § 8358. The term "person," when used herein, includes a natural person and also a corporation, joint stock association, the state and a political division thereof, and any commission, board, board of managers or trustees in charge or having control of any of the charitable or other institutions of the state; the term " real property,'" any right, interest or easement therein or appurtenances th^eto ; and the term " owner," all persons hav- ing any estate, interest, or easement in the property to be taken, or any lien, charge, or incumbrance thereon. The person insti- tuting the proceedings shall be termed the plaintiff; and the person against whom the proceeding is brought, the defendant. Thus amended by chap. 589, Laws of 1896. See said chapter. Title to real estate, hovir acquired. § 3359. Whenever any person is authorized to acquire title to real property, for a public use by condemnation the proceed- ing for that purpose shall be taiken in the manner prescribed in this title. * See piavlsloiu ot Rapid Transit Aet, poit. Condemnation Law. 6 Petition to Supreme Court; petition what to contain. § 3360. The proceeding shall be instituted by the presenta- tion of a petition by the plaintiflE to the supreme court setting forth the following facts : 1. His name, place of residence, and the business in which engaged; if a corporation or joint-stock association, whether foreign or domestic, its principal place of business within the state, the names and places of residence of its principal officers, and of its directors, trustees or board of managers, as the case may be, and the object or purpose of its incorporation or asso- ciation ; if a political division of the state, the names and places of residence of its principal officers ; and if the state or any com- mission or board of managers or trustees in charge or having control of any of the charitable or other institutions of the state, the name, place of residence of the officer acting in its or their behalf in the proceedings. Subdivision 1 thus amended by chap. 589, Laws of 1896. See said chapter. 2. A specific description of the property to be condemned and its location, by metes and bounds, with reasonable certainty. 3. The public use for which the property is required and a concise statement of the facts showing the necessity of its acqui- sition for such use. 4. The names and places of residence of the owners of the property; if an infant, the name and place of residence of his general guardian, if he has one, if not, the name and place of residence of the person with whom he resides ; if a lunatic, idiot, or habitual drunkard, the name and place of residence of his committee or trustee, if he has one; if not, the name and place of residence of the person with whom he resides. If a non- resident, having an agent or attorney residing in the state authorized to contract for the sale of the property, the name and place of residence of such agent or attorney; if the name or place of residence of any owner can not after diligent inquiry be 6 Condemnation Law. ascertained, it may be so stated with a specific statement of the extent of the inquiry which has been made. 5. That the plaintiff has been unable to agree with the owner of the property for its purchase and the reason of such inability. 6. The value of the property tg be condemned. 7. A statement that it is the intention of the plaintiff, in good faith, to icomplete the work or improvement, for which the property is to be condemned ; and that all the preliminary steps required by law have been taken to entitle him to institute the proceeding. 8. A demand for relief, that it may be adjudged that the public use requires the condemnation of the real property described, and that the plaintiff is entitled to take and hold such property for the public use specified, upon making compensation therefor, and that commissioners of appraisal be appointed to ascertain the compensation to be made to the owners for the property so taken. Notice of presentation of petition ; Service of petition and notice. § 3361. There must be annexed to the petition a notice of the time and place at which it will be presented to a special term of the supreme court, held in the judicial district where the prop- erty or some portion of it is situated, and a copy of the petition and notice must be served upon all the owners of the property at least eight days prior to its presentation. Service, how made. § 3362. Service of the petition and notice must be made in the same manner as the service of a summons in an action in the supreme court is required to be made, and all the provisions of articles one and two of title one of chapter five of this act, which relate to the service of a summons, either personally or in any other way, and the mode of proving service, shall apply to the service of the petition and notice. If the defendant has an agent or attorney residing in this state, authorized to contract for the Condemnation Law. 7 sale of the real property described in the petition, service upon such agent or attorney will be suflBcient service upon such defend- ant. In case the defendant is an infant of the age of fourteen years or upwards, a copy of the petition and notice shall also be served upon his general guardian, if he has one, if not, upon the person with whom he resides. Duty of general guardian, committee or trustee; court, when to appoint guardian ad litem; when, attorney for defendant. § 3363. If a defendant is an infant, idiot, lunatic or habitual drunkard, it shall be the duty of his general guardian, committee or trustee, if he has one, to appear for him upon the presenta- tion of the petition and attend to his interests, and in case he has none, or in case his general guardian, committee or trustee fails to appear for him, the court shall, upon the presentatiot of the petition and notice, with proof of service, without further notice, appoint a guardian ad litem for such defendant, whose duty it shall be to appear for him and attend to his interests in the proceeding, and, if deemed necessary to protect his rights, the court may require a general guardian, committee or trustee, or a guardian ad litem to give security in such sum and with such sureties as the court may approve. If a service other than personal has been made upon any defendant, and he does not appear upon the presentation of the petition, the court shall appoint some competent attorney to appear for him and attend to his fnterests in the proceeding. Appearcmce of parties ; service of papers. V § 3364. The provisions of law and of the rules and practice of the court, relating to the appearance of parties in person or by attorney in actions in the supreme court, shall apply to the pro- ceeding from and after the service of the petition, and all sub- sequent orders, notices and papers may be served upon the attorney appearing and upon a guardian ad litem in the same manner and with the same effect as the service of papers in an action in the supreme court may be made. 8 Condemnation Law. Answer to petition. § 3365. Upon presentation of the petition and notice with proof of service thereof, an owner of the property may appear and interpose an answer, which must contain a general or spe- cific denial of each material allegation of the petition contro- verted by him, or of any knowledge or information thereof sufficient to form a belief, or a statement of new matter consti tuting a defense to the proceeding. Verification of petition and answer. § 3366. A petition or answer must be verified, and the pro- visions of this act relating to the form and contents of the veri- fication of pleadings in courts of record, and the persons by whom it may be made, shall apply to the verification. t Trial of issue and decision thereon. § 3367. The court shall try any issue raised by the petition and answer at such time and place as it may direct, or it may order the same to be referred to a referee to hear and determine, and upon such trial the court or referee shall file a decision in writing, or deliver the same to the attorney for the prevailing party, within twenty days after the final submission of the proofs and allegations of the parties, and the provisions of this act relating to the form and contents of decisions upon the trial of issues of fact by the court or a referee, and to making and filing exceptions thereto, and the making and settlement of a case for the review thereof upon appeal, and to the proceedings which may be had, in case such decision is not filed or delivered within the time herein required, and to the powers of the court and referee upon such trial, shall be applicable to a trial and decision under this title. Provisions applicable. § 3368. The provisions of title one of chapter eight of this act shall also apply to proceedings had under this title. Condemnation Law. 9 Judgment, entry of; etc. § 3369. Judgment shall be entered pursuant to the direction of the court or referee in the decision filed. If in favor of the defendant the petition shall be dismissed, with costs to be taxed by the clerk at the same rates as are allowed, of course, to a defendant prevailing in an action in the supreme court, including the allowances for proceedings before and after notice of trial. If the decision is in favor of the plaintiff, or if no answer has been interposed and it appears from the petition that he is entitled to the relief demanded, judgment shall be entered, ad- judging that the condemnation of the real property described is necessary for the public use, and that the plaintiff is entitled to take and hold the property for the public use specified, upon making compensation therefor, and the court shall thereupon appoint three disinterested and competent freeholders, residents of the judicial district embracing the county where the real property, or some part of it, is situated, or of some cojnty adjoin- ing such judicial district, commissioners to ascertain the com- pensation to be made to the owners for the property to be taken for the public use specified, and fix the time and place for the first meeting of the commissioners. Provided, however, that in any such proceeding instituted within the first or second judi- cial district, such commissioners shall be residents of the county where the real property, or some part of it, is situated, or of some adjoining county. If a trial has been had, at least eight days' notice of such appointment must be given to all the defend- ants who have appeared. The parties may waive, in writing, the provisions of this section as to the residence of the commis- sioners, and in that case they may be residents of any county in the state. Where owners of separate properties are joined in the same proceeding, or separate properties of the same owner are to be condemned, more than one set of commissioners may be appointed. - Thus amended by chap. 530, Laws of 1895. 10 Condemnation Law. Duty of commissioners; report; compensation. § 3370. The commissioners shall take and subscribe the con- stitutional oath of oflSce. Any of them may issue subpoenas and administer oaths to witnesses; a majority of them may adjourn the proceeding before them, from time to time in their discretion. Whenever they meet, except by appointment of the court or pur suant to adjournment, they shall cause at least eight days' notice of such meeting to be given to the defendants who have appeared, or their agents or attorneys. They shall view the premises described in the petition, and hear the proof and allegations of the parties, and reduce the testimony taken by them, if any, to writing, and after the testimony in each case is closed, they, or a majority of them, all being present, shall, without unneces sary delay ascertain and determine the compensation which ought justly to be made by the plaintiff to the owners of the property appraised by them; and, in fixing the amount of such compensation, they shall not make any allowance or deduction on account of any real or supposed benefits which the owners may derive from the public use for which the property is to be taken, or the construction of any proposed improvement con- necfed with such public use. But in case the plaintiff is a rail- road corporation and such real property shall belong to any other railroad corporation, the commiscioners on fixing the amount of such compensation, shall fix the same at its fair value for railroad purposes. They shall make a report of their pro- ceedings to the supreme court with the minutes of the testimony takdh by them, if any; and they shall each be entitled to six dol- lars for services for every day they are actually engaged in the performance of their duties, and their necessary expenses, to be paid by the plaintiff; provided, that in proceedings within the counties of New York and Kings such commissioners shall be entitled to such additional compensation not exceeding twenty- five dollars for every such day, as may be awarded by the court. Thus amended by chap. 384, Laws of 1898, taking effect September 1, 1898. As to condemning railroad property, see section 7, Railroad Law, post. Condemnation IjAW. 11 Confirmation of report; rehearing before commissioners; fina. order; deposit of money deemed payment. § 3371. Upon filing the report of the commissioners, any partj may move for its confirmation at a special term, held in the dis- trict where the property or some part of it is situated, upon notice to the other parties who have appeared, and upon such motion, the court may confirm the report, or may set it aside for irregularity, or for error of law in the proceedings before the commissioners, or upon the ground that the award is excessive or insuflScient. If the report is set aside, the court may direct a rehearing before the same commissioners, or may appoint new commissioners for that purpose, and the proceedings upon such rehearing shall be conducted in the manner prescribed for the original hearing, and the same proceedings shall be had for the confirmation of the second report, as are herein prescribed for the confirmation of the first report. If the repbrt is confirmed, the court shall enter a final order in the proceeding, directing that compensation shall be made to the owners of the property, pursuant to the determination of the commissioners, and that upon payment of such compensation, the plaintiff shall be entitled to enter into the possession of the property condemned, and take and hold it for the public use specified in the judgment. Deposit of the money to the credit of, or payable to the order of the owner, pursuant to the direction of the court, shall be deemed a payment within the provisions of this title. Offer to purchase by plaintiff ; notice of acceptance of offer ; costs and allowances. § 3372. In all cases where the owner is a resident and not under legal disability to convey title to real property the plaintiff before service of his petition and notice, may make a written oflfer to purchase the property at a specified price, which must within ten days thereafter be filed in the ofiSce of the clerk of the county where the property is situated; and which cannot be given in evidence before the commissioners, or considered by 12' Condemnation Law. them. The owner may at the time of the presentation of the petition, or at any time previously, serve notice in writing of the acceptance of plaintiff's offer, and thereupon the plaintiff may, upon filing the petition, with proof of the making of the offer and its acceptance, enter an order that upon payment of the compensation agreed upon, he may enter into possession of the real property described in the petition, "and take and hold it for the public use therein specified. If the offer is not accepted, and the compensation awarded by the commissioners does not exceed the amount of the offer with interest from the time it was made, no costs shall be allowed to either party. If the compen- sation awarded shall exceed the amount of the offer with inter- est from the time it was made, or if no offer was made, the court shall, in the final order, direct that the defendant recover of the plaintiff the costs of the proceeding, to be taxed by the clerk at the same rate as is allowed, of course, to the defendant when he is the prevailing party in an action in the supreme court, including the allowances for proceedings before and after notice of trial and the court may also grant an additional allowance of costs, not exceeding five per centum upon the amount awarded. The court shall also direct in the final order what sum shall be paid to the general or special guardian, or committee or trustee of an infant, idiot, lunatic or habitual drunkard, or to an attor- ney appointed by the court to attend to the interests of any defendant upon whom other than personal service of the peti- tion and notice may have been made, and who has not appeared, or costs, expenses and counsel fees, and by whom or out of what fund the same shall be paid. If a- trial has been had, and all the issues determined in favor of the plaintiff, costs of the trial shall not be allowed to the defendant, but the plaintiff shall recover ,of any defendant answering the costs of such trial caused by the interposition of the unsuccessful defense, to be taxed by the .clerk at the same rate as is allowed to the prevailing party for the trial of an action in the supreme court. Condemnation Law. 13 Compensation awarded, etc., to be docketed as a judgment; delivery of possession ; issue of writ of assistance. § 3373. Upon the entry of the filial order, the same shall be attached to the judgment roll in the proceeding, and the amount directed to be paid, either as compensation to the owners, or for the costs or expenses of the proceeding, shall be docketed as a judgment against the person who is directed to pay the same, and it shall have all the force and effect of a money judgment in an action in the supreme court, and collection thereof may be enforced by execution and by the same proceedings as judg- ments for the recovery of money in the supreme court may be enforced under the provisions of this act. When payment of the compensation awarded, and costs of the proceeding, if any, has been made, as directed in the final order, and a certified copy of such order has been served upon the owner, he shall, upon demand of the plaintiff, deliver possession thereof to him, and in case possession is not delivered when demanded, the plaintiff may apply to the court without notice, unless the court shall require notice to be given, upon proof of such payment and of service of the copy order, and of the demand and non-com- pliance therewith, for a writ of assistance, and the court shall thereupon cause such writ to be issued, which shall be executed in the same manner as when issued in other cases for the delivery of possession of real property. Abandonment and discontinuance of proceeding. § 3374. Upon the application of the plaintiff to be made at any time after the presentation of the petition and before the expiration of thirty days after the entry of the final order, upon eight days' notice of motion to all other parties to the proceed- ing who have appeared therein or upon an order to show cause, the court may, in its discretion, and for good cause shown, authorize and direct the abandonment and discontinuance of the proceeding, upon payment of the fees and expenses, if any, of the commissioners, and the costs and expenses directed to be 14 Condemnation Law. paid in such final order, if such final order shall have been entered, and upon such other terms and conditions as the court may prescribe; and upon the entry of the order granting such application and upon compliance with the terms and conditions therein prescribed, payment of the amount awarded for compen- sation, if such compensation shall have been theretofore awarded, shall not be enforced, but in such case, if such abandonment and discontinuance of the proceeding be directed upon the appli- cation of the plaintiff, the order granting such application, if permitting a renewal of such proceedings, shall provide that proceedings to acquire title to such lands or any part thereof shall not be renewed by the plaintiff without a tender or deposit in court of the amount of the award and interest thereon. Thus amended by chap. 475, Laws" of 1894. Appeal from final order; stay of proceedings. § 3375. Appeal may be taken to the general term of the supreme court from the final order, within the time provided for appeals from orders by title four of chapter twelve of this act ; and all the provisions of such chapter relating to appeals to the general term from orders of the special term shall apply to such appeals. Such appeal will bring up for review all the proceedings subsequent to the judgment, but the judgment and proceedings antecedent thereto may be reviewed on slich appeal, if the appellant states in his notice that the same will be brought up for review, and exceptions shall have been filed to the decision of the court or the referee, and a case or a case and exceptions shall have been made, settled and allowed, as required by the pro- visions of this act, for the review of the trial of actions in the supreme court without a jury. The proceedings of the plaintiff shall not be stayed upon such an appeal, except by order of the court, upon notice to him, and the appeal shall not affect his possession of the property taken, and the appeal of a defendant shall not be heard except on his stipulation not to disturb such possession. Condemnation Law. 15 Appeal from judgment in favor of defendant. § 3376. If a trial has been had and judgment entered in favor of the defendant, the plaintiff may appeal therefrom to the gen- eral term within the time provided for appeals from judgments by title four of chapter twelve of this act, and all the provisions of such chapter relating to appeals from judgments shall apply to such appeals; and on the hearing of the appeal the general term may affirm, reverse or modify the judgment, and in case of reversal may grant a new trial, or direct that judgment be entered in favor of the plaintiff. If the judgment is affirmed, costs shall be allowed to the respondent, but if reversed or modi- fied, no costs of the appeal shall be allowed to either party. New appraisal. § 3377. On the hearing of the appeal from the final order the court may direct a new appraisal before the same or new com- missioners, in its discretion, and the report of such commission- ers shall be final and conclusive upon all parties interested. If the amount of the compensation to be paid is increased by the last report, the difference shall be a lien upon the land appraised, and shall be paid to the parties entitled to the same, or shall be deposited as the court shall direct; and if the amount is dimin- ished, the difference shall be refunded to the plaintiff by the party to whom the same may have been paid, and judgment therefor may be rendered by the court, on the filing of the last report, against the parties liable to pay the same. Adverse and conflicting claimants to money. § 3378. If there are adverse and conflicting claimants to the money, or any part of it, to be paid as compensation for the property taken, the court may direct the money to be paid into the court by the plaintiff, and may determine who is entitled to the same, and direct to whom the same shall be paid, and may, in its discretion, order a reference to ascertain the facts on which such determination and direction are to be made. 16 Condemnation Law. Allowance of costs in certain cases. § 3379. At any stage of the proceeding the court may author- ize the plaintiff, if in possession of the property sought to be condemned, to continue in possession, and may stay all actions or proceedings against him on account thereof, upon giving security, or depositing such sum of money as the court may direct to be held as security for the payment of the compensa- tion which may be finally awarded to the owner therefor and the costs of the proceedings, and in every such case the owner may conduct the proceeding to a conclusion, if the plaintiff delays or neglects to prosecute the same. When the final award to any owner is less than fifty dollars, in proceedings to condemn a right of way, for telephone or telegraph poles and wires, the allowance of costs, if any, and the amount thereof not exceeding that prescribed by statute, shall be in the discretion of the court in any action or proceeding that may have been or may here- after be stayed, if the telephone or telegraph poles and wires, in such action or proceeding so stayed, shall have been erected for more than three years prior to the commencement thereof. Thus amended by chap. 774, Laws of 1900, taking effect September 1, 1900. Entry upon and use of property after answer has been interposed. § 3380. When an answer to the petition has been interposed, and it appears to the satisfaction of the court that the public interests will be prejudiced by delay, it may direct that the plaintiff be permitted to enter immediately upon the real prop- erty to be taken, and devote it temporarily to the public use specified in the petition, upon depositing with the court the sum stated in the answer as the value of the property, and which sum shall be applied, so far as it may be necessary for that purpose, to the payment of the award that may be made, and the costs and expenses of the proceeding, and the residue, if any, returned to the plaintiff, and, in case the petition should be dismissed, or no award should be made, or the proceedings OONDHMNATION LaW. 17 should be abandoned by the plaintiff, the court shall direct that the money so deposited, so far as it may be necessary, shall be applied to the payment of any damages which the defendant may have sustained by such entry upon and use of his property, and his costs and expenses of the proceeding, such damages to be ascertained by the court, or a referee to be appointed for that purpose, and if the sum so deposited shall be insufficient to pay such damages, and all costs and expenses awarded to the defend- ant, judgment shall be entered against the plaintiff for the defi- ciency, to be enforced and collected in the same manner as a judgment in the supreme court; and the possession of the prop- erty shall be restored to the defendant. See 111 App. Div. 686; 351 Misc. 333. Notice of pendency of proceedings; effect thereof; duty of county clerk. § 3381. Upon service of the petition, or at any time after- wards before the entry of the final order, the plaintiff may file in the clerk's office of each county where any part of the prop- erty is situated, a notice of the pendency of the proceeding stat- ing the names of. the parties and the object of the proceeding, and containing a brief description of the property affected thereby, and from the time of filing, such notice shall be con- structive notice to a purchaser, or incumbrancer of the property affected thereby, from or against a defendant with respect to whom the notice is directed to be indexed, as herein prescribed, and a person whose conveyance or incumbrance is subsequently executed or subsequently recorded, is bound by all proceedings taken in the proceeding, after the filing of the notice, to the same extent as if he was a party thereto. The county clerk must immediately record such notice when filed in the book in his office kept for the purpose of recording notices of pendency of actions, and index it to the name of each defendant specified in the direction appended at the foot of the notice, and subscribed by the plaintiff or his attorney. 18 Condemnation Law. Power of court to make all necessary orders, etc, § 3382. In all proceedings under this title, where the mode or manner of conducting all or any of the proceedings therein is not expressly provided for by law, the court before whom such proceedings may be pending, shall have the power to make all necessary orders and give necessary directions to carry into effect the object and intent of this title, and of the several acts conferring authority to condemn lands for public use, and the practice in such cases shall conform, as near as may be, to the ordinary practice in such court. Repeal. § 3383. So much of all acts and parts of acts as prescribe a method of procedure in proceedings for the condemnation of real property for a public use is repealed, except such acts and parts of acts as prescribe a method of procedure for the con- demnation of real property for public use as a highway, or as a street, avenue, or public place in an incorporated city or village, or as may prescribe methods of procedure for such condemna- tion for any public use for, by, on behalf, on the part, or in the name of the corporation of the city of New York, known as the mayor, aldermen, and commonalty of the city of New York, or by whatever name known, or by or on the application of any board, department, commissioners or other officers acting for or on behalf or in the name of such corporation or city, or where the title to the real property so to be acquired vests in such corporation or in such city; and all proceedings for the condemnation of real property embraced within the exceptions enumerated in this section are exempted from the operation of this title. Thus amended by chap. 247, Laws of 1890. Title, when to take effect. § 3384. This title shall take effect on the first day of May, one thousand eight hundred and ninety, and shall not affect any proceeding previously commenced. Condemnation Law. 19 TITLE II. PROCEEDINGS FOE THE SALE OF CORPORATE REAL PROPERTY. Proceeding on application to sell, mortgage, etc., property. Section 3390. Whenever any corporation or joint stock asso- ciation is required by law to malse application to the court for leave to mortgage, lease or sell its real estate, the proceeding therefor shall be had pursuant to the provisions of this title. Petition to court ; petition, what to contain ; verification. § 3391. The proceeding shall be instituted by the presenta- tion to the supreme court of the district or the county court of the county where the real property, or some part of it, is situ- ated, by the corporation or association, applicant, of a petition setting forth the following facts: 1. The name of the corporation or association, and of its 'directors, trustees or managers, and of its principal ofiScers, and their places of residence. 2. The business of the corporation or association, or the object or purpose of its incorporation or formation, and a refer- ence to the statute under which it was incorporated or formed. 3. A description of the real property to be sold, mortgaged or leased, by metes and bounds, with reasonable certainty. 4. That the interest of the corporation or association will be promoted by the sale, mortgage or lease, of the real property specified, and a concise statement of the reasons therefor. 5. That such sale, mortgage or lease has been authorized, by a vote of at least two-thirds of the directors, trustees or man- agers of the corporation or association, at a meeting thereof, duly called and held, and a copy of the resolution granting such authority. 6. The market value of the remaining real property of the corporation or association, and the cash value of its personal assets, a^d the total amount of its debts and liabilities, and how secured, if at all. 20 Condemnation Law. 7. The application proposed to be made of the moneys realized from such sale, mortgage or lease. 8. Where the consent of the shareholders, stockholders or members of the corporation or association, is required by law to be first obtained, a statement that such consent has been given, and a copy of the consent or a certified transcript of the record of the meeting at which it was given, shall be annexed to the petition. 9. A demand for leave to mortgage, lease or sell the real estate described. The petition shall be verified in the same manner as a verified pleading in an action in a court of record. Hearing of application. § 3392. Upon presentation of the petition, the court may immediately proceed to hear the application, or it may, in its discretion, direct that notice of the application shall be given to any person interested therein, as a member, stockholder, oflQ- cer or creditor of the corporation or association, or otherwise, in which case the application shall be heard at the time and place specified in such notice, and the court may in any case appoint a referee to take the proofs and report the same to the court, with his opinion thereon. Court may grant application; appearance on hearing. § 3393. Upon the hearing of the application, if it shall appear, to the satisfaction of the court, that the interests of the cor- poration or association will be promoted thereby, an order may be granted authorizing it to sell, mortgage or lease the real prop- erty described in the petition, or any part thereof, for such sum, and upon such terms as the court may prescribe, and directing what disposition shall be made of the proceeds of such sale, mortgage or lease. Any person, whose interests may be affected by the proceed- ing, may appear upon the hearing and show cause why the appli- cation should not he granted. Condemnation! Law. 21 Notice to creditors on application of insolvent corporation, etc. § 3394. If the corporation or association is insolvent, or its property and assets are insufiScient to fully liquidate its debts and liabilities, the application shall not be granted, unless all the creditors of the corporation have been served with a notice of the time and place at which the application will be heard. Service of notices. § 3395. Service of notices, provided for in this title, may be made either personally or, in case of absence, by leaving the same at the place of residence of the person to be served, with some person of mature age and discretion, at least eight days before the hearing of the application, or by mailing the same, duly enveloped and addressed and postage paid, at least sixteen days before such hearing. Power of court to make all necessary orders. § 3396. In all applications made under this title, where the mode or manner of conducting any or all of the proceedings thereon are not expressly pcovided for, the court before whom such application may be pending, shall have the power to make all the necessary orders and give the proper directions to carry into effect the object and intent of this title, or of any act author- izing the sale of corporate real property, and the practice in such cases shall conform, as near as may be, to the ordinary practice in such coux't. Title, when to take effect. § 3397. This title shall take effect May first, one thousand eight hundred and ninety, and shall not affect any proceeding previously commenced. Proceeding> to Change the Name of a Corporation. CODE OF CIVIL PROCEDURE. See section 2410 as to. change of name of an individual. Petition by corporation. § 2411. A petition to assume another corporate name may be made by a domestic corporation, wliether incorporated by a gen- eral or special law, to the supreme court at a special term thereof, held in the judicial district in which its principal busi- ness oflBce shall be situated, or, if it be other than a stock cor- poration, at a special term held in the judicial district in which its certificate of incorporation is filed or recorded, or in which its principal property is situated, or in which its principal opera- tions are or theretofore have been conducted. If it be a banking, insurance or railroad corporation, the petition must be author- ized by a resolution of the directors of the corporation, and approved if a banking corporation by the superintendent of banks; if an insurance corporation, by the superintendent of insurance, and if a railroad corporation, by the board of railroad commissioners. The petition to change the name of any other corporation must have annexed thereto a certificate of the sec- retary of state, that the name which such corporation proposes to assume is not the name of any other domestic corporation or a name which he deems so nearly resembling it, as to be calcu- lated to deceive. Thus amended by chap. 366, Laws of 1893. Contents of petition. § 2412. The petition must be in writing, signed by the peti- tioner and verified in like manner as a pleading in a court of record, and must specify the grounds of the application, the Peocbbdings to Change the Name of a Corporation. 23 name, age and residence of the individual whose name is pro- posed to be changed, and the name which he proposes to assume, and if the petitioner be a corporation, its present name, and the name it proposes to assume, which must not be the name of any other corporation, or a name so nearly resembling it as to be calculated to deceive; and if it be a railroad corporation, a corporation having banking powers or the power to make loans upon pledges or deposits, or to make insurances, that the peti- tion has been duly authorized by a resolution of the directors of the corporation and approved by the proper ofiScer. Thus amended by chap. 366, Laws of 1893. Notice of presentation of petition. § 2413. If the petition be to change the name of an infant, and is made by the infant's next friend, notice of the time and place when and where the petition will be presented must be served upon the father, or if he is dead or cannot be found, upon the mother, or if both are dead or cannot be found, upon the general guardian or guardian of the person of the infant, in like manner as a notice of a motion upon an attorney in an action, unless it appears to the satisfaction of the court that the infant has no father or mother, or that both reside without the state or cannot be found, and that he has no guardian residing within this state, in which case the court may dispense with notice or require notice to be given to such persons and in such manner as the court thinks proper. If the petition be made by a cor- poration located elsewhere than in the city and county of New York, notice of the presentation thereof shall be published once in each week for three successive weeks in the state paper, and in a newspaper of every county in which such corporation shall have a business office, or if it has no business office, of the county in which its principal corporate property is situated, or in which its operations are or theretofore have been principally conducted, which newspaper, if it be a banking corporation, shall be designated by the superintendent of banks, if an insurance 24 Proceedings to Change the Name of a Corporation. corporation, other than a town or county co-operative insurance corporation, by the superintendent of insurance, or if a railroad corporation, by the railroad commissioners. In the city and county of New York such notice shall be published once in each week for three successive weeks in two daily newspapers pub- lished in such county. If the petition be made by a corporation, a copy of the petition and notice of motion shall be filed with the secretary of state, and the proposed name shall thereupon be reserved for said corporation until three weeks after the date of such motion, and until three weeks after the date of any adjournment of such motion if notice of such adjournment shall be filed with the secretary of state, and no certificate of incor- poration of a proposed corporation, having the same name as the name proposed in such petition, or a name so nearly re- sembling it as to be calculated to deceive, shall be filed in any oflSce for the purpose of effecting its incorporation, and no cor- poration formed without the state of New York having the same name or a name so nearly resembling it as to be calculated to deceive shall be given authority to do business in this state. Thus amended by chap. 89, Laws of 1906, taking effect September 1, 1906. Order. § 2414. If the court to which the petition is presented is sat- isfied thereby, or by the affidavit and certificate presented there- with, that the petition is true, and that there is no reasonable objection to the change of name proposed, and if the petition be to change the name of an infant, that the interests of the infant will be substantially promoted by the change, and, if the petitioner be a corporation, that the petition has been duly authorized and that notice of the presentation of the petition, if required by law, has been made, the court shall make an order authorizing the petitioner to assume the name proposed on a day specified therein, not less than thirty days after the entry of the order. The order shall be directed to be entered and the papers on which it was granted, to be filed within ten Pbocbedings to Changs thb Namb of a Gobpobation. 25 days thereafter in the clerk's oflSce of the county in which the petitioner resides, if he be an individual, or in the office of the clerk of the city court of New York if the order be made by that court, or, if the petitioner be a corporation, in the office of the clerk of the county in which its certificate of incorporation, if any, shall be filed, or if there be none filed in which its prin- cipal office shall be located, or if it has no business office, in the county in which its principal property is situated, or in which its operations are or theretofore have been principally conducted, or in the office of the clerk of the county in which the special term granting the order is held ; and, if the petitioner be a cor- poration, that a certified copy of such order shall, within ten days after the entry thereof, be filed in the office of the secre- tary of state; and also, if it be a banking corporation, in the office of the superintendent of banks, or if it be an insurance corporation, in the office of the superintendent of insurance, or if it be a railroad corporation, in the office of the board of rail- road commissioners. Such order shall also direct the publica- tion, within ten days after the entry thereof of a copy thereof in a designated newspaper, in the county in which the order is directed to be entered, at least once if the petitioner be an indi- vidual, or if the petitioner be a corporation, once in each week for four succssive weeks. The county clerk, in whose office an order changing the name of a corporation is -entered, shall record the same at length in the book kept in his office for recording certificates of incorporation. Thus amended by chap. 946, Laws of 1895. When change to take effect. § 2415. If the order shall be fully complied with, and within forty days after the making of the order, an affidavit of the pub- lication thereof shall be filed and recorded in the office in which the order is entered, and in each office in which certified copies thereof are required to be filed, if any, the petitioner shall, on and after the day specified for that purpose in the order, be known by the name which is thereby authorized to be assumed, 26 Pbocbbdinos to CnANGS the Name of a Cokpobation. and by no other name. No proceedings heretofore had under sections two thousand four hundred and fourteen and two thou- sand four hundred and fifteen of the code of civil procedure for the change of the name of a corporation, shall be invalid by reason of the non-filing of an afiBdavit of the publication of the order changing such name within twenty days from the date thereof. Thus amended by chap. 264, Laws of 1894. Substitution of new name in pending action or proceeding. § 2416. An action or special proceeding, civil or criminal, commenced by or against a person whose name is so changed shall not abate, nor shall any relief, recovery or other proceed- ing therein be prevented, impeded or impaired in consequence of such change of name. The plaintiff in the action or the party instituting the special proceeding, or the people, as the case requires, may, at any time, obtain an order amending any of (he papers or proceedings therein, by the substitution of the new name, without costs and without prejudice to the action or proceeding. Thus amended by Chap. 366, Laws of 1893, Reports by clerks to state officers. § 2417. The clerk of each county and of each court, shall annually, in the month of December, report to the secretary of state all changes of names of individuals or of corporations, which have been made in pursuance of orders filed in their respective ofiBces during the past year and since the last pre- vious report, and also report in like manner to the superintend- ent of banks all changes of the names of banking corporations, and to the superintendent of insurance all changes of names of corporations authorized to make insurances. The secretary of state must cause to be published, in the next volume of the session laws a tabular statement showing the original name of each person and corporation and the name which he or it has been authorized to assume. Thus amended by Chap. 366, Laws of 1893. THE GENERAL CORPORATION LAW. CHAP. 563, LAWS OF 1890. {Generally amended by Chap. 687, Laws of 1892.) AN ACT in relation to corporations, constituting chapter thirty five of the general laws. (As amended to and including the session of the Legislature of 1906.) [SEE SECTIONS OF CODE OF CRIMINAL PROCEDURE AND PENAL CODE, THIS VOLUME.] CHAPTER XXXV OF THE GENERAL LAWS. THE GENERAL CORPORATION LAW. Section 1. Short title. 2. Classification of corporations. 3. Definitions. 4. Qualifications of incorporators. 5. Filing and recording certificates of incorporation. 6. Corporate names. 7. Amended and supplemental certificates. 8. Lost or destroyed certificates. 9. Certificate and other papers as evidence. 10. Limitation of powers. 11. Grant of general powers. 12. Enlargement of limitations upon the amount of the property of non-stock corporations. 13. Acquisition of additional real property. 14. Acquisition of property without the state. 15. Certificate of authority of a foreign corporation. 16. Proof to be filed before granting certificate. 17. Acquisition of real property in this state by certain foreign corporations. 28 OSNIRAL COEPOEATION LaW. SEcnow 18. Acquisition by foreign corporation of real property in this state. 19. Prohibition of banking powers. 20. Qualification of members as voters. 21. Proxies. 22. Challenges. 23. Effect of failure to elect directors. 24. Mode of calling special election of directors. 25. Mode of conducting special election of directors. 26. Qualification of voters and canvass of votes at special elections. 27. Powers of supreme court respecting elections. 28. Stay of proceedings in actions collusively brought. 29. Directors. 30. Directors as trustees in case of dissolution. * 31. Forfeiture for non-user. 32. Extension of corporate existence. 33. Conflicting corporate laws. 34. Laws repealed. 35. Saving clause. 36. Construction. 37. Law revived. 38. When notice or lapse of time unnecessary. 39. As to acts of directors. 40. Alteration and repeal of charter. 41. No contributions for political purposes. Short title. Section 1. This chapter shall be known as fhe general cor poration law. Classification of corporations. § 2. A corporation shall be either, 1. A municipal corporation, 2. A stock corporation, 3. A non-stock corporation, or 4. A mixed corporation. A stock corporation shall be either, 1. A moneyed corporation, 2. A transportation . corporation, or 3. A business corporation. jjfENERAL GOEPORATION Law. 29 A non-stock corporation shall be either, 1. A religious corporation, or 2. A membership corporation. A mixed corporation shall be either, 1. A cemetery corporation, 2. A library corporation, 3. A co-operative corporation. 4. A board of trade corporation, or 5. An agricultural and horticultural corporation. A transportation corporation shall be either, 1. A railroad corporation, or 2. A transportation corporation other than a railroad corporation. A membership corporation shall include benevolent orders and fire and soldiers' monument corporations. A reference in a general law to a class of corporations described in accordance with this classification shall include all corporations theretofore formed belonging to such class. Definitions. § 3. 1. A municipal corporation includes a county, town, school district, village and city, and any other territorial division of the State established by law with powers of local government. 2. A stock corporation is a corporation having a capital stock divided into shares, and which is authorized by law to distribute to the holders thereof dividends or shares of the surplus profits of the corporation. A corporation is not a stock corporation because of having issued certificates called certificates of stock, but which are in fact merely certificates of membership and which is not authorized by law to distribute to its members any dividends or share of profits arising from the operations of the corporation. 3. The term non-stock corporation includes every corporation other than a stock corporation. 30 General Coepoeation Law. 4. A moneyed corporation is a corporation formed under or subject to the banking or the insurance law. 5. A domestic corporation is a corporation incorporated by or under the laws of the State or colony of New York. Every corporation which is not a domestic corporation is a foreign corporation, except as provided by the code of civil procedure for the purpose of construing such code. 6. The term, directors, when used in relation to corporations, shall include trustees or other persons, by whatever name known, duly appointed or designated to manage the affairs of the cor- poration. 7. The term, certificate of incorporation, shall include articles of association or any other written instruments required by law to be filed, to eflfect.the incorporation of a corporation, includ- ing a certified copy of an original certificate of incorporation filed for such purpose in pursuance of law. 8. The term, member of a corporation, shall include every person having a right to vote at a meeting of the corporation for the election of directors, other than a person having a right to vote only upon a proxy. 9. The term, oflSce of a corporation, means its principal oflSce within the State or principal place of business within the State, if it has no principal office therein. 10. The term, business of a corporation, when used with ref- erence to a non-stock corporation, includes the operations for the conduct of which it is incorporated. 11. The term, corporate law or laws, when used in any law forming a part of the revision of the general laws of the State of which this chapter is a part, means the general laws of this State relating to corporations included in such revision. Thus amended by chap. 672, Laws of 1895. Qualifications of incorporators. § 4. A certificate of incorporation must be executed by nat- ural persons, who must be of full age, and at least two-thirds General Corpoiiation Law. 31 of them must be citizens of the United States and one of them a resident of this State. This section shall not apply to a cor- poration formed by the reincorporation or consolidation of exist- ing corporations, or to the reorganization of a corporation upon the sale of the property and franchises of a previously existing corporation or otherwise. Thus amended by chap. 672, Laws of 1895. Filing and recording certificates of incorporation. § 5. Every certificate of incorporation including the corporate name or title and every amended or supplemental certificate, and every certificate which alters the provisions of any certifi- cate of incorporation or any amended or supplemental certificate, hereafter executed shall be in the English language, and except of a religious, cemetery, moneyed, municipal or fire department corporation, shall be filed in the office of the secretary of state, and shall be by him duly recorded and indexed in books specially provided therefor, and a certified copy of such certificate or amended or supplemental certificate with a certificate of the secretary of state of such filing and record, or a duplicate origi- nal of such certificate or amended or supplemental certificate shall be filed and similarly recorded and indexed in the office of the clerk of the county in which the office of the corporation is to be located, or, if it be a non-stock corporation, and such county be not determined upon at the time of executing the cer- tificate of incorporation, in such county clerk's office as the judge approving the certificate shall direct. All taxes required by law to be paid before or upon incorporation and the fees for filing and recording such certificate must be paid before filing. No corporation shall exercise any corporate powers or privileges until such taxes and fees have been paid. Thus amended by chap. 285, Laws of 1902. Corporate names. § C. No certificate of incorporation of a proposed corporation having the same name as a corporation authorized to do business 32 General Coepoeation Law. under the laws of this state, or a name so nearly resembling it as to be calculated to deceive, shall be filed or recorded in any office for the purpose of effecting its incorporation, or of authorizing it to do business in this state. A corporation formed by the reincorporation, reorganization or consolidation of other cor- porations or upon the sale of the property or franchises of a corporation, may have the same name as the corporation or one of the corporations to whose franchises it has succeeded. No corporation shall be hereafter organized under the laws of this state, with the word trust, bank, banking, insurance, assurance, indemnity, guarantee, guaranty, savings, investment, loan or benefit as part of its name, except a corporation formed under the banking law or the insurance law. Thus amended by chap. 9, Laws of 1902. Amended and supplemental certificates. § 7. If in the original or amended certificate of incorporation of any corporation, or if in a supplemental certificate of any cor- poration any informality exist, or if any such certificate contain any matter not authorized by law to be stated therein, or if the proof or acknowledgment thereof shall be defective, the cor- porators or directors of the corporation may make and file an amended certificate correcting such informality or defect or striking out such unauthorized matter; and the certificate amended shall be deemed to be amended accordingly as of the date such amended certificate was filed, and upon the filing of such an amended certificate of incorporation, the corporation shall then for all purposes be deemed to be a corporation from the time of filing the original certificate. The supreme court may, upon due cause shown, and proof made, and upon notice to the attorney-general, and to such other persons as the court may direct, and upon such terms and con- ditions as it may impose, amend any certificate of incorporation which fails to express the true object and purpose of the cor- poration, so as to truly set forth such object and purpose. General Cokporation Law. 33 When an amended or supplemental certificate is filed, an entrj shall be made upon the margin of the index and record of the original certificate of the date and place of record of every such amended certificate. The amendment of a certificate under this section shall be without prejudice to anj pending action or proceeding, or to any rights previously accrued. See subdivision 13, section 2, also section 3, Railroad Law, also chap. 238, Laws 1893, post. > t > Lost or destroyed certificates. § 8. If either of the certificates of incorporation shall be lost or destroyed after filing, a certified copy of the other certificate may be filed in the place of the one so lost or destroyed and as of the date of its original filing, and such certified copy shall have the same force and effect as the original certificate had when filed. Certificate and other papers as evidence. § 9. The certificate of incorporation of any corporation duly filed shall be presumptive evidence of its incorporation, and any amended certificate or other paper duly filed or recorded relat- ing to the incorporation of any corporation, or its existence or management, and containing facts required or authorized by law to be stated therein, shall be presumptive evidence of the existence of such facts. Thus amended by chap. 672, Laws of 1895. Limitation of powders. § 10. No corporation shall possess or exercise any corporate powers not given by law, or not necessary to the exercise of the powers so given. The certificate of incorporation of any corpora- tion may contain any provision for the regulation of the busi- ness and the conduct of the afEairs of the corporation, and any limitation upon its powers, or upon the powers of its directors 3 34 General Corporation Law. and stockholders, which does not exempt them from the per- formance of any obligation or the performance of any duty imposed by law. Thus amended by chap. 072, Laws of 1805. Grant of general powers. § 11. Every corporation as such ha« power, though not speci- fied in the law under which it is incorporated : 1. To have succession for the period specified in its certificate of incorporation or by law, and perpetually when no period is specified. 2. To have a common seal, and alter the same at pleasure. 3. To acquire by grant, gift, purchase, devise or bequest, to hold and to dispose of such property as the purposes of the cor- poration shall require, subject to such limitations as may be prescribed by law. 4. To appoint such oflScers and agents as its business shall require, and to fix their compensation, and' 5. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulations of its affairs, and the transfer of its stock, if it has any, and the calling of meetings of its members. Such by-laws may also fix the amount of stock, which must be represented at meetings of the stock- holders in order to constitute a quorum, unless otherwise pro- vided by law. By-laws duly adopted at a meeting of the mem- bers of the corporation shall control the action of its directors. No by-law adopted by the board of directors regulating the elec- tion of directors or ofBcers shall be valid unless published for at least once a week for two successive weeks in a newspaper in the county where the election is to be held, and at least thirty days before such election. Subdivisions four and five of this sec- tion shall not apply to municipal corporations. Thus amended by chap. 672, Laws of 189S. Qenbral Corporation Law. ' 35 Enlargement of limitations upon the amount of the property of non-stock corporations. § 12. If any general or special law heretofore passed, or any certificate of incorporation, shall limit the amount of property a corporation other than a stock corporation may take or hold, such corporation may take arid hold property of the value of three million dollars or less, or the yearly income derived from which shall be five hundred thousand dollars or less, notwith- standing any such limitations. In computing the value of such property, no increase in value arising otherwise than from improvements made thereon shall be taken into account. Thus amended by chap. 400, Laws of 1894. Acquisition of additional real property. § 13. When any corporation, except a life insurance corpora- tion, shall have sold or conveyed any part of its real property, the supreme court may, notwithstanding any restriction of a general or special law, authorize it to purchase and hold from time to time other real property, upon satisfactory proof that the value of the property so purchased does not exceed the value of the property so sold and conveyed within the three years next preceding the application. Thus amended by chap. 228, Laws of 1906. Acquisition of property without the state. § 14. Any-domestic corporation transacting business in other states or foreign countries may acquire and dispose of such prop- erty as shall be requisite for such corporation in the convenient transaction of its business. Any domestic corporation establish- ing or maintaining a charitable, philanthropic or educational institution within this state may also carry on its work and establish or maintain one or more branches of such institution or an additional institution or additional institutions in any other state, the District of Columbia or in any part of the terri- tories or dependencies of the United States of America or in any foreign country and for either of said purposes may take by 36 ' Gbneeal Corporation Law. devise or bequest, hold, purchase, mortgage, sell and convey or otherwise dispose of such real and personal property without this state as may be requisite therefor. But nothing in this section contained shall be construed as exempting from taxation prop- erty to any additional amount than is now allowed to such cor- poration under existing laws. Thus amended by chap. 178, Laws of 1903. Certificate of authority of a foreign corporation. § 15. No foreign stock corporation other than a moneyed cor- poration, shall do business in this state without having first pro- cured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation to be carried on in this state is such as may be lawfully carried on by a corpora- tion incorporated under the laws of this state for such or similar business, or if more than one kind of business, by two or more cor- porations so incorporated for such kinds of business respectively. The secretary of state shall deliver such certificate to every such corporation so complying with the requirements of law. No such corporation now doing business in this state shall do busi- ness herein after December thirty-first, eighteen hundred and ninety-two, without having procured such certificate from the secretary of state, but any lawful contract previously made by the corporation may be performed and enforced within the state sub- sequent to such date. No foreign stock corporation doing busi- ness in this state shall maintain any action in this state upon any contract made by it in this state unless prior to the making of such contract it shall have procured such certificate. This prohibition shall also apply to any assignee of such foreign stock corporation and to any person claiming under such assignee or such foreign stock corporation or under either of them. No certificate of au- thority shall be granted to any foreign corporation having the same name as an existing domestic corporation, or a name so nearly resembling it as to be calculated to deceive, nor to any foreign corporation, other than a moneyed or insurance corpora- Ghnbeal Corpoeation Law. 87 tion, with the word " trust," " bank," " banking," " insurance," " assurance," " indemnity," " guarantee," " guaranty," " savings," " investment," " loan," or " benefit," as a part of its name. Thus amended by chap. 490, Laws of 1904, see chap. 962, Laws of 1898, post. Proof to be filed before granting certificate. § 16. Before granting such certificate the secretary of state shall require every such foreigp corporation to file in his office a sworn copy in the English language of its charter or certificate of incorporation and a statement under its corporate seal par- ticularly setting forth the business or objects of the corporation which it is engaged in carrying on or which it proposes to carry on within the State, and a place within the State which is to be its principal place of business, and designating in the manner prescribed in the code of civil procedure a person upon whom process against the corporation may be served within the State. The person so designated must have an oflSce or place of busi- ness at the place where such corporation is to have-its principal place of business within the State. Such designation shall con- tinue in force until revoked by an instrument in writing desig- nating in like manner some other person upon whom process against the corporation may be served in this State. If the per- son BO designated dies or removes from the place where the corporation has its principal place of business within the State, and the corporation does not within thirty days after such death or removal designate in like manner another person upon whom process against it may be served within the State, the secretary of state may revoke the authority of the corporation to do busi- ness within the State, and process against the corporation in an action upon any liability incurred within this State before such revocation, may, after such death or removal, and before another designation is made, be served upon the secretary of state. At the time of such service the plaintiff shall pay to the secretary of state two dollars, to be included in his taxable costs and dis- bursements, and the secretary of state shall forthwith mail a 38 GlNKKAL OOBFORAVION LaW. copy of snch notice to snch corporation if its address, or the address of any oflBcer thereof, is known to him. Thus amended by chap. 672, Laws of 1895. Acquisition of real property in this state by certain foreign corporations. § 17. Any foreign corporation created under the laws of the United States, or of any state or territory thereof, and doing business in this state, may acquire such real property in this state as may be necessary for its corporate purposes in the transaction of its business in this state, and convey the same by deed or other- wise in the same manner as a domestic corporation. Acquisition by foreign corporation of real property in this state. § 18. Any foreign corporation may purchase at a sale upon the forclosure of any mortgage held by it, or, upon any judg- ment or decree for debts due it, or, upon any settlement to secure such debts, any real property within this state covered by or subject to such mortgage, judgment, decree or settlement, and may take by devise any real property situated within this state and hold the same for not exceeding five years from the date of such purchase, or from the time when the right to the possession thereof vests in such devisee, and convey it by deed or otherwise in the same manner as a domestic corporation. Thus amended by chap. 136, Laws of 1894. Prohibition of banking powers. § 19. No corporation except a corporation formed under or subject to the banking laws, shall by any implication of construc- tion be deemed to possess the power of carrying on the business of discounting bills, notes or other evidences of debt, of receiving deposits, or buying and selling bills of exchange, or shall issue bills, notes or other evidences of debt for circulation as money. Thus amended by chap. 238, Laws of 1904. Gbnbkal Cobpobation Law. 89 Qualification of members as voters. § 20. Unless otherwise provided in the certificate of incor- poration, every stockholder of record of a stock corporation shall be entitled at every meeting of the corporation to one vote for every share of stock standing in his name on the books of the corporation; and at every meeting of a non-stock corporation, every member, unless disqualified by the by-laws, shall be entitled to one vote. The stockholders of a stock corporation, by a by-law adopted by vote at any annual meeting, or at any specia,! meeting duly called for such purpose, may prescribe a period' not exceed- ing forty days prior to meetings of the stockholders, during which no transfer of stock on the books of the corporation may be made. Except in cases of express trust, or in which other pro- vision shall have been made by written agreement between the parties, the record holder of stock which shall be held by him as security, or which shall actually belong to* another, upon demand therefor and payment of necessary expenses thereof, shall issue to such pledger or to such actual owner of such stock, a proxy to vote thereon. The certificate of incorporation of any stock corporation may provide that at all elections of directors of such corporation, each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and thgit he may cast all of such votes for a single director or may distribute them among the num- ber to be voted for, or any two or more of them as he may see fit, which right, when exercised, shall be termed cumulative voting. The stockholders of a corporation heretofore formed, who, by the provisions of laws existing on April thirty, eighteen hundred and ninety-one, were entitled to the exercise of such right, may here- after exercise such right according to the provision of this section. A stockholder may, by agreement in writing, transfer his stock- to any person or persons for the purpose of vesting in him or them the right to vote thereon for a time not exceeding five years upon terms and conditions stated, pursuant to which such person or persons shall act ; every other stockholder, upon his request there- 40 General Corporation Law. for may, by a like agreement in writing also transfer his stock to the same person or persons and thereupon may participate in the terms, conditions and privileges of such agreement; the certi- ficates of stock so transferred shall be surrendered and cancelled and certificates therefor issued to such transferee or transferees in which it shall appear that they are issued pursuant to such agreement and in the entry of such transferee or transferees as owners of such stock in the proper books of said corporation that fact shall also be noted and thereupon he or they may- vote upon the stock so transferred during the time in such agreement specified ; a duplicate of every such agreement shall be filed in the oflflce of the corporation where its principal business is transacted and be open to the inspection of any stockholder, daily, during business hours. No member of a corporation shall sell his vote or issue a proxy to vote to any person for any sum of money or anything of value. The books and papers containing the record of membership of the corporation shall be produced at any meet- ing of its members upon the request of any member. If the right to vote at any such meeting shall be challenged, the inspectors of election, or other persons presiding thereat, shall require such books, if they can be had, to be produced as evidence of the right of the person challenged to vote at such meeting, and all persons who may appear from such books to be members of the corporation may vote at such meeting in person or by proxy, subject to the provisions of this chapter. Thus amended by chap. 355, Laws of 1901. See section 2 of the amendatory act as to its effect. Proxies. § 21. Every member of a corporation, except a religious cor- poration, entitled to vote at any meeting thereof may so vote by proxy. No ofiScer, clerk, teller or bookkeeper of a corporation formed under or subject to the banking law shall act as proxy for any stockholder at any meeting of any such corporation. Qhneeal Coepoeation Law. 41 Every proxy must be executed in writing by the member him- self, or by his duly authorized attorney. No proxy hereafter made shall be valid after the expiration of eleven months from the date of its execution unless the member executing it shall have speci- fied therein the length of time it is to continue in force, which shall be for some limited period. Every proxy shall be revocable at the pleasure of the person executing it; but a corporation having no capital stock may prescribe in its by-laws the persons who may act as proxies for members, and the length of time for which prox- ies may be executed. Challenges. § 22. Every member of a corporation offering to vote at any election or meeting of the corporation shall, if required by an in- spector of election or other oflQcer presiding at such election or meetirig, or by any other member present, take and subscribe the following oath : "I do solemnly swear that in voting at this elec- tion I have not, either directly, indirectly or impliedly received any promise or any sum of money or anything of value to influ- ence the giving of my vote or votes at this meeting or as a con- sideration therefor." Any person offering to vote as proxy for any other person shall present his proxy and, if so required, take and subscribe the following oath : '.' I do solemnly swear that I have not, either directly, indirectly or impliedly, given any promise or any sum of money or anything of value to induce the giving of a proxy to me to vote at this election, or received any promise or any sum of money or anything of value to influence the giving of my vote at this meeting, or as a consideration there- for." The inspectors or persons presiding at the election may administer such oath, and all such oaths and proxies shall be filed in the oflSce of the corporation. Thus amended by chap. 355, Laws of 1901. See section 2 of the amendatory act ag to its effect. 42 General Corporation Law. Effect of^ failure to elect directors. § 23. If the directors shall not be elected on the day desig- nated in the by-laws, or by law, the corporation shall not for that reason be dissolved ; but every director shall continue to hold his office and discharge his duties until his successor has been elected. See section 22, Stock Corporation Law, post. Mode of calling special election of directors. § 24. If the election has not been held on the day so desig- nated, the directors shall forthwith call a meeting of the members of the corporation for the purpose of electing directors, of which meeting notice shall be given in the same manner as of the annual meeting for the election of directors. If such meeting shall not be so called within one month, or, if held, shall result in a failure to elect directors, any member of the corporation may call a meeting for the purpose of electing direc- tors by publishing a notice of the time and place of holding such meeting at least once in each week for two successive weeks imme- diately preceding the election, in a newspaper published in the county where the election is to be held and in such other manner a a may be prescribed in the by-laws for the publication of notice of the annual meeting, and by serving upon each member, either personally or by mail, directed to him at his last known post'^office address, a copy of such notice at least two weeks before the meeting. Mode of conducting special elections of directors. § 25. Such meeting shall be held at the office of the corpora- tion, or if it has none, at the place in this state where its prin- cipal business has been transacted, or if access to such office or place is denied or cannot be had, at some other place in the city, village or town where such office or place is or was located. At such meeting the members attending shall constitute a quorum. They may elect inspectors of election and directors and Edopt by-laws providing for future annual meetings and election of General Ookporation Law. 43 directors, if the corporation has no such by-laws, and transact any other business which may be transacted at an annual meeting of the members of the corporation. Qualification of voters and canvass of votes at special elections. § 26. In the absence at such meeting of the books of the cor poration showing who are members thereof, each person, before voting, shall present his sworn statement setting forth that he is a member of the corporation; and if a stock corporation, the number of shares of stock owned by him and standing in his name on the books of the corporation, and, if known to him, the whole number of shares of stock of the corporation outstanding. On filing such statement, he may vote as a member of the corpora- tion ; and if a stock corporation, he may vote on the shares of stock appearing in such statement to be owned by him and stand- ing in his name on the books of the corporation. The inspectors shall return and file such statements, with a certificate of the result of the election, verified by them, in the oflSce of the clerk of the county in which such election is held, and the persons so elected shall be the directors of the corpora- tion. Powers of supreme court respecting elections. § 27. The supreme court shall, upon the application of any person or corporation aggrieved by or complaining of any elec- tion of any corporation, or any proceeding, act or matter touch- ing' the same, upon notice thereof to the adverse party, or to those to be affected thereby, forthwith and in a summary way, hear the affidavits, proofs and allegations of the parties, or other- wise inquire into the matters or causes of complaint, and estab- lish the election or order a new election, or make such order and give such relief as right and justice may require. Stay of proceedings in actions coUusively brought, § 28. If an action is brought against a corporation by the procurement or default of its directors, or any of them, to enforce 44 General Corporation Law. any claim or obligation declared void by law, or to which the corporation has a valid defense, and such action is in the interest or for the benefit of any director, and the corporation has by his connivance made default in such action, or consented to the validity of such claim or obligation, any member of the corpora- tion may apply to the supreme court, upon aflSdavit, setting forth the facts, for a stay of proceedings in such action, and on proof of the facts in such further manner and upon such notice as the court may direct, it may stay such proceedings or set aside and vacate the same, or grant such other relief as may seem proper, and which will not injuriously affect an innocent party, who, without notice of such wrongdoing and for a valuable consideration, has acquired rights under such proceedings. Directors. § 29. The affairs of every corporation shall be managed by its board of directors, at least one of whom shall be a resident of this state. Unless otherwise provided (by law) a majority of the board of directors of a corporation at a meeting duly as- sembled shall be necessary to constitute a quorum for the transac.- tion of business and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. The members of a corporation may in by-laws fix the number of directors necessary to constitute a quorum at a number less than a majority of the board, but at least equal to one-third of its number. Subject to the by-laws, if any adopted by members of a corporation, the directors may make necessary by-ltiws of the corporation. Thus amended by chap. 737, Laws of 1904, Directors as trustees in case of dissolution. § .30. Upon the dissolution of any corporation, its directors, unless other persons shall be appointed by the legislature, or by some court of competent jurisdiction, shall be the trustees of its creditors, stockholders or members, and shall have full power to settle its affairs, collect and pay outstanding debts, and divide General Corporation Law. 45 among the persons entitled thereto the money and other prop- erty remaining after payment of debts and necessary ex- penses. Such trustees shall have authority to sue for and recover the debts and property of the corporation, by their name as such trustees, and shall jointly and severally be personally liable to its creditors, stockholders or members, to the extent of its prop- erty and effects that shall come into their hands. See provisions of the Code of Civil Procedure. See sections 57 and 61, Stock Corporation Law, chap. 310, Laws of 1886, post. Forfeiture for non-user. § 31. If any corporation, except a railroad, turnpike, plank- road or bridge corporation, shall not organize and commence the transaction of its business or undertake the discharge of its corporate duties within two years from the date of its incorpora- tion, its corporate powers shall cease. Extension of corporate existence. § 32. Any domestic corporation at any time before the expi- ration thereof, may extend the term of its existence beyond the time specified in its original certificate of incorporation, or by law, or in any certificate of extension of corporate existence, by the consent of the stockholders owning two-thirds in amount of its capital stock, or if not a stock corporation, by the consent of two-thirds of its members, which consent shall be given either in writing or by vote at a special meeting of the stockholders called for that purpose, upon the same notice as that required for the annual meetings of the corporation; and a certificate under the seal of the corporation that such consent was given by the stock- holders in writing, or that it was given by vote at a meeting as aforesaid, shall be subscribed and acknowledged by the presi- dent or a vice-president, and by the secretary or an assistant secretary of the corporation, and shall be filed in the office of the secretary of state, and shall by him be duly recorded and in- dexed in a book specially provided therefor, and a certified copy 46 General Corporation Law. of such certificate, with a certificate of the secretary of state of such filing and record, or a duplicate original of such certifi- cate, shall be filed and similarly recorded and indexed in the office of the clerk of the county wherein the corporation has its principal place of business, and shall be noted in the margin of the record of the original certificates of such corporation, if any, in such offices, and thereafter the term of the existence of such corporation shall be extended as designated in such certificate. If the term of existence of any domestic corporation shall have expired and it shall be made satisfactorily to appear to the su- preme court that such corporation was legally organized, pur- suant to any law of this state, and that it shall have issued its bonds payable at a date beyond the date fixed in its charter or certificate of incorporation for the expiration of its corporate existence, and such bonds shall be unmatured and unpaid, the supreme court may, upon the application of any person interested and upon such notice to such other parties as the court may require, by order, authorize the filing and recording of a certifi- cate reviving the existence of such corporation, upon such con- ditions and with such limitations as such order shall specify, and extending such corporate existence for a term not exceeding the term for which it was orginally incorporated. Upon filing and recording such certificate in the same manner as certificates of extension of corporate existence duly issued before the ex- piration of the existence of a domestic corporation is authorized by law to be filed and recorded, such corporate existence shall be revived and extended in pursuance of the terms of such order, but such revival and extension shall not affect any litigation com- menced after such expiration and pending at the time of such revival. If a corporation formed under or subject to the banking law, such certificate shall not be filed or recorded unless it shall have indorsed thereon the written approval of the superintendent of banks ; or, if an insurance corporation, unless it shall have in- dorsed thereon the written approval of the superintendent of in- surance ; and, if a turnpike or bridge corporation, it shall not be filed unless it shall have indorsed thereon or annexed thereto a General Coepoeation Law. 47 certified copy of a resolution of the board of supervisors of each county in which such turnpike or bridge is located, approving of and authorizing such extension. If all the stock of a corporation other than a corporation formed under or subject to the banking law, or an insurance corporation, or a turnpike, plank-road or bridge corporation shall be lawfully owned by another stock cor- poration entitled by law to take a surrender and merger thereof, the corporate existence of such corporation whose stock is so owned may be extended at any time for'the term of the corporate existence of the possessor corporation, by filing in the office or offices in which the original certificate or certificates of incor- poration of the first-mentioned' corporation were filed a certifi- cate of such extension executed by its president and secretary and by such corporation owning all the shares of its capital stock. Every corporation extending its corporate existence under this chapter or under any general law of the state shall thereafter be subject to the provisions of this chapter and of such general law, notwithstanding any special provisions in its charter, and shall thereafter be deemed to be incorporated under the general laws of the state relating to the incorporation of a corporation, for the purpose of carrying on the business in which it is engaged, and shall be subject to the provisions of such law. The cer- tificate of incorporation of any corporation whose duration is limited by such certificate or by law, may require that the con- sent of stockholders owning a greater percentage than two-thirds of the stock, if a stock corporation, or of more than two-thirds of the members, if a non-stock corporation, shall be requisite to effect an extension of corporate existence as authorized by this section. Tims amended by chap. 256, Laws of 1905. Conflicting corporate laws. § 33. If in any corporate law there is or shall be any pro- vision in conflict with any provisions of this chapter or of the stock corporation law, the provisions so conflicting shall prevail, and the provision of this chapter or of the stock corporation law 48 General Coepoeation Law. with which it conflicts shall not apply in such a case. If in any such law there is or shall be a provision relating to a matter embraced in this chapter or in the stock corporation law, but not in conflict with it, such provision in such other law shall be deemed to be in addition to the provision in this chapter or in the stock corporation law relating to the same subject-matter, and both provisions shall, in such case, be applicable. Laws repealed. § 34;. Of the laws enumerated in the schedule hereto annexed, that portion specified in the last column is repealed. Such re- peal shall not revive a law repealed by any law hereby repealed, but shall include all laws amendatory of the laws hereby repealed. Saving clause. § 35. The repeal of a law or any part of it specified in the annexed schedule shall not affect or impair any act done, or right accruing, accrued or acquired, or liability, penalty, for- feiture or punishment incurred prior to May 1, 1891, under or by virtue of any law so repealed, but the same may be asserted, enforced, prosecuted or inflicted, as fully and to the same extent as if such law had not been repealed. All actions and proceed- ings, civil or criminal, commenced under or by virtue of the laws so repealed, and pending on April 30, 1891, may be prosecuted and defended to final effect in the same manner as they might under the laws then existing, unless it shall be otherwise speci- ally provided by law. Construction. § 36. The provisions of this chapter, and of the stock corpora- tion law, the railroad law, the transporation corporations law, and the business corporations law, so far as they are substantially the same as those of laws existing on April 30, 1891, shall be construed as a continuation of such laws modified or amended according to the language employed in this chapter, or in the stock corporation law, the railroad law, the transporation cor- Qbnkeal Corporation Law. 49 porations law, or the business corporations law, and not as new enactments. References in laws not repealed to provisions of laws incor- porated into the general laws hereinbefore enumerated and re- pealed, shall be construed as applying to the provisions so incor- porated. Nothing in this chapter or in the other general laws herein- before specified shall be construed to amend or repeal any pro- vision of the Criminal or Penal Code or to impair any right or liability which any existing corporation, its oflScers, directors, stockholders or creditors may have or be subject to or which any such corporation, other than a railroad corporation, had or was subject to on April 30, 1891, by virtue of any special act of the legislature creating such corporation or creating or defining any such right or liability, unless such special act is repealed by this chapter. Law revived. § 37. Chapter three hundred of the laws of eighteen hundred and fifty-five, entitled "An act to incorporate the Baptist Histori- cal Society of the city of New York," which was inadvertently repealed by the transportation corporations law, is revived and re-enacted, and shall be of the same force and effect as if it had not been repealed. When notice or lapse of time unnecessary. § 38. Whenever under the provisions of any of the corporate laws a corporation is authorized to take any action after notice to its members or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if such action be authorized or approved, and su€h requirements be waived in writing by every member of Nuch corporation, or by his attorney thereunto authorized. This section added b^ chap. 672, Laws of 1895. 80 Gbnbeal Corpoeation Law. As to acts of directors. § 39. Whenever, under the provisions of any of the corporate laws, a corporation is authorized to take any action by the agree- ment or action of its directors, managers or trustees, such agree- ment or action may be taken by such directors, regularly con- vened as a board, and acting by a majority of a quorum, except when otherwise expressly required by law or the by-laws of the corporation and any such agreement shall be executed in behalf of the corporation by such officers as shall be designated by the board of directors, managers or trustees. At any meeting at which every member of the board of directors shall be present, though held without notice, any business may be transacted which might have been transacted if the meeting had been duly called. Except when otherwise required by law or the by-laws of the corporation, special meetings of the members of the corpora- tion may be called in the same manner as the annual meeting thereof. Thus amended by chap. 355, Laws of 1901. See section 2 of the amendatory act as to its effect. Alteration and repeal of charter. § 40. The charter of every corporation shall be subject to al- teration, suspension and repeal, in the discretion of the legisla- ture. This section added by chap. 872, Laws of 1895. No contributions for political purposes. § 41. No corporation or joint-stock association doing business in this state, except a corporation or association organized or maintained for political purposes only, shall directly or indirectly pay or use or offer, consent or agree to pay or use any money or property for or in aid of any political party, committee or organization, or for, or in aid of, any corporation, joint-stock or other association organized or maintained for political purposes, or for, or in aid of, any candidate for political ofiBce or for nomi- nation for such office, or for any political purpose whatever, or Qbnbbal Cokpobation Law. Bl for tie reimbursement or indemnification of any person for moneys or property bo used. Any officer, director, stockholder, attorney or agent of any corporaition or jodnt-stock associaition wliich violates any of the provisions of this section, who partici- pates in, aids, abets or advises or consents to any such violation, and any person who solicdts or knowingly receives any money or property in violation of this section, shall be guilty of a mis- demeanor and punishable by imprisonment in a penitentiary or county jail for not more than one year and a fine of not more than one thousand dollars. No person shall be excused from attending and testifying, or producing any books, papers or other documents before any court or magistrate, upon any investiga- tion, proceeding or trial, for a violation of any of the provisions of this section, upon the ground or for the reason that the testi- mony or evidence, documentary, or otherwise, required of him may tend to convict him of a crime or to subject him to a penalty or forfeiture; but no person shall be prosecuted or subjected to any penalty or forfeirture for or on account of any transaction, matter or thing concerning which he may so testify or produce evidence, documentary or otherwise, and no testimony so given or produced shall be received against him upon any criminal in- vestigation or pi»ceeding. This section added bj chap. 239, Laws of 1906. BCHEDULB OF LaWS BePBALBD. Revised Statutes Part I, chapter 18 All Laws of Chafteb Sections 1811 67 All. 1815 47 All. 1815 202 AIL 1816 58 All. 1817 223 All. 1818 67 All. 1819 102 All. 1821.. 14 AIL 52 General Corpoeation Law. Laws of Chapteb SECTioNa 1822..., ., 213 All. 1836 284 All. 1836 316 All. 1838. 160 All. 1838 161 All. 1838 262 All. 1839 218 All. 1842. ........:. 165 All, 1846 155 All. 1846 215 17, 18. 1847 100 3, 4. 1847. 210 All. 1847 222 All. 1847 270 All. 1847 272 All. 1847 287 All. 1847 398 All. 1847 404 All. 1847 405 All. 1848 37. All. 1848 40 All. 1848 45 All. 1848 259 All. 1848 265 All. 1848 360 All. 1849 250 All. 1849 362 All. 1850 71 All. 1850. 140 All. 1851.... 14.... All. 1851 19 All. 1851 98 All. 1851 107 All. 1851 487 All. 1851 497 All. General Corporation Law. 53 Laws or Chapter Sections 1852 228 All. 1852 372 All. 1853 J . . . . 53 , All. 1853 117 All. 1853 124. All. 1853 135 All. 1853 245 All. 1853 333 All. 1853 , 471 1, 2, 4. 1853..... 481 All. 1853 502 All. 1853 626 All. 1854 3 All. 1854. - 87 All. 1854. 140 All. 1854 201 All. 1854 232 All. 1854 269. All. 1854 282 All. 1854 312 All. 1855 301 All. 1855 302 All. 1855. . . ; 390. All. 1855 478 All. 1855 485 All. 1855 495 All. 1855 546 All. 1855...; 559 All. 1856 65 All. 1857 29 All. 1857 83 All. 1857 185 All. 1857 202 : . . . All. 1857 262 All. 1857 444 All. 54 General Corpoeation Law. Laws of Chapteb SEdrioNS 1857 546 All. 1857 558 All. 1857. 643 All. 1857 776 All. 1858 10 All. 1858 125 All. 1859 209 All. 1859 311 All. 1859. . : 455 All. 1860 116 All. 1860 269 All. 1860 523 All. 1861 149 All. 1861 170 All. 1861 215 All. 1861 238 All. 1862 205 All. 1862 248 All. 1862 425 All. 1862 438 All. 1862 449 All. 1862 472. All. 1863 63 All. 1863 134 All. 1863 346 All. 1864 85 All. 1864 337 All. 1864 517 All. 1864 582 All. 1865 234 All. 1865 246 All. 1865 307. . . All. 1865 691 All. 1865 780 All. 1866 ..,. 73. .^._ AIL General Coepokation Law. 65 Laws of Chapter , Sections 1866 259 AH, 1866 322 All. 1866 371 All. 1866 697 All. 1866 780 All. 1866 799 All. 1866 838 'All. 1867 12 All. 1867 49... All. 1867 248 All. 1867 254'. All. 1867 419 All. 1867 480 All. 1867 509 All. 1867 ; 775 All. 1867 906 All. 1867 937 All. 1867 960 All. 1867 974 All. 1868 253 All. 1868 290 All. 1868 573 All. 1868 781. All. 1869 234 All. 1869 237 All. 1869 605. All. 1869 706 All. 1869 844 All. 1869 917 All. 1870 ; 124 All. 1870 135 All. 1870 322 All. 1870 443 All. 1870. 568 All. 56 General Corpoeation Law. Laws of Chapteb Sections 1870 773 AH. 1871 95 AH. 1871............. 481 AH. 1871. 535 AH. 1871 560 AH. 1871. . . . : 657 AH. 1871 * 669 AH. 1871 697 AH. 1871 '. . 883 AH, 1872. 81 AH. 1872 128.. AH, 1872 146 AH, 1872 248 AH. 1872 283 AH. 1872 350 AH. 1872 374. . .' AH. 1872 426 AH. 1872 609 AH, 1872 611 r AH. 1872 779 All. 1872 780 AH. 1872 820 AH except 20. 1872 829 AH. 1872 843....... AH. 1873 151 AH. 1873 352 AH. 1873 432 AH. 1873. 440. All. 1873 469 All. 1873 616 All. 1873 710. All. 1873 737 All. 1873 814 AH. 1874 76 ., AIL General Corporation Law. 57 Laws op Chapteb Sections 1874 143 All. 1874 149 All. 1874 240 All. 1874 288 All. 1874 430 All. 1875 4. All. 1875 58 All. 1875 88 All. 1875 108 All. 1875 113 All, 1875 110 All. 1875 120 All. 1875 159 All. 1875 193 All. 1875 256 All. 1875 319 All. 1875 .365 All. 1875 445 All. 1875 510. All, 1875 586 All. 1875 598.' All, 1875: 606 All. 1875 611. All. 1876 77 All. 1876 135 All. 1876 198 ; 411. 1876 280. All. 1876 358 All. 1876 373.. All. "1876 415 All. 1876 435 All. 1876 446 All. 1877 103 All. 1877 158 All. 58 Ghneeal Corporation Law. Laws of Chapter Sectiowb 1877 164 All. 1877 171 All. 1877 224 All. 1877 266 All. 1877 374 All. 1878 61 All. 1878 121 All. 1878 163 All. 1878 203 All. 1878 210 All. 1878 261. All. 1878 264 All. 1878 3l6 All. 1878 334 All. 1878 394 All. 1879. . : 214 All. 1879 253 All. 1879. 290 All. 1879. 293 All. 1879 350. . . . .^ All. 1879 377 All. 1879. 393 All. 1879 395 All, 1879 413 All. . 1879 415 All. 1879 441 AH. 1879 503 All. 1879 505 All. 1879 512 AH. 1879 541 All. 1880 5 All. 1880 85 AH. 1880 90 All. 1880 94 AH. 1880 113 AIL Gbneral Corporation Law. 59 Laws o» Chapteb Sections 1880 133 All. 1880 155 All. 1880 182 All. 1880 187 All. 1880 223 All. 1880. 225 All. 1880 241 r All. 1880 254 All. 1880 263 All. 1880 267 All. 1880 349 All. 1880 415 All. 1880 417 All. 1880 484 All. 1880. . . .- 510. All. 1880 575 All. 1880 582 All. 1880 ^ 583 All. 1880 585 All. 1881 22 All. 1881. 58 AJl. 1881 77 All. 1881 117 All. 1881. 148 All. 1881 213 All. 1881 232 All. 1881 295 All. 1881 296 All. 1881 311 All. 1881 313 All. 1881 321 All. 1881 337 All. 1881 338 All. 1881 351 All. 1881 399 All. 60 General Couporation Law. Laws of Chapter Sections 1881 422 All. 1881 464 All. 1881 468 All. 1881 470 All. 1881 472 All. 1881 *85 All. 1881 551 All. 1881 589 All. 1881 649 All. 1881 650 All. 1881 674 All. 1881 685 All. 1882 73 All. 1882 82 All. 1882 140 All. 1882 273 All. 1882 289 All. 1882 290 All. 1882 .'.... 306 All.. 1882 309 ; All. 1882 349 All. 1882 353. All. 1882 393 All. 1882 405 All. 1883 46 All. 1883 71 All. 1883 102 All. 1883 216 All. 1883. 232 All, 1883 237 All. 1883 238 All. 1883 240 All. 1883 287 All 1883 323 AH. 1883 361 AH. General Corporation Law. 61 Laws of Chafteb Sections 1883 381 All. 1883. 382 All. 1883 384 All. 1883 386 All. 1883 387 All. 1883 388 All. 1883 409 All. 1883 482 All. 1883 483 All. 1883 497 All. 1884 140 All. 1884 193 All. 1884 208 All. 1884 223 All. 1884 ?. 252 All. 1884 267 All. 1884 367 All. 1884 386 All. 1884 397 All. J884. 421 All. 1884 422 All. 1884 439 All. 1884 441 All. 1884 444 All. 1885 84 All. 1885 127 All. 1885 141 All. 1885 153 All. 1885 171 All. 1885 305 ^ All. 1885 369 All. 1885 422 All. 1885 423 All. 1885 489 All, 1885 498 • All. '' 62 Gbnkeal Corporation Law. Laws of Chapter Sections 1885 535 All. 1885 540 All. 1885 549 All, 1886 65 All. 1886 182 All. 1886 271 All. 1886 321 All. 1886 322 All. 1886 403 All. 1886 415 All. 1886 509 All. 1886 551 All. 1886 579 All. 1886 586 All. J886 592 All. ' 1886 601 All. 1886 605 All. 1886 634 All. 1886 642 All. 1887 450 All. 1887 486 All. 1887 536 All. 1887 570 All. 1887 616 All. 1887 622 All. 1887 724 All. 1888 189 All. 1888 306. All. 1888 313 All. 1888 359 All. 1888. 394 All. 1888 447 All. 1888 462 All. 1888 513 All. 1888 514 All. Genekax Ooepokation Law. 63 Laws op Chapteb Sectiows 1888 549, All. 1888 560 All, 1889 57 All. 1889 76 All. 1889.... 78 All. 1889 236 All. 1889 242 All. 1889 281 All. 1889 332 All. 1889 369 All. 1889 426 All. 1889 519 All, 1889 524 All. 1889 531 All. 1889 532 All. 1889 564 All. 1890 23 , All. 1890 98 All. 1890 119 All. 1890 193 All. 1890... 292...,. All. 1890 416. All. 1890 421 ...All. 1890 483 All. 1890 497 All. 1890 505 .' All. 1890 508 All. 1890 543 ; All. 1891 57 All. 1891 287 All. 1892 2 AU. s THE STOCK CORPORATION LAW. CHAP. 564, LAWS OF 1890. (Generally amended ly Chap. 688, Laws of 1892.) AN ACT in relation to stock corporations, constituting chapter thirty-six of the general laws. (As amended to and including the session of the Legislature of 1906.) [SEE SECTIONS OF CODE OF CRIMINAL PROCEDURE AND PENAL CODE, THIS VOLUME.] CHAPTER XXXVI OP THE GENERAL LAWS. Article 1. General powers; reorganization. (§§ 1-8.) 2. Directors and oflScers; their election, duties and liabilities. (§§ 20-34.) 3. Stock; stockholders, their rights and liabilities. (§§ 40-62.) ARTICLE I. General "Powers ; Reorganization. Section 1. Short Title and application of chapter. 2. Power to borrow money and mortgage property. 3. Reorganization upon sale of corporate property and franchises. 4. pontents of plan or agreement. 6. Sale of property; possession of receiver and suits against him. 6. Municipalities may assent to plan of readjustment. 7. Combinations abolished. 8. As to proper authorization of mortgages. Short title and application of chapter. Section 1. This chapter shall be known as the stock cor- poration law, but article one shall not apply to monied cor- porations. Power to borrow money and mortgage property. § 2, In addition to the powers conferred by the general cor- poration law, every stock corporation shall have the power to borrow money and contract debts, when necessary for the trans- action of its business, or for the exercise of its corporate rights, Stock Oorpoeation Law. 65 privileges or franchises, or for any other lawful purpose of its incorporation ; and it may issue and dispose of its obligations for any amount so borrowed, and may mortgage its property and franchises to secure the payment of such obligations, or of any debt contracted for said purposes. Every such mortgage, except purchase money mortgages and mortgages authorized by contracts made prior to May first, eighteen hundred and ninety-one, shall be consented to by the holders of not less than two-thirds of the capi- tal stock of the corporation, which consent shall be given either in writing or by vote at a special meeting of the stockholders called for that purpose, upon the same notice as that required for the annual meetings of the corporation; and a certificate under the seal of the corporation that such consent was given by the stock- holder? in writing, or that it was given by vote at a meeting as aforesaid, shall be subscribed and acknowledged by the president or a vice-president and by the secretary or an assistant secretary, of the corporation, and shall be filed and recorded in the ofiBce of the clerk or register of the county wherein the corporation has its prin- cipal place of business. When authorized by like consent, the directors under such regulations as they may adopt, may confer on the holder of any debt or obligation whether secured, or un- secured, evidenced by bonds of the corporation the right to convert the principal thereof, after two and not more than twelve years from the date of such bonds into stock of the corporation ; and if the capital stock shall not be sufficient to meet the conversion when made, the directors shall from time to time, authorize an increase of capital stock sufficient for that purpose by causing to be filed in the office of the secretary of state, and a duplicate thereof in the office of the clerk of the county where the principal place of business of the corporation shall be located, a certificate under the seal of the corporation, subscribed and acknowledged by the president and secretary of the corporation setting forth, 1. A copy of such mortgage; or resolution of directors author- izing the issue of such bonds. 2. That the holders of not less than two-thirds of the capital stock of the corporation duly consented to the execution of such 66 Stock Coepoeation Law. mortgage or resolution of directors authorizing the issue of such bonds by such corporation; 3. A copy of the resolution of the directors of the corporation authorizing the increase of the capital stock of the corporation necessary for the purpose of such conversion ; 4. The amount of capital theretofore authorized, the propor- tion thereof actually issued and the amount of the increased capital stock; If the corporation be a railroad corporation the certificate shall have endorsed thereon the approval of the board of rail- road commissioners. When the certificate herein provided for has been filed, the capital stock of such corporation shall be increased to the amount specified in such certificate. Thus amended by chap. 745, Laws of 1905. See sections 8, 44, 45, 46, Stock Corporation Law, subdivision 10, section 4, Eailroad Law, post. Reorganization upon sale of corporate property and franchises. § 3. When the property and franchises of any domestic stock corporation shall be sold by virtue of a mortgage or deed of trust, duly executed by it, or pursuant to the judgment or decree of a court of competent jurisdiction, or by virtue of any execution issued thereon, and the purchaser, his assignee or grantee shall have acquired title to the same in the manner prescribed by law, he may associate with him any number of persons, not less than the number required by law for an incorporation for similar pur- poses at least two-thirds of whom shall be citizens of the United States and one shall be a resident of this state, and they may become a corporation and take and possess the property and fran- chises thus Sold, and which were at the time of the sale possessed by the corporation whose property shall have been so sold, upon making and acknowledging and filing in the offices where certifi- cates of incorporation are required by law to be filed, a certificate in which they shall describe by name and reference to the law under which it was organized, the corporation whose property and franchises they have acquired and the court by whose authority the sale had been made, with the date of the judgment or decree Stock Corpoeation Law.. 67 authorizing or directing the same, and a brief description of the property sold, and also the following particulars : 1. The name of the new corporation intended to be formed by the filing of such certificate; and the place where its prin- cipal ofiQce is to be located. 2. The maximum amount of its capital stock and the number of shares into which it is to be divided, specifying the classes thereof, whether common or preferred, and the amount of, and rights pertaining to, each class. Thus amended by chap. 80, Laws of 1902. 3. The number of directors, not less nor more than the num- ber required by law for the old corporation, who shall manage the affairs of the new corporation, and the names and post- office address of the directors for the first year. They may in- sert in such certificate any provisions relating to the new corpora- tion, or its management, contained in any plan or agreement which may have been entered into as provided in section four of this chapter. Such corporation shall be vested with, and be en- titled to exercise and enjoy, all the rights, privileges and fran- chises, which at the time of such sale belonged to, or were vested in the corporation, last owning the property sold, or its receiver, and shall be subject to all the provisions, duties and liabilities imposed by law on that corporation. Any proceedings heretofore taken in substantial compliance with this section, as hereby amended, and any and all incorporations based thereon are hereby ratified and confirmed. Sxibdivision 3 thns amended by chap. 700, Laws of 1904. Contents of plan or agreement. § 4. At or previous to the sale the purchasers thereat, or the person for whom the purchase is to be made, may enter into a plan or agreement, for or in anticipation of the readjustment of the respective interests therein of any creditors, mortgagees and stockholders, or any of them, of the corporation owning such property and franchises at the time of sale, and for the repre- sentation of such interests in the bonds or stock of the new 68 Stock Corporation Law. corporation to be formed, and may therein regulate voting by the holders of the preferred and common stock at any meeting of the stockholders, and may provide for, and regulate voting by the holders, and owners of any or all of the bonds of the corpora- tion, foreclosed, or of the bonds issued or to be issued by the new corporation; and such right of voting by bondholders shall be exercised in such manner, for such period, and upon such con- ditions, as shall be therein described. Such plan or agreement must not be inconsistent with the laws of the state and shall be binding upon the corporation, until changed as therein provided, or as otherwise provided by law. The new corporation when duly organized, pursuant to such plan or agreement and to the provisions of law, may issue its bonds and stock in conformity with the provisions of such plan or agreement, and may at any time within six months after its organization, compromise, settle or assume the payment of any debt, claim of liability of the former corporation upon such terms as may be lawfully approved by a majority of the agents or trustees intrusted with the carry- ing out of the plan or agreement of reorganization, and may establish preferences in favor of any portion of its capital stock and may divide its stock into classes; but the capital stock of the new corporation shall not exceed in the aggregate, the maxi- mum amount of stock mentioned in the certificate of incorpora- tion. Thus amended by chap. 354, Laws of 1901. See section 5 of the amendatory act as to its effect. Sale of property; possession of receiver and suits against him. § 5. The supreme court may direct a sale of the whole of the property, rights and franchises covered by the mortgage or mort- gages, or deeds of trust foreclosed at any one time and place to be named in the judgment or order, either in case of the non- payment of interest only, or of both the principal and interest due and unpaid and secured by any such mortgage or mortgages or deeds of trust. Neither the sale nor the formation of the new corporation shall interfere with the authority or possession Stock Corporation Law. C'J of any receiver of such property and francises, but he shall re- main liable to be removed or discharged at such time as the court may deem proper. No suit or proceeding shall be com- menced against such receiver unless founded on willful miscon- duct or fraud in his trust after the expiration of sixty days from the time of his discharge; but after the expiration of sixty days the new corporation shall be liable in any action that may be commenced against it, and founded on any act or omission of such receiver for which he may not be sued, and to the same extent as the receiver, but for this section would be or remain liable, or to the same extent that the new corporation would be had it done or omitted the acts complained of. See chap. 378, Laws 1883, chap. 285, Laws 1884, chap. 310, Laws 1886, chap. 522, Laws 1898, chap. 534, Laws 1898, chap. 404, Laws 1902, section 76 Railroad Law, and section 8, Labor Law, post. Municipalities may assent to plan of readjustment. § 6. The commissioners, corporate authorities or proper offi- cers of any city, town or village, who may hold stock in any corporation, the property and franchises whereof, shall be liable to be sold, may assent to any plan or agreement of reorganiza- tion which lawfully provides for the formation of a new cor- poration, and the issue of stock therein to the proper authorities or officers of such cities, towns or villages in exchange for the stock of the old or former corporation by them respectively held. And such commissioners, corporate authorities or other proper officers may assign, transfer or surrender the stock so held by them in the manner required by such plan, and accept in lieu thereof the stock issued by such new corporation in conformity therewith. Thus amended by chap. 354, Laws of 1901. See section 5 of the amendatory act as to its effect. See town bonding acts, post. Combinations abolished. § 7. No domestic stock corporation and no foreign corpora- tion doing business in this state shall combine with any other corporation or person for the creation of a monopoly or the un- 70 Stock Corporation Law. lawful restraint of trade or for the prevention of competition in any necessary of life. Thus amended by chap. 384, Laws of 1897. See chap. 962, Laws 1896, and chap. 690, Laws 1899, post. As to proper authorization of mortgages. § 8. Whenever any mortgage affecting property or franchises within this state heretofore or hereafter executed by authority of the board of directors in behalf of any stock corporation, domestic or foreign, of any description, recites or represents in substance or effect that the execution of such mortgage bas been duly consented to, or authorized by stockholders, such recital or representation in any such mortgage, after public record thereof within this state, shall be presumptive evidence that the execution of such mortgage has been duly and suflBciently consented to, and authorized by stockholders as required by any provision of law. After any such mortgage heretofore or hereafter shall have been publicly recorded for more than one year in one or more of the counties of this state containing the mortgaged premises or any part thereof, and the corporation shall have received value for bonds actually issued under and secured by such mortgage, and interest shall have been paid on any of such bonds according to the terms thereof, such recital or representation of such mortgage so recorded shall be conclusive evidence that the execution of such mortgage has been duly and sufficiently consented to, and authorized by stockholders as required by any provision of law, and its validity shall not be impaired by reason of any defect or insufficiency of consent or authority of stockholders or in filing or recording such consent or authority, and such mortgage shall be valid and binding upon the corporation, and those claiming under it, as security for all valid bonds issued or to be issued thereunder, unless such mortgage shall be adjudged invalid in an action begun as hereinafter, in this sec- tion, provided. Notwithstanding the foregoing provisions of this .section, the invalidity of any such mortgage heretofore recorded because of insufficiency of consent by stockholders may be ad- judged in any action for such purpose begun before the first dav Stock Corporation Law. 71 of April, nineteen hundred and two, and the invalidity of any such mortgage hereafter recorded, because of insuflSciency of consent by stockholders, may be adjudged -in any action for such purpose begun, within one year after the earliest record of such mortgage in any county in this state, provided in either case that such action shall have been so begun by or in behalf of the corporation by direction of the board of directors acting in their own discretion, or upon the written request of the holders of not less than one- third qf the capital stock of the corporation; and in any such action so begun by or in behalf of the corporation, the recitals or representations of the mortgage shall be presumptive evidence only as first above provided. Whenever hereafter, in compliance with any law of this state, the officers of any corporation shall have made and filed and recorded a certificate that the execution of a mortgage hereafter made by the corporation has been' duly consented to by stockholders, such certificate shall be conclusive evidence as to the truth thereof, in favor of any and all persons who in good faith shall receive or purchase, for value, any bond or obligation purporting to be secured by such mortgage, at any time when said certificate shall remain of record and uncancelled. Nothing in this section contained shall affect any right or any remedy in respect of any such right of any creditor accrued be- fore this enactment nor shall it dispense with the necessity of obtaining the consent of the board of railroad commissioners to any mortgage by a railroad corporation. Added by chap. 354, Laws of 1901. See section 5, said chapter. ARTICLE IL Directors and Officers; Their Election, Duties and Liabilities. Section 20. Directors. 21. Change of number of directors. 22; -When acta of directors void. 23. Liability of directors for making unauthorized dividends. 24. (Repealed.) 25. Liability of directors for loans to stockholders. 26. Transfers of stock by stockholders indebted to corporation. 27. Officers. T2 Stock Coepoeation Law. SzonoN 28. Inspectors and their oath. 29. Books to be kept. 30. Annual report to secretary of state. 31. Liability of officers for false certificates, reports or public notices. 32. Alterations or extension of business. 33. Sale of franchise and property. 34. Afl to liability of directors or officers to creditora. Directors. § 20. The directors of every stock corporation shall be chosen at the time and place fixed by the by-laws of the corporation by a plurality of the votes at such election. Each director shall be a stockholder unless otherwise provided in the certificate, or in a by-law adopted by a stockholders' meeting. Vacancies in the board of directors shall be filled in the manner prescribed in the by-laws. Notice of the time and place of holding any election of directors shall be given by pu)blication thereof, at least once in each week for two successive weeks immediately preceding such election, in a newspaper published in the county where such elec- tion is to be held, and in such other manner as may be prescribed in the by-laws. Policyholders of an insurance corporation shall be eligible to election as directors, whether or not they be stock- holders. At least one-fourth in number of the directors of every stock corporation shall be elected annually. Thus amended by chap. 238, Laws of 1906. See chap. 317, Laws of 1881, post. Change of number of directors. § 21. The number of directors of any stock corporation may be increased or reduced, but not below the minimum number pre scribed by law, when the stockholders owning a majority of the stock of the corporation shall so determine, at a meeting to be held at the usual place of meeting of the directors, on two weeks' notice in writing to each stockholder of record. Such notice shall be served personally or by mail, directed to each stockholder at his last known post-oflSce address. Proof of the service of such notice shall be filed in the ofQce of the corporation at or before the time Stock Coepoeation Law. 73 of such meeting. The proceedings of such meeting shall be entered in the minutes of the corporation and a transcript thereof veri- fied by the president and secretary of the meeting shall be filed in the offices where the original certificates of incorporation were filed. Such increase or reduction may also be effected by unani- mous consent without a meeting, in which case there shall be filed in the offices herein specified, the unanimous consent of the stock- holders in writing, signed by them, or their duly authorized prox- ies, but no such consent shall be valid unless there is annexed there- to an affidavit of the custodian of the stock book of such corpora- tion stating that the persons who have signed such consent, either in person or by proxy, are the holders of record of the entire capi- tal stock of said corporation issued and outstanding. If a corpora- tion formed under or subject to the banking law, the consent of the superintendent of -banks, and if an insurance corporation, the consent of the superintendent of insurance, shall be first obtained to such increase or reduction of the number of directors. This section shall apply to any stock corporation whethea* organized under a general or special law, and the number of directors may be increased as hereby provided notwithstanding the maximum number of directors now prescribed by law. If the number of directors be increased, the additional directors authorized by such increase shall be elected by the votes of a majority of the directors in office at the time of the increase. If the original or an amended certificate of incorporation of the corporation shall provide that the directors shall be divided into two or more classes, whose terms of office shall respectively expire at different times, the additional directors shall be divided among such classes as nearly as practicable in proportion to the respective numbers of directors constituting each class prior to such increase. Thus amended by chap. 750, Laws of 1905. When acts of directors void. § 22. When the directors of any corporation for the first year of its corporate existence shall hold over and continue to be direc- tors after the first year, because of their neglect or refusal to adopt the by-laws required to enable the stockholders to hold the 74 Stock Corpoeation Law. annual election for directors, all their acts and proceedings while so holding over, done for and in the name of the corporation, de- signed to charge upon it any liability or obligation for the ser- ' vices of any such director, or any officer, or attorney or counsel appointed by them, and every such liability or obligation shall be held to be fraudulent and void. See section 23 of General Corporation Law, ante. Liability of directors for making unauthorized dividends. § 23. The directors of a stock corporation shall not make divi- dends, except from the surplus profits arising from the business of such corporation, nor divide, withdraw or in any way pay to the stockholders or any of them, any part of the capital of such corporation, or reduce its capital stock, except as authorized by law. In case of any violation of the provisions of this section, the directors under whose administration the same may have hap- pened, except those who may have caused their dissent therefrom to be entered at large upon the minutes of such directors at the time, or were not present when the same happened, shall jointly and severally be liable to such corporation and to the creditors thereof to the full amount of any loss sustained by such corpora- tion or its creditors respectively by reason of such withdrawal, division or reduction. But this section shall not prevent a division and distribution of the assets of any such corporation remaining after the payment of all its debts and liabilities upon the dissolu- tion of such corporation or the expiration of its charter; nor shall it prevent a corporation from accepting shares of its capital stock in complete or partial settlement of a debt owing to the cor- poration, which by the board of directors shall be deemed to be bad or doubtful.. Thus arnended by chap. 354, Laws of 1901. See section 5 of the amendatory act as to its effect. Section 24 repealed by chap. 354, Laws of 1901. Liability of directors for loans to stockholders. § 25. No loan of moneys shall be made by any stock cor- poration, except a monied corporation, or by any officer thereof Stock Corporation Law. 75 out of its funds to any stockholder therein, nor shall any such corporation or ofiBcer discount any note or other evidence of debt, or receive the same in payment of any installment or any part thereof due or to become due on any stock in such corporation, or receive or discount any note, or other evidence of debt, to enable any stockholder to withdraw any part of the money paid in by him on his stock. In case of the violation of any provision of this section, the officers or directors making such loan, or as- senting thereto, or receiving or discounting such notes or other evidences of debt, shall, jointly and severally, be personally liable to the extent of such loan and interest, for all the debts of the corporation contracted before the repayment of the sum loaned, and to the iull amount of the notes or other evidences of debt so received or discounted, with interest from the time such liability accrued. See sections of Penal Code as to certain penalties, post. Transfers of stock by stockholder indebted to corporation, § 26. If a stockholder shall be indebted to the corporation, the directors may refuse to consent to a transfer of his stock until such indebtedness is paid, provided a copy of this section is written or printed upon the certificate of stock. Officers. § 27. The directors of a stock corporation may appoint from their number a president, and may appoint a secretary, treas- urer, and other oiBcers, agents and employes, who shall respect- ively have such powers and perform such duties in the manage- ment of the property and affairs of the corporation, subject to the control of the directors, as may be prescribed by them or in the by-laws. The directors may require any such ofiScer, agent or employe to give security for the faithful performance of his duties, and may remove him at pleasure. The policy holders of an insurance corporation shall be eligible to election or appoint- ment as its oflScers. , 76 Stock Corporation Law. Inspectors and their oath. § 28. The inspectors of election of every stock corporation shall be appointed in the manner prescribed in the by-laws, but the inspectors of the first election of diirectors and of all previous meetings of the stockholders shall be appointed by the board of directors named in the certificate of incorporation. No director or officer of a monied corporation shall be eligible to election or appointment as inspector. Each inspector shall be entitled to a reasonable compensation for his services, to be paid by the cor- poration, and if any inspector shall refuse to serve, or neglect to attend at the election, or his office become vacant, the meeting may appoint an inspector in his place unless the by-laws other- wise provide. The inspectors appointed to act at any meeting of the stockholders shall, before entering upon the discharge of their duties, be sworn to faithfully execute the duties of inspector at such meeting with strict impartiality, and according to the best of their ability, and the oath so taken shall be subscribed by them, and immediately filed in the office of the clerk of the county in which such election or meeting shall be held, with a certificate of the result of the vote taken thereat. Books to be kept. § 29. Every stock corporation shall keep at its office, correct books of account of all its business and transactions, and a book to be known as the stock-book, containing the names, alphabeti- cally arranged, of all persons who are stockholders of the cor- poration, showing their places of residence, the number of shares of stock held by them respectively, the time when they respect- ively became the owners thereof, and the amount paid thereon. The stock-book of every such corporation shiall be open daily, during at least three business hours for the inspection of its stockholders and judgment creditors, who may make extracts therefrom. No transfer of stock shall be valid as against the corporation, its stockholders and creditors for any purpose ex- cept to render the transferee liable for the debts of the corpora- Stock Coepoeation Law. 77 tion to the extent provided for in this chapter, until it shall have been entered in such book as required by this section, by an entry showing from and to whom transferred. The stock book of every such corporation and the books of account of every bank shall be presumptive evidence of the facts therein so stated, in favor of the plaintiff, in any action or proceeding against such corporation or any of its oflScers, directors or stockholders. Every corporation that shall neglect or refuse to keep or cause to be kept such books, or to keep any book open for inspection as here- in required, shall forfeit to the people the sum of fifty dollars for every day it shall so neglect or refuse. If any officer or agent of any such corporation shall wilfully neglect or refuse to make any proper entry in such book or books, or shall neglect or refuse to exhibit the same, or to allow them to be inspected and extracts taken therefrom as provided in this section, the corporation and such oflBcer or agent shall each forfeit and pay to the party injured a penalty of fifty dollars for every such neglect or refusal, and all damages resulting to him therefrom. Thus amended by chap. 354, Laws of 1901. See section 5 of the amendatory act as to its effect. See 106 App. Div. 349. Annual report to secretary of state. § 30. Every domestic stock corporation and every foreign stock corporation doing business within this state, except moneyed and railroad corporations, shall annually during the month of Janu- ary, or, if doing business without the United States, before the first day of May, may make a report as of the first day of Janu- ary, which will state: 1. The amount of its capital stock and the proportion actu- ally issued. 2. The amount of its debts or an amount which they do not exceed. 3. The amount of its assets or an amount which its assets at least equal. i. The names and addresses of all the directors and offlcers of rjg Stock Corporation Law. the company, and in the case of a foreign corporation, the name also of the person designated in the manner prescribed by the code of civil procedure, as a person upon whom process against the corporation may be served within this state. Such report shall be made by the president or a vice-president or the treasurer or a secretary of the corporation and shall be filed in the office of the secretary of state. If such report be not so made and filed, any such officer who shall thereafter neglect or refuse to make and to file such report, within ten days after written request so to do shall have been made by a creditor or by a stockholder of the corporation, shall forfeit to the people the sum of fifty dollars for every day he shall so neglect or T'P'fllSG Thus' amended by chap. 415, Laws of 1905, taking effect September 1, 1905. See chap. 690, Laws of 1899, post. Liability of officers for false certificates, reports or public notices. § 31. If any certificate or report made or public notice given by the oflScers or directors of a stock corporation shall be false in any material representation, the officers and directors signing the same shall jointly and severally be personally liable to any person who has become a creditor or stockholder of the cor- poration upon the faith of any such certificate, report, notice or any material representation therein to the amount of the debt contracted upon the faith thereof if not paid when due, or of the damage sustained by any purchaser of or subscriber to its stock upon the faith thereof. The liability imposed by this section shall exist in all cases where the contents of any such certifi- cate, report or notice or of any material representation therein shall have been communicated either directly or indirectly to the person so becoming a creditor or stockholder and he became such creditor or stockholder upon the faith thereof. No action can be maintained for a cause of action created by this section unless brought within two years from the time the certificate, report or public notice shall have been made or given by the officers or directors of such corporation. Stock Corporation Law. 79 Alterations or extension of business. § 32. Any stock corporation heretofore or hereafter organized under any general or special law of this state may alter its cer- tificate of incorporation so as to include therein any purposes, powers or provisions which at the time of such alteration may apply to corporations engaged in a business of the same general character, or which might be included in the certificates of incor- poration of a corporation organized under any general law of this state for a business of the same general character, by filing in the manner provided for the original certificate of incorpora- tion an amended certificate, executed by the president and secre- tary, stating the alteration proposed, and that the same has been duly authorized by a vote of a majority of the directors and also by vote of stockholders representing at least three-fifths of the capital stock, at a meeting of the stockholders called for the purpose in the manner provided in section forty-five of this chapter, and a copy of the proceedings of such meeting, verified by the affidavit of one of the directors present thereat, shall be filed with such amended certificate. Thus amended by chap. 751, Laws of 1905. Sale of franchise and property. § 33. A stock corporation, except a railroad corporation and except as otherwise provided by law, with the consent of two- thirds of its stock, may sell and convey its property, rights, privil- eges and franchises, or any interest therein or any part thereof to a domestic corporation, engaged in a business of the same general character, or which might be included in the certificate of incor- poration of a corporation organizing under any general law of this state for a business of the same general character, and a domestic corporation the principal business of which is carried on in, and the principal tangible property of which is located within a state adjoining the state of New York, may with the consent of the hold- ers of ninety-five per centum of its capital stock, sell and convey its property situate without the state of New York, not including its franchises to a corporation organized under the laws of such 80 Stock Corporation Law. adjoining state, and such sale and conveyance shall, in case of a sale to a domestic corporation, vest the rights, property and fran- chises thereby transferred, and in case of a sale to a foreign cor- poration the property sold in the corporation to which they are conveyed for the term of its corporate existence, subject to the provisions and restrictions applicable to the corporation convey- ing them. Before such sale or conveyance shall be made such con- sent shall be obtained at a meetigg of the stockholders called upon like notice as that required for an annual meeting. If any stock- holder not voting in favor of such proposed sale or conveyance shall at such meeting, or within twenty days thereafter object to such sale, and demand payment for his stock, he may, within sixty days after such meeting, apply to the supreme court at any special term thereof held in the district in which the principal place of business of such corporation is situated, upon eight days' notice to the corporation, for the appointment of three persons to ap- praise the value of such stock, and the court shall appoint three such appraisers, and designate the time and place of their pro- ceedings as shall be deemed proper, and also direct the manner in which payment for such stock shall be made to such stockholders. The court may fill any vacancy in the board of appraisers oc- curring by refusal or neglect to serve or otherwise. The appraisers shall meet at the time and place designated, and they or any two of them, after being duly sworn honestly and faithfully to dis- charge their duties, shall estimate and certify the value of such stock at the time of such dissent, and deliver one copy to such corporation, and another to such stockholder, if demanded; the charges and expenses of the appraisers shall be paid by the cor- poration. When the corporation shall have paid the amount of such appraisal, as directed by the court, such stockholders shall cease to have any interest in such stock and in the corporate property of such corporation and such stock may be held or dis- posed of by such corporation. Thus amended by chap. 130, Laws of 1901 be^me*a ifw!* ""^ ^°*'°'' °' proceeding commenced before chapter 130 Stock Coeporation Law. 81 As to liability of directors or officers to creditors. § 34. No director or ofScer of any stock corporation shall be liable to any creditor of the corporation, because of the creation of any excessive indebtedness, or because of any failure to make or to file' an annual report, whether heretofore or hereafter oc- curring ; (1) In case of any debt, as to which personal liability of di- rectors or oflScers may be or shall have been waived by such credi- tor, or by anyone under whom he claims ; or by any provision of any instrument creating or securing such debt : or (2) Unless within three years after the occurrence of the act or the default in respect of which it shall be sought to charge the director or oflScer, such creditor shall have served upon such di- rector or offlcer written notice of his intention to hold him per- sonally liable for his claim; provided, nevertheless, that any such liability, because of any such default now existing and not waived as above provided, may be enforced by action begun at any time within the year eighteen hundred and ninety-nine or by action begun thereafter, if within such year written notice of in- tention to enforce such liability shall have been given as above provided. Any director or offlcer, who, because of any such existing or future liability, shall pay any debt of the corporation, shall be subrogated to all rights of the creditor in respect thereof against the corporate property, but not against the stockholders of the corporation; and also shall be entitled to contribution from all other directors and offlcers of the corporation similarly liable for the same debt, and the personal representatives of any such director or officer who shall have died before making such con- tribution. This section added by chap. 354, Laws of 1899. See other statutes in this book as to liability of diie«tors or officers. 6 82 Stock Corporation Law. ARTICLE III. Stock; Stockholders, Their Rights and Liabilities. Section 40. Stock; acquirement of stocks and bonds of other corporations; guarantee of bonds of other corporations. 41. Subscriptions to stock. 42. Consideration for issue of stock and bonds. 43. Time of payment of subscriptions to stock. 44. Increase or reduction of capital stock. 45. Notice of meeting to increase or reduce capital stock. 46. Conduct of such meeting; certificate of increase or reduction. 47. Preferred and common stock. 48. Prohibited transfers to officers or stockholders. 49. (Eepealed.) 50. Application to court to order issue of new in place of lost certificate of stock. 51. Order of court upon such application. 52. Financial statement to stockholders. 53. Stock books of foreign corporations. 54. Liabilities af stockholders. 55. Limitation of stockholder's liability. 56. Increase or reduction of number of shares.- 57. Voluntary dissolution. 58. Merger. 59. Change of place of business. 60. Liabilities of officers, directors and stockholders of foreign corporations. 61. Dissolution by incorporators. 62. Partly paid stock. Stock; acquirement of stocks and bonds of other corporations; guarantee of bonds of other corporations. § 40. The stock of ayery stock corporation shall be represented by certificates prepared by the directors and signed by the presi- dent or vice president and secretary or treasurer and sealed with the seal of the corporation, and shall be transferable in the manner prescribed in this chapter and in the by-laws. No share shall be transferable until all previous calls thereon shall have been fully paid in. Any stock corporation, domestic or foreign, now existing or hereafter organized, except monied corporations, may purchase acquire, hold and dispose of the stocks, bonds and other evidences Stock Corporation Law. 83 of indebtedness of any corporation, domestic or foreign, and issue in exchange therefor its stock, bonds or other obligations if author- ized so to do by a provision in the certificate of incorporation ot such stock corporation, or in any certificate amendatory thereof or supplementary thereto, filed in pursuance of law, or if the cor- poration whose stock is so purchased, acquired, held or disposed of, is engaged in a business similar to that of such stock corpora- tion, or engaged in the manufacture, use or sale of the property, or in the construction or operation of works necessary or useful in the business of such stock corporation, or in which or in connec- tion with which the manufactured articles, product or property of such stock corporation are or may be used, or is a corporation with which such stock corporation is or may be authorized to consolidate. When any such corporation shall be a stockholder in any other corporation, as herein provided, its president or other oflBcers shall be eligible to the oflSce of director of such corporation, the same as if thej 'were individually stockholders therein and the corporation holding such stock shall possess and exercise in respect thereof, all the rights, powers and, privileges of individual owners or holders of such stock. Any stock corpora- tion may, in pursuance of a unanimous vote of its stockholders voting at a special meeting called for that purpose by notice, in writing signed by a majority of the directors of such corporation stating the time and place ^nd object of the meeting and served upon each stockholder appearing as such upon the books of the corporation, personally or by mail at his last known post-ofSce address at least sixty days prior to such meeting, guarantee the bonds of any other domestic corporation engaged in the same general line of business; and any stock corporation owning the entire capital stock of any other domestic stock corporation en- gaged in the same general line of business may in pursuance of a two-thirds vote of its stockholders voting at a special meet- ing called for that purpose by notice in writing signed by a majority of the directors of such corporation, stating the time and place and object of the meeting and served upon each stock- holder appearing as such upon the books of the corporation 84 Stock Coepoeation Law. personally, or by mail, at his last known post-office, at least sixty days prior to such meeting, guarantee the bonds of such other corporation. Thus amended h^ chap. 601, Laws of 1902. Subscriptions to stock. § 41. If the whole capital stock shall not have been subscribed at the time of filing the certificate of incorporation, the directors named in the certificate may open books of subscription to fill up the capital stock in such places, and after giving such notices as they may deem expedient, and may continue to receive subscrip- tions until the whole capital stock is subscribed. At the time of subscribing, every subscriber, whose subscription is payable in money, shall pay to the directors ten per centum upon the amount subscribed by him in cash, and no such subscription shall be re- ceived or taken without such payment. • Consideration for issue of stock and bonds. § 42. No corporation shall issue either stock or bonds except for money, labor done or property actually received for the use and lawful purposes of such corporation. Any corporation may purchase any property authorized by its certificate of incorpora- tion, or necessary for the use and lawful purposes of such cor- poration, and may issue stock to the amount of the value thereof in payment therefor, and the stock so issued shall be full paid stock and not liable to any further call, neither shall the holder thereof be liable for any' further payment under any of the pro- visions of this act; and in the absence of fraud in the transaction the judgment of the directors as to the value of the property purchased shall be conclusive; and in all statements and reports of the corporation, by law required to be published or filed, this stock shall not be stated or reported as being issued for cash paid to the corporation, but shall be reported as issued for prop- erty purchased. Thus amended by chap. 354, Laws of 1901. See Bection 5 of the amendatory act as to its effect. - Stock Cokporation Law. 85 Time of payment of subscriptions to stock. § 43. Subscriptions to the capital stock of a corporation shall be paid at such times and in such installments as the board of directors may by resolution require. If default shall be made in the payment of any installment as required by such resolution, the board may declare the stock and all previous payments there- on forfeited for the use of the corporation, after the expiration of sixty days from the service on the defaulting stockholder, person- ally or by mail directed to him at his last known post-ofQce ad- dress, of a written notice requiring him to make payment within sixty days from the service of the notice at a place specified there- in, and stating that, in case of failure to do so, his stock and all previous payments thereon will be forfeited for the use of the corporation. Such stock, if forfeited, may be reissued or subscriptions there- for may be received as in the case of stock not issued or sub- scribed for. If not sold for its par value or subscribed for within six months after such forfeiture, it shall be canceled and deducted from the amount of the capital stock. If by such cancellation, the amount of the capital stock is reduced below the minimum re- quired by law, the capital stock shall be increased to the required amount within three months thereafter or an action may be brought or proceedings instituted to close up the business of the corporation as in the case of an insolvent corporation. If a re- ceiver of the assets of the corporation has been appointed, all un- paid subscriptions to the stock shall be paid at such times and in such installments as the receiver or the court may direct. Increase or reduction of capital stock. § 44. Any domestic corporation may increase or reduce its capital stock in the manner herein provided, but not above the maximum or below the minimum, if any, prescribed by general ilaw governing corporations formed for similar purposes. If increased, the holders of the additional stock issued shall be subject to the same liabilities with respect thereto as are pro- vided by law in relation to the original capital; if reduced, the 86 Stock Coepokation Law. amount of its debts and liabilities shall not exceed the amount of its reduced capital, unless an insurance corporation, in which case the amount of its debts and liabilities shall not exceed the amount of its reduced capital and other assets. The owner of any stock shall not be relieved from any liability existing prior to the reduction of the capital stock of any stock corporation. If a banking corporation, whether the capital be increased or reduced, its assets shall at least be equal to its debts and liabili- ties and the capital stock, as increased or reduced. A domestic railroad corporation may increase or reduce its capital stock in the manner herein provided, notwithstanding any provision con- tained herein, or in any general or special law fixing or limiting the amount of capital stock which may be issued by it. Thus amended by chap. 354, Laws of 1901. See section 6 of the amendatory act as to its effect. Notice of meeting to increase or reduce capital stock. § 45. Every such increase or reduction must be authorized either by the unanimous consent of the stockholders, expressed in writing and filed in the oflSce of the secretary of state and in the oflBce of the clerk of the county in which the principal busi- ness oflSce of the corporation is located, or by a vote of the stock- holders owning at least a majority of the stock of the corpora- tion, taken at a meeting of the stockholders specially called for that purpose in the manner provided by law or by the by-laws. Notice of the meeting, stating the time, place and object, and the amount of the increase or reduction proposed, signed by the president or a vice president and the secretary, shall be pub- lished once a week, for at least two successive weeks, in a news- paper in the county where its principal business office is located, if any is published therein, and a copy of such notice shall be duly mailed to each stockholder or member at his last-known post-office address at least two weeks before the meeting or shall be personally served on him at least five days before the meeting. Thns amended by chap. 354, Laws of 1901. See section 6 of the amendatory act as to its effect. Stock Cokporation Law. 87 Conduct of such meeting; certificate of increase or reduction. § 46. If, at the time and place specliied in the notice, the stock- iiolders shall appear in person or by proxy in numbers represent- ing at least a majority of all the shares of stock, they shall organ- ize by choosing from their number a chairman and secretary, and take a vote of those present in person or by proxy, and if a suffi- cient number of votes shall be given in favor of such inerease or reduction, or if the same shall have been authorized by the unani- mous consent of stockholders expressed in writing signed by them or their duly authorized proxies, a certificate of the proceeding showing a compliance with the provisions of this chapter, the amount of capital theretofore authorized, and the proportion there- of actually issued, and the amount of the increased or reduced capital stock, and in case of the reduction of capital stock the whole amount of the ascertained debts and liabilities of the cor- poration shall be made, signed, verifisd and acknowledged by the chairman and secretary of the meeting, and filed in the office of the clerk of the county where its principal place of business shall be located, and a duplicate thereof in the office of the secretary of state. In case of a reduction of the capital stock, except of a railroad corporation or a moneyed corporation, such certifi- cate or consent hereinafter provided for shall have indorsed there- on the approval of the comptroller, to the effect that the reduced capital is sufficient for the proper purposes of the corporation, and- is in excess of its ascertained debts and liabilities ; and in case of the increase or reduction of the capital stock of a rail- road corporation or a moneyed corporation, the certificate or the unanimous consent of stockholders as the case may be, shall have indorsed thereon the approval of the board of railroad com- missioners, if a railroad corporation; of the superintendent of banks, if a corporation formed under or subject to the banking law, and of the superintendent of insurance, if an insurance corporation. When the certificate herein provided for, or the unanimous consent of stockholders in writing, signed by them or their duly authorized proxies, approved as aforesaid has been 88 Stock Corpokation Law. filed, the capital stock of such corporation shall be increased or reduced, as the case may be, to the amount specified in such certificate or consent. The proceedings of the meeting at which such increase or reduction is voted, or, if such in- crease or reduction shall have been authorized by unanimous consent without a meeting, then a copy of such consent shall be entered upon the minutes of the corporation. If the capi- tal stock is reduced, the amount of capital over and above the amount of the reduced capital shall, if the meeting or consents so determine or provide, be returned to the stockholders pro rata, at such times and in such manner as the directors shall deter- mine, except in the case of the reduction of the capital stock of an insurance corporation, as an alternative to make good an existing impairment. Thus amended by chap. 123, Laws of 1904. Preferred and common stock. § 47.. Every domestic stock corporation may issue preferred stock and common stock and different classes of preferred stock, if the certificate of incorporation so provides, or by the consent of the holders of record of two-thirds of the capital stock, given at a meeting called for that purpose upon notice such as is required for the annual meeting of the corporation. A certifi- cate of the proceedings of such meeting, signed and sworn to by the president or a vice-president, and by the secretary or assis- tant secretary, of. the corporation, shall be filed and recorded in the offices where the original certificate of incorporation of such cor- poration was filed and recorded; and the corporation may, upon the written request of the holders of any preferred stock, by a two- thirds vote of its directors, exchange the same for common stock, and issue certificates for common stock therefor, upon such valua- tion as may have been agreed upon in the certificate of organiza- tion of such corporation, or the issue of such preferred stock, or share for share but the total amount of such capital stock shall not be increased thereby. Thus amended by chap. 354, Laws of 1901. See section 5 of the amendatory act as to its effect. Stock Corporation Law. 89 Prohibited transfers to officers or stockholders. § 48. No corporation which shall have refused to pay any of its notes or other obligations, when due, in lawful money of the United States, nor any of its officers or directors, shall transfer any of its property to any of its ofScers, directors or stock- holders, directly or indirectly, for the payment of any debt, or upon any other consideration than the full value of the property paid in cash. No conveyance, assignment or transfer of any property of any such corporation by it or by any officer, director or stockholder thereof, nor any payment made, judgment suffered, lien created or security given by it or by any officer, director or stockholder when the corporation is insolvent or its insolvency is imminent, with the intent of giving a preference to any particu- lar creditor over other creditors of the corporation shall be valid, except that laborers' wages for services shall be preferred claims and be entitled to payment before any other creditors out of the corporation assets in excess of valid prior liens or incumbrances. No corporation formed under or subject to the banking, insurance or railroad law shall make any assignment in contemplation of in- solvency. Every person receiving by means of any such prohibited act or deed any property of the corporation shall be bound to ac- count therefor to its creditors or stockholders or other trustees. No stockholder of any such corporation shall make any transfer or assignment of his stock therein to any person in contemplation of its insolvency. Every transfer or assignment or other act done in violation of the foregoing provisions of this section shall be void. No conveyance, assignment or transfer of any property of a corporation formed under or subject to the banking law, exceed- ing in value one thousand dollars, shall be made by such corpora- tion, or by any officer or director thereof, unless authorized by pre- vious resolution of its board of directors, except promissory notes or other evidences of debt issued or received by the officers of the corporation in the transaction of its ordinary business and except jiayments in specie or other current money or in bank bills made by such officers. No such conveyance, assignment or transfer shall 90 Stock Corporation Law. be void in tlie liands of a purchaser for a valuable consideration without notice. Every director or officer of a corporation who shall violate or be concerned in violating any provisions of this section, shall be personally liable to the 'creditors and stockholders of the corporation of which he shall be director or an officer to the full extent of any loss they may respectively sustain by such vio- lation. Thus amended by chap. 354, Laws of 1901. See section 5 of the amendatory act as to its effect. See section 54, Stock Corporation Law, section 30 Railroad Law, chap. 392, Laws of 1875, section 8, Labor Law, c'haps. 418 and 419, Laws of 1897, post. Section 49 repealed by chap. 354, Laws of 1901. Application to court to order issue of new in place of lost certifi- cate of stock. § 50. The owner of a lost or destroyed certificate of stock, if the corporation shall refuse to issue a new certificate in place thereof, may apply to the supreme court, at any special term held in the district where he resides, or in which the principal business office of the corporation is located, for an order requiring the cor- poration to show cause why it should not be required to issue a new certificate in place of the one lost or destroyed. The application shall be by petition, duly verified by the owner, stating the name of the corporation, the number and date of the certificate, if known, or if it can be ascertained by the petitioner; the number of shares named therein, to whom issued, and as particular a statement of the circumstances attending such loss or destruction as the peti- tioner can give. Upon the presentation of the petition the court shall make an order requiring the corporation to show cause, at a time and place therein mentioned, why it should not issue a new certificate of stock in place of the one described in the petition. A copy of the petition and order shall be served on the president or other head of the corporation, or on the secretary or treasurer thereof, personally," at least ten days before the time for showing cause. Stock Corporation Law. 91 Order of court upon such application. § 51. Upon the return Of the order, with proof of due service thereof, the court shall, in a summary manner, and in such mode as it may deem advisable, inquire into the truth of the facts stated in the petition, and hear the proofs and allegations of the parties in regard thereto, and if satisfied that the petitioner is the lawful owner of the number of shares, or any part thereof, described in the petition, and that the certificate therefor has been lost or destroyed, and cannot after due diligence be found, and that no sufiicient cause has been shown why ' a new certifi- cate should not be issued, it shall make an order requiring the corporation, within such time as shall be therein designated, to issue and deliver to the petitioner a new certificate for the number of shares specified in the order, upon depositing such security, or filing a bond in such form and with such sureties as to the court shall appear sufficient to indemnify any person other than the peti- tioner who shall thereafter be found to be the lawful owner of the certificate lost or destroyed; but such provision requiring security to be deposited or bond filed is to be construed as excluding an application made by a domestic muni- cipal corporation or by a public officer in behalf of such corporation; and the court may direct the publioa-, tion of such notice, either before or after making such order as it shall deem proper. Any person claiming any rights under the certificates alleged to have been lost or destroyed shall have recourse to such indemnity, but in any application under the pro- visions of this act in which a domestic municipal corporation or a public officer in behalf of such corporation, shall be by the . foregoing provisions of this section, excused from depositing security or filing a bond, such municipal corporation shall be liable for all damages that may be sustained by any person, in the same case and to the same extent as sureties to a bond or undertaking would have been, if such a bond or undertaking had been filed; and the corporation issuing such certificate, shall be discharged from all liability to such person upon compliance 92 Stock Coeporation Law. with such order; and obedience to the order may be enforced by attachment against the officer or officers of the corporation on proof of his or their refusal to comply with it. Thus amended by chap. 35, Laws of 1905. Financial statement to stockholders. § 52. Stockholders owning five per centum of the capital stock of any corporation other than a monied corporation, not exceeding one hundred thousand dollars, or three per centum where it ex- ceeds one hundred thousand dollars, may make a written request to the treasurer or chief fiscal officer thereof, for a statement of its affairs, under oath, embracing a particular account of all its as- sets and liabilities, and the treasurer shall make such statement and deliver it to the person presenting the request within thirty days thereafter, and keep on file for twelve months thereafter a copy of such statement, which shall at all times during business hours be exhibited to any stockholder demanding an examination thereof ; but the treasurer or such chief fiscal officer shall not be required to deliver more than one such statement in any one year. The supreme court, or any justice thereof, may upon application, for good cause shown, extend the time for making and delivering such certificate. For every neglect or refusal of the treasurer or other chief fiscal officer thereof to comply with the provisions of this section he shall forfeit and pay to the person making such re- quest the sum of fifty dollars, and the further sum of ten dollars for every twenty-four hours thereafter until such statement shall be furnished. Stock books of foreign corporations. § 53. Every foreign stock corporation having an office for the transaction of business in this state, except moneyed and railroad corporations, shall keep therein a book- to be known as a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, the number of shares of stock held by them respectively the time when they respectively became the owners thereof, and Stock Cokporation Law. 93 the amount paid thereon. Such stock book shall be open daily, during business hours, for the inspection of its stockholders and judgment creditors, and any officer of the state authorized by law to investigate the affairs of any such corporation. If any such for- eign stock corporation has in this state a transfer agent, whether such agent shall be a corporation or a natural person, such stock book may be deposited in the office of such agent and shall be open to inspection at all times during the usual hours of transacting business, to any stockholder, judgment creditor or officer of the state authorized by law to investigate the affairs of such corpora- tion. For any refusal to allow such book to be inspected, such cor- poration and the officer or agent so refusing shall each forfeit the sum of two hundred and fifty dollars to be recovered by the person to whom such refusal was made. Thus amended by chap. 384, Laws of 1897. See chap. 690, Laws of 1899, post. Liabilities of stockholders. § 54. Every holder of capital stock not fully paid, in any stock corporation, shall be personally liable to its creditors, to an amount equal to the amount unpaid on the stock held by him for debts of the corporation contracted while such stock was held by him. As to existing corporations the liability imposed by this section shall be in lieu of the liability imposed upon stockholders of any existing corporation, under any general or special law, (excepting laws relating to moneyed corporations, and corpora- tions and associations for banking purposes,) on account of any indebtedness hereafter contracted or any stock hereafter issued; but nothing in this section contained shall create or increase any liability of stockholders of any existing corporation under any general or special law. The stockholders of every stock corpora- tion shall jointly and severally be personally liable for all debts due and owing to any of its laborers, servants or employes other than contractors, for services performed by them for such corpora- tion. Before such laborer, servant or employe shall charge such stockholder for such services, he shall give him notice in writing. 94 Stock Coeporation Law. within thirty days after the termination of such services, that he intends to hold him liable, and shall commence an action therefor within thirty days after the return of an execution unsatisfied against the corporation upon a judgment recovered against it for services. No person holding stock in any corporation as collateral security, or as executor, administrator, guardian or trustee, unless he shall have voluntarily invested the trust funds in such stock, shall be personally subject to liability as a stockholder; but the person pledging such stock shall be considered the holder thereof and shall be liable as stockholder, and the estates and funds in the hands of such executor, administrator, guardian or trustee shall be liable in the like manner and to the same extent as the testator or intestate, or the ward or person interested in such trust fund would have been, if he had been living and com- petent to act and held the same stock in his own name, unless it appears that such executor, administrator, guardian or trustee voluntarily invested the trust funds in such stocks, in which case he shall be personally liable as a stockholder. Thus amended by chap. 354, Laws of 1901. See section 5 of the amendatory act as to its effect. See chap. 392, Laws of 1875, post; chaps. 418 and 419, Laws of 1897; section 62, Stock Corporation Law; section 8, Labor Law, post; section 30, Railroad Law, post; see next section. Limitation of stockholder's liability. § 55. No action shall be brought against a stockholder for any debt of the corporation until judgment therefor has been recovered against the corporation, and an execution thereon has been returned unsatisfied in whole or in part, and the amount due on such execution shall be the amount recoverable, with costs against the stockholder. No stockholder shall be personally liable for any debt of the corporation not payable within two years from the time it is contracted, nor unless an action for its collection shall be brought against the corporation within two years after the debt becomes due; and no action shall be brought against a stockholder after he shall have ceased to be a stockholder for any debt of the corporation, unless brought within two years from the time he shall have ceased to be a stockholder. Stock Corporation Law. 95 Increase or "reduction of number of shares. § 56. The number of shares into which the capital stock of any stock corporation is divided may be increased or reduced by a two-thirds vote of all stock duly represented at a meeting held and conducted in like manner, and upon filing a like certificate, as required for the increase or reduction of its capital stock. If such increase or reduction of the number of shares be so author- ized, the corporation shall issue to each stockholder certificates, for as many shares of the new stock as equal in par value the shares of the old stock held by him, upon surrender and cancella- tion of such old stock. This section does not authorize the increase or reduction of the capital stock of such corporation. Thus amended by chap. 354, Laws of 1901. See section 5 of the amendatory act as to its effect. Voluntary dissolution. § 57. Any stock corporation, except .a moneyed or a railroad corporation, may be dissolved before the expiration of the time limited in its certificate of incorporation or in its charter as fol- lows : The board of directors of any such corporation may at a meeting called for that purpose upon, at least, three days' notice to each director, by a vote of a majority of the whole board, adopt a resolution that it is in their opinion advisable to dissolve such corporation forthwith, and thereupon shall call a meeting of the stockholders for the purpose of voting upon a proposition that such corporation be forthwith dissolved. Such meeting of the stockholders shall be held, not less than thirty nor more than sixty days after the adoption of such resolution, and the notice, of the time and place of such meeting so called by the directors shall be published in one or more newspapers published and cir- culating in the county wherein such corporation has its princijpal office, at least once a week for three weeks successively next pre- ceding the time appointed for holding such meeting, and on or before the day of the first publication of such notice, a copy thereof shall be served personally on e*ch stockholder, or mailed to him at his last known post-office address. Such meeting shall 96 Stock Corporation Law. be held in the city, town or village in which the last preceding annual meeting of the corporation was held, and said meeting may, on the day so appointed, by the consent of a majority in interest of the stockholders present, be adjourned from time to time, and notice of such adjournment shall be published in the newspapers in which the notice of the meeting is published. If at any such meeting the holders of two-thirds in amount of the stock of the corporation, then outstanding, shall, in person or by attorney, consent that such dissolution shall take place and signify such consent, in writing, then, such corporation shall file such consent, attested by its secretary or treasurer, and its president or vice president, together with the powers of attorney signed by such stockholders executing such consent by attorney, with a statement of the names and residences of the then exist- ing board of directors of said corporation, and the names and residences of its oflflcers duly verified by the secretary or treas- urer or president of said corporation, in the ofiBce of the secre- tary of state. The secretary of state shall thereupon issue to such corporation, in duplicate, a certificate of the filing of such papers and that it appears therefrom that such corporation has complied with this section in order to be dissolved, and one of such duplicate certificates shall be filed by such corporation in the office of the clerk of the county in which such corporation has its principal office; and thereupon such corporation shall be dissolved and shall cease to carry on business, except for the purpose of adjusting and winding up its business. The board of directors shall cause a copy of such certificate to be published at least once a week for two weeks in one or more newspapers published and circulating in the county in which the principal office of such corporation is located, and at the expiration of such publication, the said corporation by its board of directors shall proceed to adjust and wind up its business and affairs with power to carry out its contracts and to sell its assets at public or private sale, and to apply the same in discharge of debts and obligations of such corporation, and, after paying and adequately providing for the payment of such debts and obligations, to distribute the bal- Stock Corporation La^^. 97 ance of assets among the stockholders of said corporation, accord ing to their respective rights and interest. Said corporation shall nevertheless continue in existence for the purpose of paying, sat- isfying and discharging any existing debts or obligations, collect- ing and distributing its assets and doing all other acts required in order to adjust and wind up its business and affairs, and may sue and be sued for the purpose of enforcing such debts or obligations until its business and affairs are fully adjusted and wound up, After paying or adequately providing for the debts and obliga- tions of the corporation the directors may, with the written con- sent of the holders of two-thirds in amount of the capital stock, sell the remaining assets or any part thereof to a corporation organized under the laws of this state or any other state, and en- gaged in a business of the same general character, and take in pay- ment therefor the stock or bonds or both of such corporation and distribute them among the stockholders, in lieu of money, in pro- portion to their interest therein, but no such sale shall be valid as against any stockholder, who, within sixty days after the mail- ing of notice to him of such sale shall apply to the supreme court in the manner provided by section thirty-three of this act, for an ap- praisal of the value of his interest in the assets so sold; unless within thirty days after such appraisal the stockholders consent- ing to such sale, or some of them, shall pay to such objecting stock- holder or deposit for his account, in the manner directed by the court, the amount of such appraisal and upon such payment or deposit the interest of such objecting stockholder shall vest in the person or persons making such payment or deposit. Thus amended by chap. 760, Laws of 1900. See provisions of the Code of Civil Procedure. See section 30, General Corporation Law, ante; section 61, Stock Corpora- tion Law, chap. 310, Laws of 1886, post. Merger. § 58. Any domestic stock corporation and any foreign stock corporation authorized to do business in this state lawfully own- ing all the stock of any other stock corporation organized for, or engaged in business similar or incidental to that of the possessor corporation may file in the oflSce of the secretary of state, under 98 Stock Corporation Law. its common seal, a certificate of such ownership, and of the resolu- tion of its board of directors to merge such other corporation, and thereupon it shall acquire and become, and be possessed of all the estate, property, rights, privileges and franchises of such other corporation, and they shall vest in and be held and enjoyed by it as fully and entirely and without change or diminution as the same were before held and enjoyed by such other corporation, and be managed and controlled by the board of directors of such possessor corporation, and in its name, but without prejudice to any liabili- ties of such other corporation or the rights of any creditors there- of. Any bridge corporation may be merged under this section with any railroad corporation which shall have acquired the right by contract to run its cars over the bridge of such bridge cor- poration. Thus amended by chap. 98, Laws of 1902. Change of place of business. § 59. Any stock corporation now existing or hereafter organ- ized under the laws of this state, except moneyed corporations, may at any time change its principal office and place of business from the city, town or county named in its certificate of incor- poration, or to which it may have been changed under the pro- visions of this section, to any other city, town or county in this state, in which it may desire to actually transact and carry on its regular business from day to day, provided, and* such change has been authorized, either by unanimous consent of the stock- holders expressed in writing and duly acknowledged and filed in the office of the secretary of state, or by a vote of the stockholders of said corporation at a special meeting of stockholders called' for that purpose. When such change shall be authorized by the stockholders as herein pro- vided, the president and secretary and a majority of the directors of such corporation shall sign a certificate stating the name of said corporation, the city, town and county where its principal office and place of business was originally located and to which it may have been subsequently changed, and the city town *So in the original. Stock Corporation Law. 99 and county to which it is desired to change its said principal oflSce and place of business, and that it is the purpose of said corpora- tion to actually transact and carry on its regular business from day to day at such place, and that such change has been authorized as herein provided, and the names of the directors of said corpora- tion and their respective places of residence, which certificate shall be verified by the oaths of all the persons signing the same, and when so signed and verified, shall be filed in the ofiice of the secre- tary of state and a duplicate thereof in the office of the clerk of the county from which said principal oflSce and place of business is about to be removed or changed, and another in the oflSce of the clerk of the county to which said removal or change is to be made, and thereupon the principal oflSce and place of, business of such corporation shall be changed as stated in said certificate. Thus amended by cHap. 489, Laws of 1905. Liabilities of ofHcers, directors and stockholders of foreign cor- porations. § 60. Except as otherwise provided in this chapter the oflScers, directors and stockholders of a foreign stock corporation tran- sacting business in this state, except moneyed and railroad cor- porations, shall be liable under the provisions of this chapter, in the same manner and to the same extent as the ofiScers, directors and stockholders of a domestic corporation, for : 1. The making of unauthorized dividends; 2. The creation of unauthorized and excessive indebtedness; 3. Unlawful loans to stockholders; 4. Making false certificates, reports or public notices; 5. An illegal transfer of the stock and property of such cor- poration, when it is insolvent or its insolvency is threatened ; 6. The failure to file an annual report. Such liabilities may be enforced in the courts of this state, in the same manner as similar liabilities imposed by law upon the officers, directors and stockholders of domestic corporations. This section added by chap. 384, Laws of 1897. See chap. 690, Laws of 1899, post. See sectiona of Penal Code as to certain penalties, pott. 100 Stock Corpokation Law. Dissolution by incorporators. § 61. The incorporators named in any certificate of incorpora- tion filed for the purpose of creating a domestic stock corpora- tion, other than a moneyed or transportation corporation, may, before the payment of any part of the capital, and before be- ginning business, surrender all corporate rights and franchises, by signing, verifying and filing in the office of the secretary of state and the clerk of the county where the certificate of incor- poration is filed, a certificate setting forth that no part of the capital has been paid, that there are no liabilities, that such business has not been begun, and surrendering all rights and fran- chises; and proof of the facts set forth in such certificate to the satisfaction of the secretary of state ; and thereupon the said corporation shall be dissolved, and its corporate existence and powers shall cease. Thia section added by chap. 296, Laws of 1904. See provisions of the Code of Civil Procedure. See section 30, General Corporation Law; section 57, Stock Corporation Law, ante; chap. 310, Laws of 1886, post. Partly paid stock. § 62. The original or the amended certificate of incorporation of any stock corporation may contain a provision expressly authorizing the issue of the whole or of any part of the capital stock as partly paid stock, subject to calls thereon until the whole thereof shall have been paid in. In such case, if in or upon the certificate issued to represent such stock, the amount paid thereon shall be specified, the holder tbereof shall not be subject to any liability except for the payment to the corpora- tion of the amount remaining unpaid upon such stock, and for the payment of indebtedness to employes pursuant to sections fifty-four and fifty-five of this chapter; and in any such case, the corporation may declare and may pay dividends upon the basis of the amount actually paid upon the respective shares of stock instead of upon the par value thereof. This section added by chap. 354, Laws of 1901. See section 5 of the amendatory act as to its eftect. See section 54, Stock Corporation law, ante, and statute died thm under. fJ*ere- THE RAILROAD LAW. CHAP. 565, LAWS OF 1890. AN ACT in relation to railroads, constituting chapter thirty-iyne of the general laws. (As amended to and including the session of the Legislature of 1906.) [SEE SECTIONS OF CODE OF CRIMINAL PROCEDURE AND PENAL CODE, THIS VOLUME.] CHAPTER XXXIX OF THE GENERAL LAWS. The Railroad Law. Abticle 1. Organization; general powers; location. (§§ 1-23.) 2. Construction; operation; management. (§§ 30-69.) ' 3. Consolidation; lease; sale; reorganization. (§§ 70-84.) 4. Street surface railroads. (§§ 90-112.) 6. Other railroads in cities and counties. (§§ 120-142.) 6. Board of railroad commissioners. (§§ 150-172.) ARTICLE I. Organization, General Powers, Location. Section 1. Short title. 2. Incorporation. 3. Supplemental certificate. 4. Additional powers conferred. 1. Entry upon lands for purposes of survey. 2. Acquisition of real property. ' 3. Construction of road. 4. Intersection of streams, highways, plank-roads, turnpikes and canals. 6. Intersection of other railroads." 6. Buildings and stations. 7. Transportation of persons and property. 8. Time and manner of transportation. 9. Purchase of lands and stock in other states. 10. Creation of mortgage. 5. When corporate powers to cease. 6. Location of route. 102 Raileoab Law. Section 7. Acquisition of title to real property; additions, betterments and facilities. 8. Eaihoads through public lands. 9. Eailroads through Indian lands. 10. Eailroads through Chautauqua assembly grounds. 11. Intersection of highways, additional lands for. 12. Intersection of other railroads. 13. Change of route, grade or terminus. 14. Construction of part of line in another state. 16. Two roads having the same location. 16. Tunnel railroads. 17. Eailroads in other countries. 18. Additional corporate powers of such road, 19. Location of principal office of such road. 20. Individual, joint-stock association, or other corporation may lay down and maintain railroad tracks in certain cases. 21. Powers of electric light and power corporations. 21. Certain roads need be operated in the summer only. 22. Substituted lines in eases of eminent domain. 23. Section 24 of the stock corporation law does not apply to a railroad corporation. Short title. Section 1. This cliapter sliall be known as the railroad law. Incorporation. •§ 2. Fifteen or more persons may become a corporation, for the purpose (1) of buiding, maintaining and operating a rail- road, or (2) of maintaining and operating a railroad already built, not owned by a railroad corporation, or for both purposes, or (3) of building, maintaining and operating a railroad for use by way of extension or branch or cut-oflf of any railroad then existing, or for shortening or straightening or improving the line or grade of such railroad or of any part thereof, by execut- ing, aclinowledging and filing a certificate, in which shall be stated : 1. The name of the corporation. 2. The niimber of years it is to continue. 3. The kind of road to be built or operated. 4. Its length and termini. •The first paragraph of section 2 thus amended by chap. 727, Laws of 1905. Bailroad Law. 103 5. The name of each county in which any part of it is to be located. 6. The amount of capital stock, which shall not be less than ten thousand dollars for every mile of road built, or proposed to be built, except a narrow-gauge road, when it shall not be less than three thousand dollars for every such mile. 7. The number of shares into which the capital stock is to be divided. 8. If the capital stock is to consist of common and preferred stock, the amount of each class and the rights and privileges of the latter over the former. 9. The names and post-oflSce addresses of the directors of the corporation, not less than nine, who shall manage its affairs for the first year. 10. The place where its principal oflSce is to be located. 11. If a street surface railroad, the names and description of the streets, avenues and highways in which the road is to be constructed. 12. If it is to be a railway corporation, specified in article five of this chapter, the statements required by that article to be inserted in the certificate of incorporation. 13. The name and post-ofiBce address of each subscriber to (he certificate and the number of shares of stock he agrees to take. Such certificate shall have indorsed thereon, or annexed there- to, to be taken as a part thereof, an affidavit of at least three of such directors, that at least ten per cent of the minimum amount of capital stock authorized by law has been subscribed there- to, and paid in good faith and in cash to the directors named m the certificate, and that it is intended in good faith to build, maintain and operate the road mentioned therein. In case of a railway corporation specified in article five of this chapter, the affidavit of the directors shall show that the full amount of such capital stock has been in good faith subscribed, and there shall be annexed to the certificate of incorporation and as a part thereof the certificate of the railroad commissioners showing the 104 BiiiAOA* Law. organization of the corporation for the purposes mentioned in the certificate. The filing of every certificate, where the amount of stock re- quired by this section has not been in good faith subscribed and paid in cash, shall be void. Thus amended by chap. 676, Laws of 1892. See section 7, General Corporation Law, ante, section 3 Railroad Law, post, chap. 238, Laws of 1893, post. Supplemental certificate. § 3. If the names and places of residence of the directors of the corporation have been omitted from the certificate, when executed and acknowledged, and thereafter the requisite num- ber of directors has been chosen at a meeting of the subscribers to the certificate, a supplemental certificate, containing their names and places of residence, may be filed with such certificate with the same force and effect as if the names and places of residence of the directors had been originally inserted therein. See section 7, General Corporation Law, section 2, Railroad Law, ante; chap. 238, Laws of 1893, post. Additional powers conferred. § 4. Subject to the limitations and requirements of this chap- ter, every railroad corporation, in addition to the powers given by the general and stock corporation laws, shall have power. Entry upon lands for purposes of survey. 1. To cause the necessary examination and survey for its pro- posed railroad to be made for the selection of the most advantage- ous route; and for such purpose, by its oflQcers, agents or servants, to enter upon any lands or waters subject to liability to the owner for all damages done. Acquisition of real property. 2. To take and hold such voluntary grants of real estate and other property as shall be made to it to aid in the construction, maintenance and accommodation of its railroad; and to acquire by condemnation such real estate and property as may be neces- Bailboad Law. UK) sary for such construction, maintenance and accommodation in the manner provided by law, but the real property acquired by condemnation shall be held and used only for the purposes of the corporation during the continuance of the corporate ex- istence. Construction of road. 3. To lay out its road not exceeding six rods in width, and to construct the same ; and, for the purpose of cuttings and embank- ments, to take such additional lands as may be necessary for the proper construction and security of the road; and to cut down any standing trees that may be in danger of falling on the road, upon making compensation therefor. Intersection of streams, highways, plank-roads, turnpikes and canals. 4. To construct its road across, along or upon any stream, water-course, highway, plank-road, turnpike, or across any of the canals of the state, which the route of its road shall intersect or touch. Intersection of other railroads. 5. To cross, intersect, join, or unite its railroad with any other railroad before constructed, at any point on its route and upon the ground of such other railroad corporation, with the necessary turnouts, sidings, switches, and other conveniences in furtherance of the objects of its connections. See section 12, Railroad Law, post. Buildings and stations. 6. To erect and maintain all necessary and convenient build- ings, stations, fixtures and machinery for the accommodation and use of its passengers, freight and business. Transportation of persons and property. 7. To take and convey persons and property on its railroad by the power or force of steam or of animals, or by any mechani- 106 Bailboad Law. cal power, except where such power is specially prescribed in this chapter and to receive compensation therefor. Time and manner of transportation. 8. To regulate the time and manner in which passengers and property shall be transported, and the compensation to be paid therefor. Purchase of lands and stock in other states. 9. To acquire and dispose of any real property in any other state through which any part of its railroad is operated, and stock in any foreign corporation owning lands in another state for the purpose of securing for such railroad corporation in this state a permanent supply of fuel for its use, and stock of cor- porations in this state, formed for the purpose of erecting union railway depots. Creation of Mortgage. 10. From time to time to borrow such sums of money as may be necessary for completing and finishing or operating or improv- ing its railroad, or for any other of its lawful purposes and to issue and dispose of its bonds for any amount so borrowed, and to mortgage its property and franchises to secure the payment of any debts contracted by the company for the purposes afore- said, notwithstanding any limitation on such power contained in any general or special law. But no mortgage, except purchase- money mortgages, shall be issued by any railroad corporation under this or any other law without the consent of the board of railroad commissioners, and the consent of the stockholders own- ing at least two-thirds of the stock of the corporation, which consent shall be in writing, and shall be given and certified and be filed and recorded in the oflSce of the clerk or register of the county where it has its principal place of business, as provided in section two of the stock corporation law ; or else the consent of the board of railroad commissioners and the consent by their votes of stockholders owning at least two-thirds of the stock of the corporation which is represented and voted upon in person or by proxy at a meeting called for that purpose upon a notice Railroad Law. 107 stating the time, place and object of the meeting, served at least three weeks previously upon each stockholder personally, or mailed to him at his post-offlce address, and also published at least once a week for three weeks successively in some newspaper printed in the city, town or county where such corporation has its prin- cipal ofBce, and a certificate of the vote at such meeting shall be signed and sworn to and shall be filed and recorded as pro- vided by section two of the stock corporation law. When au- thorized by the stockholders consent to any bonds made or is- sued under this section, the directors, under such regulations as they may adopt, may confer on the holder of any such bonds the right to convert the principal thereof, after two and not more than twelve years from the date of the bond, into stock of the cor- poration at a price fixed by the board of directors, which may be either par or a price not less than the market value thereof at the date of such consent to such bonds ; and if the capital stock shall not be sufficient to meet the conversion when made, the board of directors shall authorize an increase of capital stock sufficient for that purpose. Subdivision 10 thus amended by chap. 504, Laws of 1902. See sections 2 and 8, Stock Corporation Law, ante. When corporate powers to cease. § 5. If any domestic railroad corporation shall not, within five years after its certificate of incorporation is filed, begin the construction of its road and expend thereon ten per centum of the amount of its capital, or shall not finish its road and put it in operation in ten years from the time of filing such certificate, its corporate existence and powers shall cease. But if any such steam railroad corporation whose certificate of incorporation was filed since the year eighteen hundred and eighty, and whose road as designated in such certificate is wholly within one county and" not more than ten miles in length, has acquired the real property necessary for its road-bed by purchase, its corporate ex- istence and powers shall not be deemed to have ceased because of its failure to comply with the provisions of this article ; and the time for beginning the construction of its road and expend- 108 Railroad Law. ing thereon ten per centum of its capital, is extended until thir- teen years from the date of the filing of such certificate and the time for finishing its road and putting it in operation, is ex- tended until eighteen years from the date of such filing. This section shall not apply to any street surface railroad company incorporated prior to July first, eighteen hundred and ninety- five, which has obtained or become the owner of the consents of the local authorities, of any city of the first or second class, given under article four of the railroad law to the use of public streets, avenues or highways for the construction and operation of the railroad thereon. Thus amended by chap. 508, Laws of 1901. See other laws as to expiration of time to construct, post. See 106 App. JJiv. 2'40; 185 N. Y. 171. See section 99, Railroad Law, post. Location of route. § 6. Every railroad corporation, except a street surface rail- road corporation and an elevated railway corporation, before con- structing any part of its road in any county named in its cer- tificate of incorporation, or instituting any proceedings for the condemnation of real property therein, shall make a map and profile of the route adopted by it in such county, certified by the president and engineer of the corporation, or a majority of the directors, and file it in the office of the clerk of the county in which the road is to be made. The corporation shall give written notice to all actual occupants of the lands over which the route of the road is so designated, and which has not been purchased by or given to it, of the time and place such map or profile were filed, and that such route passes over the lands of such occupants. Any such occupant or the owner of the land aggrieved by the proposed location, may, within fifteen days after receiving such notice, give ten days' written notice to such cor- poration and to the owners or occupants of lands to be aflfected by any proposed alteration, of the time and place of an application to a justice of the supreme court, in the judicial district where the lands are situated, by petition duly verified, for the appointment of commissioners to examine the route. Railroad Law. 109 The petition shall state the objections to the route designated, shall designate the route to which it is proposed to alter the same, and shall be accompanied with a survey, map and profile of the route designated by the corporation, and of the proposed alteration thereof, and copies thereof shall be served upon the corporation and such owners or occupants with the notice of the application. The justice may, upon the hearing of the applica- tion, appoint three disinterested persons, one of whom must be a practical civil engineer, commissioners to examine the route proposed by the corporation, and the route to which it is pro- posed to alter the same, and after hearing the parties, to afflrm the route originally designated, or adopt the proposed alteration thereof, as may be consistent with the just rights of all parties and the public, including the owners or occupants of lands upon the proposed alterations ; but no alteration of the route shall be made except by the concurrence of the commissioner who is a practical civil engineer, nor which will cause greater damage or injury to lands or materially greater length of road than the route designated by the corporation, nor which shall substantially change the general line adopted by the corporation. The commissioners shall, within thirty days after their appoint- ment, make and certify their .written determination, which with the petition, map, survey and profile, and any testimony taken be- fore them shall be immediately filed in the ofSce of the county clerk of the county. Within twenty days after such filing, any party may, by written notice to the other, appeal to the general term of the supreme court from the decision of the commissioners, which appeal shall be heard and decided at the next term held in the department in which the lands of the petitioners or any of them are situated, for which the same can be noticed, according to the rules and practice of the court. On the hearing of such ap- peal, the court may afiirm the route proposed by the corporation or may adopt that proposed by the petitioner. The commissioners shall each be entitled to six dollars per day for their services, and to their reasonable and necessary expenses, to be paid by the persons who applied for their ap- 110 Kaileoad Law. pointment. If the route of the road, as designated by the cor- poration, is altered by the commissioners, or by the order of the court, the corporation shall refund to the petitioner the amount so paid, unless the decision of the commissioners is reversed upon appeal taken by the corporation. No such corporation shall insti- tute any proceedings for the condemnation of real jproperty in any county until after the expiration of fifteen days from the service by it of the notice required by this section. Every such corporation shall transmit to the board of railroad commissioners the following maps, profiles and drawings exhibiting the character- istics of their road, to wit: A map or maps showing the length and direction of each straight line; the length and radius of each curve; the point of crossing of each town and county line, and the length of line of each town and county accurately determined by measurements to be taken after the completion of the road. Whenever any part of the road is completed and used, such maps and profiles of such completed part shall be filed with such board within three months after the completion of any such por- tion and the commencement of its operation ; and when any ad- ditional portion of the road shall be completed and used, other maps shall be filed within the same period of time, showing the ad- ditional parts so completed. If the route, as located upon the map and profile filed in the oflBce of any county clerk, shall have been changed, it shall also cause a copy of the map and profile filed in the office of the railroad commissioners, so far as it may re- late to the location in such county, to be filed in the office of the county clerk. Thus amended by chap. 676, Laws of 1892. Acquisition of title to real property ; additions, betterments and facilities. •§ 7. All real property, required by any railroad corporation for the purpose of its incorporation or for any purpose stated in the railroad law, shall be deemed to be required for a public use, and may be acquired by such corporation. If the corpora- Railroad Law. Ill tion is unable to agree for the purchase of any such real prop- erty, or of any right, interest or easement therein, required for any such purpose, or if the owner thereof shall be incapable of selling the same, or if after diligent search and inquiry the name and residence of any such owner cannot be ascertained, it shall have the right to acquire title thereto by condemnation. Every railroad corporation shall have the power from time to time to make and use upon or in connection with any railroad either owned or operated by it, such additions, betterments and facilities as may be necessary or convenient for the better man- agement, maintenance or operation of any such railroad, and shall have the right by purchase or by condemnation, to acquire any real property required therefor, and it shall also have the right of condemnation in the following additional cases : 1. Where title to real property has been acquired, or attempted to be acquired, and has been found to be invalid or defective. 2. Where its railroad shall be lawfully in possession of a lessee, mortgagee, trustee or receiver, and additional real prop- erty shall be required for the purpose of running or operating such railroad. •3. Where it shall require for any railroad owned or operated by it any further rights to lands or the use of lands for addi- tional main tracks or for branches, sidings, switches, or turn- outs or for connections or for cut-offs or for shortening ok straightening or improving the line or grade of its road or any part thereof. Also where it shall require any fiurther rights to lands or the_use of lands for filling any structures of its road, or for constructing, widening or completing, any of its embank- ments or roadbeds, by means of which greater safety or perma- nency may be secured, and such lands shall be contiguous to such railroad and reasonably accessible. 4. Where it shall require any further right to lands or to the use of lands for the flow of water occasioned by railroad embankments or structures now in use, or hereafter rendered necessary, or for any other purpose necessary for the operation 112 Railroad Law. of such railroad, or for any right to take and convey water from any spring, pond, creek or river to such railroad, for the uses and purposes thereof, together with the right to build or lay aqueducts or pipes for the purpose of conveying such water, and to take up, relay and repair the same, or for any right of way required for carrying away or diverting any water, stream or floods from such railroad for the purpose of protecting its road or for the purpose of preventing any embankment, excava- tion or structure of such railroad from injuring the property of any person who may be rendered liable to injury thereby. Waters commonly used for domestic, agricultural or manufac- turing purposes, shall not be taken by condemnation to such an extent as to injuriously interfere with such use in future. No railroad corporation shall have the right to acquire by condem- nation any right Or easement in or to any real property owned or occupied by any other railroad corporation, except the right to intersect or cross the tracks and lands owned or held for right of way by such other corporation, without appropri- ating or affecting any lands owned or held for depots or gravel- beds. Thus amended by chap. 676, Laws of 1892, and chap. 727, Laws of 1905. •The first paragraph and subdivision 3 of section 7 thus amended by chap. 727, Laws of 1905. See section 4 of this law. As to condemnation by street railroads, see section 90 and section 4, and this section of this law. As to condemning railroad property, see section 3370, Condemnation Law, ante. Railroads through public lands. § 8. The commissioners of the land oflSce may grant to any domestic railroad corporation land belonging to the people of the state, except the reservation at Niagara and the Concourse lands on Coney Island, which may be required for the purpose of its road on such terms as may be agreed upon by them ; or such cor- poration may acquire title thereto by condemnation; and the county or town officers having charge of any land belonging to any county or town, required for such corporation for the pur- poses of its road, may grant fiuch land to the corporation for such Railroad Law. 113 compensation as may be agreed upon. In case the land or any right, interest or easement therein, required by such railroad cor- poration is used for prison purposes the commissioners of the land oflSce may grant such land, or any right, interest or easement there- in, provided the plans of such railroad corporation for- the use of such prison lands, or such right, interest or easement therein, have the approval of the superintendent of state prisons. Thus amended by chap. 313, Laws of 1904. Railroads through Indian lands. § 9. Any railroad corporation may contract with the chiefs of any nation of Indians, over whose lands it may be necessary to construct its railroad, for the right to make such road upon such lands, but such contract shall not vest in the corporation the fee to the land, nor the right to occupy the same for any purposes other than may be necessary for the construction, occu- pancy and maintenance of such railroad, and such contract shall not be valid or effectual until it shall be ratified by the county court of the county where the land shall be situated. Railroads through Chautauqua assembly grounds. § 10. No railroad corporation shall build, construct or operate any railroad in, upon, over or through the grounds, lands or premises owned by the Chautauqua assembly corporation in the town and county of Chautauqua, without the written consent of a majority of the board of trustees of such assembly corporation. Intersection of highways additional lands for. § 11. No railroad corporation shall erect any bridge or other obstruction across, in or over any stream or lake, navigated by steam or sail boats at the place where it may be proposed to be erected, nor shall it construct its road in, upon or across any street of any city without the assent of the corporation of such city, nor across, upon or along any highway in any town or street in any incorporated village, without the order of the supreme court of the district in which such Highway or street is situated, 8 114 Eailroad Law. made at a special term thereof, after at least ten days written notice of the intention to make application for such order shall have been given to the commissioners of highways of such town, or board of trustees of the village in which such highway or street is situated. Every railroad corporation which shall build its road along, across or upon any stream, watercourse, street, highway, plankroad or turnpike, which the route of its road shall intersect or touch, shall restore the stream or watercourse, street, highway, plankroad and turnpike, thus intersected or touched, to its former state, or to such state as not to have unnecessarily im- paired its usefulness, and any such highway, turnpike or plank- road may be carried by it, under or over its track, as may be found most expedient. Where an embankment or cutting shall make a change in the line of such highway, turnpike or plankroad desir- able, with a view to a more easy ascent or descent, it may construct such highway, turnpike or plankroad, on such new line as its di- rectors may select, and may take additional lands therefor by con- demnation if necessary. Such lands so taken shall become part of such intersecting highway, turnpike or plankroad, and shall be held in the same manner and by the same tenure as the adjacent parts of the highway, turnpike or plankroad are held for highway purposes. Every railroad corporation shall pay all damages sus- tained by any turnpike or plankroad corporation in consequence of its crossing or occupation of any turnpike or plankroad, and in case of inability to agree upon the amount of such damages it may acquire the right to such crossing or occupation by con- demnation. See chap. 300, Laws of 1835; also sectiou 60 Eailroad Law. See 177 N. Y.. 337. Intersection of other railroads. § 12. Every railroad corporation, whose road is or shall be intersected by any new railroad, shall unite with the corpora- tion owning such new railroad in forming the necessary inter- sections and connections, and grant the requisite facilities there- for. If the two corporations cannot agree upon the amount of compensation to be made therefor or upon the line or lines grade or grades, points or manner of such intersections and con- Railroad Law. 115 nections, the same shall be ascertained and determined by com- missioners, one of whom must be a practical civil engineer and surveyor, to be appointed by the court, as is provided in the condemnation law. Such commissioners may determine whether the crossing or crossings of any railroad before constructed shall be beneath, at, or above the existing grade of such railroad, and upon the route designated upon the map of the corporation seek- ing the crossing or otherwise. All railroad corporations whose roads are or shall hereafter be so crossed, intersected or joined, shall receive from each other and forward to their destination all goods, merchandise and other property intended for points on their respective roads, with the same dispatch as, and at a rate of freight not exceeding the local tariff rate charged for similar goods, merchandise and other property, received at or forwarded from the same point for individuals and other cor- porations. Thus amended by chap. 676, Laws of 1892. See subdivision 5, section 4, Eailroad Law, ante; sections 35 and 68, Rail- road Law, and chap. 239, Laws of 1893, post. See 171 N. Y., 589; 75 App. Div. 412; 175 N. Y. Mem. 468; 106 App. Div. 375. Change of route, grade or terminus. § 13. Every railroad corporation, except elevated railway cor- porations, may, by a vote of two-thirds of all its directors, alter or change the route or any part of the route of its road or its termini, or locate such route, or any part thereof, or its termini, in a county adjoining any county named in its certificate of incor- poration, if it shall appear to them that the line can be improved thereby, upon making and filing in the clerk's office of the proper county a survey, map and certificate of such alteration or change. If the same is made after the corporation has commenced grading the original route, compensation shall be made to all persons for injury done by such grading to any lands donated to the corpora- tion. But neither terminus can be changed, under this section, to any other county than one adjoining that in which it was pre- viously located ; nor can the route or terminus of any railroad be so changed in any town, county or municipal corporation, 116 Kaileoad Law. which has issued bonds and taken any stock or bonds in aid of the construction of such railroad without the written consent of a majority of the taxpayers appear- ing upon the last assessment roll of such town, county or municipal corporation, unless such terminus, after the change, will remain in the same village or city as theretofore. No alteration of the route of any railroad after its construction shall be made, or new line or route of road laid out or established, as pro- vided in this section, in any city or village, unless approved by a vote of two-thirds of the common council of the city or trustees of the village. Any railroad corporation whose road as located ter- minates at any railroad previously constructed or located, whereby communication might be had with any incorporated city of the state, may amend its certificate of incorporation so as to ter- minate its road at the point of its intersection with any railroad subsequently located to intersect it, and thereby, by itself or its connection, afford communication with such city, with, the con- sent of the stockholders owning two-thirds of the stock of the corporation. Any railroad corporation may, by a vote of its directors, change the grade of any part of its road, except that in the city of Buffalo such change must conform to the general plan heretofore adopted and filed by the grade crossing com- missioners of said city, or any modification thereof, wiliin the territory covered by said general plan, in such manner as it may deem necessary to avoid accidents and facilitate the use of such road ; and it may by such vote alter the grade of its road, for such distance and in such manner as it may deem necessary, on each or either side of the place where the grade of its road has been changed by direction of the superintendent of public works, at any point where its road crosses any canal or canal feeder, except that in the city of Buffalo such change must conform to the general plan heretofore adopted and filed by the grade crossing commissioners of said city, or any modification thereof, within the territory covered by said general plan. The superin- tendent of public works shall have a general and supervisory power over that part of any railroad which passes over, or ap- Railroad Law. 117 proaches within ten rods of any canal or canal feeder belong ing to tbe state so far as may be necessary to preserve the free and perfect use of such canals or feeders, or to make any repairs, improvements or alterations, in the same. Any railroad cor- poration whose tracks cross any of the canals of the state, and the grade of which may be raised by direction of the superin- tendent of public works, with the assent of such superintendent, may lay out a new line of road to cross such canal at a more favorable grade, and may extend such new line and connect the same with any other line of road owned by such corporation upon making and filing in the clerk's oflSce of the proper county a survey map and certificate of such new or altered line. No portion of the track of any railroad, as described in its certificate of incorporation, shall be abandoned under this section. Thus amended by chap. 235, Laws of 1897. See chap. 338, Laws of 1894. See chap. 340, Laws of 1902, post. See 172 N. Y., 462. 177 N. Y., 337. Cor 'ruction of part of line in another state. § 14. Any railroad corporation, whose proposed railroad is to be built between any two points in this state, may, by a vote of two-thirds of all its directors, locate and construct a part of its road in an adjoining state; and the sections of its road within this state shall be deemed a connected line, according to the certificate of incorporation, and the directors may reduce the capital stock of the corporation to such amount as may be deemed proper, but not less than ten thousand dollars per mile for the number of miles of road to be actually constructed in this state. Two roads having the same location. § 15. If two railroad corporations for a portion of their re- spective lines embrace the same location of line, or if their lines connect, or are tributary to each other, such corporations may by agreement provide for the construction by one of them of so much of such line as is common to both, or connects with its own line, and for the manner and terms upon which 118 Railroad Law. the business thereon shall be performed, and the cor poration that is not to construct the part of the line which is common to both, may amend its certificate of incorporation, and terminate its line at the point of intersection, and may reduce its capital to a sum not less than ten thousand dollars for each mile of road proposed to be constructed in such amended certificate. Tunnel railroads. § 16. When, according to the route and plan for the building of its road, adopted by any railroad corporation, including cor- porations organized under chapter one hundred and forty of the laws of eighteen hundred and fifty, and the acts amendatory there- of, and supplementary thereto, it shall be necessary or proper to build it or any part of it underground, or to tunnel or bridge any river or waters, such corporation may enter upon, acquire title to and use such lands under water and uplands, except on or along any canals of the state, as shall be necessary for the purpose herein mentioned, and may construct, erect and secure the necessary foundations and other structures which may be required for operating and maintaining such road, or connecting the same with another, and to acquire, in the man- ner provided by law, such land or rights or easements in lands along its route, upon, over or beneath the surface thereof as may be necessary for the construction of its road and making such connections. Where such road runs underneath the ground, at such depth as to enable the corporation to tunnel the same, such tunnel shall be so built and at all times kept in such condition as to make the surface of the ground above the same and in the neighborhood thereof firm and safe for buildings and other erections thereon, and if surface excavations are made the surface shall be restored to its former condition as soon as can be done, except so far as may be actually required for ven- tilation of the tunnel beneath the same or access thereto. Such road or any part of it may be built within the limits of any city or incorporated village of this state, and run by means of a tunnel Bailboad Law. 119 underneath any of the streets, roads or public places thereof, provided such corporation shall before constructing the same underneath any such street, road or public place, have obtained the consent of the owners of one-half in value of the property bounded on the-line of such street, road or public place, and the consent of the board of trustees of the village, by a resolution adopted at a regular meeting and entered on the records of the board, or of the proper authorities of the city having control of such streets, roads or public places. If the consent of such prop- erty owners can not be obtained, the general term of the supreme court in the district in which said city or village or any part thereof is situated, may upon application appoint three com- missioners, who shall determine, after a hearing of all parties interested, whether such railroad ought to be built underneath such streets, roads or public places, or any of them, and in what manner the same may be so built with the least damage to the surface and to the use of the surface by the public and the determination of the commissioners confirmed by the court may be taken in lieu of the consent of the property owners. All rail- road corporations constructing their road under this section shall be subject to all the provisions of this chapter applicable thereto. Any other railroad corporation may connect its road therewith, at such points or places as it may elect, and where such con- nections shall be made by connecting roads, the railroad corpora- tions owning such roads shall build, at their joint expense, and for their joint use, such passenger and freight depots, and other accommodations for handling passengers and freight, as may be required for the convenience of the public. All railroad cor- porations, constructing any tunnel under this section shall be liable to any person or corporation for all damages which may be sustained by reason of the construction of such tunnel. When- ever it shall be necessary in constructing any railroad authorized by this section through any city or incorporated village, to alter the position or course of any sewer, or water or gas pipes, it shall be done at the expense of the railroad corporation under the direction- of the department or corporation having charge 120 Railroad Law. thereof, so as not to interfere with such work. In all cases the uses of streets, docks and lands beneath which such railroad is constructed, and on the route thereof and the right of way beneath the same, for the purpose of such railroad shall be con- sidered, and is hereby declared, a public use, consistent with and one of the uses for which streets and docks are publicly held. Mo public park or square in any city or village of this state shall be used or occupied by any corporation for any of the purposes of this section, and every road constructed hereunder in or through any such street or public place shall be wholly under- ground and constructed in a tunnel and not otherwise, but nothing in this section shall operate to revive any charter or franchise heretofore granted by or in the city of Brooklyn. This act does not authorize the construction of any bridge over or across the East or North Kivers. Thus amended by chap. 316, Laws of 1893. Railroads in other countries. § 17. A railroad corporation may be formed under this chap- ter for the purpose of constructing, maintaining and operating in any foreign country a railroad for public use in the transporta- tion of persons and property, or for the purpose of maintaining and operating therein any railroad already constructed, in whole or in part, for the like public use, and of constructing, mantaining and operating, in connection therewith, telegraph lines and lines of steamboats or sailing vessels. Any corporation formed for the construction and operation of a railroad by sta- tionary power, may construct, operate and maintain a railroad in any other state or country, if not in conflict with the laws thereof, but the assent of the inventors or patentees of the method of propulsion used must be first obtained in the same manner and to the same extent as would be necessary within ~ the United States. The term " foreign " in this and the next two sections of this law shall include Porto Rico. Thus amended by chap. 225, Laws of 1902. Railroad Law. 121 Additional corporate powers of such road. § 18. The corporation specified in the preceding section shall have the following additional powers : 1. To expend money in making preliminary examinations and surveys for its proposed railroad, telegraph lines, and lines of steamboats and sailing vessels, and in acquiring from foreign countries, nations or governments, the grants, concessions and privileges herein authorized. 2. To take and receive from foreign countries, nations and governments, such grants, concessions or privileges, for the con- struction, acquisition, maintenance and operation of railroads, telegraph lines and vessels, as may be consistent with the pur- poses of the corporation, and as may be granted and conceded to it, and to hold the same under such restrictions and with such duties and liabilities as may be fixed by the laws of such foreign country, nation or government, or as may be annexed to such grants or concessions. 3. To construct, acquire, maintain and operate the lines of railroad, telegraph and shipping provided for by its certificate of incorporation, and to take and hold by purchase or by volun- tary grant such real estate and other property in foreign coun- tries as may be necessary and convenient for the construction, maintenance and accommodation of such lines, and to sell, con- vey, mortgage or lease such real estate or other property; and to acquire by purchase or otherwise any railroad or lines of tele- graph constructed or in process of construction in any foreign country, and any grants, concessions, franchises, rights, privi- leges and immunities relating thereto, and to issue therefor the capital stock of the company or any part thereof at such valua- tion or valuations and on such terms as may be agreed upon, and to mortgage or sell and convey such railroad or lines of tele- graph constructed or in process of constfuction in any foreign country, and any grants, concessions, franchises, rights, privi- leges and immunities relating thereto, or any part of its prop- erty to any person or corporation created by this or any other state or foreign government, subject to the laws of the country 122 Railroad Law. or countries where such property may be, and the power of sale hereby granted shall be exercised only by a majority of the entire board of directors of the corporation, with the written concur- rence of the holders of two-thirds in amount of its capital stock. 4. To take and convey persons and property on its trans- portation lines by the power or force of steam or of animals, or by mechanical or other power, and receive compensation there- for subject to the laws of the place or country where the same are situated. 5. To acquire and use such real estate and other property in this state as may be necessary in the conduct of its business, but the value of such real estate held at any one time shall not= exceed the sum of one million dollars. Thus amended by chap. 504, Laws of 1897. Location of principal office of such road. § 19. Every such corporation shall maintain its principal ofiBce within this state and shall have during business hours, an officer or agent upon whom service of process may be made, and shall hold in this state at least one meeting of the stockholders in each year for the choice of directors, which shall be known as the annual meeting and be held at the time and place fixed by the by-laws of the corporation. Thus amended by chap. 676, Laws of 1892. Individual, joint stock association, or other corporation may lay down and maintain railroad tracks in certain cases. § 20. Any individual, joint stock association or corporation, engaged in any lawful business in this state, may, except in any city of the state, lay down and maintain such railroad tracks on or across any street or highway, not exceeding three miles in length, as shall be necessary for the transaction of its business, and to connect any place of business owned by them with the track of any railroad corporation, and render such place of busi- ness more accessible to the public, upon obtaining the written consent of the owners of all the lands bounded on and of the local authorities having control of that portion of the street or Bailboad Law. 123 highway, upon which it is proposed to construct or operate such railroad. If the consent of such property owners cannot be obtained, the general term of the supreme court of the depart- ment in which such railroad is to be constructed, may upon application, appoint three commissioners, who shall determine, after a hearing of all parties interested, whether such railroad ought to be constructed or operated, and the amount of dam- ages, if any, to be paid to such property owners, and their deter-' mination confirmed by the court may be taken in lieu of the consent of the property owners. But no such railroad shall be so located, graded, built or operated as to interfere with or obstruct the traveled part of any highway, or its use as a high- way, or the use of any street or highway intersecting the same. See chap. 300, Laws of 1835. Powers of electric light and power corporations. § 21. Whenever all of the stockholders of any domestic elec- tric light and power company, incorporated under a general or special law, having not less than five stockholders, and actually engaged in carrying on business in this state, shall execute and file, in the offices in which its original certificates of incorpora- tion are filed, an amended certificate of incorporation, comply- ing in every other respect than as to the number of signers and directors, who shall not be less than five, with the provisions of the railroad law, and in which certificate the corporate name of such corporation shall be amended by adding before the word " company," in its corporate name, the words, " and railroad," or the words, " railroad and land," such corporation shall have the right to build, maintain and operate by electricity as a motive power, a railroad or railroads, not exceeding twenty-five miles in length, and within that distance from the power station, and shall also have the right to acquire the property and fran- chises of a railroad company or companies owning such a rail- road or railroads, already constructed, and so operated, and to maintain and operate the same, provided that the directors of such railroad company or companies and all of its or their stock- holders shall first have assented in writing to the transfer of the 124 Railroad Law. property and franchises of such railroad company or companies, to such corporation; in which event and by the filing of such assent of directors and stockholders in the offices where the cer- tificates of incorporation of the railroad company or companies were required to be filed, the rights, property and franchises of such railroad company or companies shall be transferred to, and shall vest in such corporation, and such corporation so acquir- ing such railroad or railroads shall be subject to all the pro- visions of chapter thirty-nine of the general laws with respect to the railroad property or properties and franchises, and shall have all the powers, rights and privileges conferred by said chap- ter upon railroad corporations; provided^that no such corpora- tion shall construct any railroad which is in whole or in part a street surface railroad without complying with the provisions of article four of the railroad law. Upon filing such certificate, such corporation shall also have the right to acquire by gift or by voluntary purchase and sale land not exceeding two thousand acres along the line of, or contiguous to, said railroad, and to hold, improve, lease or sell same. Whenever any such corpora- tion shall furnish power to any water-works corporation carry- ing on its business in the county, or in a county adjoining that in which the operations of such corporation are carried on, it may acquire the shares of the capital stock of said water-works corporation, and, if such corporation shall become the owner of all the stock of said water-works corporation, it may, on execut- ing and filing a certificate in accordance with the requirements of section fifty-eight of the stock corporations law, become pos- sessed of all the estate, rights, property, privileges and fran chises of such water-works corporation, with the effect provided. in said section fifty-eight. This section shall not confer any powers upon any corporation located in, or authorize the con- struction, maintenance or operation of a railroad in a city of the first or second class, except in that part of any city of the first class which is or may be situate in a county of less than one liundred thousand inhabitants, according to the last preceding enumeration for the national census. Thus amended by chap. 731, Laws sf 1901. Railroad Law. 125 •§ 21. Any corporation, whose railroad is or shall be not ' longer than sixteen miles and is or shall be in large part intended for or used in summer travel or the convenience of summer sojourners need not operate its road beyond the months of June, July, August and September, inclusive. The motive power may be electricity. If the road be not longer than ten miles, such cor- poration may fix and collect fare for transporting each passenger, together with ordinary baggage, if any, not to exceed fifteen cents for each mile and fraction thereof. This section added by chap. 700, Laws of 1892. See sections 37 and 55, Railroad Law, post. Substituted lines in cases of eminent domain. § 22. Where a portion of a steam surface railroad or branch thereof, shall be specifically authorized by statute to be taken for any other public use, and such portion lies wholly outside of any city, any corporation owning or operating such portion may locate, as provided in section six of this article, and may construct and operate, in substitution for such portion, and with proper connections with the former line, a new line of steam surface railroad, wholly or partly in the same or any adjoining county, and wholly outside of any city, and not exceeding twenty- five miles in length, in the manner, with the powers and subject to the limitations and requirements provided in this chapter with respect to steam surface railroads. This section added by chap. 656, Laws of 1898. § 23. Section twenty-four of the stock corporation law does not apply to a railroad corporation. This section added by chap. 80, Laws of 1898. Section 24, Stock Corporation Law, repealed by chap. 354, Laws of 1901. *So in the originaL 126 Railroad Law. ARTICLE II. Construction, Operation and Management. Section 30. Liability of corporation to employes of contractor. 31. Weight of rail. 32. Fences, farm-crossings and cattle-guards. 33. Sign boards and flagmen or gates at crossings. 34. Notice of starting trains; no preferences. 35. Accommodation of connecting roads. 36. Locomotives 'must stop at grade crossings; interlocking devices at street and steam railroad grade crossings. 37. Eates of fare. 38. Legislature may alter or reduce fare; anti-ticket scalping act. 39. Penalty for excessive fare. 40. Passenger refusing to pay fare may be ejected. 41. Sleeping and parlor cars. 42. Persons employed as drivers, conductors, motormen or gripmen. 42a. Employers' liability. 43. Conductors and employes must wear badges. 44. Checks for baggage. 45. Penalties for injury to baggage. 46. Unclaimed freight and baggage. 47. Tickets and checks for connecting steamboats. 48. Eights and liabilities as common carriers. 49. Duties imposed: 1. Switches. 2. Warning signals. 3. (Eepealed.) 4. Automatic couplers. 5. Automatic or other safety brake. 6. Tools in passenger cars. 7. Water. 49a. Inspection of locomotive boilers. 49b. State inspector of locomotive boilers. 50. Eailroad commissioners may approve other safeguards. 51. Use of stoves or furnaces prohibited. 52. Canada thistles to be cut. 53. Eiding on platfjjrm; walking along track. 54. Corporations may establish ferries. 55. Certain railroads may cease operations in winter. 56. Mails. 57. Corporations must make annual and quarterly and fnrther reports. Railroad Law. 127 Section 58. Policemen. 59. Eequisites to exercise of powers of future railroad corporations. 59a. Eailroad commissioners may certify part of the route of a street surface railroad; power to revoke certificates; street surface railroad extension. 59b. Revocation of certificate under certain circumstances. 60-69. Grade Crossing Law. Liability of corporation to employes of contractor. § 30. An action may be maintained against any railroad cor poration by any laborer for the amount due him from any con- tractor for the construction of any part of its road, for ninety or any less number of days' labor performed by him in constructing such road, if within twenty days thereafter a written notice shall have been served upon the corporation, and the action shall have been commenced after the expiration of ten days and within six months after the service of such notice, which shall contain a statement of the month and particular days upon which the labor was performed and for which it was unpaid, the price per day, the amount due, the name of the contractor from whom due, and the section upon which performed, and shall be signed by the laborer or his attorney and verified by him to the effect that of his own knowledge the statements contained in it are true. The notice shall be served by delivering the same to an engineer, agent or superintendent having charge of the sec- tion of the road, upon which the labor was performed, person- ally, or by leaving it at his office or usual place of business with some person of suitable age or discretion ; and if the corporation " has no such agent, engineer or superintendent, or in case he cannot be found and has no place of business open, service may in like manner be made on any officer or director of the cor- poration. See chap. 392, Laws of 1875, post; see sections 48, 54 and 62, Stock Cor- poration Law, ante; see section 8, Labor Law, chaps. 418 and 419, Laws of 1897, post. Weight of rail. § 31. The rail used in the construction or the relaying of the track of every railroad hereafter built or relaid in whole or in 128 Railroad Law. part shall be of iron or steel, weighing not less than twenty-five pounds to the lineal yard on narrow gauge roads, and on all otier roads not less than fifty-six pounds to the lineal yard on grades of one hundred and ten feet to the mile or under, and not less than seventy pounds to the lineal yard on grades of over one hundred and ten feet to the mile, except for turnouts, sidings and switches. Fences, farm-crossings and cattle-guards. § 32. Every railroad corporation, and any lessee or other per- son in possession of its road, shall, before the lines of its road are opened for use, and so soon as it has acquired the right of way for its roadway erect and thereafter maintain fences on the sides of its road of height and strength suflScient to prevent cattle, horses, sheep and hogs from going upon its road from the adjacent lands with farm crossings and openings with gates therein at such farm crossings whenever and wherever rea- sonably necessary for the use of the owners and occupants of the adjoining lands, and shall construct where not already done, and hereafter maintain, cattle-guards at all road crossings, suit- able and suflScient to prevent cattle, horses, sheep and hogs from going upon its railroad. So long as such fences are not made, or are not in good repair, the corporation, its lessee or other person in possession of its road, shall be liable for all damages done by their agents or engines or cars to any domestic animals thereon. When made and in good repair, they shall not be liable for any such damages, unless negligently or willfully done. A suflScient post and wire fence of requisite height shall be deemed a lawful fence within the provisions of this section, but barbed wire shall not be used in its construction. No railroad need be fenced, when not necessary to prevent horses, cattle, sheep and hogs from going upon its track from the adjoining lands. Every adjoining land owner, who, or whose grantor, has received compensation for fencing the line of land taken for a railroad, and has agreed to build and maintain a lawful fence along such line, shall build and main- Railroad Law. 129 lain such fence. If such owner, his heir or assign shall not build such fence, or if built, shall neglect to maintain the same during the period of thirty days after he has been notified so to do by the railroad corporation, such corporation shall there- after build and maintain such fence, and" may recover of the person neglecting to build and maintain it the expense thereof. And when such railroad shall cross timbered or forest lands, the company shall construct and maintain suitable and sufficient crossings, whenever and wherever reasonably necessary to enable the respective owners of said lands, to transport logs, timber and lumber for manufacture or sale, or for banking on any stream, to be floated or driven down the same. In case of any neglect or dispute the supreme court may by mandamus or other appropri- ate proceedings, compel the same, and also fix the point or loca- tion of any such crossing. Thus amended by cliap. 676, Laws of 1892. See 44 Misc. Ill, 345. Sign boards and flagmen or gates at crossings. § 83. Every railroad corporation shall cause a sign board to be placed, well supported and constantly maintained, at every crossing where its road is crossed by a public highway at grade. Such sign board shall be of a shape and design to be approved by the board of railroad commissioners, and shall have suitable words painted thereon to warn travelers of the existence of such grade crossing. The board of railroad commissioners shall have power to prescribe the location and elevation of such sign and the words of warning thereon. The commission may dispense with the use of such sign boards at such crossings as they may designate in cities and villages. At any point where a railroad crosses a street, highway, turnpike, plank-road, or traveled way at grade, or where a steam railroad crosses a horse railroad at grade, and the corporation owning or operating such railroad, refuses, upon request of the local authorities, to station a flagr man or erect gates, to be opened and closed when an engine or train passes, the supreme court or the county court, may, upon 9 130 Railroad Law. the application of the local authorities and upon ten days' notice to the corporation, order that a flagman be stationed at such point, or that gates shall be erected thereat, and that a person be stationed to open and close them when an engine or train passes, or may make such other order respecting the same as it deems proper. Whenever the crossing by a railroad at grade of the streets, highways, turnpike, plank-roads, or traveled ways of any village or city, having a population by the last state or federal enumeration of less than fifty thousand, shall be protected by gates with persons to open and close the same, when an engine or train passes, the local authorities of the city or village shall not impose any limitation, less than forty miles an hour, on the rate of speed at which such engine or train shall be run, or enforce any existing limitation upon such rate of speed, less than forty miles an hour. Thus amended by chap. 301, Laws of 1901. See sections 36 and 68, Eailroad Law. Notice of starting trains; no preferences. § 34. Every railroad corporation shall start and run its cars for the transportation of passengers and property at regular times, to be fixed by public notice, and shall furnish sufficient accommodations for the transportation of all passengers and property which shall be oifered for transportation at the place of starting, within a reasonable time previously thereto, and at the junctions of other railroads, and at the usual stopping places established for receiving and discharging way passengers and freight for that train; and shall take, transport and discharge such passengers and property at, from and to, such places, on the due payment of the fare or freight legally authorized there- for. No station established by any railroad corporation for the reception or delivery of passengers or property, or both, shall be discontinued without the consent of the board of railroad commissioners first had and obtained. No preference for the transaction of the business of a common carrier upon its cars, or in its depots or buildings, or upon its grounds, shall be granted Railroad Law. 131 by any railroad corporation to any one of two or more persons, associations or corporations competing in the same business, or in the business of transporting property for themselves or others. Any such station in an incorporated village shall have the same name as the village; if any road shall have more than one such station in any such village the station nearest the geographical center thereof shall have such name. , Thus amended by chap. 676, Laws of 1892. See 92 App. Div. 584; 181 N. Y. Mem. 533. Accommodation of connecting roads. § 35. Every railroad corporation whose road, at or near the same place, connects with or is intersected by two or more rail- roads competing for its business, shall fairly and impartially afford to each of such connecting or intersecting roads equal terms of accommodation, privileges and facilities in the trans- portation of cars, passengers, baggage and freight over and upon its roads and over and upon their roads, and equal facilities in the interchange and use of passenger, baggage, freight and other cars required to accommodate the business of each road, and in furnishing passage tickets to passengers who may desire to make a continuous trip over any part of its roads and either of such connecting roads. The board of railroad commissioners may, upon application of the corporation owning or operating either of the connecting or intersecting roads, and upon fourteen days' notice to the corporation owning or operating the other road, prescribe such regulations as will secure, in their judgment, the enjoyment of equal privileges, accommodations and facilities to such connecting or intersecting roads as may be required to accommodate the business of each road, and the terms and con- ditions upon which the same shall be afforded to each road. The decision of the commissioners shall be binding on the parties for two years, and the supreme court shall have power to compel the yterformance thereof by attachment, mandamus, or otherwise. See section 12, Railroad Law. nnte. See 171 N. Y., 589; 75 App. Div. 412; 175 N. Y. Mem. 468. 132 Railroad Law. Locomotives must stop at grade crossings; interlocking devices at street and steam railroad grade crossings. § 36. All trains and locomotives on railroads crossing each other at grade shall come to a full stop before crossing, not less than two hundred or more than eight hundred feet from the crossing, and shall then cross only when the way is clear and upon a signal from a watchman stationed at the crossing. If the corporations can not agree as to the expense of the watch- man, it s'hall be determined by the supreme court, upon motion thereto by either of them. If the corporations . disagree as to the precedence of trains, the board of railroad commissioners may, after hearing, upon the application of either corporation, prescribe rules in relation thereto. The full stop and crossing on signal may be discontinued if the board of railroad commis- sioners sliall decide it to be impracticable, or if, with the approval of the commissioners, an interlocliing switch and signal apparatus [?. adopted and put in operation as * such a crossing. The full stop and crossing on signal shall not be required in depot yards, or the approaches thereto, if the crossing roads are under lease or subject to the same management or control in the use of tracks. An engineer, violating the foregoing provisions of this section, or any such rule of the railroad commissioners, shall be liable to a penalty of one hundred dollars; and any corporation or person operating the railroad, violating any of such provisions or rules shall be liable to a penalty of five hundred dollars. The board of railroad commissioners may, whenever in its judgment the public safety requires the erection of interlocljing switch and signal devices at points where steam and street surface railroads inter- sect at grade, direct the erection of such devices and apportion the expense of construction, operation and maintenance thereof between the companies affected thereby. No railroad corpora- tion, or any officer, agent or employe thereof, shall stop its cars, horses, or locomotives upon a grade crossing of a rail- road of another corporation, for the purpose of receiving or deliv- *So in the original. Railroad Law. 133 ering passengers or freight, or other purpose, and any person or corporation violating this provision, shall be liable to a penalty of two hundred and fifty dollars. Thus amended by chap. 466, Laws of 1898. See sections 33 and. 68, Railroad Law. Rates of fare. § 37. Every railway corporation may fix and collect the fol- lowing rates of fare as compensation to be paid for transporting any passenger and his baggage, not exceeding one hundred and fifty pounds in weight, for each mile or fraction of a mile. 1. Where the motive power is rope or cable, propelled by sta- tionary power, five cents, with right to a minimum fare of ten cents; but if the railroad is less than two miles in length, and overcomes an elevation of five hundred feet or more to the mile, five cents for each one hundred feet of elevation so overcome, and the same rates of fare if the motive power is locomotives, furnished with cogs working into cogs on the railway, and the length of road does not exceed four miles. 2. If a road, not incorporated prior to May 15, 1879, and nOt located in the counties of New York and Kings, or within the limits of any incorporated city, and not more than twenty-five miles in length, five cents; if over twenty-five and not more than forty miles, four cents; and if over forty miles, three cents. Where by the laying down of a third rail upon a railroad of the ordinary gauge, a narrow-gauge track is created and used for the transportation of passengers, and the length of road does not exceed six miles, including any connecting road of the same gauge, such railroad, for the purpose of fare, shall be deemed a narrow gauge road. 3. If its railroad overcomes an elevation of two hundred feet to the mile, for at least two consecutive miles, and does not exceed twenty miles in length, ten cents; if it overcomes an elevation exceeding three hundred feet to the mile, within a -distance of two miles, five cents for each one hundred feet ot elevation; and where it overcomes an elevation of more than one thousand feet, within a distance of two miles, seven cents for each one hundred feet of elevation in a mile. 134 Railroad Law. » 4. If the line of its road does not exceed fifteen miles in length, and does not enter or traverse the limits of any incor- porated city, and the distance traveled thereon by the passengei' does not exceed one mile, five cents. 5. In all other cases, three cents for every such mile or frac- tion thereof, with a right to a minimum single fare of not less than five cents. This chapter shall not be construed to allow any rate of fare for way passengers greater than two cents per mile to be charged or taken over the track or tracks of the railroad known as the New York Central Railroad Company, and the rate of fare for way passengers over the track or tracks of such company shall continue to be two cents per mile and no more, wherever it is restricted to that rate of fare, nor shall any consolidated railroad corporation charge a higher rate of fare per passenger per mile, upon any part or portion of the consolidated line than was allowed by law to be charged by each existing corporation thereon jireviously to such consolidation. * Thus amended by eliap. 676, Laws of 1892. As tp rate of fare for emigrants, see chap. 474, Laws of -1855, and § 620, Penal Code, post. See, also, chap. 228, Laws of 4857, and chap. 38, Laws of 1889, post. See, also § 21, Railroad Law, ante. See also chap. 1027, Laws of 1895, post. Legislature may alter or reduce fare ; anti-ticket scalping act. § 38. The legislature may, when any such railroad shall be opened for use, from time to time, alter or reduce the rate of freight, fare or other profits upon such road; but the same shall not, without the consent of the corporation, be so reduced as to produce with such profits less than ten per centum per annum on the capital actually expended ; nor unless on an examination of the amounts received and expended, to be made by the board of railroad commissioners they shall ascertain that the net income derived by the corporation from all sources, for the year then last past, shall have exceeded an annual income of ten per centum upjon the capital of the corporation actually expended. No person shall issue or sell, or offer to sell any passage ticket or instrument giving or purporting to give any right,"either absolute Railroad Law. 13u or upon any condition or contingency to a passage or convey- ance upon any vessel or railway train, or for a berth or state room in any vessel unless he is an authorized agent of the owners or consignees of such vessel or of the company running such trains, excepting as allowed by sections pix hundred and twenty- two and six hundred and twenty-three of the penal code; and no person is deemed an authorized agent of such owners, con- signees or company unless he has received a certificate of authority in writing therefor, specifying the name of the com- pany, line, vessel or railway for which he is authorized to act as agent, and the city, town or village, together with the street and street number in which his oflSce is kept for the sale of tickets; and no general passenger agent or other ofiScer of a common car- rier whose duty it may be to supply tickets to the agents of said common carrier for sale to the public shall supply tickets for sale to any persons other than such regularly authorized agents or persons specified in sections six hundred and twenty-two and six hundred and twenty-three of the penal code. Thus amended by chap. 639, Laws of 1901. As to unconstitutionality of chap. 639, see 168 N. Y., p. 671. See sections 615, et seq.. Penal Code, post. Penalty for excessive fare. § 39. Any railroad corporation, which shall ask or receive more than the lawful rate of fare, unless such overcharge was made through inadvertence or mistake, not amounting to gross negligence, shall forfeit fifty dollars, to be recovered with the excess so received by the party paying the same; but no action can be maintained therefor, unless commenced within one year after the cause of action accrued^ Passenger refusing to pay fare may be ejected. § 40. If any passenger shall refuse to pay his fare the con- ductor of the train, and the servants of the cor/joration, may put him and his baggage out of the cars, using no unnecessary force, 136 Railroad Law. on stopping the train, at any usual stopping place, or near any dwelling house, as the conductor may elect. Sleeping and parlor cars. § 41. Any railroad corporation may contract with any per- son, association or corporation for the hauling by the special or regular trains of said railroad corporation, the parlor, drawing- room or sleeping car or cars of such person, association or corpo- ration, in which extra accommodations shall be furnished, for which said peYson, association or corporation furpishing such parlor, drawing-room or sleeping car or cars, may charge for the carriage and transportation of persons and property therein, a reasonable compensation for such extra accommodation, in addition to the fare and charges now allowed by law for the carriage and transportation of passengers and property in the ordinary cars of said railroad corporation. But said railroad corporation so contracting shall be liable in the same way and to the same extent as if the said car or cars were owned by it, and shall furnish sufiBcient ordinary cars for the reasonable accommo- dation of the traveling public. Thus amended by chap. 676, Laws of 1892. Persons employed as drivers, conductors, motormen or gripmen. § 42. Any railroad corporation may employ any inhabitant of the State, of the age of twenty-one years, not addicted to the use of intoxicating liquors, as a car driver, conductor, motorman or gripman, or in any other capacity, if fit and competent there- for. All applicants for positions as motormen or gripmen on any street surface railroad in this State shall be subjected to a thorough examination by the ofiflcers of the corporation as to their habits, physical ability and intelligence. If this examina- tion is satisfactory, the applicant shall be placed in the shop or power house where he can be made familiar with the power and machinery he is about to control. He shall then be placed on a car with an instructor, and when the latter is satisfied as to the applicant's capability for the position of motorman or Eaileoad Law. 137 gripman, he sliall so certify to tlae ofQcers of the company, and, if appointed, the applicant shall first serve on the lines of least travel. Any violation of the provisions of this section shall be a misdemeanor. Thug amended by chap. 513, Laws of 1895. See section 420, Penal Code, post; also section 41, chap. 112, Laws of 1896, post; also chap. 415, Laws of 1897, post; also section 56, Code of Criminal Procedure, and section 29, Rapid Transit Act, post. Employers' liability. § 42-a. In all actions against a railroad corporation, foreign or domestic, doing business in this state, or against a receiver thereof, for personal injury to, or death resulting from personal injury of any person, ■while in the employment of such 'corpora- tion, or receiver, arising from the negligence of such corporation or receiver or of any of its or his officers or employees, every employee, or his legal representatives, shall have the same rights and remedies for an injury, or for death, suffered by him, from the act or omission of such corporation or receiver or of its or his officers or employees, as are now allowed by law, and, in addition to the liability now existing by law, it shall be held in such actions that persons engaged in the service of any railroad corporation, foreign or domestic, doing business in this state, or in the service of a receiver thereof, who are entrusted by such corporation or receiver, with the authority of super- intendence, control or command of other persons in the employment of such corporation or receiver, or with the author- ity to direct or control any other employee in the performance of the duty of such employee, or who have, as a part of their duty, for the time being, physical control or direction of the move- ment of a signal, switch, locomotive engine, car, train or tele- graph office, are vice-principals of such corporation or receiver, and are not fellow-servants of such injured or deceased employee. If an employee, engaged in the service of any such railroad cor- poration, or of a receiver thereof, shall receive any injury by rea- son of any defect in the condition of the ways, works, machinery, plant, tools or implements, or of any car, train, locomotive or attachment thereto belonging, owned or operated, or being run 138 Railkoad Law. ^ and operated by such corporation or receiver, when such defect could have been discovered by such corporation or receiver, by reasonable and proper care, tests or inspection, such corporation or receiver, shall be deemed to have had knowledge of such defect before and at the time such injury is sustained; and when the fact of such defect shall be proved upon the trial of any action in the courts of this state, brought by such employee or his legal representatives, against any such railroad corporation or receiver, on account of such injuries so received, the same shall be prima facie evidence of negligence on the part of such corporation or receiver. This section shall not affect actions or_ causes of action now existing; and no contract, receipt, rule or regulation, be- tween an employee and a railroad corporation or receiver, shall exempt or limit the liability of such corporation Oir receiver from the provisions of this section. Added by chap. 657, Laws of 1906. See chap. 600, Laws of 1902, post; see 87 App. Div. 631; 178 N. Y. 147; 90 App. Div. 577; 181 N. Y. 519; see provisions of Interstate Commerce Brakes and Couplers' Act, post. Conductors and employes must wear badges. § 43. Every conductor and employe of a railroad corporation employed in a passenger train, or at stations for passengers, shall wear upon his hat or cap a badge, which shall indicate his ofBce or employment, and the initial letters of the corporation employ- ing him. No conductor or collector without such badge shall demand or receive from any passenger any fare or ticket or exercise any of the powers of his employment. No officer or employe without such badge shall meddle or interfere with any passenger, his baggage or property. Thus amended by chap. 676, Laws of 1892. See section 425, Penal Code, post. Checks for baggage. § 44. A check, made of some proper substance of convenient size and form, plainly stamped with numbers, and furnished with a convenient strap or other appendage for attaching to baggage, shall be afiflxed to every piece or parcel of baggage when taken for transportation for a passenger by the agent or Railroad Law. 139 employee of such corporation, if there is a liandle, loop or fixture therefor upon the piece or parcel of baggage, and a duplicate thereof given to the passenger or person delivering the same to him. If such check be refused on demand the corporation shall pay to the passenger the sum of ten dollars, and no fare shall be collected or received from him ; and if he shall have paid his fare it shall be refunded to him by the conductor in charge of the train. Such baggage shall be delivered, without unnecessary delay, to the passenger or any person acting in his behalf, at the place to which it was to be transported, where the cars usually stop, or at any other regular intermediate stopping place upon notice to the baggage-master in charge of baggage on the train of not less than thirty minutes, upon presentation of such dupli- cate check to the ofiflcer or agent of the railroad corporation, or of any corporation, over any portion of whose road it was trans- ported. Bicycles are hereby declared to be and be deemed bag- gage for the purposes of this article and shall be transported as baggage for passengers by railroad corporations and subject to the same liabilities, and no such 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. Thus amended by chap. 388, Laws of 1902. Penalties for injuries to baggage. § 45. Any person, whose duty it is for or on behalf of the common carrier to handle, remove, or care for the baggage of passengers, who shall recklessly or willfully injure or destroy any trunk, valise, box, bag, package or parcel, while loading, unload- ing, transporting, delivering or storing the same, or any railroad corporation, which shall knowingly keep in its employment any such willful or reckless person, or which shall permit any in- jury or destruction of such property, through failure to provide suflBcient help and facilities for the handling thereof, shall pay to the party injured thereby the sum of fifty dollars, in addition to such damages. 140 K41LROAD Law. Unclaimed freight and baggage. § 46. Every railroad or other transportation corporation, doing business in this state, which shall have unclaimed freight or baggage, not live stock or perishable, in its possession for the period of sixty days, may deliver the same to any warehouse company, or person or persons engaged in the warehouse busi- ness, within this state, and take a warehouse receipt for the storage thereof. Upon such delivery and upon taking such warehouse receipt, every such railroad or other transportation corporation shall be discharged of all liability in respect to any such unclaimed freight or baggage from and after such delivery. At any time within two years after such delivery, such railroad, or other transportation corporation shall surrender and transfer such warehouse receipt to the owner of any such unclaimed freight or baggage upon demand, and upon payment of all charges and expenses for transportation and storage then due, if any, to any such railroad or other transportation corporation. In case any such railroad or other transportation company shall have had unclaimed freight or baggage, not live stock or perish- able, in its possession for a period of one year and shall not have delivered the same to a warehouse company or person or persons engaged in the warehouse business as above provided, then such railroad or other transportation company may proceed to sell the same at public auction, and out of the proceeds may retain the charges of transportation, handling and storage of such unclaimed freight or baggage, and the expenses of advertising and sale thereof ; but no such sale shall be made until the expira- tion of four weeks from the first publication of notice of such sale, to be published weekly in a newspaper published in or nearest the town or city to which such unclaimed freight or baggage was consigned, or at which it was directed to be left, nnd also at the town or city where such sale is to take place; and said notice shall contain a general description of Buch unclaimed freight or baggage, the name of the shipper thereof, if known, and a statement of the consignment thereof, whether to Railroad Law. 141 a designated consignee or to order, if known, or the place, at which the same was to be left, as near as may be; and the ex- penses incurred for advertising shall be a lien upon such unclaimed freight or baggage in a ratable proportion, according to the value of each article, package or parcel, if more than one. Such railroad or other transportation company shall make an entry of the balance of the proceeds of the sale, if any, of the unclaimed freight or baggage consigned to the same consignee or covered by each consignment, as near as can be ascertained, and at any time within five years thereafter, shall refund any surplus so retained to the owners of such unclaimed freight or (baggage, his personal representatives or assigns, on satisfactory proof of such ownership. In case such balance shall not be claimed by the rightful owner within five years after the sale as above specified, then it shall be paid to the county treasurer, for the use of the county poor of the county where the sale is made. Unclaimed live stock and perishable freight or baggage may be sold by any such railroad or other transportation corporation without notice, as soon as it can be, upon the best terms that can be obtained. All moneys arising from the sale of any such unclaimed live stock, perishable freight or baggage, after deduct- ing therefrom all charges and expenses for transportation, stor- age, keeping, commissions for selling the property, and any amount previously paid for its loss or non-delivery, shall be deposited by the corporation making such sale with a report thereof, and proof that the property was live stock or perishable freight, with the comptroller for the benefit of the general fund of the state, and shall be held by him in trust for reclamation by the person or persons entitled to receive the same. Thus amended by chap. 582, Laws of 1899. See chap. 488, Laws of 1899 and chap. 313, Laws of 1901, post. Tickets and checks for connecting steamboats. § 47. The proprietors of any line of steamboats, teriTunating or stopping for passengers at any place where a railroad corpora- tion has^ a depot or station, may furnish tickets and baggage 142 Railroad Law. checks to such corporation for the use of passengers, travelini; over its road, who desire to connect with such line of boats at any such place, and the railroad corporation shall sell such tickets and deliver a duplicate of one of such checks to anv such passenger applying therefor, and shall account for and pav over to the proprietor of such line of boats all moneys received by it for the sale of such tickets ; and any such railroad corpoi'a tion may furnish tickets and checks for baggage to the proprie tors of any such line of steamboats for the use of passengers traveling over any part of such line of boats, who desire to con nect with the railroad of any such corporation at any such place, and such proprietors shall sell such tickets and deliver a dupli- cate of one of such checks to any such passenger applying therefor, and shall account for and pay over to such corporation all moneys received by them for the sale of such tickets. No greater rate of fare shall be charged by any railroad corporation to any such passenger for the distance traveled over its road than is charged to travelers for the same distance whose trip ends at the place where connection is made with any such line of boats, and no greater rate of fare shall be charged by the pro- prietors of any such steamboat line to any such passenger for the distance traveled over its line, than is charged to travelers for the same distance whose trip ends at the place where con- nection is made with any such railroad. Any additional cost of transfer of a passenger or his baggage from railroad depot or station to steamboat landing, or from steamboat landing to depot or station, shall be borne by the passenger or the proprietors of the steamboat line or the railroad corporation at whose instance or for whose benefit such tranfer is made. Every railroad cor- poration and the proprietors of any line of steamboats, their agents or servants, who shall neglect or refuse to sell tickets or furnish a check to any passenger applying for the same, when the same shall have been furnished to. them, shall pay to such passenger the sum of ten dollars, and no fare or toll shall be col- lected from him for riding over such road or upon such boats, as the case may be; and in addition thereto any railroad corporation Ra I lroad La w. 143 so neglecting or refusing, shall pay tlie proprietors of such line of boats two hundred and fifty dollars for each day it shall so neglect or refuse; and the proprietors of any such line of boats so neglecting or refusing, shall pay to such railroad corporation a like sum for each day they shall so neglect or refuse. Every such railroad corporation shall also receive any freight which shall be delivered at any station on the line of its road. marked to go by way of boat or any particular line of boats from any station on its road at which such boat or line of boats ternii nates or stops for freight, and shall transport such freight with all convenient speed to such station, and on its arrival there cause the proprietors of the steamboat line by which it is directed to be sent, or their agent, to be notified of such arrival, and shall deliver such freight to such proprietors or their agent with the bill of charges thereon due such railroad corporation, for the payment of which charges the proprietor or proprietors of such steamboat line shall be responsible, and shall account for and pay the same to such railroad corporation on demand. The railroad corporation shall not charge for the transportation of such freight over its road any greater sum pro rata than it charges for carrying the same kind of freight the same distance over its road, if it was to be transported by such corporation by rail to its final destination, or to the terminus of the road of such corporation in case it terminates before such final destina- tion is reached. Any freight delivered by the proprietors of any steamboat or steamboat line, or their authorized agent, at any station, at a place where such steamboat or steamboats have a landing, to any such railroad corporation, for transportation over its road or any part thereof, shall be transported by such corpora- tion to its place of destination for the same price pro rata which would be charged for the same kind of freight the same distance over its road, if the same had been taken on at the point of first, shipment by boat, or at the terminus of the road of such corpora- tion, in case it does not extend to the point of first shipment. 144 Bailboad Law. Rights and liabilities as common carriers, § 48. Every railroad corporation doing business in this stato shall be a common carrier. Any one of two or more corporations owning or operating connecting roads, within this state, or partly within and partly without the state, shall be"~ liable as a common carrier, for the transportation of passengers or delivery of freight received by it to be transported by it to any place on the line of a connecting road; and if it shall become liable to pay any sum by reason of neglect or misconduct of any other corporation it may collect the same of the corporation by reason of whose neg lect or misconduct it became liable. Thus amended by chap. 676, Laws of 1892. See section 12, Eailroad Law, ante; sections 381 and 383, Penal Code, Switches; warning signals; automatic couplers; automatic or other safety brake; tools in passenger car; water, § 49. It shall be the duty of every railroad corporation oper- ating its road by steam: 1. To lay, in the construction of new and in the renewal of existing switches, upon freight or- passenger main line tracks, switches on the principle of either the so-called Tyler, Wharton, Lorenze, or split-point switch, or gome other kind of safety switch, which shall prevent the derailment of a train, when such switch is misplaced or a switch interlocked with dis tant signals. 2. To erect and thereafter maintain such suitable warning signals at every road, bridge, or structure which crosses the ■railroad above the tracks, where such warning signals may be necessary, for the protection of employes on top of cars from injury. Subdivision 3, relating to guard posts, repealed by chap. 740, Laws of 1900, but see section 424, Penal Code, -post. 4. To use upon every new freight car, built or purchased for use, couplers which can be coupled and uncoupled automatically, without the necessity of having a person guide the link, lift the pin by hand, or go between the ends of the cars. Railroad Law. 145 5. To attach to every car used for passenger transportation an automatic air-brake or other form of safety-power brake, applied from the locomotive, excepting cars attached to freight trains, the schedule rate of speed of which does not exceed twenty miles an hour. 6. To provide each closed car in use in every passenger train owned or regularly used upon a railroad, with one set of tools, consisting of an axe, sledge hammer, crowbar and hand saw and such other or additional tools as the board of railroad com- missioners may require, to be placed where directed by the board of railroad commissioners. Subdivision 6 thus amended by chap. 521, Laws of 1898. 7. To provide, in each passenger car, where the line of road shall exceed forty continuous miles in length, a suitable recep tacle for water, with a cup or drinking utensil attached upon or near such receptacle, and to keep such receptacle, while the car is in use, constantly supplied with cool water. , Every corporation, person or persons, opeEating such railroad, and violating any of the provisions of this section, except sub- division seven, shall be liable to a penalty of one hundred dollars for each offense, and the further penalty of ten dol lars for each day that it shall omit or neglect to comply witli any of such provisions. For every violation of the provisions of the seventh subdivision of this section every such cor- poration shall be liable to a penalty of twenty-five dollars for each offense. As to automatic brakes and couplers, see, also, chaps. 543 and 544, Law> 1893, post. See section 424, Penal Code, post. Inspection of locomotive boilers. § 49-a. It shall be the duty of every railroad corporation oper ated by steam power, within this state, and of the directors, managers or superintendents of such railroad to cause thorough inspections to be made of the boilers of all the locomotives which shall be used by such corporation or corporations, on said railroads. Said inspections shall be made, at least once every three months, by competent and qualified inspectors of boilers, 10 146 Raileoad Law. under, tlie direction and superintendence of said corporation or corporations, or the directors, managers or superintendents thereof. The person or persons who shall make said inspec- tions, shall make and subscribe his name to a written or printed certificate which shall contain the number of each boiler inspected, the date of its inspection, the condition of the boiler inspected, and shall cause said certificate or certificates to be filed in tho ofiace of the railroad commissioners, within ten days after each inspection shall be made, and also with the oflScer or employee of such railroad having immediate charge of the operation of such locomotive. If it shall be ascertained by such inspection and test, or otherwise, that any locomotive boiler is unsafe for use, the same shall not again be used until it shall be repaired, and made safe. A certificate of a boiler inspector to the effect that the same is in a safe condition for use shall be made and filed in the ofQce of the railroad commissioners. Every corpora- tion, director, manager or superintendent operating such rail- road and violating any of the provisions of this section shall be liable to a penalty, to be paid to the people of the state of New York, of one hundred dollars for each offense, and the further penalty of one hundred dollars for each day it or they shall omit or neglect to comply with said provisions, and the making or filing of a false certificate shall be a misdemeanor. Any person, upon application to the secretary of said board of railroad commissioners and on the payment of such reasonable fee as said board may by rule fix, shall be furnished with a copy of any such certificate. Added by chap. 611, Laws of 1905. See sections 199 and 30'2, Penal Code, post. State inspector of locomotive boilers. *§ 2. § 49-b. Within twenty days after this section takes effect, the state railroad commission shall appoint a competent person as inspector of locomotive boilers, who shall receive a compen- sation to be fixed by the commission, not exceeding three thous- and dollars per year. Such inspector shall, under the direction *So in original. Railroad Law. M7 of tlie commission, inspect boilers or* locomotives used by rail- road corporattons operating steam railroads within the state, and may cause the same to be tested by hydrostatic test and shall perform such other duties in connection with the inspection and test of locomotive boilers as the commission shall direct. But this section shall not relieve any railroad corporation from the duties imposed by the preceding section. Added by chap. 611, Laws of 1905. Railroad commissioners may approve other safeguards. § 50. The board of railroad commissioners may, on the appli- cation of any railroad corporation, authorize it to use any othei' safeguard or device approved by the board, in place of any safe- guard or device required by this'article, which shall thereafter be used, in lieu thereof, and the same penalties for neglect or refusal to use the same shall be incurred and imposed as for a failure to use the safeguard or device hereinbefore required, in lieu of which the same is to be used. Use of stoves of furnaces prohibited. § 51. It shall not be lawful for any railroad corporation, operating a steam railroad in this state, of the length of fifty miles or more, excepting foreign railroad corporations, incor- porated without the jurisdiction of the United States, running cars upon tracks in this state for a distance of less than thirty miles, to heat its passenger cars, on other than mixed trains, excepting dining-room cars, by any stove or furnace kept inside the car, or suspended therefrom, unless in case of accident or other emergency, when it may temporarily use such stove or furnace with necessary fuel, in cars which have been equipped with apparatus to heat by steam, hot water or hot air from the locomotive, or frcrm a special car, the present stove may be retained to be used only when the car is standing still, and no stove or furnace shall be used in a. dining-room car, except for cooking purposes, and of pattern and kind to be approved by the railroad commissioners. This section shall not be held to affect or interfere with the use by the commissioners of fisheries of this * So in original. 148 Railroad Law. or other states, or of the United States, of stoves for heating or cooking or boilers for hatching operations in their flsh car or cars. Any person or corporation, violating any of the provisions of this section, shall be liable to a penalty of one thousand del lars, and to the further penalty of one hundred dollars for each and every day during which such violation shall continue. Thus amended by chap. 299, Laws of 1896. See section 423, Penal Code, post. Canada thistles to be cut. § 52. Every railroad corporation doing business within this state, shall cause all Canada thistles, white and yellow daisies and other noxious weeds growing on any lands owned or occu- [>ied by it, to be cut down twice in each and every year, once between the fifteenth day of June and the twenty-fifth day of June, and once between the fifteenth day of August and the twenty-fifth day of August. If any such corf)oration shall neglect to cause the same to be so cut down, any person may cut the same, between the twenty-fifth day of June and the fifth day of July inclusive, and between the twenty-fifth day of August and the fifth day of September inclusive in each year, at the expense of the corporation on whose lands the same shall be so cut, at the rate of three dollars per day for the time occupied in cutting. Riding on platform; walking along track. § 53. No railroad corporation shall be liable for any injury to any passenger while on the platform of a car, or in any baggage, wood or freight car, in violation of the printed regulations of the corporation, posted up at the time in a conspicuous place inside of the passenger cars, then in the train, if there shall be at the time sufficient room for the proper accommodation of the passenger inside such passenger cars. No person other than those connected with or employed upon the railroad shall walk upon or along its track or tracks, except where the same shall be laid across or along streets or highways, in which case he shall not walk upon the track unless necessary to cross the same. Railroad Law. 149 Any person riding, leading or driving any horse or other animal upon any railroad, or within the fences and guards thereof, other than at a farm or street or forest crossing, without the consent of the corporation, shall forfeit to the people of the state the sum of ten dollars, and pay all damages sustained thereby to the party aggrieved. Thus amended by chap. 676, Laws of 1892. Corporations may establish ferries. § 54. Any steam railroad corporation, incorporated under the laws of this state, with a terminus in the harbor of New York, may purchase or lease boats propelled by steam or otherwise. iind operate the same as a ferry or otherwise, over the waters of the harbor of New York,- but this section shall not be construed to affect the rights of the cities of New York and Brooklyn. Thus amended by chap. 676, Laws of 1892. Certain railroads may cease operation in winter. § 55. The directors of any railroad corporation operating a railroad, constructed and used principally for transporting lum- ber or ores, during the summer months, or for summer travel, may, by a resolution duly passed at a meeting thereof, apply to the board of railroad commissioners for permission to cease the operation of their road during the winter season, for a period, not exceeding seven months in any one year, specifying the date of such suspension, and the date of the reopening thereof; and such board may, in their discretion, make an order granting the application wholly or in part, and thereupon such railroad cor- poration shall be relieved of the duty of operating its road during the period specified in the order. A copy of such order shall be posted in all the depots and at the termini of such railroad, and published in every newspaper in each town in any part of which such road shall be constructed at least four weeks prior to the date of such suspension. See section 21, Railroad Law, ante. Mails. " § 56. Any railroad corporation shall, when applied to by the> postmaster-general, convey the mails of the United States on its 150 Railroad Law. road, and in case such corporation and the postmaster-general shall not agree as to the rate of transportation therefor, and as to the time, rate of speed, manner and condition of carrying the same, the board of railroad commissioners shall fix the prices, terms and conditions therefor, after giving the corporation a rea- sonable opportunity to be heard. Such price shall not be less for carrying such mails in the regular passenger trains than the amount which such corporation would receive as freight on a like weight of merchandise transported in their merchandise trains, and a fair compensation for the post-oflSce car. If the postmaster- general shall require the mail to be carried at other hours, or at higher speed than the passenger trains are run, the corpora- tion shall furnish an extra train for the mail, and be allowed an extra compensation for the expenses and wear and tear thereof, and for the service to be fixed as herein provided. Every railroad corporation refusing or neglecting to comply with any provision of this section shall forfeit to T.ie people of the state one hundred dollars for every day such neglect or refusal continues. Thus amended by chap. G70, Laws of 1892. Corporations must make annual and quarterly and further reports. § 57. Every pers6n or corporation owning, leasing, operating or in possession of a railroad, wholly or partly, in this state, shall make an annual report to the board of railroad commission- ers of its operations for the year ending with June thirtieth, and of its condition on that day which shall be verified by the oaths of the president, or treasurer, and the general manager, or act- ing superintendent, and shall be filed in the office of such board on or before September first in each year. Every such person or corporation shall make quarterly and further reports to such board in the form and within the time prescribed by it. Such board may in its discretion change the date of the annual report and of filing the same, but the length of time between the date ■ of the annual report and the filing of the same shall not be less Railroad Law. 151 than herein prescribed. Any person or railroad corporation which bhall neglect to make any such report, or which shall fail to correct any such report within ten days after notice by the board of railroad commissioners, shall be liable to a penalty of two hundred and fifty dollars, and an additional penalty of twenty- five dollars for each day after September first on which it shall neglect to file the same, to be sued for in the name of the people of the state of New York, for their use. The board of railroad commissioners may extend the time herein limited for cause shown. Thus amended by chap. 676, Laws of 1892. See section 158, Railroad Law, post; also sections 101a, 416, 602 and 611, Penal Code, post. Policemen. § 58. The governor may appoint any conductor or brakeman on any train conveying passengers on any steam railroad in this state, a polioeman, with all the powers of a policeman in cities and villages, foir the preservation of order and of the public peace, and the arrest of all persons committing offenses upon the land or property of the corporation owning or operating such railroad ; and he may also appoint, on the application of any such corpora- tion, or of any steamboat company, such additional policemen, designated by it, as he may deem proper, who shall have the same powers. Every such policeman shall within fifteen days after receiving his commission, and before entering upon the duties of his ofSce, take and subscriba the constitutional oath of office, and file it with his commission in the office of the secretary of state. Every such policeman shall when on duty wear a metallic shield, with the words' "railroad police" or "steamboat police" as the case may be, and the name of the corporation for which ap- pointed inscribed thereon, which shall always be worn in plain view, except when employed as a detective. The compensation of every such policeman shall be such as may be agreed upon between him and the corporation for which he is appointed, and shall be paid by the corporation. When any corporation shall no longer require the services of any such policeman they may 152 Railuoad Law. file notice to that effect in the office in which notice of his ap- pointment was originally filed, and thereupon such appointment shall cease and be at an end. Thus amended by chap. 380, L41WS of 1906. See section 119, Penal Code, post. Requisites to exercise of powers of future railroad corporations. § 59. No railroad corporatioii herealt.dr formed under the laws of this state shall exercise the powers conferred by law upon such corporations or begin the construction of its road until the direciors shall cause a copy of the articles of associa- tion to be published in one or more newspapers in each county in which the road is proposed to be located, at least once a week for three successive \»'eeks, and shall file satisfactory proof thereof with the board of railroad commissioners; nor until the board of railroad commissioners shall certify that the foregoing con- ditions have been complied with, and also that public convenience and a necessity require the construction of said railroad as proposed in said articles of association. The foregoing certifi- cate shall be applied for within six months after the completion of the three weeks' publication hereinbefore provided for. If certificate is refused no further proceedings shall be had before said board, but the application may be renewed after one year from the date of such refui al. Prior to granting or refusing said certificate the board shsM have a right to permit errors, omissions or defects to be supplied and corrected. After a refusal to grant such certificate the board shall certify a copy of aU maps and papers on file in its oflBce and of the findings of the; board when so requested by the directors aforesaid. Such directors may thereupon present the same to a general terni*bf the supreme court of the department within which said road is proposed in whole or in part to be constructed, and said general term shall have power, in its discretion, to order said board, for reasons stated, to issue said certificate, and it shall be issued accord- ingly. Such certificate shall be filed in the office of the secre- tary of state, and a copy thereof, certified to be a copy by the •secretary of state, or his deputy, shall be evidence of the fact Railroad Law. 153 therein stated. Nothing in this section shall prevent any such railroad corporation from causing such examinations and sur- veys for its proposed railroad to be made as may be necessary to the selection of the most advantageous route; and for such purpose by its officers or agents and servants, to enter upon the lands or water of any person, but subject to the responsibility for all damages which shall be done thereto. Thus amended by chap. 545, Laws of 1895. See chap. 597, Laws of 1903, post; also chap. 649, Laws of 1896, post; also latter part of section 180, Tax Law, post. See 96 Appellate Division p. 471, 178 N. Y., 75; 105 App. Div., 273; 103 App. Div. 123; 184 N. Y. Mem. 59; 101 App. Div. 251; 184 N. Y. Mem. 47; 113 App. Div. Mem. 8. See other decisions of courts under this section since 1892. Railroad commissioners may certify part of the route of a street surface railroad ; power to revoke certificates ; street surface railroad extension. § 59-a. Whenever application is, made by a street surface rail- road company for a certificate of public convenience and a neces^ sity as required by the provisions of the foregoing section, and it ."hall appear to the board of railroad commissioners, after exami- nation of the proposed route of the applicant company that public convenience and a necessity do not require the construc- tion of said railroad as proposed in its articles of association but do require the construction of a part of the said railroad, the board of railroad commissioners may issue its certificate for the construction of such part of the said railroad as seems to it to be required by public convenience and a necessity. In case any rail- road company which shall hereafter obtain the certificate of the board of railroad commissioners that public convenience and a necessity require the construction of the whole or a part of the said railroad shall fail to begin such construction within two years from the date of the issuing of said certificate, the board of railroad commissioners may inquire into the reason for such failure and the said board may revoke said certificate if it shall appear to it to be in the public interest so to do. Any street sur- face railroad company which proposes to extend it.s road beyond the limits of any city or incorporated village by a route which 154 Railroad Law. will be practically parallel with a street surfaee railroad already constructed and in operation shall first obtain the certificate of the board of railroad commissioners that public convenience and a necessity require the construction of such extension as pro- vided in the case of a railroad corporation newly formed. Before making application for such certificate the corporation shall cause to be advertised the route of the proposed extension in one or more newspapers in each county in which such extension is to be constructed, at least once a week for three successive weeks, and shall file satisfactory proof of such publication with the board of railroad commissioners. Nothing in this section shall prevent street railroad companies, from making extensions within the limits of cities or incorporated villages upon compliance with the provisions of law now applicable thereto. Added by chap. 643, Laws of 1898, and thus amended by chap. 226, Laws of 1902. See statutes in this volume as to extension and limitation of time in which to construct railroads. See 96 .Appellate Division, p. 471, 178 N. Y. 75, and decisions cited under immediately preceding section. Revocation of certificate under certain circumstances. § 59-b. Whenever it shall be made to appear to the board of railroad commissioners that any steam railroad corporation, which has obtained from it a certificate under section fifty-nine of the railroad law since eighteen hundred and ninety-four and whose road is less than ten miles in length, and was to be built in the counties of Saratoga and Washington, shall not have cdm- pleted its construction and put it in operation within three years after obtaining such certificates,* the said board, on notice to such corporation, shall have the power to revoke the said cer- tificate and consent and thereupon the corporate existence and power of such railroad corporation shall cease and determine. Added by chap. 597, Laws of 1899. Grade crossing law, sections 60-69. § 60. All steam surface railroads, hereafter built except addi- tional switches and sidings, must be so constructed as to avoid * So in original. Railroad Law. 155 all public crossings at grade, .whenever practicable so to do. Whenever application is made to the board of railroad commis- sioners, under section fifty-nine of the railroad law, there shall be filed with said board a map showing the streets, avenues and highways proposed to be crossed by the new construction, and the said board shall determine whether such crossing shall be under or over the proposed railroad, except where said board shall determine such method of crossing to be impracticable. Whenever an application is made under this section to deter- mine the manner of crossing, the said board shall designate a time and place when and where a hearing will be given to such railroad company, and shall notify the municipal corporation having jurisdiction over sueh streets, avenues or highways pro- posed to be crossed by the new railroad. The said board shall also give public notice of such hearing in at least two news papers, published in the locality affected by the application, and all persons owning land in the vicinity of the proposed crossings shall have the right to' be heard. The decision of the said board rendered in any proceedings under this section shall be com- municated, within twenty days after final hearing, to all parties to whom notice of the hearing in said proceedings was given, or v\'ho appeared at said hearing by counsel or in person. Added hj chap. 754, Laws of 1897. See section 96, Railroad Law, post. See 88 App. Div. 387; 179 N. Y. § 61. When a new street, avenue or highway, or new portion of a street, avenue or highway shall hereafter be constructed across a steam sutface railroad, other than pursuant to the pro- visions of section sixty-two of this act, such street, avenue or highway or portion of such street, avenue or highway, shall pass over or under such railroad or at grade as the board of railroad commissioners shall direct. Notice of intention to lay out such street, avenue or highway, or new portion of a street, avenue or highway, across a steam surface railroad, shall be given to such railroad company by the municipal corporation at least fifteen 156 Eaileoad Law. days prior to the making of the order laying out such street, avenue or highway by service personally on the president or vice- president of the railroad corporation, or any general officer thereof. Such notice shall designate the time and place and when and where a hearing will be given to such railroad com- pany, and such railroad company shall have the right to be heard before the authorities of such municipal corporation upon the question of the necessity of such street, avenue or highway. If the municipal corporation determines such street, avenue or I'Jghway to be necessary, it shall then apply to the board of railroad commissioners before any further proceedings are taken, to determine whether such street, avenue or highway shall pass over or under such railroad, or at grade, whereupon the said board of railroad commissioners shall appoint a time and place for hearing such application, and shall give such notice thereof, as they Judge reasonable, not, however, less than ten days, to the railroad company whose railroad is to be crossed by such new street, avenue or highway, or new portion of a street, avenue or highway, to the municipal corporation and to the owners of land adjoining the railroad and that part of the street, avenue or highway to be opened or extended. The said board of rail- road commissioners shall determine whether such street, avenue or highway, or new portion of a street, avenue or highway, shall be constructed over or under such railroad or at grade; and if said board determine that such street, avenue or highway shall be carried across such railroad above grade, then said board shall determine the height, the length and the material of the bridge or structure by means of which such street, avenue or highway shall be carried across such railroad, and the length, character and grades of the approaches thereto; and if said board shall determine that such street, avenue or highway shall be constructed or extended below the grade, said board shall determine the manner and method in which the same shall be so carried under, and the grade or grades thereof, and if said Railroad Law. 157 board shall determine that said street, avenue or highway shall be constructed or extended at grade, said board shall determine the manner and method in which the same shall be carried over said railroad at grade and what safeguards shall be maintained. The decision of the said board as to the manner and method of carrying such new street, avenue or highway, or new portion of a street, avenue or highway, across such railroad, shall be final, subject, however, to the right of appeal hereinafter given. The decision of said board rendered in any proceeding under this sec- tion shall be communicated within twenty days after final hear- ing to all parties to whom notice of the hearing in such pro- ceeding was given or who appeared at such hearing by counsel or in person. Thus amended by chap. 520, Laws of 1898. See chap. 462, Laws of 1903, post. See section 96, Railroad Law, post. See decisions of courts under this section, including 167 N. Y. 256. § 62. The mayor and common council of any city, the presi- dent and trustees of any village, the town board of any town within which a street, avenue or highway crosses or is crossed by a steam surface railroad at grade, or any steam surface rail- road company, whose road crosses or is crossed by a street, avenue or highway at grade, may bring their petition, in writing, to the board of railroad commissioners, therein alleging that public safety requires an alteration in the manner of such cross- ing, its approaches, the method of crossing, the location of the highway or crossing, the closing and discontinuance of a high- way crossing and the diversion of the travel thereon to another highway or crossing, or if not practicable to change such cross- ing from grade or to close and discontinue the same, the open- ing of an additional crossing for the partial diversion of travel from the grade crossing, and praying that the same may be ordered; whereupon the said board of railroad commissioners shall appoint a time and place for hearing the petition, and shall give such personal notice thereof as they shall judge reason- 158 Railroad Law. able, of not less than ten days, however, to said petitioner, the railroad company, the municipality in which such crossing is situated, and to the owners of the lands adjoining such crossing and adjoining that part of the highway to be changed in grade or location, or the land to be opened for a new crossing, and shall cause notice of said hearing to be advertised in at least two newspapers published in the locality afifected by the application ; and after such notice of hearing the said board of railroad com- missioners shall determine what alterations or changes, if any, shall be made. The decision of said board of railroad commis- sioners rendered in any proceeding under this section, shall be communicated within twenty days after final hearing to all parties to whom notice of the hearing in said proceeding was given, or who appeared at said hearing by counsel or in person. Any person aggrieved by such decision, or by a decision made pur suant to sections sixty and sixty-one hereof, and who was a party to said proceeding, may within sixty days appeal there- from to the appellate division of the supreme court in the depart- ment in which such grade crossing is situated and to the court of appeals, in the same manner and with like eflfect as is pro- vided in the case of appeals from an order of the supreme court, Thus amended by chap. 359, Laws of 1899. See chap. 164, Laws of 1902, post. See 176 N. Y., 324; 177 N. Y., 337; 179 N. Y., 393; 181 N. Y., 132. See section 96^ Railroad Law, post. - See chap. 115, Laws of 1898, post. § 63. The municipal corporation in which the highway cross ing is located, may, with the approval of the railroad company, acquire by purchase any lands, rights or easements necessary or required for the purpose of carrying out the provisions of sec- tions sixty, sixty-one and sixty-two of this act, but if unable to do so shall acquire such lands, rights or easements by condemna- tion either under the condemnation law, or under the provisions of the charter of such municipal corporation. The railroad com- pany shall have notice of any such proceedings and the right to be heard therein. Tluis amended by chap. 226, Laws of 1899. Railroad Law. 159 § 64. When a highway crosses a railroad by an overhead bridge, the frame work of the bridge and its abutments, shall be maintained and kept in repair by the railroad company, and the roadway thereover and the approaches thereto shall be main- tained and kept in repair by the municipality in which the same are situated; except that in the case of an overhead bridge constructed prior to the enactment of sections sixty-one and sixty- two of this act, the roadway over and the approaches to which the railroad company was under obligation to maintain and repair, such obligations shall continue, provided the railroad com- pany shall have at least ten days' notice of any defect in the roadway thereover and the approaches thereto, which notice must be given in writing by the commissioner of highways or other duly constituted authorities, and the railroad company shall not be liable by reason of any such defect unless it shall have failed to make repairs within ten days after the service of such notice upon it. When a highway passes under a railroad, the bridge and its abutments shall be maintained and kept in repair by the roil- road company, and the subway and its approaches shall be main- tained and kept in repair by the municipality in which the same are situated. Thus amended by chap. 140, Laws of 1902. See chap. 164, Laws of 1902, post. § 65. Whenever, under the provisions of section sixty of this act, new railroads are constructed across existing highways, the expense of crossing above or below the grade of the highway shall be paid entirely by»the railroad corporations. Whenever under the provisions of section sixtj-one of this act a new street, avenue or highway is constructed across an existing railroad, the railroad corporation shall pay one-half and the municipal cor- poration wherein such street, avenue or highway is located, shall pay the remaining one-half of the expense of making such cross- ing above or below grade; and whenever a change is made as to an existing crossing in accordance with the provisions of section 160 Railroad Law. sixty-two of this act, fifty per, centum of the expense thereof shall be borne by the railroad corporation, twenty-five per centum by the municipal corporation, and twenty-five per centum by the state. Whenever, in carrying out the provisions of sections sixty-one or sixty-two of this act, two or more lines of steam surface railroad, owned and operated by different corporations, cross a highway at a point where a change in grade is made, each corporation shall pay such proportion of fifty per centum of Hie expense thereof as shall be determined by the board of rail road commissioners. In carrying out the provisions of sections sixty, sixty-one and sixty-two of this act the work shall be done by the railroad corporation or conporations affected thereby, sub- ject to the supervision of and approval of the board of rail- road commissioners, and in all cases, except where the entire expense is paid by the railroad corporation, the expense of con- struction shall be paid primarily by the railroad company, and the expense of acquiring additional lands, rights or easements,- shall be paid primarily by the municipal corporation wherein such highway crossings are located. Plans and specifications of all changes proposed under sections sixty-one and sixty- two of this act, and an estimate of the expense thereof shall be sub- mitted to the board of railroad commissioners for their approval before the letting of any contract. In case the work is done by contract the proposals of contractors shall be submitted to the board of railroad commissioners, and if the board shall determine that the bids are excessive it shall have the power to require the submission of new proposals. The board of rail- road commissioners may employ temporarily such experts and engineers as may be necessary to properly supervise any work that may be undertaken under sections sixty, sixty-one or sixty- two of this act, the expense thereof to be paid by the comptroller upon the requisition and certificate of the said board, said expense to be included in the cost of the particular change in grade on account of which it is incurred and finally apportioned Eaileoad Law. ICl in the manner provided in this section. Upon the completion of the work and its approval by the board of railroad commis- sioners an accounting shall be had between the railroad corpora- tion and the municipal corporation, of the amounts expended by each with interest, and if it shall appear that the railroad cor- jtoration or the municipal corporation have expended more than their proportion of the expense of the crossing as herein pro- vided, a settlement shall be forthwith made in accordance with the provisions of this section. All items of expenditure shall be verified under oath, and, in case of a dispute between the rail- road corporation and the municipal corporation as to the amount expended, any judge of the supreme court in the judicial district in which the municipality is situated, may appoint a referee to take testimony as to the amount expended, and the confirmation of the report of the referee shall be final. In the event of the failure or refusal of the railroad corporation to pay its propor- tion of the expense, the same, with interest from the date of such accounting, may be levied and assessed upon the railroad corporation and collected in the same manner that taxes and assessments are now collected by the municipal corporation within which the work is done ; and in the event of the failure or refusal of the municipal corporation to pay its proportion of the expense, suit may be instituted by the railroad corporation for the collec- tion of the same with interest from the date of such accounting, or the railroad corporation may offset such amount with interest against any taxes levied or assessed against it or its property by such municipal corporation. The legislature shall annually appro- priate out of any moneys not otherwise appropriated the sum of one hundred thousand dollars for the purpose of paying the state's proportion of the expense of a change in an existing grade crossing. If, in any year, any less sum than one hundred thousand dollars is expended by the state for the purpose aforesaid the balance remaining unexpended shall be applied to reduce the amount appropriated by the state in the next succeeding year, U 182 Railroad Law. except that no such deduction shall be made in case there are outstanding and unadjusted obligations on account of a change in an existing grade crossing for a proportion of which the state is liable under the provisions of this section. In the event of the appropriation made by the state in any one year being insuffi- cient to pay the state's proportion of the expense of any change that may be ordered the first payment from the appropriation of the succeeding year shall be on account of said change, and no payment shall be made on account of any subsequent change that may be ordered, nor shall any subsequent change be ordered until the obligation of the state on account of the first named change in grade has been fully discharged, unless the same shall be provided for by an additional appropriation to be made by the legislature. The state's proportion of the expense of changing any existing grade crossing shall be paid by the state treas- urer on the warrant of the comptroller, to which shall be ap- pended the certificate oi the board of railroad commissioners to the effect that the work has been properly performed and a statement showing the situation of the crossing that has been changed, the total cost and the proportionate expense tbereof, and the money shall be paid in whole or in part to the railroad corporation or to the muuicipal corporation as the board of rail- road commissioners may direct, subject, however, to the rights of the respective parties as they appear from the accounting to be had as hereinbefore provided for. No claim for damages to property on account of the change or abolishment of any cross- ing under the provisions of this act shall be allowed unless notice of such claim is filed with the board of railroad commis- sioners within six months after completion of the work neces- sary for such change or abolishment. Thus amended hy chap. 617, Laws of 1900. I 66. The railroad commissioners may, in the absence of any application therefor, when, in their opinion, public safety requires Bailboad Law. 163 an alteration in an existing grade crossing, institute proceed- ings on their own motion for an alteration in snch grade cross- ing, upon such notice as they shall deem reasonable, of not less than ten days, however, to the railroad company, the municipal corporation and the person or persons interested, and proceed- ings shall be conducted as provided in section sixty-two of this act. The changes in existing grade crossings authorized or required by the board of railroad conunissioners in any one year shall be so distributed and apportioned over and among the railroads and the municipalities of the state as to produce such equality of burden upon them for their proportionate part of the expenses as herein provided for as the nature and circum- stances of the cases before them will permit. Added by chap. 754, Laws of 1897. See 189 N. Y., Mem., 11. § 67. It shall be the duty of the corporation, municipality or person or persons to whom the decisions or recommendations of the board of railroad commissioners are directed, as provided in sections sixty, sixty-one, sixty-two and sixty-six of this act to comply with such decisions and recommendations, and in case of their failure so to do, the board shall present the facts in the case to the attorney-general, who shall thereupon take proceed- ings to compel obedience to the decisions and recommendations of the board of railroad commissioners. The supreme court at a special term shall have the power in all cases of such decisions and recommendations by the board of railroad commissioners to compel compliance therewith by mandamus, subject to appeal to the appellate division of the supreme court and the court of appeals, in the same manner, and with like effect, as is provided in case of appeals from any order of the supreme court. Added by cihap. 754, Laws of 1897. § 67-a. Whenever in carrying out any of the provisions of sec- tions sixty, sixty-one, sixty-two, sixty-three, sixty-four, sixty-flve, sixty-six, or sixty-seven of this act, any municipality shall incur 164 Railroad Law. any expense or become liable for the payment of any moneys, it shall be lawful for such municipality to temporarily borrow such moneys on the notes or certificates of such municipality, and to include the amount of outs.tanding notes or certificates, or any part thereof, in its next annual tax levy for municipal purposes, or in the discretion of the common council in case of a city, the board of trustees in case of a village or the town board in case of a town, to borrow the same, or any part thereof, on the credit of the municipality, and to issue bonds therefor, which bonds shall be signed by the mayor and clerk in case of a city, the president and clerk in case of a village and the town board in case of a town, and shall be in such form and for such sums and be payable at such times and places with interest not exceed- ing four per centum per annum, as the common council in case of a city, the board of trustees in case of a village, and the town board in case of a town, shall direct. Thus amended by chap. 19S, La\^s of 1902. § 68. All steam railroads hereafter constructed across the tracks of any other railroad and any street surface railroad hereafter constructed across a steam railroad shall be above, below, or at grade of such existing railroad as the board of rail- road commissioners shall determine, and such board, shall in such determination fix the proportion of expense of such cross- ing to be paid by each railroad. Thus amended by chap. 739, Laws of 1900. See sections 12, 33, 35 and 36, Railroad Law, ante, and chap. 239, Laws of 1893. post. See 75 Appellate Division, p. 412, 175 N. Y. Mem. 468, § 69. The provisions of this act shall also apply to all existing or future steam surface railroads, on which, after the passage of this act, electricity or some other agency than steam shall be substituted as a motive power. Added by chap. 754, Laws of 1897. Railroad Law. 165 CHAP. 754, LAWS OF 1897. AN ACT to amend railroad law, and the act amendatory thereof, relative to grade crossings. Section 1. Article two of chapter five hundred and sixty-five of the laws of eighteen hundred and ninety, entitled "An act in relation to railroads," constituting chapter thirty-nine of the general laws," known as the railroad law, as amended by chapter six hundred and seventy-six of the laws of eighteen himdred and ninety-two, is hereby amended by adding thereto the following sections: See sections 60-69 of Railroad Law, above. § 2. None of the provisions of this- act shall apply to crossings in the city of Buffalo under the jurisdigition of the grade crossing commissioners of that city, nor shall they apply to the University avenue or Brown street crossing, in the city of Rochester. § 3. All acts and parts of acts inconsistent with this act are hereby repealed. § 4. This act shall take effect the first day of July, eighteen hundred and ninety-seven. " AETICLE III. Consolidation, Lease, Sale, and Reoeganization. Section 70. Consolidation of corporations owning continuous lines. 71. Conditions. 1. Joint agreement; amount of capital stock. 2. Agreement to be submitted to meeting of stockholders. 72. New corporation. 73. Creditors' rights not to be impaired. 74. Assessment of property of new corporation. 75. Stocks of municipal corporations, how represented. 76. Foreclosure of mortgages made by consolidated railroads partly in the state. 77. Powers of corporations organized to acquire and operate rail- roads partly in the state. 78. Lease of road. 79. Lessees of railroad may acquire stock therein. 80. Consolidation and lease of parallel lines prohibited. 81. Mortgagee may purchase at foreclosure sale. 82. Certificates of stock may be issued after foreclosure in certain cases. 83. Liabilities of reorganized railroad corporations. 84. As to other states and foreign countries. • Consolidation of corporations owning continuous lines. § 70. Any railroad or other corporation, organized under the laws of t^is state, or of this state and any other state, and own- 166 RArLROAD Law. ing or operating a railroad, bridge or tunnel, either wholly within or partly within and partly without the state, or whose lines or routes of road have been located but not constructed, may merge and consolidate its capital stock, franchises, and property with the capital stock, franchises and property of any other railroad, tunnel or bridge corporation or corporations organized under the laws of this state or of this state and any other state, or under the laws of any other state or states, whenever the two or more railroads of the companies or corporations so to be consolidated, tunnels, bridges or branches or any part th^eof, or the line or routes of their road, if not constructed, shall or may form a continuous or connected line of railroad with each other or by means of any intervening railroad bridge, tunnel or ferry and any such con- solidated corporation may thereupon construct or finish the con- struction of such continuous line of railroad, if not previously constructed, and operate the same, subject to all provisions of law applicable to such railroad corporations. Where the road to be operated is in whole or in part a tunnel or sub-surface road, authorized by section 16 of this chapter, its consolidation with another road or roads under the provisions of this section shall not prevent any connecting railroad from having equal rights of transit for its passengers and freight through or over the tunnel or bridge of any such road, upon the same equitable terms, nor shall such consolidation be made where such tunnel or subsurface road exceeds five miles in length. Thus amended by chap. 676, Laws of 1892. See chap. 193, Laws of 1897, chap. 201, Laws of 1899, and chap. 30, Laws of 1903, post. Conditions. § 71. Such consolidation shall be made in the following manner : Joint agreement; amount of capital stock. 1. The directors of the corporations proposing to consolidate may enter into a joint agreement, under the corporate seal of each corporation, for the consolidation of such corporations, and pre- Railroad Law. 167 scribing 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 ofiScers thereof, and who shall be the first directors and officers and their places of resi- dence, 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 corporation into that of the new corporation, and how and when the directors and officers shall be chosen, with such other details as they shall deem necessary to perfect such new organization and the consolidation of such corporations. But in no case shall the capital stock of the corporation formed by such consolidation exceed the sum of the capital stock of the corporations so consolidated, at the par value thereof. Nor shall any bonds or other evidences of debt be issued as a consideration for, or in connection with, such consolidation. If either of the corporations so to be consolidated is a corporation organized under the laws of any other state the joint agreement herein provided for may fix the location of the principal office of the new corpora- tion in either state. Subdivision 1 thus amended by chap. 228, Laws of 1904. Agreement to be submitted to meeting of stockholders. 2. If stockholders owning two-thirds of all the stock of each of such corporations shall by a consent in writing, acknowledged as are deeds entitled to be recorded and endorsed upon said lease or agreement, signify their assent thereto, it shall be deemed and taken as the adoption of such agreement by and on behalf of such corporation, and the original or a certified copy thereof shall be filed as hereinafter provided. If such agreement shall not be consented to in writing by holders of two-thirds of the stock of either of such corporations as hereinbefore provided, such agreement shall be submitted to the stockholders of each of such corporations 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 each corporation to its stockholders 168 Eaileoad Law. by written or printed notices addressed to each of the persons in whose names the capital stock of such corporation stands on the books thereof, and delivered to such persons respectively, or sent to them by mail, when their post-offlce address is known to the corporation, at least thirty days before the time of holding such meeting, and also by a general notice published at least tonce a week for four weeks successively in some newspaper printed in the city, town or county where such corporatioQ has its principal office or place of business. At such meeting of stockholders such agreement shall be considered, and a vote by ballot taken for the adoption or rejection of the same, and if the votes of the stockholders owning at least two-thirds of the stock of each corporation present and voting in person or by proxy shall be for the adoption of such agreement, then that fact shall be certified thereon by the secretaries of the respective corpora- tions, under the seal thereof, and the agreement so adopted, or a certified copy thereof, shall be filed in the office of the secretary of state, and in the office of the clerk of the county where the new corporation is to have its principal place of business, and shall from thence be deemed and taken to be the agreement and act of consolidation of such corporations, and thereafter such corporations, parties thereto, shall be one corporation by the name provided in such agreement, but such act of consolidation shall not release such new corporation from any of the restric- tions, liabilities or duties of the several corporations so con- solidated. Thus amended by chap. 676, Laws of 1892. New Corporation. § 72. Upon the consummation of such act of consolidation all the rights, privileges, exemptions and franchises of each of the corporations, parties to the same, and all the property, real, per- sonal and mixed, and all the debts due l the town, and the collector of each village and school district in which such real property is situated, and such collectors shall within such time apply for, a transcript of all notices so filed, and such collectors shall within five days after the receipt of such transcripts mail to each person filing such notice, at the post-office address stated therein, a statement of the amount of i-axes due on said property. Upon the filing of such notice the town clerk shall be entitled to receive a fee of one dollar from the person offering such notice, which shall be in full for all services rendered hereunder. Added by chap. 338, Laws of 1903. ♦ ••••••••• Payment of taxes by railroad and certain other corporations. § 73. Any railroad, telegraph, telephone or electric-light com- pany may, within thirty days after receipt of notice by the county 488 Tax Laws Relating to Railboads. treasurer from the clerk of the board of supervisors, pay its tax. with one per centum fees, to the county treasurer, who shalJ credit the same with such fees to the collector of the tax dis- trict, unless otherwise required by law. If not so paid the county treasurer shall notify the collector of the tax district where it is due, and he shall then proceed to collect under his warrant. Until such notice from the treasurer the collector shall not enforce payment of such taxes, but may receive the same, with the fees allowed by law, at any time. • ••••••••• ARTICLE IX. • Corporation Tax. Organization tax. / § 180. Every stock corporation incorporated under any law of this state shall pay to the state treasurer a tax of one-twentieth of one per centum upon the amount of capital stock which the corporation is authorized to have, and a like tax upon any subsequent increase. Provided, that in no case shall such tax be less than one dollar. Such tax shall be due and payable upon the incorporation of such corporation or upon the increase of its capital stock. Except in the case of a railroad corporation neither the secretary of state nor county clerk shall file any certificate of incorporation or article of association, or give any certificate to any such corporation or association until he is furnished a receipt for such tax froni the state treasurer, and no stock corporation shall have or exercise any corporate franchise or powers, or carry on business in this state until such tax shall have been paid. And in case of a decrease of capital stock, upon which the tax required by law has been paid, and a subsequent increase thereof, a tax shall be paid only upon so much of such increase as exceeds the amount of capital stock upon which a tax has been before paid. In case of the consolidation of existing Tax Laws Relating to Railroads. 489 corporations into a corporation, sucli new corporation shall be re- quired to pay the tax hereinbefore provided for only upon the amount of its capital stock in excess of the aggregate amount of capital stock of said corporations. This section shall not apply to state and national banks or to building, mutual loan, accumu- lating fund and cooperative associations. A railroad corporation need not pay such tax at the time of filing its certificate of incor- poration, but shall pay the same before the railroad commis- sionera shall grant a certificate, as required by the* railroad law, authorizing the construction of the road as proposed in its articles of association, and such certificate shall not be granted by the board of railroad commissioners until it is furnished with a receipt for such tax from the state treasurer. Thus amended by chap. 524, Laws of 1906. See section 59, Kailroad Law, ante. License tax on foreign corporations. § 181. Every foreign corporation, except banking corpora- tions, fire, marine, casualty and life insurance companies, co- operative fraternal insurance companies, and building and loan associations, authorized to do business under the general corpora- tion laiw, shall pay to the state treasurer, for the use of the state, a license fee of one-eighth of one per centum for the privilege of exercising its corporate franchises or carrying on its business in such corporate or organized capacity in this state, to be com- puted upon the basis of the capital stock employed by it within this state, during the first year of carrying on its business in this state; and if any year thereafter any such corporation shall employ an increased amount of its capital stock within this state, the same license fee shall be due and payalble upon any such increase. The measure of the amount of capital stock employed in this state shall be such a portion of the issued capital stock as the gross assets employed in any business within this state bear to the gross assets wherever employed in business. For purposes of taxation, the capital of a corporation invested in the stock of another corporation shall b6 deemed to be assets located 490 Tax Laws Relating to Railroads. where the physical property represented by such stock is located. No action shall be maintained or recovery had in any of the courts in this state by such foreign corporation without obtaining a receipt for the license fee hereby imposed within thirteen months after beginning such business within the state, or if at the time this section takes effect such a corporation has been engaged in business within this state for more than twelve months, without obtaining such receipt within thirty days after such tax is due. Thus amended by chap. 474, Laws of 1906, taking eflFect October 31, 1906. See chap. 240, Laws of 1895, ante. Franchise tax on corporations. § 182. For the privilege of doing business or exercising its corporate franchises in this state every corporation^ joint-stock company or association, doing business in this state, shall pay to the state treasurer annually, in advance, an annual tax to be computed upon the basis of the amount of its capital stock, employed during the preceding year within this state, and upon each dollar of such amount. The measure of the amount of capital stock employed in this state shall be such a portion of the issued capital stock as the gross assets employed in any business within this state bear to the gross assets wherever employed in business. For purposes of taxation, the capital of a corporation invested in the stock of another corporation shall be deemed to be assets located where the physical property represented by such stock is located. If the dividends upon the capital stock amount to six, or more than six per centum upon the par value of the capital stock, during any year ending with the thirty-first day of October, the tax shall be at the rate of one-quarter of a mill for each one per centum of dividends made or declared upon the par value of the capital stock during said year. If such dividend or dividends amount to less than six per centum on the- par value of the capital stock, and (1) The assets do not exceed the liabilities, exclusive of capital stock, or Tax Laws Relating to Railroads. 491 (2) The average price at which such stocli sold during said year, did not equal or exceed its par value, or (3) If no dividend was declared, Then each dollar of the amount of capital stock employed in this state, determined as hereinbefore provided, shall be taxed at the rate of three-fourths of one mill. If such dividend or dividends amount to legs than six per centum on the par value of the capital stock, and (1) The assets exceed the liabilities, exclusive of capital stock, by an amount equal to or greater than the par value of the capital stock, or (2) The average price at which such stock sold during said year is equal to or greater than the par value, Then the amount of capital stock, determined as hereinbefore provided to be employed in this state, shall be taxed at the rate of one and one-half mills on each dollar of the valuation of the capital stock employed in this state, but such valuation shall not be less than (1) The par value of such stock, (2) The difference between the assets and liabilities, exclusive of capital stock, (3) The average price at which such stock sold during said year. If such corporation, joint-stock company or association shall have more than one kind of capital stock, and upon one of such kinds of stock a dividend or dividends amounting to six, or more than six per centum upon the par value thereof, has been made or declared, and upon the other no dividend has been made or declared, or the dividend or dividends made or declared thereon amount to less than six per centum upon the par value thereof, then the tax shall be at the rate of one-quarter of a mill for each one per centum of dividends made or declared upon the capital stock upon the par value of which the dividend or dividends made or declared amount to six or more than six per centum, and in addition thereto a tax shall be charged upon the capital stock (1) Upon which no dividend was made or declared, or 4M Tax Laws Relating to Railroads. (2) Upon which the dividend or dividends made or declared did not amount to six per centum on the par value, At the rate as hereinbefore provided for the taxation of capital stock upon which no dividend was made or declared, or upon which the dividend or dividends made or declared did not amount to six per centum on the par value. Thus amended by chap. 474, Laws of 1906, taking effect October 31, 1906. Certain corporations exempt from tax on capital stock. § 183. Banks, savings banks, institutions for savings, title guaranty, insurance or surety corporations, every trust company incorporated, organized or formed, under, by or pursuant to a law of this state, and any company authorized to do a trust company business, solely or in connection with any other business, under a general or special law of this state, laundry corporations, manufacturing corporations to the extent only of the capital actually employed in this state in manufacturing, and in the sale of the product of such manufacturing, mining corporations wholly engaged in mining ores within this state, agricultural and horticultural societies or associations, and corporations, joint- stock companies or associations owning or operating elevated railroads or surface railroads not operated by steam, or formed for supplying water or gas for electric or steam heating, lighting or power purposes, and liable to a tax under sections one hundred and eighty-five and one hundred and eighty-six of this chapter, shall be exempt from the payment of the taxes prescribed by section one hundred and eighty-two of this chapter. But such a laundrying* manufacturing or mining corporation shall not be exempted from the payment of such tax, unless at least forty per centum of the capital stock of such corporation is invested in property in this state and used by it in its laundrying*, manu- facturing or mining business in this state. Thus amended by chap. 474, Laws of 1906, taking effect October 31, 1906. *So in original. Tax Laws Bblatino to BAiuto&iia. 493 Additional franchise tax on transportation and transmission cor- porations and associations. § 184. Every corporation and joint-stock association formed for steam surface railroad, canal, steamboat, ferry, express, navi- gation, pipe-line, transfer, baggage express, telegraph, telephone, palace car or sleeping car purposes, and all other transportation corporations not liable to taxes under sections one hundred and eighty-five or one hundred and eighty-six of this chapter, shall pay for the privilege of exercising its corporate franchises or carrying on its business in such corporate pr organized capacity in this state, an annual excise tax or license fee which shall be equal to five-tenths of one per centum upon its gross earnings within the state, which shall include its gross earnings from its transportation or transmission business originating and termin ating within this state, but shall not include earnings derived from business of an interstate character. All settlemets* for such taxes heretofore based by the comptroller upon gross earnings excluding earnings from interstate business, have been ratified and confirmed, except that the accounts for taxation under section six of chapter three hundred and sixty-one of the laws of eighteen hundred and eighty-one, for the years eighteen hundred and ninety-two and eighteen hundred and ninety-three, shall be settled and adjusted by the comptroller by excluding the earnings of an interstate character as provided by this section. Franchise tax on elevated railroads or surface railroads not operated by steam. § 185. Every corporation, joint-stock company or association owning or operating any elevated railroad or surface railroad not operated by steam shall pay to the state for the privilege of exercising its corporate franchise or carrying on its business in such corporate or organized capacity within this state, an annual tax which shall be one pCT centum upon its gross earnings from *So .n oiiginaL 494 Tax Laws Relating to Railroads. all sources within this state, and three per centum upon the amount of dividends declared or paid in excess of four per centum upon the actual amount of paid-up capital employed by such cor- poration, joint-stock company or association. A'ny such railroad corporation whose property is leased to another railroad cor- poration shall only be required under this section to pay a tax of three per centum upon the dividends declared and paid in excess of four per centum upon the amount of its capital stock. Thus amended by chap. 474, Laws of 1906, taking effect October 31, 1906. » • • • • •• • • • Reports of corporations. § 189. Corporations liable to pay a tax under this article shall report as follows : 1. Corporations paying franchise tax. — Every corporation, association or joint-stock company liable to pay a tax under section one hundred and eighty-two of this chapter shall, on or before November fifteenth in each year, make a written report to the comptroller of its condition at the close of its business on October thirty-first preceding, stating the amount of its authorized capital stock, the amount of stock paid in, the date and rate per centum of each dividend declared by it during the year ending with such day, the entire amount of the capital of such corporation, and the capital employed by it in this state during such year. 2. Transportation and transmission corporations. — Every transportation or transmission corporation, joint-stock company or association liable to pay an additional tax under section one hundred and eighty-four of this chapter, shall also, on or before August first in each year, make a written report to the comp- troller of its condition at the close of its business on June thir- tieth preceding, stating the amount of its gross earnings from all sources and the amount of its gross earnings from its trans- portation or transmission business originating and terminating within this state. Tax Laws Relating to Kaileoads. 495 3. Elevated and surface railroad corporations. — Every cor poration, joint-stock company or association liable to pay a tax under section one hundred and eighty-five of this chapter, shall, on or before August first of each year, make a written report to the comptroller of its condition at the close of its business on June thirtieth preceding, stating the amount of its gross earn- ings from business done in this state, the amount of dividends of every nature declared or paid during the year ending June thirtieth, the authorized capital of the company and the amount of capital stock actually issued and outstanding. Value of stock to be appraised. § 190. If the dividend or dividends amount to less than six per centum on the par value of the capital stock, and (1) The assets exceed the liabilities, exclusive of capital stock, by an amount equal to or greater than the par value of the capital stock, or (2) The average price at which such stock sold during said year is equal to or greater than the par value of the capital stock, Then the president, treasurer or secretary of the company lia'ble to pay a tax under the provisions of section one hundred and eighty-two of this chapter, shall, under oath, between the first and fifteenth day of November in each year, estimate and appraise the capital stock of such company at a value which value shall not be less, however, than (1) The average price at which such stock sold during said year, (2) The difference Ijetween the assets and liabilities, exclusive of capital stock, (3) The par value thereof, And shall forward the same to the comptroller with the report provided for in the last section. If the comptroller is not satis- fied with the valuation so made and returned he is authorized and empowered to make a valuation thereof, and settle an account 496 Tax Laws Relating to Railroads. upon the valuation so made by him, and the taxes, penalties and interest to be paid the state. Thus amended by chap. 474, Laws of 1906, taking effect October 31, 1906. Further requirements as to report of corporations. § 191. Every report required by this article shall have an- nexed thereto, the affidavit of the president, vice-president, secre- tary or treasurer of the corporation, association or joint-stock company or of the person or one of the persons, or the mem- bers of the partnership making the same, to the effect that the statements contained therein are true. Such reports shall contain any other data, information or matter which the comp- troller may require to be included therein, and he may prescribe the form in which such reports shall be made and the form of oath thereto. When so prescribed such form shall be used in making the report. The comptroller may require at any time a further or supplemental report under this article, which shall contain information and data upon such matters as the comp- troller may specify. Powers of comptroller to examine into affairs of corporations. § 192. In case any report required by any of the preceding sections of this article shall be unsatisfactory to the comptrol- ler or if any such report is not made as herein required, the comptroller is authorized to make an estimate of the dividends paid by such corporation and the value of the capital stock employed by it, from any such report or from any other data, and to order and state an account according to the estimate and value so made by him for the taxes, percentage and inter- est due the state from such corporation, association, joint-stock company, person or partnership. The comptroller shall also have power to examine or cause to be examined in case of a failure to report or in case the report is unsatisfactory to him, the books and records of any such corporation, joint-stock asso- Tax Laws Relating to Railroads. 497 ciation, company, foreign banker, person or partnership, and may hear testimony and take proofs material for his informa- tion, either personally or he may appoint a commissioner by a written appointment under his hand and official seal for that purpose. Every commissioner so appointed shall be authorized to make such examination and take such testimony and hear such proofs and report the proofs and testimony so taken and the result of his examination so made and the facts found by him to the comptroller. The comptroller shall, therefrom, or from any other data which shall be satisfactory to him, order and state an account for the tax due the state, together with the expenses of such examination and the taking of such tes- timony and proofs. Such expenses shall be fixed and adjusted by the comptroller. Notice of statement of tax; interest. § 193. Upon auditing and stating every account for taxes or other charges under this article, the comptroller shall forthwith send notice thereof in writing to the person, partnership, com- pany, association or corporation against whom the same is made, which notice may be mailed to the post-office address of such person, partnership, association, company or corporation. All accounts so audited and stated shall bear interest upon the total amount found due thereon to the state, for taxes, percentage, interest and other charges, from the expiration of thirty days after sending such notice until payment thereof shall be made. Payment of tax and penalty for failure. § 194. A tax imposed by section one hundred and eighty-two or one hundred and eighty-six of this chapter, shall be due and payable into the state treasury on or before the fifteenth day of January in each year. A tax imposed by section one hundred and eighty-four of this chapter on a transportation or transmis- 32 498 Tax Laws Relating to Railroads. sion corporation, or by section one hundred and eighty-five, on elevated railroads or surface railroads not operated by steam shall be due and payable into the state treasury on or before the first day of August in each year. A tax imposed by section one hundred and eighty-seven of this chapter on an insurance corporation shall be due and payable into the state treasury on or before the first day of June in each year. A tax imposed by section one hundred and eighty-seven-a or one hundred and eighty-seven-b shall be due and payable into the state treasury on or before the first day of September in each year. A tax imposed by section one hundred and eighty-eight of this chapter on a foreign banker shall be due and payable into the state treasury on or before February first in each year. If such tax in any case is not paid within thirty days after the same becomes due, or if the report of any such corporation is not made within the time required by this article, the corporation, association, joint stock company, person or partnership, liable to pay the tax, shall pay into the state treasury in addition to the amount of such tax, a sum equal to five per centum thereof, and one per centum additional for each month the tax remains unpaid, which sum shall be added to the tax and paid or col- lected therewith. Every corporation, . association, joint stock company, person or partnership failing to make the annual report required by this article, or failing to make any special report required by the comptroller, within any reasonable time to be specified by him, shall forfeit to the people of the state the sum of one hundred dollars for every such failure, and the additional sum of ten dollars foi* each day that such failure continues. Such tax shall be a lien upon and bind all the real and personal property of the corporation, joint stock company or association liable to pay the same from the time when it is payable until the same is paid in full. Thus amended by chap. 558, Laws of igoi. Tax Laws Relating to Baileoads. 499 Revision and readjustment of accounts by comptroller. § 195. The comptroller may, at any time within one year from the time any such account shall have been audited and stated, and notice thereof sent to the person, partnership, company, associa- tion or corporation against whom it is stated, revise and readjust such account upon application therefor by the party against whom the account is stated or by the attorney-general, and if it shall be made to appear upon any such application by evidence submitted to him or otherwise, that any such account included taxes or other charges which could not have been lawfully demanded, or that payment has been legally made or exacted of any such account, he shall resettle the same according to law, and the facts and charge or credit, as the case may require, the difference if any, resulting from such revision or resettlement upon the accounts for taxes of or against any such person, part- nership, company, association or corporation. Such credit, whether allowed before or after the passage of this act, may be, by the person, partnership, company, association or corporation in whose favor it is allowed, assigned to a person, partnership, company, association or corporation liable to pay taxes under article nine of this act and the assignee of the whole or any part of such credit on filing with the comptroller such assignment shall thereupon be entitled to credit on the books of the comp- troller for the amount thereof on the current account for taxes of such assignee in the same way and with the same effect as though the credit had originally been allowed in favor of such assignee. The comptroller shall forthwith send written notice of his determination upon such application to the applicant, and to the attorney-general, which notice, may be sent by mail to his post-oflBce address. Thus amended by chap. 642, Laws of 1903. Review of determination of comptroller by certiorari. § 196. The determination of the comptroller upon any appli- cation made to him by any person, partnership, company, asso 560 Tax Laws Relating to Railroads. elation or corporation for a revision and resettlement of anj account, as prescribed in this article, may be reviewed both upon the law and the facts, upon certiorari by the supreme court at the instance of any person, partnership, company, asso- ciation ©r corporation affected thereby, and in the name and on behalf of the people of the state. For the purpose of such review the comptroller shall return, on such certiorari, the accounts and all the evidence before him on such application, and all the papers and proofs upon the original statement of such account and all proceedings thereon. If the original or resettled accounts shall be found erroneous or illegal, either in point of law or of fact, by the supreme court, upon any such review, the accounts reviewed shall then be corrected and restated, and from any determination of the supreme court upon anj such review, an appeal to the court of appeals may be taken by either party. Regulations as to such writ of certiorari. § 197. No certiorari to review any audit and statement of an account or any determination by the comptroller under this article, shall be granted unless notice of -application therefor is made within thirty days after the service of the notice of such determination. Eight days' notice shall be given to the comp- troller of the application for such writ. The full amount of the taxes, percentage, interest and other charges, audited and stated in such account, must be deposited with the state treasurer before making the application and an undertaking filed with the comptroller in such amount and with such sureties as a justice of the supreme court shall approve, to the effect that if such writ is dismissed or the determination of the comptroller afBrmed, the applicant for the writ will pay all costs and charges, which may accrue against him, or it in the prosecution of the writ, including costs of all appeals. Tax Laws Relating to Railroads. 501 Warrant for the collection of taxes. § 198. After the expiration of thirty days from the sending by the comptroller of a notice of a statement of an account as provided in this article, unless the amount of such account shall have been paid or deposited with the state treasurer, if an appeal or other proceeding have been taken to review the same, and the undertaking given as provided in this article, the comp- troller may issue a warrant under his hand and official seal, directed to the sheriflE of any county of the state, commanding him to levy upon and sell the real and personal property of the person, partnership, company, association or corporation against which such account is stated, found within his county for the payment of the amount thereof with interest thereon and costs of executing the warrant, and to return such warrant to the comptroller and pay to the state treasurer the money collected by virtue thereof, by a time to be therein specified, not less than sixty days from the date of the warrant. Such warrant shall be a lien upon and shall bind the real and personal prop- erty of the person,' partnership, company, association or corpora- tion against which it is issued, from the time an actual levy shall be made by virtue thereof. The sheriff to whom any such warrant shall be directed shall proceed upon the same in all respects, with like effect, and in the same manner as prescribed by law in respect to executions issued against property upon judgments of a court of record, and shall be entitled to the same fees for his services in executing the warrant, to be collected in the same manner. Information of delinquents. § 199. It shall be the duty of any person having knowledge of the evasion of taxation under this article by any corporation, association, joint-stock company, partnership or person liable to taxation thereunder, for any omission on their part to make the reports required by this article, to make a written report thereof 502 ■ Tax Laws Relating to Railroads. to the comptroller of the state, with such information as may be in his possession as may lead to the recovery of any taxes due the state therefrom. If, in his opinion, the interests of the state require it, the comptroller may employ such person to assist in the collection and preparation of evidence and in the prosecution and trial of actions for such taxes, and so much of the same, not exceeding ten per centum thereof, as may be col- lected from any such delinquent corporation, association, com- pany, partnership or person, by reason of such report and such services, as shall have been agreed upon between such person and the comptroller or attorney-general as a compensation there- for, shall be paid to such person, and nothing shall be paid to such person for such report or services unless there shall be a recovery of taxes by reason thereof. Action for recovery of taxes; forfeiture of charter of delinquent " corporation. § 200. An action may be brought by the attorney-general, at the instance of the comptroller, in the name of the state, to recover the amount of any account audited and stated by the comptroller under the provisions of this article. If any such account shall remain unpaid at the expiration of one year after notice of the statement thereof has been sent as required by this article, and the comptroller is satisfied that the failure to pay the same is intentional, he shall so report to the attorney- general, who shall immediately bring an action, in the name of the people of the state, for the forfeiture of the franchise of any corporation, joint-stock company or association failing to make such payment, and if it is found that such failure was intentional, judgment shall be rendered in such action for the forfeiture of its franchise and for its dissolution, and there- after such franchise shall be annulled. Tax Laws Relating to Railroads. 503 Reports to be made by the secretary of state. § 201. The secretary of state shall transmit on the first day of each month to the comptroller, a report of the stock corpora- tions whose certificates of incorporation are filed, or of the for- eign stock corporations to whom a certificate of authority has been issued to do business in this state, during the preceding month. Such report shall state the name of the corporation, its place of business, the amount of its capital stock, its purposes or objects, the names and places of residence of its directors, and, if a foreign corporation, its place of business within the state. The comptroller may prescribe the forms and furnish the blanks for such reports. The secretary of state shall make like reports to the comptroller whenever required by him relat- ing to any such corporations whose certificates have been filed or to whom a certificate of authority has been issued prior to the time when this article takes effect, and during any period of time specified by the comptroller in his request for such report. Exemptions from other state taxation. § 202. The personal property of every corporation, company, association or partnership, taxable under this article, other than for an organization tax, shall be exempt from assessment and taxation upon its personal property for state purposes, and the personal property of every corporation taxable under section one hundred and eighty-seven-a of this article, other than for an organization tax, and as provided in chapter thirty-seven of the general laws, shall be exempt from assessment and taxation for all other purposes, if all taxes due and payable under this article have been paid thereby. The personal property of a private or individual banker, actually employed in his business • as such banker, shall be exempt from taxation for state pur- poses, if such private or individual banker shall have paid all taxes due and payable under this article. Such corporation and 504 Tax Laws Relating to Railroads. private or individual banker shall in no other respect be relieved from assessment and taxation by reason of the provisions of this article. The owner and holder of stock in an incorporated trust company liable to taxation under the provisions of this act shall not be taxed as an individual for such stock. Thus amended by chap. 172, Laws of 1902. Application of taxes. § 203. The taxes imposed by this article and the revenues thereof shall be applicable to the general fund of the treasury and to the payment of all claims and demands which are a law- ful charge thereon. ARTICLE XI. Procedure. Contents of petition. § 250. Any person assessed upon any assessment-roll, claim- ing to be aggrieved by any assessment for property therein, may present to the supreme court a petition duly verified setting forth that the assessment is illegal, specifying the grounds of the alleged illegality, or if erroneous by reason of overvaluation, stating the extent of such overvaluation, or if unequal in that the assessment has been made at a higher proportionate valua- tion than the assessment of other property on the same roll by the same officers, specifying the instances in which such inequal- ity exists, and the extent thereof, and stating that he is or will be injured thereby. Such petition must show that a,pplication has been made in due time to the proper officers to correct such assessment. Two or more persons assessed upon the same roll who are affected in the same manner by the alleged illegality, error or inequality, may unite in the same petition. Allowance of writ of certiorari. § 251. Such petition must be presented to a justice of the supreme court or at a special term of the supreme court in tke Tax Laws Relating to Railroads. 505 Allowance of writ of certiorari. § 251. Such petition must be presented to a justice of the supreme court or at a special term of the supreme court in the judicial district in which the assessment complained of was made, within fifteen days after the completion and filing of the assessment-roll aqd the first posting or publication of the notice thereof as required by this chapter. Upon the presentation of such petition, the justice or court may allow a writ of certiorari to the oflScers making the assessment, to review such assess ment, and shall prescribe therein the time within which a return thereto must be made and served upon the relator's attorney, which shall not be less than ten days, and may be extended by the court or a justice thereof. Such writ shall be returnable to a special term of the supreme court of the judicial district in which the assessment complained of was made. The allowance of the writ shall not stay the proceedings of the assessors or other persons to whom it is directed or to whom the assessment is delivered, to be acted upon according to law. Return of writ. § 252. The oflBcers making a return to such writ shall not be required to return the original assessment-roll or other original papers acted upon by them, but it shall be suflBcient to return certified or sworn copies of such roll or papers, or of such por- tions thereof as may be called for by such writ. The return must concisely set forth such other facts as may be pertinent and material to show the value of the property assessed on the roll and the grounds for the valuation made by the assessing ofScers and the return must be verified. Proceedings upon return. § 253. If it shall appear upon the return to any such writ that the assessment complained of is illegal or erroneous or un- equal for any of the reasons alleged in the petition, the court may order such assessment, if illegal, to be stricken from the roll, or if erroneous or unequal, it may order a re-assessment of the property of the petitioner, or the correction of his assess- 506 Tax Laws Relating to Railroads. ment upon the roll, in whole or in part, in such manner as shall be in accordance with law, or as shall make it conform to the valuations and assessments of other property upon the same roll and secure equality of assessment. If upon the hearing it shall appear to the court, that testimony is necessary for the proper disposition of the matter, it may take evidence or may appoint a referee to take such evidence as it may direct, and report the same to the court, with his findings of fact and eon elusions of law, which shall constitute a part of the proceedings upon which the determination of the court shall be made. A new assessment or correction of an assessment made by order of the court shall have the same force and effect as if it had been so made by the proper oflScers within the time prescribed by law for making sucti assessment. Costs. § 254. Costs shall not be allowed against the ofiScers whose proceedings may be reviewed under any such writ unless it shall appear to the court that they acted with gross negligence or in bad faith or with malice in making the assessment com- plained of. If the writ shall be quashed or the assessment con- firmed, or if the assessment complained of shall be reduced by an amount less than half the j?eduction claimed before the assessing officers costs and disbursements shall be awarded against the petitioner. If the assessment shall be reduced by an amount greater than half the reduction claimed before the assess- ing officers, costs and disbursements shall be awarded against the tax district represented by the officers whose proceedings may be reviewed. The costs and disbursements shall not exceed those taxable in an action upon the trial of an issue of fact in the supreme court, except that if evidence shall be taken there shall be included in the taxable costs and disbursements the expense of furnishing to, the court or to the referee a copy of the stenog- rapher's minutes of the evidence taken. Thus amended by chap. 281, Laws of 1905; sections 2 and 3 of said chaoter being as follows: ' § 2. This amendment shall not apply to the proceedings under any writ granted prior to the first day of July, nineteen hundred and five. § 3. This act shall take effect July first, nineteen hundred and five. Tax Laws Relating to Bailroads. 507 Appeals. § 255. An appeal may be taken by either party from an order judgment or determination under this article as from an order and it shall be heard and determined in like manner as appeals in the supreme court from orders. All issues and appeals in any proceeding under this article shall have preference over all other civil actions and proceedings in all courts. Refund of tax paid upon illegal, erroneous or unequal assessment. § 256. If in a final order in any such proceeding it shall be ordered or adjudged that the assessment complained of was illegal, erroneous or unequal, and such order shall not be made in time to enable the assessors or other oflBcers to make a new or corrected assessment for the use of the board of supervisors, then at the first annual session of the board of supervisors after such correction there shall be audited and allowed to the peti- tioner and included in the tax levy of such town, village or city, made next after the entry of such order, and paid to the peti tioner, the amount paid by him, in excess of what the tax would have been if the assessment had been made as deter- mined by such order of the court, together with interest thereon from the date of payment. In case the amount deducted from such assessment by such order exceeds ten thousand dollars, so much thereof as shall be refunded by reason of such corrected assessment, other than the proportion or percentage thereof col lected for such town, village or city purposes, shall be levied upon the county at large and paid to the petitioner without fur- ther audit. The board of supervisors shall audit and levy upon such town, village or city, the proportion or percentage of such excess of tax collected for such town, village or city purposes, which shall be collected and paid to the petitioner without other or further audit. 508 Tax Laws Kblating to Raileoadb. Supplementary proceedings to collect tax. § 259. If a tax exceeding ten dollars in amount levied against a person or corporation is returned by the proper collector uncollected for want of personal property out of which to col- lect the same, the supervisor of the town or ward, or the county treasurer or the president of the village, if it is a village taXj may, within one year thereafter, apply to the court for the insti tution of proceedings supplementary to execution, as upon a judgment docketed in such county, for the purpose of collecting such tax and fees, with interest thereon from the fifteenth day. of February after the levy thereof. Such proceedings may be taken against a corporation, and the same proceedings may thereupon be had in all respects for the collection of such tax as for the collection of a judgment by proceedings supplement- ary to execution thereon against a natural person, and the same costs and disbursements may be allowed against the person or corporation examined as in such supplementary proceedings but none shall be allowed in his or its favor. The tax, if collected in such proceeding, shall be paid to the county treasurer or to the supervisor of the town, and if a village tax, to the treasurer of the village. The costs and disbursements collected shall belong to the party instituting the proceedings, and shall be applied to the payment of the expense of such proceeding. The president of a village and a county treasurer shall have no compensation for any such proceeding. A supervisor shall have no other com pensation except his per diem pay for time necessarily spent in the proceeding. Dismissal of suits or proceedings § 259-a. Where the person or corporation against whom a pro- ceeding or suit is brought to collect a personal tax in arrears in any town or ward, village, county or city of this state is unable for want of property to pay the tax in whole or in part, or where for other reasons, upon the facts, it appears to the court just Tax Laws Relating to Railroads. 509 that said tax should not be paid, the court may dismiss such suit or proceeding on the payment of such part of the tax as may be just or on payment of costs. Added by chap. 348, Laws of 1905. Attorney-general to bring action for sequestration. § 263. It shall be the duty of the attorney-general, on being informed by the comptroller or by the county treasurer of any county that any incorporated company refuses or neglects to pay the taxes imposed upon it, pursuant to articles one and two of this chapter, to bring an action in the supreme court for the sequestration of the property of such corporation and the court may so sequestrate the property of such corporation for the purpose of satisfying taxes in arrear,* with the costs of prosecu- tion, and may, also^ in its discretion, enjoin such corporation and further proceedings under its charter until such tax and the costs incurred in the action shall be paid. The attorney-general may recover such tax with costs from such delinquent corpora- tion by action in any court of record. fARTICLE XII. Laws repealed; when to take effect. LAWS REPEALED. § 280, Of the laws enumerated in the schedule hereto annexed, that portion specified in the last column is repealed. When to take effect. § 281. This chapter shall take effect June fifteenth, eighteen hundred and ninety-six. *So in original. fSlee articles 14 and 15 (mortgage tax and stock transfer tax), following. 510 Tax Laws Relating to Railroads. SCHEDULE OF LAWS REPEALED. Revised Statutes. Sections. Part 1, ch. 13 All, except § 7 of tit. VI. Part III, ch. 8, tit. XVII §§ 28, 29, 30. Laws of Chameb. Sections. 1835 11 All. 1836 401 All. 1841 341 All. 1842 154 All. 1842 318. All. 1845 180 29, 30, 31, 32. 1846 327 ". All. 1847 455 16. 1847 482 All. 1849 180 All. 1851 176 ^ All. 1851 371 All. 1852 46 AIL 1852 282 AU. 1853 69 AU. 1853 406 AIL 1853 409 AU. 1854 393 AU. 1855 37 AU. 1855 83 All. 1855 327 AU. 1855 427 AIL 1856 183 All. 1857 7 AIL 1857 456 All. 1857 536 AU. 1857 585 AIL Tax Laws Relating to Railroads. 511 Laws of Chapter. Sections. 1858 110 All, 1858 357 All. 1859 312 All. 1860 209 All. 1862 194 All 1862 285 1. 1865 453 All. 1866 136 All. 1866 528 All. 1806 820 All. 1867. 361 All. 1867 694 All. 1868 575 All, L869 859 All. 1870 280 All. 1870 323 All. 1870 492 Extract from § 2, authorizing comp- troller to designate papers in which notice of sale of lands for non-pay- ^ ment of taxes shall be published. 1870 506 2,3,4,5. 1871 110 All. 1873 327 All. 1873 809 All. 1874 351. All, 1875 331 All. 1875 466 All. 1875 474 All. 1876 49... ..... ... .uLtt* All. 512 Tax Laws Relating to Railroads. Laws op Chapter. Sections. 1876 96 All. 1876 '. 101 All. 1878 152. All. 1879 492 All. 1880 80 All. 1880 91 All. 1880 269 All. 1880 327 All. 1880 448 All. 1880 542 All. 1880 552 All. 1881 8 All. 1881 166 All. 1881 293 All. 1881 361 AIL 1881 402 5. 1881 433. All. 1881 640 ■ All. 1882 151 All. 1882 409 312-327 inclusive. 1883 342 All, 1883 392 All. 1883 397 All. 1883 464 All. 1884 57 All. 1884 153 All. 1884 280 All. 1884 353 All. 1884 414 All. 1884 435 All. 1884 537 All. 1885 10 All. 1885 ., 82 _.. All. Tax Laws Relating to Railroads. 513 Laws of Chapter. Sections. 1885 201 All. 1885 215 All. 1885 340 12. 1885 359 All. 1885 411 All. 1885 453 All. 1885 501 All. 18SG 50 All. 1886 102 All 188G 143 All. 188G 2G6 All. 1886 315 All. 1886 059 1, 2, 3, 5, 6. 1886 679. All. 1887 .284 All. 1887 342 • All. 1888 110 All. 1889 191 All. 1889 193 All. 1889 353 All. 1889 462. All. 1889 463 All. 1889.. 4G9 .' All. 1889 5G3 All. 1890 145 All. 1890 174 All. 1890 206 All. 1890 497 All. 1890 522 All. 1890 553 All. 1890 556 All. 1891 163 All. 1891 211 All. 33 514 Tax Laws Relating to Railroads. Laws of Chapter. SECTIONa. ISQl 218 All. 1892 196 All. 1892 202 1. 1892 200 All. 1892 347 All. 1892 399........ All. 1892 403 All. 1892 477 All. 1892 529 All. 1892 505 All. 1892 001 All. 1^92 , COS All. 1892 , 713 All. 1892 714 All. J893 199 All. JS93 498 All. 1893 525 All. 1893 704 All. 1893 711 All. -1894 196 All. 1894 312 All. 1894 , 562 All. 1894.*. , 713 All. 1895 378 All. 1895 418 All. 1895 ........ 425 All. 1895 515 All. 1895 556 All. 1895 558 All. 1895 608 All. 1895 895 All. Fisheries, Game and Forest Law 274. Tax Laws Relating to Railroads. 515 ♦ARTICLE XIV. MbRTQAGES OF ReAL PROPERTY \VlTHIN THIS STATES, Section 290. Definitions. 291. Exemption from local taxation. 292. Exemptions. 293. Recording tax. 294. Payment of taxes. 295. Effect of nonpayment of tax. 296. Trust mortgages. 297. Apportionment by state board of tax commiigsioners, 298. Payment over and distribution of tax. 299. Expenses of officers. 300. Supervisory power of state board of tax commissioners and state comptroller. 801. Tax on prior advance mortgages. Definitions. § 290. The words real property and real estate as used in this article, in addition to the definition thereof contained in section two of this chapter shall be understood to include everything a conveyance or mortgage of which can he recorded as a conveyance or mortgage of real property under the laws of the state. The words mortgage of real property as used in this article include every mortgage by which a lien is created over or imposed on real property or which aflfects the title to real property, notwithstand- ing that it may also be a lien on personal or other property or that personal or other property may form part of the security for the debt or debts secured by such mortgage. Executory con- tracts for the sale of real property under which the vendee has or is entitled to possession shall be deemed to be mortgages for the purposes of this article and shall be assessed at the amount un- paid on such contracts. Exemption from local taxation. § 291. All mortgages of real property situated within the state which are taxed by this article and the debts and the obligations which they secure, together with the paper writings evidencing the same, shall be exempt from other taxation by the state, coun- ties, cities, towns, villages, school districts and other local sub- divisions of the state, except that such mortgage shall not be * Article XIV is printed here as it was amended by ehap. 532, Laws of 1906, taking effect July 1, 1906. 516 Tax Laws Relating to Railroads. exempt from the taxes imposed by sections tweuty four, one hun- dred and eighty-seven, one hundred and eighty-seven-a, one hun- dred and eighty-seven-b and article ten of the tax law; but the exemption conferred by this section shall not be construed to impair or in any manner affect the title of any purchaser of land or real estate which may be sold for nonpayment of taxes levied by any local authority. Exemptidns. § 292. No mortgage of real property situated within this state shall be exempt, and no person or corporation owning any debt or obligation secured by mortgage of real property situated within this state shall be exempt, from the taxes imposed by this article by reason of an^- thing contained in any other statute, or by reason of any provision in any private act or charter which is subject to amendment or repeal by the legislature, or by reason of nonresidence within this state or for any other cause. Recording tax. § 293. A tax of fifty cents for each one hundred dollars and each remaining major fraction thereof of principal debt or obliga- tion which is, or under any contingency may be secured by mort- gage of real property situated within the state recorded on or after the first day of July, nineteen hundred and six, is hereby imposed on each such mortgage, and shall be collected and paid as provided in this article. Payment of taxes. § 294. The taxes imposed by this article shall be payable on the recording of each mortgage of real property subject to, taxes thereunder. Such taxes shall be paid to the recording officer of any county in which the real property or any part thereof is situated. It sh^ll be the duty of such recording ofScer to indorse upon each mortgage a receipt for the amount of the tax so paid. Any mortgage so indorsed may thereupon or thereafter be re- corded by any recording officer and the receipt for such tax in- Tax Laws Relating to Railroads. 517 dorsed upon each mortgage shall be recorded therewith. The record of such receipt shall be conclusive proof that the amount of tax stated therein has been paid upon such mortgage. Effect of nonpayment of taxes. § 295. No mortgage of real property shall be recorded by any county clerk, or register on or after the first day of July, nineteen hundred and six, unless there shall be paid the tax imposed by and as in this article provided. No mortgage of real property which is subject to the taxes imposed by this article shall be released, discharged of records* or received in evidence in any action or proceeding, nor shall any assignment of or agreement extending any such mortgage be recorded unless the taxes im- posed thereon by this article shall have been paid as provided in this article. No judgment or final order in any action or pro- ceeding shall be made for the foreclosure or enforcement of any mortgage which is subject to the taxes imposed by this article or of any debt or obligation secured by or which secures any such mortgage, unless the taxes imposed by this article shall have been paid as provided in this article. Trust mortgages. § 296. In the case of mortgages made by corporations in trust to secure payment of bonds or obligations issued or to be issued thereafter, if the total amount of principal indebtedness which under any contingency may be advanced or accrue or which may become secured by any such mortgage which is subject to this article has not been advanced or accrued thereon or become se- cured thereby before such mortgage is recorded, it may contain at the end thereof a statement of the amount which at the time of the execution and delivery thereof has been advanced or accrued thereon, or which is then secured by such mortgage; thereupon the tax payable on recording of the mortgage shall be computed on the basis of the amount so stated to have been so advanced or accrued thereon or which is stated to be secured thereby. Such statement shall thereafter at all times be binding upon and con- So in the origiuaL 518 Tax Laws Relating to Railroads. elusive against the mortgagee, the holders of ary bonds or obliga- tions secured by such mortgage and all persons claiming through the mortgagee any interest in the mortgage or in the mortgaged premises. The tax for such sums of principal indebtedness as may be advanced, accrue or become secured after the execution and delivery of any such mortgage shall be payable at or before the time when such sums are advanced, accrue or become secured^ Such additional tax shall be paid to the recording officer where such mortgage has been or is first recorded and a receipt therefor shall be indorsed upon the mortgage and payment therefor shall be noted in the margin of the record of such mortgage and the note of such payment or additional payment shall have the same force and effect as the record of receipt of the tax which under this article is payable at or before the recording of the mortgage. Apportionment by state board of tax commissioners. § 297. When the real property covered by a mortgage is as- sessed in more than one county it shall be the duty of the state board of tax commissioners to ascertain the assessed value of the property in each county and to apportion the amount upon which llie tax shall be paid to the recording ofiQcer in each of the said counties upon the basis of the relative assessments. Where the mortgage is a first lien upon real property situate in one tax district and a subsequent lien upon real property situate in another tax district it shall be their duty to apportion the amount of the tax properly to be credited to said tax districts by ascertain- ing the valuation of each, parcel as appears from the last preceding assessment-roll of the tax district in which such parcel is located after deducting therefrom the taxable amount of any prior lien. When the real property covered by a mortgage is located partly within the state and partly without the state it shall be the duty of the state board of tax com- missioners to determine what proportion shall be taxable under this article by determining the relative value of the mortgaged property within this state as compared to the tot'tl value of the entire mortgaged property, taking into consideration Tax Laws Relating to RAiLROADa. 519 in so doing the amount of all prior incumbrances upon such prop- erty or any portion thereof. If a mortgage covering property located partly within the state and partly without the state, is presented for record before such determination has been made, then there may be presented to the recording ofiScer with such mortgage, a statement in duplicate verified by the mortgagor or an officer or duly authorized agent or attorney of the mortgagor, specifying the value of the property covered by the mortgage within the state and the property covered by the mortgage with- out the state, stated separately. One of such satements shall be filed by the recording officer and the other shall be trans- mitted by him to the state comptroller. The tax payable under this article before the determination by the state board of tax commissioners, shall be computed upon such proportion of the principal indebtedness secured by the mortgage as the value of the mortgaged property within the state shall bear to the total value of the entire mortgaged property as set forth in such state- ment. The state comptroller shall present the statement trans- mitted to him or a certified copy thereof to the state board of tax commissioners who shall thereupon on not less than ten days' notice, served personally or by mail upon the person making such statement, the mortgagee and upon the comptroller, proceed to determine what proportion of the principal indebtedness secured by the mortgage shall be used as the measure of taxation within the state under the provisions of this article. They may also determine at the same time the proportion of the tax which shall be paid by the recording officer who has received the same, to the several county treasurers of the respective counties in the state, in which parts of the mortgaged property are situated, and also the proportion of the tax to be distributed under the pro- visions of this article to be credited to each town or city within a county. The state board of tax commissioners shall report their determination to the state comptroller who shall file a certified copy of such determination with the recording oflScer of each county in which any part of the mortgaged property is situated. 520 Tax Laws Relating to Railroads. The comptroller shall serve a copy of such certificate personally or by mail upon the person making such statement and upon the mortgagee together with a notice requiring the payment to the proper recording officer within ten days thereafter, of the amount of the tax on such mortgage, if any, which under the determina- tion of said board remains unpaid. Such additional tax shall become due and be deemed unpaid upon the expiration of such period of ten days. The state board of tax commissioners shall adopt rules to govern their procedure and the manner of taking evidence in these matters and may require certified statements to be furnished either by boards of assessors or recording officers of the respective counties in relation thereto, and immediately upon making their determination they shall file a certificate thereof with the recording officer of each county within which a portion of the mortgaged property is situated; and a minute of such determination shall be entered in the margin of the record of the said mortgage, and whenever the tax upon a mortgage secured by real property assessed in two or more counties shall have been paid, as provided by this article it shall also be the duty of the state board of tax commissioners to equitably apportion between the respective counties the amount upon which such tax is to be computed and to file the certificate of their determination with the recording officer, and thereupon said recording officer shall pay over to the several county treasurers of the respective coun- ties or to the chamberlain of the city of New York the sums fixed by said certificate of determination. , Payment over and distribution of taxes. § 298. Upon the first day of each month the recording officer of each county shall pay over to the county treasurer of said county, and in the counties of New York, Kings, Queens and Richmond to the chamberlain of the city of New York all moneys received during the preceding month upon account of taxes paid to him as herein described, after deducting the necessary expenses of his office as provided in section two hundred and ninety-nine, except taxes paid upon a mortgage which under the provisions Tax Laws Relating to Railroads. 521 of section tRo hundred and ninety-seven is to be apportioned by the state board of tax commissioners between several counties, which taxes and money shall be paid over by him as provided by the determination of said state board of tax commissioners within five days after the filing of said determination in his office. The county treasurer of each county and in the counties of New York, Kings, Queens and Richmond the city chamberlain of the city of New York shall on the first day of January, nineteen hundred and seven, and quarterly thereafter, after having deducted the necessary expenses of his office provided in section two hundred and ninety-nine, transmit one-half of this net amount collected iinder the provisions of this article to the state treasurer and shall receive from the state treasurer a receipt therefor counter- signed by the comptroller. And the remaining portion thereof in the counties of New York, Kings, Queens and Richmond shall be paid into the general fund of the city of New York and be applied to the reduction of taxation, and in the other counties of the state the remaining portion shall be held by the respective county treasurers subject to the order of the board of supervisors as hereinafter provided. Prior to the first day of December in each year the county clerk shall cause to be prepared a list con- taining a description of all mortgages upon which taxes have been paid by a reference to the date of each mortgage, the name of the mortgagor and mortgagee, the amount of the principal debt upon which the tax was paid together with the book and page where said mortgage is recorded, together with the town, city or village in which the mortgaged property is assessed, and if assessed in two or more tax districts the amount apportioned to each tax district by the state board of tax commissioners, and shall file the statement in his office and shall furnish a copy thereof to the clerk of the board of supervisors, and another copy thereof to the county treasurer. The board of supervisors of the several coun- ties shall, on or before the fifteenth day of December in each year, ascertain from the statement filed with their clerk by the county clerk the location of the mortgaged property with respect to the several tax districts and the amount of tax properly to be credited 5^2 Tax Laws Relating to Railroads. to each town, city and village and of the sum so credited to each town which does not contain within its boundaries an incorpo- rated village or portion thereof and to each city other than the city of New York, one-half therepf shall be applicable to the pay- ment of school taxes and one-half thereof shall be applicable to the payment of state, county and city, or town expenses; where the town contains within its limits a city, incorporated village,^ or portion thereof, the supervisor shall apportion to the city, vil- lage or villages so much of the share credited to the said town as the assessed value of said city, village or portion thereof bears to twice the total assessed valuation of the town, and one-half of the remaining balance shall be applicable to the payment of state, county and town taxes, and one-half to the payment of school taxes. The board of supervisors of each county, on or before the fifteenth day of December each year shall determine the respective sums applicable hereunder to each of the foregoing purposes and shall issue their warrant for the payment to the city or town collector of the amount payable to said city or town, and their warrant for the payment to the village treasurer, of the sum of money to which the village shall be entitled, and for the payment to the city official having authority to receive the other moneys raised by tax for school purposes in said municipality, and to the supervisor of each town of the amount to which the town is entitled for the payment of school taxes; and it shall be the duty of said supervisor of a town to apportion the sum so paid to him for school purposes between the several school dis- tricts upon the basis of the aggregate days' attendance as appears from the statement filed with him by the school commissioners in March of each year and shall notify the trustee or trustees of said school district of the amount standing to the district's credit in his hands, which sum shall be deducted from the next annual school levy of said district and shall be paid iby the supervisor to the collector of the school district as soon as the said collector shall have received his warrant for the collection of the next annual tax. Tax Laws Relating to_ Eailkoads. 523 Expenses of officers. § 299.- Recording oflScers and count j treasurers and the cham- berlain of the city of New York, shall severally be entitled to receive all their necessary expenses for the purposes of this act, including printing, hire of clerks and assistants, being first ap- proved and allowed by the state board of tax commissioners, which shall be retained by them out of the moneys coming into their hands. Supervisory power of state board of tax commissioners and state comptroller. § 300. The state board of tax commissioners shall have general supervisory power over all recording officers in respect of thf duties imposed by this article and they may make such rules and regulations for the government of recording officers in respec< to the matters provided for in this article as they may deen proper, provided that such rules and regulations shall not b' inconsistent with this or any other statute. The state com] troUer shall have general supervisory power over all coun40 Rapid Transit Act. Holding contractor harmless; bond of contractor; assignment of contract, etc. § 34-c. Every contract for the construction or operation of such road or roads shall provide by proper stipulations and covenants on the part of the said city, that the said city shall secure and assure to the contractor, so long as the contractor shall perform the stipulations of the contract, the right to con- struct or to operate the road as prescribed in the contract, free of all right, claim or other interference, whether by injunction, suit for damages or otherwise, on the part of the owner, abutting owner, or other person. The person, firm or corpora- tion bidding or contracting for the construction, equipment, maintenance or operation of the railroad or railroads included in any such contract shall make such deposit of cash or securities, and shall give a bond to said city, in such amount as said board of rapid transit railroad commissioners shall require, and with sureties to be approved by said board, who shall jus- tify each in double the amount of his liability upon said bond. Said bond shall be a continuing security, and shall pro- vide for the prompt payment by said contracting person, firm or corporation, of the amount of annual rental, if any, specified in the aforesaid contract, and also for the faithful performance by said contracting person, firm or corporation of all the con- ditions, covenants and requirements specified and provided for in said contract. . In lieu of said continuing bond such con- tracting person, firm or corporation may, upon the approval of the said board, deposit with the comptroller or other chief finan- cial officer of sucb city cash equal in amount to the entire amount of the said bond or securities which are lawful for the investment of the funds of savings banks within this state and are worth not less than the entire amount of ^uch bond. If such bond shall have been given then after the deposit of cash and securities in lieu thereof as aforesaid, and the ap- proval thereof by the said board, the said bond shall be sur- rendered by the said city to the said contracting person firm Rapid Transit Act. 641 or corporation duly canceled by the comptroller or other chief financial officer of the said city. In the event of the deposit of cash or securities as aforesaid, the contract may provide for the payment to the contractor of the income of such securi- ties or of interest upon such moneys at a rate not higher than the highest rate received by the city upon the deposit of its funds with banks, and may also provide for withdrawal of se- curities so deposited upon deposit of cash or securities of the same value, provided that all such securities shall be such as are so lawful for the investment of the funds of savings banks. The said board may in or by any such contract and in its dis- cretion require, and this act^ as the same was prior to the present amendment thereof shall be deemed to have authorized the said board to have heretofore required any other security upon any such contract. No contract entered into under au- thority of this act shall be assigned without the written con- sent of the said board of rapid transit railroad commissioners, concurred in by six members of said board. The said contract- ing person, firm or corporation, with such written consent and upon such terms and conditions as the said board shall pre- scribe, may either assign the whole of such contract or sepa- rately the right or obligation to maintain and operate the said road or roads for the remainder of the term of years specified in such contract and all rights with respect to such mainte- nance and operation, or included in the leasing provisions of such contract, but subject to all the terms and conditions therein stated; provided, however, that the assignee or assignees shall, in and by such assignment, assume all of the obligations of the original ' contractor under or with respect to such leasing pro- visions and all obligations which relate in any way to such operation and maintenance, and provided, further, that the said board before giving its consent shall be satisfied that the pecun- iary responsibility of the assignee or assignees shall be no less than that of such original contractor ; and provided, further, that all of the security or securities which the city shall have received 11 642 Rapid Transit Act. for the performance by the original contractor of such leasing provisions and of all provisions of the contract with respect to such operation and maintenance shall continue in full force as provided in such contract, or any modification thereof, as security for the performance by such assignee of all obligations of the contractor under or with respect to such leasing provisions and such maintenance or operation. It shall be deemed to be part of every such contract that, in case the board of rapid transit railroad commissioners shall cease to exist, the legislature may provide what public oflScer or oflflcers of the city shall exercise the powers and duties belonging to the board of rapid transit railroad commissioners under or by virtue of any such contract, and that in default of such provision, such powers and duties shall be deemed to be vested in the mayor of the city. Every such contract shall provide that if the contracting person, firm or corporation shall fail to construct, equip, maintain or operate the railway according to the terms of the contract, and shall, after due notice of its default, omit for more than a reasonable time to comply with the provisions of such contract, the board of rapid transit railroad commissioners may bring an action in the name and in behalf of the city to forfeit and vacate all the rights of such contracting person, firm or corporation under such contract, and for damages and otherwise as may be necessary for the sufficient and just protection of the rights of the city; or may, upon such terms as to the board of rapid transit railroad commissioners seem just, and with such person or corporation as to the said board may seem proper, make another operating con- tract and lease of the said road for the residue of the term of the contractor in default ; and may bring action in the name and on behalf of the city to recover from the contractor the amount due from the contractor, less the amount which shall have been re- ceived by the city, under or by virtue of such new contract, and for all other damages sustained by the city by reason of such default. Added by ehap. 472, Laws of 190C Rapid Transit Act. 643 Operation by the city; rate of fare; no advertisements to be allowed, etc. § 34-d. If in the opinion of the board of estimate and appor tionment, or other analogous local authority of such city, either a contract for equipment, maintenance and operation, or a con- tract for maintenance and operation as provided for in the preceding sections would be inexpedient, impracticable or preju- dicial to the public interest, the board of rapid transit railroad commissioners shall forthwith devise and prepare a plan for the maintenance and operation of such road or roads, and when said plan shall have been approved by the board of estimate and ap- portionment, or other analogous local authority of such city, the said board of rapid transit railroad commissioners shall maintain and operate such road or roads for and on behalf of said city. The rates of fare provided for in any operating contract or plan aforesaid shall be adjusted, fixed and readjusted always with a view to securing sufficient receipts therefrom, when added to the net revenues from such galleries, ways, subways or tunnels, and all other sources incidental or appurtenant to the use and opera- tion of said road or roads, to provide for operating expenses, maintenance, interest on the cost, all other proper charges, and a sinking fund to discharge the bonds issued for the construction and equipment of such road or roads within a reasonable period, without recourse to taxation. Whenever it shall seem practica- ble to reduce rates of fare, the reduction shall in the first instance be in favor of school children, and then, next in order, in favor of all the public between six and nine o'clock ante meridian, and between four and seven o'clock post meridian, and then for all the public from five o'clock ante meridian until seven o'clock post meridian, and, lastly, for all the public at all times. No part of any road or roads or of its or their appurtenances, constructed under the authority of this act, shall be used for advertising pur- poses, except that the person, firm or corporation operating such road or roads may use the structure for posting necessary infor- mation for the public relative to the running of trains and to the operation of the road or roads. Nor shall any trade, traffia 644 Rapid Transit Act. or occupation, other than required for the operation of said road or roads be permitted thereon or in the stations thereof, except such sale of newspapers and periodicals as may, from time to time, always with the right of revocation, be permitted by the board of rapid transit railroad commissioners. Added by chap. 472, Laws of 1906. Discretion as to contracts. § 34-6. Nothing contained in this act shall be deemed, or be construed as intending, to limit, or as limiting, in any manner, the discretion of the board of rapid transit railroad commission- ers, provided in the opinion of the board of estimate and appor- tionment, or other analogous local authority of such city, it is expedient, practicalble and in the public interest to do so, to enter into contracts for construction, equipuaent, maintenance and operation with the same person, firm or corporation, or for any one or more of said purposes with the same person, firm or cor- poration, or with different persons, firms or corporations, either in one contract or in separate contracts, and at any time or times. Added by chap. 472, Laws of 1906. Equipment, wfiat contract to include ; power houses. § 35. The equipment to be supplied by the person, firm or cor- poration contracting for the equipment or any part thereof, of any such road shall include all such rolling stock, motors, boilers, engines, wires, ways, conduits and mechanisms, machinery, tools, implements and devices of every nature whatsoever used for the generation or transmission of motive power and including all power houses, and all apparatus and all devices for signaling and ventilation as may be required for the operation of such road and specified in the contract for such equipment. Thus amended by chap. 472, Laws of 1906. See section 3 of chap. 599, Laws of 1905. Advertising for proposals. § 36. The said board of rapid transit railroad commissioners before awarding any contract or contracts shall advertise for proposals for such contracts by a notice to be printed twice a Eapid Transit Ac*. 645 week for three successive weeks in no less than four of the daily newspapers published in said city, and in such newspapers pub- lished elsewhere than in said city as said board shall determine. Such notice shall set forth and state the points within said city, between which said road or roads is or are to run, the general method of construction, the route or routes to be followed, the term of years for which it is proposed to make such contract, and such other details and specifications as said board shall deem to be proper. Said notice shall state the time and place at which said proposals will be opened, and the said board shall attend at the time and place so specified, and shall publicly open all pro- posals that shall have been received, but the said board shall not be bound to accept any proposals so received, but may reject all such proposals and readvertise for proposals in the manner here- inbefore provided, or may accept any of such proposals as will, in the judgment of such board, best promote the publi* interest, and award a contract accordingly. Thus amended by chap. 519, Laws of 1895. Issuance of Cbrids by the city; public hearing on proposed contracts. § 37. For the purpose of providing the necessary means for such construction, or equipment, or both, as the case may be, at the public expense, of any such road or roads, including galleries, ways, subways and tunnels for subsurface structures, and the necessary means to pay for lands, property, rights, terms, privi- leges and easements, whether of owners, abutting owners, or others, which shall be acquired by the city for the purposes of the construction or the operation of such road or roads as here- inafter provided, and of meeting the interest on the bonds in this section hereinafter provided for accruing thereon prior to the completion and readiness for operation of the portion of such road or roads, and the galleries, ways, subways and tunnels for subsurface structures; for the construction, or equipment of which such bonds shall have been respectively issued, the board 646 Rapid Transit Act. of estimate and apportionment, or other local authority in said city, in which such road or roads are to be constructed, having power to make appropriations of moneys to be raised by taxation therein, from time to time, and as the same shall be necessary, and upon the requisition of said board of rapid transit railroad commissioners, shall direct the comptroller, or other chief finan- cial oflScer of said city, and it shall thereupon become his duty, to issue the bonds of said city at such a rate of interest, not exceeding four per centum per annum, as said board of estimate and apportionment, or other local authority directing the issue of such bonds, may prescribe. Said bonds shall provide for the payment of the principal and interest in gold coin of the United States of America. They shall nt)t be sold for less than the par value thereof, and the proceeds of the same shall be paid out and expended for the purposes for which the same are issued, upon vouchers certified by said board of rapid transit railroad com- missioners. Said bonds shall be free from all taxation for city and county purposes, and shall be payable at maturity out of the sinking fund for the payment of the city debt, if there be such a sinking fund of said city ; but if there be no such sinking fund, then out of a sinking fund to be established and created out of the annual rentals or revenues of said road including galleries, ways, subways, or tunnels for subsurface structures, as herein- before provided. But this provision that the said bonds shall be payable out of such sinking fund shall not diminish or affect the obligation of said city as a debtor upon said bonds, or any other right or remedy of any holder or owner of any such bonds, to collect the principal or interest thereof. The amount of bonds authorized to be issued and sold by this section shall not exceed the limit of amount which shall be prescribed by the board of estimate and apportionment or such other local authority having power to make appropriations of moneys to be raised by taxation ; and no contract for the construction of such road or roads shall be made unless and until such board of estimate and apportion- ment or such other local authority shall have consented thereto Eapid Transit Act. 647 and prescribed a limit to tlie amount of bonds available for the purposes of this section which shall be suflScient to meet the re- quirements of such contract in addition to all obligations there- tofore incurred and to be satisfied from such bonds. Before finally fixing the terms and conditions of any contract for any of the purposes contained and set forth in this act, the board of rapid transit railroad commissioners of the appropriate city shall set a date or dates for a public hearing upon the proposed terms and conditions thereof, at which citizens shall be entitled to appear and be heard. 'No such hearing shall be held, however, until notice thereof shall have .been puhlished for at least two weeks immediately prior thereto in the City Record, or other ofScial publication of the city, and at least twice in two daily newspapers pulblished in the city, to be designated by the mayor. It shall be the duty of the board of rapid transit railroad com- missioners to cause not less than five hundred copies of a draft of the proposed contract to be printed at least two weeks in advance of such hearing. The said notice of such public hearing shall state where copies of such drafts may be obtained upon payment of a fee, to be fixed by said board, but not to exceed, one dollar for each such copy. The said board may, after the hearing to be held as above required, alter, modify or amend such draft contract in any manner in its discretion. Thus amended by chap. 607, Laws of' 1906. Section 37 was first amended in 1906 by chap. 472. Modification of contracts and plans. § 38. The board of rapid transit railroad commissioners for and on behalf of the said city in which such road or roads may be constructed, may, from time to time, with the concurrence of six members of said board and the consent, in writing, of the bondsmen or sureties of the person, firm or corporation which has contracted to construct, equip, maintain or operate said road or roads, or any of them, agree with the said contracting person, firm or corporation upon changes in and modifications of said contract, or of the plans and specifications upon which said road or roads is or are to be constructed, but no change or modifica- 648 Rapid Transit Act. tions in the plans and specifications consented to and authorized pursuant to section five of this act shall be made without the fur- ther consent and authorization provided for in said section; but in no event shall the annual rental to be paid to said city, for the use of said road, be reduced below the minimum rate hereinbefore provided. Thus amended bj chap. 472, Laws of 1906. Elevated railways in lieu of bridge approaches. § 38a. The boar J" of directors of any company incorporated for the purpose of constructing, maintaining or operating a bridge or bridges connecting a city of more than one million inhabitants with any other city in this sitate, and by the act of incorporation of which authority shall have been conferred or intended to be conferred, to construct, maintain or operate, as a part of or in connection with its bridge, an approach or approaches thereto extending generally in an easterly and westerly direction, may determine in lieu of constructing such approach or approaches, to build, maintain and operate an elevated railway, the route of which shall be coincident with the route of such approach or approaches as defined in said act, and shall adopt a general plan for the construction thereof, and which shall show the general mode of operation, and contain such details as to manner of con- struction as may be necessary to show the extent to which any street, avenue, or other public place is to be encroached upon and the property abutting thereon affected, a copy of which plan shall be transmitted to the common council of the city in which the same is to be located. Such proceedings shall thereupon be had by such common council as are provided by section five of this act, as though such plans had been transmitted by the rapid transit commissioners as contemplated in said section. Provided, that where in any such city the exclusive control of any street, route, highway or avenue, which is to be occupied by any railway or railways constructed under the provisions of this section is by law vested in any local authority other than the common council Rapid Transit Act. 649 of such city, the approval of the aforesaid plans, and consent to the construction of a railway thereunder shall be given by such local authority in place of, and if required in addition to such approval and consent by such common council, and with like effect. Upon obtaining the approval and consent of the local authorities as in said section provided, the said board of directors shall take the necessary steps to obtain, if possible, the consent of the property owners along the line of the said route or routes, and all proceedings in respect of such consents or when such consents cannot be obtained shall be similar in all respects to the proceedings in said section provided. Any consent of the local authorities to construct or operate such railway shall be given only upon the condition that the rate of fare upon such elevated railway shall not exceed five cents for each passenger, and that payment of such iare shall entitle each passenger to or from said elevated railroad to free transit across the bridge or bridges with which it is intended to connect the same. When the consents of the local authorities and the property owners, or in lieu thereof, the authorization of the supreme court upon the report of the commissioners shall have been obtained, and the said company shall have accepted such condition it shall have all the powers of corporations formed under this act, it shall be authorized to build, construct, maintain and operate such elevated railway or railways, but all provisions of this act, or of any act requiring the sale of the right, privilege and franchise of constructing, maintaining and operating such railway or railways, or requiring a corporation or corporations to be organized for the purpose of acquiring such right, privilege and franchise, and all other pro- visions of this act or of any act inconsistent with this section, are hereby declared inapplicable to such elevated railway and to such company. The entire route of any elevated railway constructed under the provisions of this section shall not exceed three miles in length, nor shall any part of said railway except at the termini 650 Rapid Transit Act. thereof be less than sixteen feet above any street, avenue or public place, or less than fourteen feet above any existing ele- vated railway which may be crossed, intervened or intersected thereby. The said railway may be located and constructed so as to cross any intersecting street, avenue, highway or place other- wise exempted, except that no public park shall be occupied or crossed thereby, the structure of such elevated railway shall be liable to taxation as provided by law for similar structures. Thua amended by changing the number of the section from 38 to 38a, by chap. 519, Laws of 1895. This section was added to the law by chap. 102, Laws of 1892. Acquisition of land, etc. § 39. For the purpose of constructing or operating any road for the construction or operation of which a contract shall have been made by the board of rapid transit railroad commission- ers, including necessary stations and station approaches, or for the purpose of operating or securing the operation of the same -free of interference and right of interference and of action and right of action for damages and otherwise, whether by abutting owners or others, or to provide, lay or maintain conduits, pipes, ways or other means for the transmission of electricity, steam, water, air or other source or means of power or of signals or of messages necessary or convenient for or in the construction or operation of such road, or for the transportation of materials necessary for such construction or operation, or to provide a tem- porary or permanent way or course for any such conduit, pipe or other means or source of transportation, said board for and in behalf of said city may acquire, by conveyance or grant to said city to be delivered to the said board and to contain such terms, conditions, provisos and limitations as the said board shall deem proper, or by condemnation or other legal or other proceedings, as in this act provided, any real estate and any rights, terms and interest therein, any and all rights, privileges, franchises and easements, whether of owners or abutters, or others to interfere with the construction or operation of such road oir to recover Rapid Transit Act. 651 damages therefor, which, in. the opinion of the board, it shall he necessary to acquire or extinguish for the purpose of construct- ing and operating such road free of interference or right of inter- ference. The word property hereinafter used shall be deemed to include any such real estate, and any rights, terms and interest therein, and any such rights, privileges, franchises and easements, whether of owners, abutting owners, or others. Where any con- tractor for the construction or operation of any such railroad shall require any property for such construction and operation, such property shall be deemed to be required for a public purpose ; and with the approval of the said board of rapid transit railroad commissioners the same may be acquired by the said contractor in all respects as such property may be acquired by the said board of rapid transit railroad commissioners for the said city, and all proceedings to acquire the said property shall be conducted under the direction and subject to the approval of the rapid transit rail- road commissioners. It shall be the duty of the board whenever any property which the city shall have acquired as provided in this act shall be unnecessary for rapid transit purposes, to sell and convey the same in behalf of said city, provided, however, that no such sale or conveyance shall be made except with the approval of the commissioners of the sinking fund of such city or, if there be no commissioners of the sinking fund then the other board or public body thereof having power to sell or lease city property and provided further that the proceeds of any such sale or conveyance shall, under the direction of the said board of rapid transit railroad commissioners, be applied either to the purchase of other property necessary for rapid transit purposes or shall be applied in all respects as the payments of rental to be made by the contractor as provided in this act. Whenever the said rapid transit railroad commissioners for and in behalf of the city shall have acquired or shall hereafter acquire an ease- ment in property by conveyance or grant for the purpose of the operation or construction of a rapid transit railroad, it may in behalf of the city and as part consideration for the grant or con- 652 Rapid Transit Act. veyance of the easement, enter into an agreement with the grantor of sii«h easement or right of way, giving to such grantor or his assigns, the right of lateral or other support through, in, or under the said property, or any adjoining lands or space occu- pied by said rapid transit railroad for any building erected or to be erected upon the land over which the easement or right of way has 'been obtained for the support and maintenance of any such building or buildings, provided that any structure that shall be built for the support of any such building or buildings shall be approved by said board and shall not extend in or under any street beyond the curb lines as fixed by the ordinances of the board of aldermen or other legislative body of such city. Thus amended by chap. 472, Laws of 1906. Entry upon lands and property. § 40. It shall and may be lawful for said board, and for all persons acting under its authority, to enter in the daytime into and upon any and all lands and property which it shall deem necessary to be acquired, or to which there may be appurtenant rights, terms, franchises, easements or privileges which it shall deem necessary to be acquired or extinguished by said city, for the purpose of making the maps or surveys hereinafter men- tioned, and also to enter in like manner and for the same purpose upon any property adjacent to and within five hundred feet of the property to be so surveyed; and the said board shall cause three similar maps or plans to be made of each parcel of property which it may deem necessary so to be acquired, or to which there may be appurtenant rights, terms, franchises, easements or privi- leges necessary so to be acquired or extinguished, designating each of said parcels by a number, and upon each map or plan so made or in a memorandum accompanying the same and to be deemed part thereof the said board shall cause to be clearly indicated the particular estate or estates, rights, terms, privi- leges, franchises or easements to be acquired or extinguished for the purposes of this act, in relation to each and every piece Rapid Transit Act. 653 or parcel of property described upon said map or plan. The said board shall have power to cause a triplicate set of maps or plans and memoranda as herein provided for to be made as often and at such times as said board shall determine, and each set of maps or plans and memoranda so made shall contain the par- ticulars above enumerated within such district as said board shall in each case provide. The maps or plans and memoranda herein provided for, when approved and adopted by said board, shall have written thereon a certificate of such approval, signed by the members of said board adopting and approving the same, and one copy thereof shall be filed in the department of public works, or other chief executive department having principal charge of the streets, there to remain as a public record, and the other two of said maps or plans and memoranda shall be trans- mitted to the counsel to the corporation or other principal legal adviser of said city. The said board may from time to tiine make and file further maps or plans and memoranda amending those already filed, but not so as to defeat or impair any property or interest which shall have been already acquired, or to revive any interest or right which may have been already extinguished by the said city. Thus amended by chap. 519, Laws of 1895. Board may direct proceedings to be taken. S 41. Whenever and as often as the said board shall deem it to be necessary and proper that the said city should acquire any such property and shall have caused to be made, as provided in the last preceding sections, the maps or plans and memoranda specifying and defining the said property to be acquired, or to which are appurtenant the rights, terms, franchises, easements or privileges to be acquired or extinguished, and shall have certified, filed and transmitted the several copies of such maps or plans as in the last section prescribed, the said board may direct the counsel to the corporation or other principal legal adviser of ^4 Rapid Transit Act. said city, to take legal proceedings to acquire the same for the said city, and the said counsel to the corporation, or other principal legal adviser, shall thereupon take proceedings as in this act provided. Thus aimended by chap. 519, Laws of 1895. Filing of maps. § 42. The said counsel to the corporation, or other principal legal adviser of said city, shall cause one of the maps or plans, so as aforesaid transmitted to him, to be filed in the oflBce of the register of the county, or if there be no such register, then in the ofSce of the county clerk of the county in which said city is situ- ated. The map, hereinafter denominated the third map, being the other one of the two so as aforesaid transmitted to said counsel to the corporation, or other legal adviser, shall be dis- posed of as hereinafter provided. This section added by chap. 752, Laws of 1894. Application for commissioners of appraisal. § 43. After the said set shall have been filed as hereinbefore provided in the oflSce of the register or county clerk of said county, the said counsel to the corporation, or other principal legal adviser, for and on behalf of the said city, shall, and he may from time to time, upon first giving the notice required by the next section of this act, apply to the supreme court at any special or general term thereof, to be held in the judicial district in which said city is situated, for the appointment of commissioners of appraisal. Upon each such application he shall present to the court a petition, signed by a majority of the members of said board and verified in the manner prescribed by law for the verification of pleadings, according to the practice of said court, settitig forth the action or determination theretofore taken or had by said board, with respect to the property to be acquired, and the filing of said maps or plans and memoranda and praying for the appointment of such commissioners of appraisal. Such Rapid Transit Act. 655 petition shall contain a general description of all the property to, or in or over or appurtenant to which any title, interest, right, franchise, easement, term or privilege is sought to be acquired or extinguished, and of every right, franchise, ease- ment, or privilege sought to be acquired, by the said city for public purposes, each lot or parcel being more particularly de- scribed by a reference to the number of said lot or parcel as given on said maps, and the title, interest, right, easement, term or privilege sought to be acquired, or extinguished, to or in or over or appurtenant to each of said lots or parcels shall be stated in said petition. Thus amended by chap. 519, Laws of 1895. Publication of notice, or service of petition for application for appointment of commissioners of appraisal. § 44. The said counsel to the corporation, or other principal legal adviser, shall give or cause to be given notice by publica- tion in two public newspapers published in the said city, or, instead of such puWication, may in his discretion cause service of the petition and notice of his intention to make application to the said court for the appointment of such commissioners of appraisal, to be made in the same manner prescribed by section three thousand three hundred and sixty-two of the code of civil procedure, as amended by chapter ninety-five of the laws of eighteen hundred and ninety, such notice if published as afore- said shall state the time and place of such application, shall briefly state the object of the application, and shall briefly describe the property sought to be acquired or affected, and refer to a fuller statement to be filed in the office of the board of rapid transit railroad commissioners, in which shall be set forth the location and boundaries of the several lots or parcels of property, and rights, franchises, easements or privileges sought to be taken or affected, and a brief statement as to each of said lots or parcels, of the title, interest, rights, easements, terms 656 Kapid Transit Act. or privileges therein or appurtenant thereto sought to.be acquired or extinguished, with a reference to the dates and places of filing the said maps or plans and memoranda shall be a suflScient description of the property sought to be so taken or affected. Such notice in case of publication as aforesaid shall be so pub- lished, in said newspapers twice a week for six weeks imme- diately previous to the time fixed in said notice for the presenta- tion of each petition. Thus amended by ehap. 533, Laws of 1902. Order for appointment of commissioners. § 45. At the time and place mentioned in said notice, unless the said court shall adjourn said application to a subsequent date, and in that event at the time to which the same may be adjourned, the court, upon due proof to its satisfaction of the publication aforesaid, and upon filing the said petition, shall make an order for the appointment of three disinterested free- holders, residents in said city, as commissioners of appraisal, to ascertain and appraise the compensation to be made to the owners of property so to be taken or extinguished for the pur- poses indicated in this act. Such order shall fix the time and place for the first meeting of the commissioners. This section added by chap. 752, Laws of 1894. Oath of commissioners. § 46. The said commissioners shall take and subscribe the oath required by the twelfth article of the constitution of the state of New York, and shall forthwith file the same in the ofiQce of the clerk of the county in which said city is situated. This section added by chap. 752, Laws of 1894. City seized in fee of land upon filing oaths. § 47. On filing said oath in the manner provided in the last section, the said city shall be and become seized and possessed in fee or absolute ownership of all those parcels of property. Rapid Transit Act. 657 rights, terms, franchises, easements and privileges which are in the maps or plans and memoranda referred to in section forty of this act, described as parcels of" property, rights, franchises, easements, or privileges which are to be acquired, and also shall become seized and possessed of all the rights, terms, franchises, easements or privileges appurtenant to any lots or parcels of property indicated on. said maps or plans as parcels in regard to which it is deemed necessary to acquire such rights, terms, franchises, easements or privileges, or the said rights, terms, franchises, easements or privileges shall be extinguished as the case may be; and the said board for the said city, may imme- diately or at any time or times thereafter take possession or enter into the enjoyment of the said property, rights, terms, fran- chises, easements and privileges or of any part or parts thereof without any suit or proceeding at law for that purpose and the said board for the said city, or any person or persons acting under their or its authority, may enter upon and use, occupy, and enjoy in perpetuity all the parcels of property and all the rights, terms, franchises, easements or privileges appurtenant to any of the parcels of property and all rights, franchises, ease- ments, and privileges, described on said maps or plans or in said memoranda, for any of the purposes authorized and provided for by this act. But on such fllinjg of the said oath the said city shall be and become forthwith liable to the respective owners of the several parcels of property and the several rights, terms, franchises, easements and privileges appertaining thereto, and of the said rights, franchises, easements, and privileges acquired as aforesaid, for the true and respective values thereof, together with interest thereon from the time of filing the said oath, pro- vided, however, that no such interest shall be payable to any owner of any such property, right, term, franchise, easement or privilege during any period during which the said city or the 42 658 Rapid Transit Act. said board of rapid transit railroad commissioners may by any resistance, whether by legal proceedings or otherwise of such owner or with his authority, be prevented from taking posses- sion thereof or enjoying the same; and provided further, that no action shall be brought to recover the amount of such value or interest unless within eighteen months aiter the filing of such oath, a report shall not have been duly made by commissioners of appraisal as herein provided, or such report shall not have been confirmed by the supreme court as herein provided, so that the said city shall be liable to forthwith pay the amount by such report ascertained to be due for such value or interest. Thus amended by chap. 519, Laws of 1895. Powers of commissioners. § 48. Any one of said commissioners of appraisal may issue subpoenas and administer oaths to witnesses, and they or any one of them, in the absence of the others, may adjourn the pro- ceedings, from time to time in their discretion, but they shall continue to meet from time to time as may be necessary to hear, consider and determine upon all claims which may be pre- sented to them under any of the provisions of this act. In case of the death, resignation, refusal or neglect to serve of any commissioner of appraisal, the remaining commissioner or com- missioners shall, upon ten days' notice, to be given by adver- tisement in the newspapers mentioned in section forty-four of this act, apply to the supreme court, at a special or general term thereof, to be held in the judicial district in which said city is situated, for the appointment of a commissioner or com- missioners to fill the vacancy or vancancies so occasioned. In case of the death, resignation or refusal to serve of all the com- missioners of appraisal, the said counsel to the corporation or other principal legal adviser to said city shall, on giving the notice required in this section, apply to the said court for the RiPiD Transit Act. 659 appointment of other commissioners of appraisal. It shall be the duty of the commissioners of appraisal to procure from the counsel to the corporation or other principal legal adviser the third set of maps or plans and memoranda provided for in sec- tions forty and forty-two of this act. They shall view the prop- erty laid down on said map, and shall hear the proofs and alle- gations of any owner, lessee or other person ifl any way entitled to or interested in the property to be acquired or extinguished, or any part or parcel thereof, and also such proofs and alle- gations as may be offered on behalf of the said city. They shall reduce the testimony, if any, taken before them to writing, and after the testimony is closed, they, or a majority of them, all having considered the same, and having an opportunity to be present, shall, without unnecessary delay, ascertain and deter- mine the compensation which ought justly to be made by the said city to the owners or persons interested in the property acquired or extinguished by said proceedings. The said com- missioners of appraisal shall make reports of their proceedings to the supreme court, as in the next section provided with the minutes of the testimony taken before them, if any, and they shall bie entitled to the payment hereinafter provided for their Services and expenses, to be paid from the fund hereinafter specified. The said commissioners may make a single report or may make reports from time to time as they shall reach their several decisions as to different parcels of property. Thus amended by chap. 519, Laws of 1895. Report of commissioners. § 49. The said commissioners shall prepare a report or reports, to which shall be annexed the third set of maps or plans and ■memoranda referred to in section forty-two of this act and therein denominated the third set or a copy thereof certified by them. Each said report shall contain a brief description of the 660 Rapid Transit Act. property so taken or affected, with a reference to the map npon which the same is required to be indicated; a statement of the sums estimated and determined upon by them, as a just com- pensation for the same to be made by the city to the owners or persons interested therein and the names of such owners and persons; but in all and each and every case or cases where one or more of the owners and persons interested, or their respective estates or interests, are unknown, or not fully known, to the commissioners of appraisal, it shall be sufiScient for them to set forth and state in general terms the respective sums to be allowed and paid to the owners of and persons interested therein, gen- erally, without specifying the names or estates or interests of such owner or persons interested, or any or either of them. Thus amended by chap. 519, Laws of 1895. Filing of reports. § 50. Each said report, signed by said commissioners, or a majority of them, shall be filed in the oflSce of the clerk of the county in which said city is situated, and the commissioners of appraisal shall, in each case, notify the counsel to the corporation, or other principal adviser to said city, as soon as any such report is filed. Thus amended by chap. 519, Laws of 1895. Notice of presentation of report to court. § 51. The counsel to the corporation, or other principal legal adviser, or, in case of his neglect to do so within ten days after receiving notice of such filing, then any person interested in the proceedings, shall give notice that the said report will be pre- •Bented for confirmation to the supreme court, at a special term thereof, to be held in the judicial district in which said city is situated, at a time and place to be specified in said notice. The said notice shall contain a statement of the time and place of Rapid Transit Act. 661 the filing of the report, and shall be published in two daily news- papers published in such city, for at least two weeks imme- diately prior to the presentation of said report for confirma- tion. Thus amended by chap. 519, Laws of 189f Confirmation of report. § 52. The application for the confirmation of each such report shall be made to the supreme court at a special term thereof, held in the judicial district in which said cMy is situated. Upon the hearing of the application for the confirmation thereof, the said court shall confirm such report and make an order con- taining a recital of the substance of the proceedings in the matter of the appraisal, with a general description of the prop- erty appraised and for which compensation is to be made, and shall also direct to whom the money is to be paid, and whether or not any part thereof, and, if so, what part, is to be deposited with the comptroller or other chief financial oflScer of said city with the chamberlain of said city, or if there be no chamber- lain, with a bank or trust company to be designated by said court. Such report when so confirmed shall, except in the case of an appeal, as hereinafter provided, be final and conclusive, as well upon the said city as upon owners and all persons interested in or entitled to said property, and also upon all other persons whomsoever. Thus amended by chap. 519, Laws of 1895. Pa3rment of awards. § 53. The said city shall, within four calendar months after the confirmation of any report of the commissioners of appraisal, pay to the respective owners and bodies politic or corporate mentioned or referred to in said report, in whose favor any sum or sums of money shall be estimated and reported by said commissioners, the respective sum or sums so estimated and 662 Rapid Transit Act. reported in their favor respectively, with legal interest thereon from the date of filing the oath of said commissioners, and in case of neglect or default in the payment of the same within the time aforesaid, the respective person or persons or bodies politic or corporate, in whose favor the same shall be so reported, his, her or their executors, administrators, successors or assigns at any time or times after application first made by him, her or them, to the comptroller or other chief financial oflBcer of said city for payment thereof, may sue for and recover the same, with lawful interest as aforesaid, and the costs of suit, in any proper form of action against the said city in any court having cognizance thereof, and in which it shall be sufficient to declare generally for so much money due to the plaintiff or plaintiffs therein by virtue of this act for property taken or extinguished for the purposes herein mentioned, and the report of said com- missioners, with proof of the right and title of the plaintiff or plaintiffs to the sum or sums demanded shall be conclusive evi- dence in such suit or action. Thus amended by chap. 519, Laws of 1895. Payment of awards to chamberlain or bank in certain cases. § 54. Whenever the owner or owners, person or persons inter- ested in any property taken or affected in such proceeding, or in whose favor any such sum or sums or compensation shall be so reported, shall be under the age of twenty-one years, or of tfnsound mind or absent from the city, and also in all cases where the name or names of the owner or owners, person or persons, interested in any such property shall not be set forth or men- tioned in said report, or where the said owner or owners, person or persons, being named therein, can not, upon diligent inquiry, be found, or where there are adverse or conflicting claims to the money awarded as compensation, it shall be lawful for the said Rapid Transit Act. 663 city to pay the sum or sums mentioned in said report, payable, or that would be coming to such owner or owners, person or persons, respectively, with interest, as aforesaid, to the cham- berlain of said city, or, if there be no chamberlain, then to any bank or trust company designated by the court in the order confirming the report of the commissioners of appraisal, to the credit of such owner or owners, person or persons, and such payments shall be as valid and effectual in all respects as it made to the said owner or owners, person or persons, interested therein, respectively, according to their just rights; and, pro vided, also, that in all and each and every such case and cases where any sum or sums or compensation reported by the com niissioners in favor of any person or persons or parties whatso- ever, whether named or not named in said report, shall be paid to any person or persons, or party or parties, whomsoever, when the same shall of right belong and ought to have been paid to some other person or persons, or party or parties, it shall be lawful for the person or persons, or party or parties, to whom the same ought to have been paid, to sue for and recover the same, with lawful interest and costs of suit, as so much money had and received to his, her or their use by the person or persons, party or parties, respectively, to whom the same shall have been eo paid. This section added by chap. 752, Laws of 1894. Claims for compensation for property taken. § 55. Every owner or person in any way interested in any property taken or extinguished as contemplated in this act, if he intends to make claim for compensation for such taking or extinguishment, shall within six months after the appointment of the commissioners of appraisal exhibit to the said commis- sioners a statement of his claim, and shall thereupon be entitled to offer testimony and to be heard before them touching such 664 Rapid Transit Act. claim and the compensation proper to be made him, and to have a determination made by such commissioners of appraisal as to the amount of such compensation. Every person neglecting or refusing to present such claim within said time shall be deemed to have surrendered his claim for such compensation, except so far as he may be entitled, as such owner or person interested, to the whole or a part of the sum of money awarded by the commissioners of appraisal as a just compensation for taking or extinguishing the property owned by said person, or in which the said person is interested. Thus amended by chap. 587, Laws of 1901. Payment of awards. § 56. Payment of the compensation awarded by said commis- sioners of appraisal to the persons named in their report (if not infants or persons of unsound mind), shall, in the absence of notice to the said city or other claimants to such award, protect the said city. This section added by chap. 752, Laws of 1894. Specified claims and special reports thereon. § 57. Said commissioners of appraisal may in their discretion take up any specified claim or claims, and finally ascertain and determine the compensation to be made thereon, and make a separate report with reference thereto, annexing to said report a" copy of so much of the set of maps or plans and memoranda referred to in section forty-two of this act as indicates the prop- erty so reported on. Such report shall, as to claims therein specified, he the report required in this act, and the subsequent action with reference thereto, shall be had in the same manner as though no other claim were embraced in said proceeding, which, however, shall continue as to all claims upon which no such determination and report is made. Thus amended by*chap. 519, Laws of 1895, Rapid Transit Act. 665 Appeals from appraisal and report to general term. § 58. Within twenty days after notice of the confirmation of the report of the commissioners, as provided for in section fifty- two of this act, which notice may, as to parties who have not appeared before the commissioners, be given in the manner pro- vided in section fifty-one of this act, either party may appeal to the general term of the supreme court in the department in which such commissioners were appointed, from the appraisal and report of the commissioners and the order confirming the same. Such appeal shall be heard upon due notice thereof being given, according to the rules and practice of said court. On the hearing of such appeal the court may direct a new appraisal and determination of any question passed upon, by the same or new commissioneris, in its discretion, and from any determina- tion of the general term either party, if aggrieved, may take an appeal, which shall be heard and determined by the court of appeals. In the case of a new appraisal the second report shall be final and conclusive on all the parties and persons interested. If the amount of compensation to be made by such city is increased by the second report, the difference shall be paid by the comptroller or other chief financial officer of said city, to the parties entitled to the same, or shall be deposited with the cham- berlain, or bank or trust company, as the court may direct, and if the amount is dinlinished the difference shall be refunded to -the said city by the party to whom the same may have been paid, and judgment therefor may be rendered by the court on the filing of the second report against the party liable to pay the same. But the taking of an appeal by any person or persons shall not operate to stay the proceedings under this act except as to the particular property with which the said appeal is con- cerned. Such appeal shall be heard upon the evidence taken before said commissioners, and any affidavits as to irregularities, 666 Rapid Tr-^nsit Act. and three printed copies of such evidence shall be furnished by the said city to the party taking the appeal, within ten days after the appeal is perfected, and such appeal may be heard our the evidence so furnished, and may be taken without securitj' thereon. This section added by chap. 752, Laws of 1894. Powder of court to amend defects, etc. § 59. The supreme court in the judicial district in which said city is situated shall have power at any time to amend any defect or informality in any of the special proceedings author- ized by this act as may be necessary, and to direct such further notices to be given to any party in interest as it deems proper, and also to appoint other commissioners in place of any who shall die, or refuse, or neglect to serve or be incapable of serving, or be removed. And the said court may at any time remove any commissioner of appraisal who in its judgment shall be incapable of serving, or who shall for any reason in its judgment be an unfit person to serve as such commissioner. The cause of such removal shall be specified in the order making tlie same. If in any particular it shall at any time be found necessary to amend any pleading or proceeding or to supply any defect therein arising in the course of any special proceeding authorized by this act, the same may be amended or supplied in such manner as shall be directed by the supreme court, which is hereby authorized to make such amendment or correction. Wherever in this act reference is made to the general term of the supreme court, it shall be deemed to include the appellate division of the supreme court for the district in which said city is situated, whenever said general term shall be superseded thereby. Thus amended by chap. 519, Laws of 1895. Rapid Transit Act. 667 Property acquired deemed acquired for public use. § 60. All property acquired under the provisions of this act shall be and shall be deemed to have been acqiiired for public uses and purposes, and for the purpose of affording increased facilities for rapid transit between points within the city acquir- ing such property. This section added by chap. 752, Laws of 1894. Expense payable from proceeds of bonds. § 61. The moneys necessary and sufficient to be paid for any property, acquired in any manner under the provisions of this act, together with all expenses necessarily incurred in surveying, locating, and acquiring title to such property, and for surveying and locating the same, and for preparing the necessary maps and plans in connection therewith, shall be raised and paid out of the proceeds of bonds issued and sold as provided by section thirty-seven of this act, and all such expenses so incurred in surveying, locating and acquiring title, and for preparing necessary maps and plans and also those incurred as provided in the next section shall be deemed a part of and included in the cost of constructing the road or roads, the construction of which rendered it necessary to acquire the property in the course of the acquisition of which such expenses may be incurred. Thus amended by chap. 519, Laws of 1895. Pay of commissioners and employes. § 62, The commissioners of appraisal^ appointed in pursuance of this act shall receive as compensation the sum of ten dollars per day for each day actually employed. They may employ the necessary clerks, stenographers and surveyors. The counsel to the corporation or other principal legal adviser to said city shall, either in person or by such counsel as he shall designate for the purpose, appear for and protect the interests of the city in all such proceedings in court and before the commissioners. The 668 Rapid Transit Act. fees of the commissioners and the salaries and compensation of their employes, and all other necessary expenses in and about the said proceedings provided for by this act, and such allow- ance for counsel fees as may be made by order of the court, and all reasonable expenses incurred by said counsel to the corpora- tion, or other principal legal adviser of said counsel designated by him for the proper presentation and defense of the interests of said city before said commissioners and in court, shall be paid by the comptroller or other chief financial oflflcer of said city out 'of the funds referred to in the last preceding section. But such fees and expenses shall not be paid until they have been taxed before a justice of the supreme court in the judicial district in which said city is situated upon five days' notice to the counsel to the corporation, or other chief legal adviser of said city. Such allowance shall, in no case, exceed the limits prescribed by section thirty-two hundred and fifty-three of the code of civil procedure. This section added by chap. 752, Laws of 1894. Proviso in case roads constructed at city's expense. § 63. In case it shall be determined by vote of the people as provided by sections twelve and thirteen of chapter seven hun- dred and fifty-two of the laws of eighteen hundred and ninety- four to construct by and at the city's expense, then and in that event the road or roads so constructed shall be and remain the absolute property of the city so constructing it or them, and shall be and be deemed to be a part of the public streets and highways of said city, to be used and enjoyed by the public upon the payment of such fares and tolls, and subject to such reason- able rules and regulations as may be imposed and provided for Oy the board of rapid transit railroad commissioners in said city. This section added by chap. 752, Laws of 1894, and amended by chau 519 Laws of 1895. J i-- . Rapid Transit Act. 669 Construction of act. § 64. This act shall not he construed to repeal or in any man- ner affect chapter six hundred and six of the laws of eighteen hundred and seventy-five, entitled "An act to further provide for the construction and operation of a steam railway or railways in the counties of this state," or the acts amendatory thereof or supplementary thereto, or article five of chapter five hundred and sixty-five of the laws of eighteen hundred and ninety, known as the railroad law, except so far as the said acts, or either of them, would, if this act had not been passed, authorize the ap- pointment hereafter of any commissioners applied for as provided in section one of said act of eighteen hundred and seventy-five, or in section one hundred and twenty of said act of eighteen hundred and ninety, in any city or cities containing a population of over one million inhabitants, according to the last preceding national or state census, or authorize any commissioners already appointed pursuant to the provisions of such act or acts in any such city or cities, to fix, determine or locate any new route or routes, pursuant to the provisions of either of said acts. This act shall not be construed in any manner to affect the exercise or enjoyment at any time, and from time to time hereafter, of any right or rights heretofore acquired, exercised or enjoyed by any corporation heretofore duly incorporated and organized or deriving powers and rights under the laws of this state. This act shall not affect or impair the exercise or enjoyment of any right or rights now possessed or heretofore acquired or here- tofore authorized to be acquired, exercised or enjoyed by any street surface railroad corporation, except as herein otherwise expressly provided, and this act shall not be construed to repeal or in any manner affect chapter one hundred and forty of the laws of eighteen hundred and fifty, entitled "An act to authorize the formation of railroad corporations, and to regulate the same," or either of the several acts amendatory thereof or supplementary thereto. This act shall not be construed to repeal or in any man- 670 Rapid Transit Act. ner affect chapter five hundred and sixty-five of the laws of eighteen hundred and ninety, known as the railroad law, except as hereinabove expressly provided, or except so far as the pro- visions of the same conflict with the provisions of this act. But nothing in this section contained shall prevent the board of rapid transit railroad commissioners from laying out a route for a railway and constructing and operating a railway, and such board shall have the right to lay out such route and construct and operate such railway, over, under, along or across any street in, along, under or over which there shall be any . existing rail- way, provided that the routes so laid out by the said board and the railway so constructed by it shall so pass over or under or at the side of such existing railway as not to interfere with its operation. Thus amended by chap. 472, Laws of 1906. The number of section 6.4 was changed from 34 to 64 by ehap. 752, Laws of 1894. As to surface railroads. § 65. (Section 65 repealed by chap. 472, Laws of 1906; see section 12 of said chapter as to the langfuage in 'which section 65 is repealed. The number of section 65 was changed from 35 to 65 by chap. 752, Laws of 1894). Chap. 752, Laws of 1894. Repeal. § 65. All acts and parts of acts local or general inconsistent with this act are hereby repealed. The number of this section was changed from 36 to 66 by chap. 752, Laws of 1894, and from 66 to 65 by chap. 472, Laws of 1906. § 66. This act shall take effect immediately. The number of this section was changed from 37 to 67 by chap. 752, Laws of ■ 1894, and from 67 to 66 by chap. 472, Laws of 1906. Concurrent vote of rapid transit commissioners. § 10. Whenever it is expressly provided in the act hereby i^mended that any act of the board of rapid transit railroad com- missioners shall be done by the concurrent vote of four of the members of said board, the act hereby amended is further amended so as to provide in such cases that such vote shall be that of six of such members. Chap. 752, Laws of ISM. Eapid Transit Act. 671 Termination of commission heretofore appointed. § 11. The commissioners of rapid transit heretofore appointed under the act hereby amended, or who became such commis- sioners by its terms, upon the organization of the board which shall succeed them pursuant to said act as hereby amended, shall cease to be such commissioners and shall transfer and deliver to the board of rapid transit railroad commissioners, provided for by the act hereby amended, as so amended, all furniture, books, maps, records, plans and other papers and prop- erty of what kind soever appertaining or belonging to or in the custody of the board of which they were commissioners, or in their possession, or under their control as such commissioners, or held by them, or for which they are responsible in their official capacity. The expenses incurred by said commissioners for which an appropriation or appropriations shall have been made pursuant to section ten of the act hereby amended, shall be paid upon vouchers to be furnished by said commissioners and otherwise, as provided in said section. Said commissioners shall also be entitled to receive a reasonable compensation for the services which have been rendered by them, which may have been, or which shall be, determined on their application in the manner provided for in said section. The comptroller, or other chief financial ofScer of said city, is hereby authorized and directed to issue and sell revenue bonds of such city in anticipa- tion of the receipt of taxes, and out of the proceeds of such bonds to pay said compensation so ascertained and determined, and the amount necessary to pay the principal and interest of said bonds shall be included in the tax levy of said city for the year next following the issue and sale of the same. Chap. 752. Laws of 1894. 672 Rapii) Tbansit Act. Submission of question of construction of road by city to electors. § 12. The said board of rapid transit railway commissioners sliall cause the question, whether such railway or railways shall be constructed by the city and at the public expense, to be sub- mitted to the vote of the qualified electors of the city within which such railway or railways is or are to be constructed, and to that end it shall be the duty of the said board, after comple- tion of the detailed plans and specifications, as required by the act hereby amended, at least thirty days prior to the next general election, to file with the public officer or officers within the county in which such city is located, who may be charged with the duty of printing the ballots to be used at such election, a request that separate ballots be printed and supplied to such electors, one-half in number of which shall read : "For municipal construc- tion of rapid transit road," and the other half in number of said ballots shall read, "Against municipal construction of rapid transit road." Upon such request being so filed, Such ballots shall be printed and supplied to such electors at such general election, and separate ballot boxes shall be provided for the reception of the same in each election district within such city, and the provisions of chapter six hundred and eighty of the laws of eighteen hundred and ninety-two, entitled "An act in relation to the elections constituting chapter six of the general laws," and any act or acts amendatory thereof or supplemental thereto shall apply thereto as far as the nature of the case may allow. No ballot which may be provided under this section shall be deemed invalid by reason of any error in dimensions, style of printing, or other formal defect, or through having been deposited in the wrong ballot box, but all of such ballots shall be canvassed and returned as if such formal defect had not existed, or as if they had been deposited in the box provided for the pur- pose. Upon the canvass of such votes by the board of ceuaty Rapid Transit Act. 673 canvassers of the county in which such city is located, it shall be the duty of said board to file with the county clerk of said county a statement which shall declare the total number of votes cast In said city " for municipal construction of rapid transit road," and the total number so cast therein "against municipal con- struction of rapid transit road." And the said railway or rail- ways shall be constructed by the said city and at the public expense, if it shall be found from such statements so filed that there is a majority of the votes so cast in favor of such municipal construction. Chap. 752. Laws of 1894. Duty of board in case of municipal construction. § 13. In case the majority of votes cast at such election shall be in favor of such municipal construction of said railway or railways, it shall be the duty of said board of rapid transit rail- way commissioners within thirty days after the oflScial declara- tion of the said vote to proceed to construct the said railway or railways, and to make and let all contracts required for the per- formance of the work necessary to be done and performed in and about the construction thereof. All such contracts mast, before execution, be approved as to form by the counsel to the corporation, or other chief legal adviser for said city. Chap. 752, Laws of 1894. Act when to take effect. § 14. This act shall take effect immediately; except that the building of said road, or the sale of the franchises as provided for in sections seven and thirty-four of the act hereby amended, as so amended, is postponed until, and made dependent upon, the determination of that question by the vote of the people as called for by sections twelve and thirteen of this act Chap. 752. Laws of 1894. 43 874 Rapid Transit Act. Effect of act. § 14. Nothing in this act contained shall repeal, modify or alter any provision of the act hereby amended in respect of any railway or railways constructed, constructing or contracted for thereunder when this act takes effect ; but the act hereby amended shall be and continue in full force and effect in respect of such railway or railways so constructed, constructing, or contracted for, as if this act had not been passed. Chap. 472, Laws of 1906. *CHAI>TER 109, LAWS OF 1906. AN ACT to terminate the use of streets, avenues and public places in the city of New York, in the borough of Manha.ttan, by railroads operated by steam locomotive power at grade. Section 1. The board of rapid transit commissioners in and for cities having over one milion inhabitants is hereby em- powered and directed as speedily as possible to prepare a plan for the removal of the tracks of railways now operated by steam locomotive power, laid on, across, through or along the public streets, avenues, or public parks or places of the city of New York, in the borough of Manhattan, at grade; and to terminate the operation thereon of any railway by steam locomotive power; and to take such action in that regard as herein provided. In carrying out the duties imposed by this act, said board of rapid transit commissioners and their various officers and agents shall have and enjoy all the powers now conferred on them by chap- ter four of the laws of eighteen hundred and ninety-one and also amendments thereto now in force, so far as the same may be applicable to the purpose of this act, together with all the powers which any board, commissioner or public officer now has to regu- late the manner of exercise on, across, through or along such streets, avenues, or public parks or places of any public frandiise heretofore granted to any such steam railway 'company, includ- ing the right to regulate or require, changes to be made for the public convenience or benefit in the use of such streets, avenues, public parks or places by such railroad company, and all other powers in that regard expressed or implied in any such fran- chise granted to any such railway company so operated to operate a railroad on, across, through or along avenues, streets, or public parks or places of the borough of Manhattan. § 2. The said board of rapid transit commissioners is hereby empowered and instructed to prepare a plan and make an * Wliile this is a local act it is deemed of sufficient importance to print here. [67SJ 676 Rapid Transit Act. agreement "with any railroad company or companies now sb operating a railroad by steam locomotive power in the borough of Manhattan, in the city of 'New York, which rail- road is now operated at grade as aforesaid in said borough, said plan and agreement to provide in detail for the con- struction by the railroad company or companies at its or their own cost of a subway under the roadbed of the present tracks or under such other street or streets, avenues or public or private property as may be agreed upon, to which said tracks shall be removed and on which shall be operated, subject to the regu- lation of the board of rapid transit commissioners, a freight, passenger or freight and passenger railway business under a franchise, the terms and duration whereof shall be in such agree- ment fixed and determined, and such plan and agreement further to provide that as a condition of said agreement and as a part of the consideration therefor, all present franchises of every kind on, across, through and along such streets, avenues and public parks and places where said railroad is so operated by such steam locomotive power at grade shall be surrendered and can- celed and the tracks thereof shall at the cost of the railroad company or companies be removed therefrom and that the right and franchise to operate said railroad thereon shall cease. The board of rapid transit commissioners may grant to said com- pany or companies an additional franchise to lay in said subway such additional tracks as may be agreed upon and to operate thel^on a freight, passenger or freight and passenger business, under such terms and for such compensation as shall be fixed by said board in said grant. It shall be further stipulated in said agreement that the consent of the board of rapid transit com- missioners shall be obtained and proper compensation be fixed by said board as a condition to said company or companies making any connection or connections between said subway and other subways, to be owned or occupied by said company or com- panies or by any other company or companies. § 3. The board of rapid transit commissioners may further provide in said plan for the construction of such pipe galleries in, along and through said subway as they may deem necessary Rapid Transit Act, 677 for the public use; and provide for the expense of constructing the same to be borne by the city of New York, said pipe galleries to be and remain the property of the city of New York. If the board of estimate and apportionment shall provide for the con- struction of pipe galleries to contain sewers, pipes or other sub- surface structures, the said galleries shall be maintained by the city of New York and shall be in the care and charge of the said board and subject to such regulations as it shall prescribe not inconsijstent with the provisions of this act, and any revenue derived therefrom shall be paid into the treasury of said city. Provided, however, that any person or corporation who or which, at the time of the construction of the said galleries shall own pipes, subways or conduits in a street, avenue or public place in which said galleries shall be constructed pursuant to this a,ct, shall be entitled to the use of such galleries for his or its said pipes, subways or conduits in the same manner as the said person or corporation shall be entitled by law to the use of such street, avenue or public place, and that no rent shall be charged for such use, except a reasonable charge to defray the actual cost of maintenance, unless such pipes, subways or conduits shall be of a greater capacity than those theretofore owned by such person or corporation in «aid street, avenue or public place, and that, if the capacity of any such pipe, subway or conduit so placed in the said galleries shall be increased, the rent shall be charged only for such increased capacity; and provided, further, that the placing in any such galleries of the subways or conduits of any corporation owning subways or conduits for electrical con- ductors, shall not in any wise affect the right of such corpora- tion to charge and demand such compensation or rent for the use of said subways '.6 of con- Every common carrier subject to this Act shall also file tracts, agree- ments or ar- with Said Commiseion copies of all contracts, agreements, rangements r e- lating to tiafflc or arrangements with other common carriers in relation must be ivrj ° wtth c m m 1 s- ^o any trafflc affected by the provisions of this Act to which it may be a party. Co m m 1 ssion The Commission may determine and prescribe the form may prescribe . forma of sciied- in which the Schedules required by this section to be kept open to public inspection shall be prepared and arranged and may change the form from time to time as shall be found expedient. No carrier shall ]N^o carrier, unless otherwise provided by this Act, shall engage in trans- ^ . ^ "^ ' ?t"'flfes°and"pub- engage Or participate in the transportation of passengers '^d^^rhlfr gTs 01" property, as defined in this Act, unless the rates, fares, thereoa. g^^^ charges upon which the same are transported by said carrier have been filed and published in accordance with the provisions of this Actj nor shall any carrier charge or Interstatb Commerce Act. 693 demand or collect or receive a greater or less or different compensation for such transportation of passengers or property, or for any service in connection therewith, be- tween the points named in such tariffs than the rates, PuWishea rates not to be devl- fares, and charges which are specified in the tariff filed ated irom. and in effect at the time ; nor shall any carrier refund or remit in any manner or by any device any portion of the rates, fares, and charges so specified, nor extend to any shipper or person any privileges or facilities in the trans- portation of passengers or property, except such as are specified in such tariffs: Provided, That wherever the "Carrier- word "carrier" occurs in this Act it shall be held to "on-carrier!"""" mean " common carrier." That in time of war or threatened war preference and P'^^*S'^f?.^„®„^^ ^ e X p e d 1 tion oi precedence shall, upon the demand of the President of the {^"^ime'of'wS!'' United States, be given, over all other traffic, to the trans- portation of troops and material of war, and carriers shall adopt every means within their control to facilitate and expedite the military traffic. Sec 7. That it shall be unlawful for any common car- rier subject to the provisions of this Act to enter into any combination, contract, or agreement, expressed or implied, to prevent, by change of time schedule, carriage in dif- ferent cars, or by other means or devices, the carriage of freights from being continuous from the place of ship- ment to the place of destination ; and no break of bulk, stoppage, or interruption made by such common carrier shall prevent the carriage of freights from being and being treated as one continuous carriage from the place of ship- c on ti n u ous carriage of ment to the place of destination, unless such break, freights from ^ ' place o f ship- stoppage, or interruption was made in good faith for some ^g^g^|ij*^P^^<=« »' necessary purpose, and without any intent to avoid or unnecessarily interrupt such continuous carriage or to evade any of the provisions of this Act. Sec. 8. That in case any common carrier subject to the provisions of this Act shall do, cause to be done, or per- mit to be done any act, matter, or thing in this Act pro- hibited or declared to be unlawful, or shall omit to do any Act, matter, or thing in this Act required to be done, such 6»4 tNTEESTATE. (JoMMERCE Ac*. comiSn 'carriers ^^onunon carrier shall T)e liable to the person or persons ut d«amges. injured thereby for the full amount of damages sustained in consequence of any such violation of the provisions of this Act, together with a reasonable counsel or attorney's fee, to be fixed by the court in every case of recovery, which attorney's fee shall be taxed and collected as part of the costs in the case. in|'^t^°°be'^d\'S^ Sec. 9. That any person or persons claiming to be dam- w1fetiie™Yo com- aged by any common carrier subject to the provisions of plain to the Com- .1. . . . . , , , , . , . . mission or bring tnis Act may either make complaint to the Commission as suit In a United , . .. States court liereinafter provided for, or may bring suit in his or their own behalf for the recovery of the damages for which such common carrier may be liable under the provisions of this Act, in any district or circuit court of the United States of competent jurisdiction; but such person or persons shall not have the right to pursue both of said remedies, and must in each case elect which one of the two methods of procedure herein provided for he or they will adopt. In any such action brought for the recovery of damages the f e n^'^a'n t°*may court before which the same shall be pending may compel tesuf^^*"*^ *° any director, officer, receiver, trustee, or agent of the cor- poration or company defendant in such suit to attend, appear, and testify in such case, and may compel the pro- duction of the books and papers of such corporation or company party to any such suit ; the claim that any such testimony or evidence may tend to criminate the person giving such evidence shall not excuse such witness from testifying, but such evidence or testimony shall not be used against such person on the trial of any criminal proceeding. Penaities^for Sec. 10. (As amended March 2, 1889.) That any com- violations of Act '■ ^, ^^^^ ^ j ^hen^ mrrier ^"^^ Carrier subject to the provisions of this Act, or, when- uon, "ite'oVcersi ^^^'' ^^<^^ common Carrier is a corporation, any director ph^it: Ftae and ov offlcor thereof, or any receiver, trustee, lessee, agent, or " *° person, acting for or employed by such corporation, who, alone or with any other corporation, company, person, or party, shall willfully do or cause to be done, or shall willingly suffer or permit to be done, any act, matter, or thing in this Act prohibited or declared to 'be unlawful, or Interstatb Commbece Act. 69d who shall aid or abet therein, or shall willfully omit or fail to do any act, matter, or thing in this Act required to be done, or shall cause or willingly suffer or permit any act, matter, or thing so directed or required by this Act to be done not to be so done, or shall aid or abet any such omission or failure, or shall be guilty of any infraction of this Act, or shall aid or abet therein, shall be deemed guilty of a misdemeanor, and shall, upon conviction thereof in any district court of the United States within the jurisdiction of which such offense was committed, be subject to a fine of not to exceed five thousand dollars for each offense : Provided, That if the offense for which any person shall be convicted as aforesaid shall be an un> lawful discrimination in rates, fares, or charges, for the transportation of passengers or property, such person shall, in addition to the fine hereinbefore provided for, be liable to imprisonment in the penitentiary for a term of not exceeding two years, or both such fine and imprison- ment, in the discretion of the court. Any common carrier subject to the provisions of this f a^i™ e'^^biiiine' Act, or, whenever such -common carrier is a corporation, their ''SfflS*?; any oflBcer or agent thereof, or any person acting for or imprisonment"'' employed by such corporation, who, by means of false billing, false classification, false weighing, or false report of weight, or by any othor device or means, shall know- ingly and willfully assist, or shall willingly suffer or per- mit, any person or persons to obtain transportation for property at less than the regular rates then established and in force on the line of transportation of such common carrier, shall be deemed guilty of a misdemeanor, and shall, upon conviction thereof in any court of the United States of competent jurisdiction within the district in which such offense was committed, be subject to a fine of not exceeding five thousand dollars, or imprisonment in the penitentiary for a term of not exceeding two years, or both, in the discretion of the court, for each offense. f a^u e'" wiitae'! etc., by BlUppera Any person and any officer or agent of any corporation and oo^r per- Fine and or company who shall deliver property for transportation imprisonment 696 IWTBKSrATE! COMMBECE ACT. to any common carrier, subject to the provisions of this Act, or for whom as consignor or consignee any such car- rier shall transport property, who shall knowingly and wiUfully, by false billing, false classification, false weigh- ing, false representation of the contents of the package, or false report of weight, or by any other device or means, whether with or without the consent or connivance of the carrier, its agent or agents, obtain transportation for such property at less than the regular rates then established and in force on the line of transportation, shall be deemed guilty of fraud, which is hereby declared to be a mis- demeanor, and shall, upon conviction thereof in any court of the United States of competent jurisdiction within the district in which such offense was committed, be subject for each offense to a fine of not exceeding five thousand dollars or imprisonment in the penitentiary for a term of not exceeding two years, or both, in the discretion of the court. -» intoSng'^co'm' ^^ ^^^ ^^^^ person, or any officer or agent of any such dtscrimlinate^un" Corporation or company, shall, by payment of money or 'imprison m\ n't Other thing of value, solicitation, or otherwise, induce any wfth "earlier' for commou Carrier subject to the provisions of this Act, or *** ~ any of its oflQcers or agents, to discriminate unjustly in his, its, or their favor as against any other consignor or consignee in the transportation of property, or shall aid or abet any common carrier in any such unjust discrimina- tion, such person or such oflflcer or agent of such corpora- tion or company shall be deemed guilty of a misdemeanor, and shall, upon conviction thereof in any court of the United States of competent jurisdiction within the dis- trict in which such offense was committed, be subject to a fine of not exceeding five thousand dollars, or imprison- ment in the penitentiary for a term of not exceeding two years, or both, in the discretion of the court, for each offense; and such person, corporation, or company shall also, together with said common carrier, be liable, jointly or severally, in an action on the case to be brought by any consignor or consignee discriminated against in any court Interstate Commerce Act. 697 of the United States of competent jurisdiction for all damages caused by or resulting therefrom. Sec. 11. That a Commission is hereby created and estab- interstate - '^ Commerce Com- lished to be known as the Interstate Commerce Commis- missioneis— how appointea. sion, which shall be composed of five Commissioners, who shall be appointed by the President, by and with the ad- vice and consent of the Senate. The Commissioners first appointed under this Act shall continue in oflSce for the term of two, three, four, five, and six years, respectively, from the first day of January, Anno Domini eighteen hundred and eighty-seven, the term of each to be desig- — Tcrnis of Coni" nated by the President; but their successors shall be missioners. appointed for terms of six years, except that any person chosen to fill a vacancy shall be appointed only for the unexpired time of the Commissioner whom he shall suc- ceed. Any Commissioner may be removed by the Presi- dent for ineflSciency, neglect of duty, or malfeasance in oflSce. Not more than three of the Commissioners shall be appointed from the same political party. No person in the employ of or holding any official relation to any common carrier subject to the provisions of this act, or owning stock or bonds thereof, or who is in any manner pecuniarily interested therein, shall enter upon the duties of or hold such oflfice. Said Commissioners shall not en- gage in any other business, vocation, or employment. No vacancy in the Commission shall impair the right of the remaining Commissioners to exercise all the powers of the Commission. {See section ^J/., enlarging Commission and increasing salaries.) Sec. 12. (As amended March 2, 1889, and February 10, „ ^ ' ' Power ana 1891 •) That the Commission hereby created shall have'J"tyo£ cpmmis- j-cit/j. , J g]gn (-Q inquire authority to inquire into the management of the business earners aS^Len of all common carriers subject to the provisions of this in regara'Sereto Act, and shall keep itself informed as to the manner and method in which the same is conducted, and shall have the right to obtain from such common carriers full and reauire™ "o'^exT- complete information necessary to enable the Commission provisions of tiiis to perform the duties and carry out the objects for which 698 Interstate Commerce Act. it was created ; and the CJommission is hereby authorized and required to execute and enforce the provisions of this Act; and, upon the request of the Commission, it shall be Duty of district the duty of any district attorney of the United States to attorney to prose- , jt ^ • • i _l . i-j_ j. • ^t, cute uafler direc- whom the Commission may apply to institute in the tlon of Attorney- , , ■,■,-,.,■ i. ii General. proper court and to prosecute under the direction of the Attorney-General of the United States all necessary pro- ceedings for the enforcement of the provisions of this Act and for the punishment of all violations thereof, and the pcnses"of"proseI costs and expenses of such prosecution shall be paid out SSt^f'approprla- o^ the appropriation for the expenses of the courts of the tiou for courts. United States; and for the purposes of this Act the Com- miM?on*Yo'^r'e^ mission shall have power to require, by subpoena, the aod'tMWmony of attendance and testimoney of witnesses and the produc- \7ltQ6SBCS £L 11 d produc tion of tiou of all books, papers, tariffs, contracts, agreements, evidence. and documents relating to any matter under investigation. may" m™ke^^aw Such attendance of witnesses, and the production of pei''°witne*sse's'?o such documentary evidence, may be required from any tify.° ^^ *^ place in the United States, at any designated place of hearing. And in case of disobedience to a subpoena the Commission, or any party to a proceeding before the Commission, may invoke the aid of any court of the United States in requiring the attendance and testimony of witnesses and the production of books, papers, and documents under the provisions of this section. Penalty for dis- ^^^ any of the circuit courts of the United States obedience to or- •' der of the court, -^(^itiiin the jurisdiction of, which such inquiry is carried on may, in case of contumacy or refusal to obey a sub- poena issued to any common carrier subject to the pro- visions of this Act, or other person, issue an order re- quiring such common carrier or other person to appear before said Commission (and produce books and papers if so ordered) and give evidence touching the matter in question; and any failure to obey such order of the court ' may be punished by such court as a contempt thereof. timony°***eTiI The claim that any such testimony or evidence may tend tolidminate will to Criminate the person giving such evidence shall not n^"' exci^se #ucb witness from testifying; but such eyideqce Interstate Commerce Act. 699 or testimony shall not be used against such person on the trial of any criminal proceeding. The testimony of any witness may be taken, at the ma ^be* taken °b'^ instance of a party in any proceeding or investigation deposition, depending before the Commission, by deposition, at any time after a cause or proceeding is at issue on petition and answer. The Commission may also order testimony „ , . ■' -^ C o m m Is elon to be taken by deposition in any proceeding or investiga- ^onyto^te t*aken tion pending before it, at any stage of such proceeding or ^^ deposition. investigation. Such depositions may be taken before any judge of any court of the United States, or any commis- sioner of a circuit, or any clerk of a district or circuit court, or any chancellor, justice, or judge of a supreme or superior court, mayor or chief magistrate of a city, judge of a county court, or court of common pleas of any of the United States, or any notary public, not being of counsel or attorney to either of the parties, nor interested in the event of the proceeding or investigation. Reason- Reasonawe notice must be able notice must first be given m writing by the party, or given. his attorney, proposing to take such deposition to the opposite party or his attorney of record, as either may be nearest, which notice shall state the name of the witness and the time and place of the taking of his deposition. Any person may be compelled to appear and depose, and Testimony by to produce documentary evidence; in the same manner as Je compelled in i.\j jji.v>v^uv-^ V. J , the same manner witnesses may be compelled to appear and testify and ^^^^^o^e «?«<:'- produce documentary evidence before the Commission as hereinbefore provided. Every person deposing as herein provided shall be cau'- ^^ Manner of tak- tioned and sworn (or affirm, if he so request) to testify the whole truth, and shall be carefully examined. His testimony shall be reduced to writing by the magistrate taking the deposition, or under his direction, and shall, after it has been reduced to writing, be subscribed by. the deponent. If a witness whose testimony may be desired to be taken ,g^hen witness by deposition be in a foreign country, the deposition may country, he taken before an officer or person designated b;^ the 700 Interstate Commerce Act. Commission, or agreed upon by the parties by stipulation m'ust''be'*flied ^^ Writing to be filed with the Commission. All deposi- missio*^ ^°'"' tions must be promptly filed with the Commission. Fees of wit- Witnesses whose depositions are taken pursuant to this Desses and mag- ■ ^ istrate*. ^gt, and the magistrate or other oflScer taking the same, shall severally be entitled to the same fees as are paid for like services in the courts of the United States. c f m°m'f'°*1 *° ®^^" ^^' '^^^^ ^°y person, firm, corporation, or asso- who'tQ^m^ade^ ciation, Or any mercantile, agricultural, or manufacturf carMerT^**^ "^°° i°» soclety, Or any body politic or municipal organization complaining of any thing done or omitted to be done by any common carrier subject to the provisions of this Act in contravention of the provisions thereof, may apply to said Commission by petition, which shall briefly state the facts; whereupon a statement of the charges thus made shall be forwarded by the Commission to such common. carrier, who shall be called upon to satisfy the complaint or to answer the same in writing within a reasonable Reparation bv time, to be Specified by the Commission. If such common carriers before inTestigation. carrier, within the time specified, shall make reparation for the injury alleged to have been done, said carrier shall be relieved of liability to the complainant only for the Investigations particular violation of law thus complained of. If such of complaints by the Commission, carrier shall not satisfy the complaint within the time specified, or there shall appeal" to be any reasonable ground for investigating said complaint, it shall be the duty of the Commission to investigate the matters com- plained of in such manner and by such means as it shall deem proper, warded'b'y *ltate ^^^^ Commission shall in like manner investigate any miss^ions.'^ '^°'" Complaint forwarded by the railroad commissioner or railroad commission of any State or Territory, at the re- quest of such commissioner or commission, and may in- Institutlon ol ... . . . .. ,. . ,, Inquiries by the stitute any inquiry on its own motion m the same manner Commission on ' its own motion, and to the same effect as though complaint had been made, need" ?ot 'bl" m- ^^ Complaint shall at any time be dismissed because of rectiy damaged, ^j^g absence of direct damage to the complainant, Interstate Commerce Act, 701 Sec. 14. {Amended March 2, 1889, and June, 29, 1906.) That whenever an investigation shall be made by said miSt"^?k'e^^'re° Commission, it shall be its duty to make a report in writ- fatL? SltiDK ing in respect thereto, which shall state the conclusions of Ind oXr.'"^'""" the Commission, together with its decision, order, or re- quirement in the premises; and in case damages are Reparation, awarded such report shall include the findings of fact on which the award is made. All reports of investigations made by the Commission vfs^t'i'^^uons shall be entered of record, and a copy thereof shall be S°^reMrd*°*s'e^r^ furnished to the party who may have complained, and to paruel*'"^''^^ "" any common carrier that may have been complained of. The Commission may provide for the publication of its decisions, ^au- ,,,... , „ , , thorized publlca- i-eports and decisions in such form and manner as may be tion competent evidence, best adapted for public information and use, and such authorized publications shall be competent evidence of the . reports and decisions of the Commission therein contained in all courts of the United States and of the several States „ v , . x. P u b 1 1 cation without any further proof or authentication thereof. The of innufuepor'S Commission may also cause to be printed for early dis- °^ commission. tribution its annual reports. Sec. 15. {As amended June 29, 1906.) That the Com- mission is authorized and empowered, and it shall be its duty, whenever, after full hearing upon a complaint made as provided in section thirteen of this Act, or upon com- plaint of any common carrier, it shall be of the opinion that any of the rates, or charges whatsoever, demanded, charged, or collected by any common carrier or carriers, subject to the provisions of this Act, for the transporta- c o m m i ssion tion of persons or property as defined in the first section and prescrlbl of this Act, or that any regulations or practices whatso- sonabie rates to ' beobserved ever of such carrier or carriers affecting such rates, are as maximum charges. unjust or unreasonable, or unjustly discriminatory, or unduly preferential or prejudicial, or otherwise in viola- tion of any of the provisions of this Act, to determine and prescribe what wiU be the just and reasonable rate or rates, charge or charges, to be thereafter observed in such case as the maximum to be charged; and what regulation 79i iNTBEsrrAmi Oommbrce Act. ma^°"d?t'"i'™ or practice in respect to such transportation is just, fair, ?ast^and're^n- ^'^^ reasonable to be thereafter followed; and to make an ov"'pr^t1ces! Order that the carrier shall cease and desist from such order'cM^ters' to violation, to the extent to which the Commission find the from foil «tent Same to cxist, and shall not thereafter publish, demand, or fonnd. o r d ers Collect any rate or charge for such transportation in ex- of the Commis- , ., . , , ., t ■, i«m effective as cess of the maximum rate or charge so prescribed, and prwcrlbed, but or? to aot uss than shall couform to the regulation or practice so prescribed. All orders of the Commission, except orders for the pay- ment of money, shall take effect within such reasonable time, not less than thirty days, and shall continue in force Orders b h a 1 1 ' J J > coiitinue In force for such period of time, not exceeding two years, as shall not exceeding -^ ' o j > siTspJnded or'set ^ Prescribed in the order of the Commission, unless the sion*or'''court"*" ^^°^^ ^^^^^ ^^ Suspended or modified or set aside by the When Carriers Commission or be suspended or set aside by a court of fail 10 ngree on r j rat'i*c^mi''°i°* Competent jurisdiction. Whenever the carrier or carriers, "r p oVtio^'of ^° obedience to such order of the Commission or otherwise, ?eceived*by'each i° respect to joint rates, fares, or charges, shall fail to *"' *'' agree among themselves upon the apportionment or divi- sion thereof, the Commission may after hearing make a supplemental order prescribing the just and reasonable proportion of such joint rate to be received by each car- rier party thereto, which order shall take effect as a part . . of the original order. C o m m I Bslon ° thr^ough **^.Stes "^^^ Commissiou may also, after hearing on a com- aud inint rates, piajnt^ establish through routes and joint rates as the maximum to be charged and prescribe the division of such rates as hereinbefore provided, and the terms and condi- tions under which such through routes shall be operated, when that may be necessary to give effect to any provision of this Act, and the carriers complained of have refused or neglected to voluntarily establish such through routes and joint rates, provided no reasonable or satisfactory through route exists, and this provision shall apply when one of the connecting carriers is a water line. If the owner of property transported under this Act directly or indirectly renders any service connected with such transportation, or furnishes any instrumentality iNTEESTAtB CoMMEfeCE AcT. 703 used therein, the charge and allowance therefor shall be no more than is just and reasonable, and the Commis- commission ' ' may determine sion may, after hearing on a complaint, determine what ^^f^ ^charg^e^^^or is a reasonable charge as the maximum to be paid by the l^rvZe' rendered carrier or carriers for the service so rendered or for the pJope^ty^^tran"' use of the instumentality so furnished, and fix the same an?* instrumen- by appropriate order, which order shall have the same by such owner , ,„,,, . .,., , and used In such force and effect and be enforced m like manner as the transportation. orders above provided for in this section. The foregoing enumeration of powers shall not exclude ^ n u meration any power which the Ck)mmission would otherwise have in section "^ not ex- th© making of an order under the provisions of this Act. Sec. 16. {Amended March 2, 1889. Following section substituted Jtme 29, 1906-) That if, after hearing on a complaint made as provided in section thirteen of this Act, the Commission shall determine that any party com- plainant is entitled to an award of damages under the provisions of this Act for a violation thereof, the Com- ag^'by CMnmis- mission shall make an order directing the carrier to pay ^^°^- to the complainant the sum to which he is entitled on or before a day named. If a carrier does not comply with an order for the pay- ment of money within the time limit in such order, the complainant, or any person for whose benefit such order was made, may file in the circuit court of the United unj^ed'state*" States for the district in which he resides or in which is rTef * doef * "not located the principal operating office of the carrier, or de^fw payment through which the road of the carrier runs, a petition '' ""'"*'• setting forth briefly the causes for which he claims dam- ages, and the order of the Commission in the premises. Such suit shall proceed in all respects like other civil suits for damages, except that on the trial of such suit the findings and order of the Commission shall be prima facie of'^'commfssfon evidence of the facts therein stated, and except that the fade evidencSS . „ ,■,■..■,■,, , . .■• • -i i reparation cases. petitioner shall not be liable for costs in the circuit court petitioner not nor for costs at any subsequent stage of the proceedings li'drcuu^couru unless they accrue upon his appeal. If the petitioner shall finally prevail he shall be allowed a reasonable attorney's 704 Inteestatb Commerce Act. tomty"°?ees" **" ^^®' *° ^ taxed and collected as a part of the costs of the suit. All complaints for the recovery of damages shall be Limitation filed with the Commission within two years from the time upon action. the cause of action accrues, and not after, and a petition for the enforcement of an order for the payment of money shall be filed in the circuit court within one year from the date of the order, and not after : Provided, That claims ciatm* ' " * ^ accrued prior to the passage of this Act may be presented within one year. In such suits all parties in whose favor the Commission may have made an award for damages by a single order Joint plaintiffs may be joined as plaintiffs, and all of the carriers parties may sue Joint .< ■> -r j , c c*o1??T*^ '° ^^ ®^*^^ order awarding such damages may be joined as age^*^^ °^ '^*™" defendants, and such suit may be maintained by such joint plaintiffs and against such joint defendants in any district where any one of such joint plaintiffs could main- tain such suit against any one of such joint defendants ; process.^ ' '^ "* ^^d servlce of process against any one of such defendants as may not be found in the district where the suit is brought may be made in any district where such de- fendant carrier has its principal operating oflBce. In case of such joint suit the recovery, if any, may be by judgment in favor of any one of such plaintiffs, against the de- fendant found to be liable to such plaintiff. Every order of the Commission shall be forthwith Service of or- Served by mailing to any one of the principal officers or dcr of Commis- • " ° . " Bion by mailing, agents of the Carrier at his usual place of business a copy thereof; and the registry ^mail receipt shall be prima facie evidence of the receipt of such order by the carrier in due course of mail. ma'^°s"spena'»? The Commissiou shall be authorized to suspend or mo y or er. modify its Orders upon such notice and in such manner as it shall deem proper. Carriers, their It shall be the duty of every common carrier, its asents aeents and em- 70 pj^oyees, ^j^st and employees, to observe and comply with such orders such orders. go iQ^g as the Same shall remain in effect. Any carrier, any oflficer, representative, or agent of a carrier, or any receiver, trustee, lessee, or agent of either Interstate Commerce Act. 705 of them, who knowingly fails or neglects to obey any Punishment ty . J » forfeiture for re- order made under the provisions of section fifteen of this 5^'^^' *P 2*^^ °'- aer of Commis- Act shall forfeit to the United States the sum of five |}°S ^^^" ^^- thousand dollars for each offense. Every distinct viola- tion shall be a separate offense, and in case of a continu- ing violation each day shall be deemed a separate offense. The forfeiture provided for in this Act shall be payable p a^/abVe*°nto into the Treasury of the United States, and shall be re- wvemwe fn^civli" corerable in a civil suit in the name of the United States, ^"'*' brought in the district where the carrier has its principal operating oflSce, or in any district through which the road of the carrier runs. It shall be the duty of the various district attorneys, trkt"ittomeyfto under the direction of the Attorney-General of the United p™^^'="*^- States, to prosecute for the recovery of forfeitures. The costs and expenses of such prosecution shall be paid out pefseB*to''bfpaM of the appropriation for the expenses of the courts of the tion'''for^'Xuri United States. The CJommission may, with the consent '^p™^®''- of the Attorney-General, employ special counsel in any may employ spe- •1. -..,... .,, » , ■^'"l counsel. proceeding under this Act, paying the expenses of such employment out of its own appropriation. If any carrier fails or neglects to obey any order of the Commission, other than for the payment of money, while the same is in effect, any party injured thereby, or the Commission in its own name, may apply to the circuit united '^'st'ates court in the district where such carrier has its principal of'''^ msobedience operating ofiBce, or in which the violation or disobedience m i s s i on other than for pay- of such order shall happen, for an enforcement of such ment of money. ^^ ' Jurlsdlctloa of order. Such application shall be by petition, which shall court state the substance of the order and the respect in which the carrier has failed of obedience, and shall be served upon the carrier in such manner as the court may direct, and the court shall prosecute such inquiries and make such investigations, through such means as it shall deem needful in the ascertainment of the facts at issue or which may arise upon the hearing of such petition. If, upon such hearing as the court may determine to be necessary, it appears that the order was regularly made and duly 4S 706 Interstate Commerce Act. served, and that the carrier is in disobedience of the same, force"' dSobeyed the court shall enforce obedience to such order by a writ ly'^ma^d'e^^nd of injunction, or other proper process, mandatory or " ^ "^ ' otherwise, to restrain such carrier, its offlcers, agents, or representatives, from further disobedience of such order, or to enjoin upon it, or them, obedience to the same; and in the enforcement of such process the court shall have those powers ordinarily exercised by it in compelling obedience to its writs of injunction and mandamus, prfmrconri^ot From any action upon such petition an appeal shall lie tates. jjy either party to the Supreme Court of the United States, and in such court the case shall have priority in hearing and determination over all other causes except criminal causes, but such appeal shall not vacate or suspend the order appealed from. brT > i mission. mission, or operate in any manner to stay or postpone the enforcement thereof, without the special order of the Commission. In case a rehearing is granted the proceed- ings thereupon shall conform as nearly as may be to the proceedings in an original hearing, except as the Com- mission may otherwise direct; and if, in its judgment, after such rehearing and the consideration of all facts, including those arising since the former hearing, it shall appear that the original decision, order, or requirement is in any respect unjust or unwarranted, the Commission ma' " °n™rehear' °^^^ rcverse, change, or modify the same accordingly. Any change 'or' mod- decision. Order, or requirement made after such rehearing, ify order. reversing, changing, or modifying the original determina- tion shall be subject to the same provisions as an original order. Sec. 17. {As amended March 2, 1889-) That the Com- mission may conduct its proceedings in such manner as will best conduce to the proper dispatch of business and ^interstaje^om- |o ^j^g gjj^g ^f justice. A majority of the Commission p'i°o'cedMA "" ™ ''^ shall constitute a quorum for the transaction of business, but no Commissioner shall participate in any hearing or proceeding in which he has any pecuniary interest. Said Commission may, from time to time, make or amend such general rules or orders as may be requisite for the order and regulation of proceedings before it, including forms of notices and the service thereof, which shall conform, Parties mav ^^ nearly as may be, to those in use in the courts of the thr'coSimiBsion United States. Any party may appear before said Com- In person or by . . j i i. j . . attonwff. mission and be heard, in person or by attorney. Every In^bstatb Commhrcb Act. 709 vote and official act of the Oommission shall be entered of record, and its proceedings shall be public upon the request of either' party interested. Said Commission official seal. shall have an official seal, which shall be judicially noticed. Either of the members of the Oommission may administer oaths and affirmations and sign subpoenas. Sec. 18. (As amended March 2, 1889-) [See Section 21, s a i a ri es of f^ ' ' •- -rj Commissioners. increasing salaries of Commissioners.'] That each Com- missioner shall receive an annual salary of seven thou- sand five hundred dollars, payable in the same manner as the judges of the courts of the United States. The Com- s e c r etary— how appointed ; misson shall appoint a secretary, who shall receive an salary. annual salary of three thousand five hundred dollars, pay- able in like manner. The Commission shall have author- ity to employ and fix the compensation of such other employees as it may find necessary to the proper per- Employees, f ormance of its duties. Until otherwise provided by law, offices and ^ *' ' supplies. (lie Commission may hire suitable offices for its use, and shall have authority to procure all necessary office sup- plies. Witnesses summoned before the Commission shall witnesses' fees, be paid the same fees and mileage that are paid witnesses in the courts of the United States. All of the expenses of the Commission, including all the^^^ommission necessary expenses for transportation incurred by the ~^°^ p*'**- Commissioners, or by their employees under their orders, in making any investigation, or upon official business in tvny other places than in the city of Washington, shall be allowed and paid on the presentation of itemized vouchers therefor approved by the chairman of the Commission. Sec. 19. That the principal office of the^ Commission ot'tlf^commil shall be in the city of Washington, where its general ses- sions shall be held; but whenever the convenience of the public or the parties may be promoted, or delay or expense sessions of the prevented thereby, the Commission may hold special ses- '^*'"™ ^^'"'J- sions in any part of the United States.' It may, by one or Sq"„fr,enr'o"nl more of the Commissioners, prosecute any inquiry neces- or more of its ' " ^ •/ members In any sary to its duties, in any part of the United States, into o^^'^* gta'tes*'"' 710 Intbrstatb Commebce Act. any matter or question of fact pertaining to the business of any common carrier subject to the provisions of this Act. Carriers subject Sec. 20. (As amended Juiie £9, 1906-) That the Com - to Act, and own- ^ ers of railroads mission is hereby authorized to require annual reports engaged in inter- "^ i x- must rend'^f'^'ii ^^^^ ^^^ common Carriers subject to the provisions of this t(?°co'mmSion'^ ^^^' ^"*^ from the owners of all railroads engaged in in- fs°^auth™Sed'' to terstate commerce as defined in this Act ; to prescribe the ne?^in''whic"^e- manner in which such reports shall be made, and to re- ports shall be . J. , . .„ j. n j.- made and re- quire from such Carriers specific answers to all questions answers to all upou which the Commission may need information. Such questions. annual reports shall show in detail the amount of capital stock issued, the amounts paid therefor, and the manner of payment for the same; the dividends paid, the surplus fund, if any, and the number of stockholders ; the funded and floating debts and the interest paid thereon ; the cost What reports and value of the carrier's property, franchises, and equip- ■>t carriers shall tr r ^ 7 j 1 jr contain. ments ; the number of employees and the salaries paid each class; the accidents to passengers, employees, and other persons, and the causes • thereof ; the amounts ex- pended for improvements each year, how expended, and the character of such improvements; the earnings and receipts from each branch of business and from all ^sources; the operating and other expenses; the balances of profit and loss ; and a complete exhibit of the financial operations of the carrier each year, including an annual ' •Ti a y "prescribe balance sheet. Such reports shall also contain such in- nnifbrm system ,,..,,.,. ■, j.- of accounts and formation in relation to rates or regulations concerning manner of keen- . . . _ ing accounts. fares or freights, or agreements, arrangements, or con- tracts affecting the same as the Commission may require ; and the Commission may, in its discretion, for the purpose of enabling it the better to carry out the purposes of this Act, prescribe a period of time within which all common' carriers subject to the provisions of this Act shall have, as near as may be, a uniform system of accounts, and the Annual reports manner in which such accounts shall be kept. com''mis"'i'on "^b^ Said detailed reports shall contain all the required eachTear! " Statistics for the period of twelve months ending on the Interstate Commerce Act. 711 thirtieth day of June in each year, and shall be made out under oath and filed with the Commission, at its office in Washington, on or before the thirtieth day of September then next following, unless additional time be granted in comm issJon ' ° may grant ad- any case by the Commission ; and if any carrier, person, ^itionai time. or corporation subject to the provisions of this Act shall fail to make and file said annual reports within the time above specified, or within the time extended by the Com- mission for making and filing the same, or shall fail to Punishment ti- ° ' • forfeiture tor make specific answer to any question authorized by the failure to file, provisions of this section within thirty days from "the time it is lawfully required so to do, such parties shall forfeit to the United States the sum of one hundred dol- lars for each and every day it shall continue to be in default with respect thereto. The Commission shall also c o m m i ssion ^ may require fll- have authority to require said carriers to file monthly ^^^^ "spedaf're'- reports of earnings and expenses or special reports within p*""*'" a specified period, and if any. such carrier shall fail to file such reports within the time fixed by the Commission it shall be subject to the forfeitures last above provided. Said forfeitures shall be recovered in the manner pro- Punishment hv f o r f e Iture for vided for the recovery of forfeitures under the provisions failure to aie ■' ^ special reports. of this Act. The oath required by this section may be taken before oath to annual any person authorized to administer an oath by the laws taken, of the State in which the same is taken. The Commission may, in its discretion, prescribe the „, a y " ^e'scrihe forms of any and all accounts, records, and memoranda to counts,* records! be kept by carriers subject to the provisions of this Act, |Sd haTC°aMe^s including the accounts, records, and memoranda of the movement of traffic as well as the receipts and expendi- tures of moneys. The Commission shall at all times have access to all accounts, records, and memoranda kept by carriers subject to this Act, and it shall be unlawful for keep^'^othe^"""- , counts than such earners to keep any other accounts, records, or mem- those prescribed by Commission. oranda than those prescribed or approved by the Com- commission mission, and it may employ special agents or examiners, ^IJ e™m?ner^to who shall have authority under the order of the Commis- ^d'^recorda?™ ^ 712 Interstate Commerce Act. sion to inspect and examine any and all accounts, records, and memoranda kept by such carriers. This provision shall apply to receivers of carriers and operating trustees. Punishment of . . ., ■ , ,, , „ , carrier by for- In case 01 failure or refusal on the part of any such felture for fall- ^ "' ure to keep ac-. carrier, receiver, or trustee to keep such accounts, records, counts or records ' ' -^ ' ' commlssioBf^ o? ^°^ memoranda on the books and in the manner pre- of ''liccounts''or scribed by the Commission, or to submit such accounts, records. records, and memoranda as are kept to the inspection of the Comjnission or any of its authorized agents or exam- iners, such carrier, receiver, or trustee shall forfeit to the United States the sum of five hundred dollars for each such offense and for each and every day of the continu- ance of such offense, such forfeitures to be recoverable in the same manner as other forfeitures provided for in this Act. Punishment of Any person who shall willfully make any false entry in entry In accounts the accounts of any book of accounts or in any record or or records, or mutilation of ac- memoranda kept by a carrier, or who shall willfully counts or rec- jr .^ ; I'ng^' o'ther "^^ac '^^^t^'oy? mutilate, alter, or by any other means or device those ^ prescribed falsify the record of any such account, record, or memo- Ftae o?TmpHion: I'anda, or who shall willfully neglect or fail to make full, men oi oth. ij-^g^ ^q^ correct entries in such accounts, records, or memoranda of all facts and transactions appertaining to the carrier's business, or shall keep any other accounts, records, or memoranda than those prescribed or approved by the Commission, shall be deemed guilty of a misde- meanor and shall be subject, upon conviction in any court of the United States of competent jurisdiction,, to a fine of not less than one thousand dollars nor more than five thousand dollars, or imprisonment for a term not less than one year nor more than three years, or both such fine and imprisonment. special ^examiner Any examiner who divulges any fact or information facts or infoima- wMch may come to his knowledge during the course of tion without au- thority. Fine or such examination, except in so far as he may be directed imprisonment or both. by the Commission or by a court or judge thereof, shall be subject, upon conviction in any court of the United States of competent jurisdiction, to a fine of not more Interstate Cojimeecb Act. 713 than five thousand dollars or imprisonment for a term not exceeding two years, or both. That the circuit and district courts of the United States co™*may^&s^ shall have jurisdiction, upon the application of the Attor- compel compli- ance with pro- ney-General of the United States at the request of the visions ot Act. Commission, alleging a failure to comply with or a viola- tion of any of the provisions of said Act to regulate com- merce or of any Act supplementary thereto or amendatory thereof by any common carrier, to issue a writ or writs of mandamus commanding such common carrier to comply with the provisions of said Acts, or any of them. And to carry out and give effect to the provisions of commiBsion "' " ^ may employ spe- said Acts, or any of them the Commission is hereby examinlre'to ad- author'zed to employ special agents or examiners who "x°a^m i n e°^w}t- shall have power to administer oaths, examine witnesses, MfveeViaelfce.'^^ and receive evidence. That any common carrier, railroad, or transportation Receiving com- "' J J X- jQon carrier 11- company receiving property for transportation from a ^''J m'a g e°™ o*n point in one State to a point in another State shall issue mrat/carriea' by a receipt or bill of lading therefor and shall be liable to nertion, frresoec- the lawful holder thereof for any loss, damage, or injury to^conttary? "^^"^ to such property caused by it or by any common carrier, railroad, or transportation company to which such prop- erty may be delivered or over whose line or lines such property may pass, and no contract, receipt, rule, or regu- lation shall exempt such common carrier, railroad,, or transportation company from the liability hereby im- posed: Provided, That nothing in this section shall de- aer\"isting hSv prive any holder of such receipt or bill of lading of any remedy or right of action which he has under existing law. That the common carrier, railroad, or transportation miy"'hav?"l'e' company issuing such receipt or bill of lading shall be r?er^%eapoiisiWe ,, . -1 .:! i°^ loss or dam- entitled to recover from the common carrier, railroad, or age. transportation company on whose line the loss, damage, or injury shall have been sustained the amount of such loss, damage, or injury as it may be required to pay to the owners of such property, as may be evidenced by any receipt, judgment, or transcript thereof. 714 Interstate Commerce Act. Annual reports Sec. 21. (As amended March 2, 1889.) That the Com- of the Commls- ^ ' ' sion to Congress, uiission shall, on or before the first day of December in . each year, make a report, which shall be transmitted to Congress, and copies of which shall be distributed as are the other reports transmitted to Congress. This report shall contain such information and data collected by the Commission as may be considered of value in the deter- mination of questions connected with the regulation of commerce, together with such recommendations as to additional legislation relating thereto as the Commission may deem necessary ; and the names and compensation of the persons emploj'ed by said Commission. Persons and Sec. 22. {As amended March 2, '1889, and Febrxmry 8, pronerty that ^ ' ' •"' Sle M at"re^- ^595.) \_8ee section 1, J^th par.] That nothing in this Act duced rates. shall prevent the carriage, storage, or handling of prop- erty free or at reduced rates for the United States, State, or municipal governments, or for charitable purposes, or to or from fairs and expositions for exhibition thereat, or the free carriage of destitute and homeless persons transported by charitable societies, and the necessary agents employed in such transportation, or the issuance cu™1f^o'r Mm- 0^ mileage, excursion, or commutation passenger tickets ; S^acke't^^^^^''" nothing in this Act shall be construed to prohibit any common carrier from giving reduced rates to ministers of religion, or to municipal governments for the trans- portation of indigent persons or to inmates of the National Homes or State Homes for Disabled Volunteer Soldiers, and of Soldiers^ and Sailors' Orphan Homes, in- cluding those about to enter and those returning home after discharge, under arrangements with the boards of transportot^oiTto managers of said homes ; nothing in this Act shall be con- pSj^ ^^ r^- strued to prevent railroads from giving free carriage to *" their own oflQcers and employees, or to prevent the princi- pal officers of any railroad company or companies from Provisions of exchanging passes or tickets with other railroad com- tion to remedies panies for their officers and employees; and nothing in existing at com- , , . , . , , , , . mon law. Pend- this Act Contained shall in any way abridge or alter the ing litigation not .- .- o affected Dy act remedies now existing at common law or by statute, but Interstate Commerce Act. 715 the provisions of this Act are in addition to such reme- dies : Provided, That no pending litigation shall in any way be affected by this Act: Provided further, That ehang°lwe°*flve- nothing in this Act shall prevent the issuance of joint tick°ete' 7m ""I interchangeable five-thousand-mile tickets, with special "* *"** ""^gage. privileges as to the amount of free baggage that may be carried under mileage tickets of one thousand or more miles. But before any common ca,rrier, subject to the provisions of this Act, shall issue any such joint inter- changeable mileage tickets with special privileges, as aforesaid, it shall file with the Interstate Commerce Com- mission copies of the joint tarififs of rates, fares, or charges on which such joint interchangeable mileage tickets are to be based, together with specifications of the amount of free baggage permitted to be carried under • such tickets, in the same manner as common carriers are required to do with regard to other joint rates by section six of this Act : and all the provisions of said section six Publication of rates, relating to joint rates, fares, and charges shall be ob- served by said common carriers and enforced by the Interstate Commerce Commission as fully with regard to such joint interchangeable mileage tickets as with regard to other joint rates, fares, and charges referred to in said section six. It shall be unlawful for any common carrier ^^^^ ^^ tickets, that has issued or authorized to be issued any such joint interchangeable mileage tickets to demand, collect, or. receive from any person or persons a greater or less com- jtensation for transportation of persons or baggage under such joint interchangeable mileage tickets than that re- quired by the rate, fare, or charge specified in the copies penaiue*. of the joint tariff of rates, fares, or charges filed with the Commission in force at the time. The provisions of section ten of this Act shall apply to any violation of the requirements of this proviso. «^ jurisdiction of NEW SECTION. {Added March 2, 1889.) [Sec. 23.] ^urts to ^ssne That the circuit and district courts of the United States tory mandamus commanding the shall have jurisdiction upon the relation of any person or movement of in- terstate traffic or persons, firm, or corporation, alleging such violation by a the furnishing of common carrier, of any of the provisions of the Act to J^jUfJ",^'* * ' ° " 7WJ Interstate Commerce Act. Tphich this is a supplement and all Acts amendatory thereof, as prevents the relator from having interstate tralfic moved by said common carrier at the same rates as are charged, or upon terms or conditions as favorable as those given by said common carrier for like traflSc under similar conditions to any other shipper, to issue a writ or writs of mandamus against said common carrier, com- manding such common carrier to move and transport the traflSc, or to furnish cars or other facilities for transpor- Pere m p t o r y tation for the party applying for the vi^rit: Provided, isBu^^^notwTtif- That if any question of fact as to the proper compensa- standing proper ,. . ,, . j! ji . ^ i. j- j compensation of tiou to the common carrier for the service to be enforced undetermined. by the writ is raised by the pleadings, the writ of per- emptory mandamus may issue, notwithstanding such question of fact is undetermined, upon such terms as to security, payment of money into the court, or otherwise, as the court may think proper, pending the determination Remedy cumu- °* ^he qucstion of f act : Provided, I'hat the remedy lative, ag^dg^au ]jgj.g]t,y given by writ of mandamus shall be cumulative, dies provided"by and shall uot be held to exclude or interfere with other th© Act* remedies provided by this Act or the Act to which it is a supplement. Commission to Sec. 24. {Added June 29, 1906.) That the Interstate mem^rB°; te^i^ms" Commerce Commission is hereby enlarged so as to consist of seven members with terms of seven years, and each .shall receive ten thousand dollars compensation annually. Quaiiflcati o n s '^^^ qualifications of the Commissioners and the manner of'cominifsion."* ^^ ^^^ payment of their salaries shall be as already pro- vided by law. Such enlargement of the Commission shall be accomplished through appointment by the President, by and with the advice and consent of the Senate, of two additional Interstate Commerce Commissioners, one for a term expiring December thirty-first, nineteen hundred and eleven, one for a term expiring December thirty-first, nine- teen hundred and twelve. The terms of the present Com- missioners, or of any successor appointed to fill a vacancy caused by the death or resignation of any of the present Commissioners, shall expire as heretofore provided by TimtESTATE Commerce Act. 7) i law. Their soccessors and the successors of the addi- tional Commissioners herein provided for shall be ap- pointed for the full term of seven years, except that any person appointed to fill a vacancy shall be appointed only for the unexpired term of the Commissioner whom he shall succeed. Not more than four Commissioners shall be apointed from the same political party. {Additional provisions in Act of June 29, 1906.) (Sec. 9.) That all existing laws relating to the attend- as^to'^ittlndMiT!^ ance of witnesses and the production of evidence and the production oi ev idence applica- compelling of testimony under the Act to regulate com- we in proceed " ings under this merce and all Acts amendatory tlereof shall apply to any Act and all proceedings and hearings under this Act. (Sec. 10.) That all laws and parts of laws in conflict re'j.eaiid!"'^ '""^ with the provisions of this Act are hereby repealed; but the amendments herein provided for shall not affect not to affect , ,, TT .J. -i i~ii J. V i pending causes causes now pending in courts of the United btates, but m court. such causes shall be prosecuted to a conclusion in the manner heretofore provided by law. (Sec. 11.) That this act shall take effect and be in force ^^^l^ ^ct ef- from and after its passage. Joint resolution of June 30, 1906, provides: "That the effert"'ex^d?d act entitled 'An act to amend an act entitled "An ast to Is.'^fgoelf"^"' regulate commerce," approved February 4, 1887, and all acts amendatory thereof, and to enlarge the powers of the Interstate Commerc Commission,' shall take effect and be in force sixty days after its approval by the President of the United States." Public No. 41, approved February i, 1887, as amended by Public No. 125, approved March 2, 1889, and Public No. 72, approved February 10, 1891. Public No. 38, ap- proved February 8, 1895. Public No. 337, approved June 29, 1906. Public Ees., No. 47, approved June 30, 1906. 718 Interstate Commerce Act. AN ACT In relation to testimony before the Interstate Commerce Commission, and in cases or proceedings under or connected with an act entitled "An act to regulate commerce," approved February fourth, eighteen hundred and eighty-seven, and amendments thereto. Be it enacted hy the Senate and House of Representa- tives of the United States of America in Congress asseni- testtaOTi^of w?t bled, That no person shall be excused from attending and ductlon^of AN ACT To expedite the hearing and determination of suits in equity pending or hereafter brought under the act of July second, eight- een hundred and ninety, entitled "An act to protect trade and commerce against unlawful restraints and monopolies," "An act to regulate commerce," approved February fourth, eighteen hundred and eighty-seven, or any other acts having a like purpose that may be hereafter enacted. Be it macted ty the Senate and House of Representa- tives of the United States of America in Congress as- sembled, That in any suit in equity pending or hereafter Bxpeditfon of brought in any circuit court of the United States under the act entitled "An act to protect trade and commerce against unlawful restraints and monopolies," approved July second, eighteen hundred and ninety, "An act to regulate commerce," approved February fourth, eighteen hundred and eighty -seven, or any other acts having a like purpose that hereafter may be enacted, wherein the United States is complainant, the Attorney-General may file with the clerk of such court a certificate that, in his opinion, the case is of general public importance, a copy of which shall be immediately furnished by such clerk to each of the circuit judges of the circuit in which the case is pend- ing. Thereupon such case shall be given precedence over others and in every way expedited, and be assigned for hearing at the earliest practicable day, before not less than three of the circuit judges of said circuit, if there ^^Hearing^before be three or more; and if there be not more than two cir- cuit judges, then before them and such district judge as they may select. In the event the judges sitting in such case shall be divided in opinion, the case shall be certified to the Supreme Court for review in like manner as if taken premi^^court on there by appeal as hereinafter provided. Sec. 2. That in every suit in equity pending or hereafter Appeal to^ su ■brought in any circuit court of the United States under, p""^""^ any of said acts, wherein the United States is complain- ant, including cases submitted but not yet decided, an appeal from the final decree of the circuit court will lie only to the Supreme Court and must be taken within sixty days from the entry thereof : Provided, That in any Exception. case where an appeal may have been taken from the final Review by Su- 726 Inteestatb Commerce Act. decree of a circuit court to the circuit court of appeals before this act takes effect, the case shall proceed to a final decree therein, and an appeal may be taken from such decree to the Supreme Court in the manner now pro- vided by law. Public N9. 82, approved February 11, 1903. AN ACT Supplementary to the act of July first, eighteen hundred and sixty-two, entitled "An act to aid in the construction of a railroad and telegraph line from the Missouri River to the Pacific Ocean, and to secure to the Government the use of the same for postal, military, and other purposes," and also of the act of July second, eighteen hundred and sixty-four, and other acts amenda- tory of said first-named act. Be it enacted hy the Senate and House of Representa- a 1 d°e a™r™iTOad tivcs of the United States of America in Congress lines must them- assembled, That all railroad and telegraph companies to Belves maintain and operate. which the United States has granted any subsidy in lands or bonds or loan of credit for the construction of either railroad or telegraph lines, which, by the acts incorporat ing them, or by any act amendatory or supplementary thereto, are required to construct, maintain, or operate telegraph lines, and all companies engaged in operating said railroad or telegraph lines shall forthwith and hence- forward, by and through their own respective corporate officers and employees, maintain and operate, for railroad, Governmental, commercial, and all other purposes, tele- graph lines, and exercise by themselves alone all the tele graph franchises conferred upon them and obligations assumed by them under the acts making the grants as aforesaid. Sec. 2. That whenever any telegraph company which shall have accepted the provisions of title sixty-five of the Eevised Statutes shall extend its line to any station or Connecting tel?- giapii lines. oiBce of a telegraph line belonging to any one of said rail- road or telegraph companies, referred to in the first sec- tion of this act, said telegraph company so extending its line shall have the right and said railroad or telegraph Interstate Commerce Act.. 727 company shall allow the line of said telegraph company so extending its line to connect with the telegraph line of said railroad or telegraph company to which it is ex- tended at the place where their lines may meet, for the prompt and convenient interchange of telegraph business between said companies ; and such railroad and telegraph companies, referred to in the first section of this act, shall so operate their respective telegraph lines as to afford equal facilities to all, without discrimination in favor of or against any person, company, or corporation what- ever, and shall receive, deliver, and exchange business with connecting telegraph lines on equal terms, and af- fording equal facilities, and without discrimination for Equal faculties required. or against any one of such connecting lines ; and such ex- change of business shall be on terms just and equitable. Sec. 3. That if any such railroad or telegraph company referred to in the first section of this act, or company operating such railroad or telegraph line shall refuse or fail, in whole or in part, to maintain, and operate a tele- graph line as provided in this act and acts to which this is supplementary, for the use of the Government or the mSSate" com° public, for commercial and other purposes, without dis- ^,^^® commis- crimination, or shall refuse or fail to make or continue such arrangements for the interchange of business with any connecting telegraph company, then any person, com- pany, corporation, or connecting telegraph company may apply for relief to the Interstate Commerce Commission, whose duty it shall thereupon be, under such rules and regnilations as said Commission may prescribe, to ascer- Duties of the ° _, ,, Commission tain the facts, and determine and order what arrangement where complaint ' 1, •! ^ made, is proper to be made in the particular case, and the rail- road or telegraph company concerned shall abide by and perform such order; and it shall be the duty of the Inter- state Commerce Commission, when such determination and order are made, to notify the parties concerned, and, if necessary, enforce the same by writ of mandamus in the courts of the United S'tates, in the name of the United States, at the relation of either of said Interstate Com- 728 Inteestate Commerce Act. Commission nierce (Commissioners: Provided, That the said Commis- raay Institute In- ' ow? motion '*^ sioners may institute any inquiry, upon their own motion,' in the same manner and to the same effect as though com- plaint had been made. DBty of the Sec. 4. That in order tp secure and preserve to the under^tois^act. United States the full value and benefit of its liens upon all the telegraph lines required to be constructed by and lawfully belonging to said railroad and telegraph com- panies referred to in the first section of this act, and to have the same possessed, used, and ojSerated in conformity with the provisions of this act and of the several acts to which this act is supplementary, it is hereby made the duty of the Attorney-General of the United States, by proper proceedings, to prevent any unlawful interference with the rights and equities of the United States under this act, and under the acts hereinbefore mentioned, and under all acts of Congress relating to such railroads and telegraph lines, and to have legally ascertained and finally adjudicated all alleged rights of all persons and corpora- tions whatever claiming in any manner any control or interest of any kind in any telegraph lines or property, or exclusive rights of way upon the lands of said railroad companies, or any of them, and to have all contracts and provisions of contracts set aside and annulled which have been unlawfully and beyond their powers entered into by said railroad or telegraph companies, or any of them, with any other person, company, or corporation. Penalties for Sec. 5. That any officer or agea^ of said railroad or failare to complv ° ^'n* *f ^hFs'^'act ^^^^graph companies, or of any company operating the th ?^ Interstate r^il^oads and telegraph lines of said companies, who shall SSton?* '^°"'" refuse or fail to operate the telegraph lines of said rail- road or telegraph companies under his control, or which he is engaged in operating, in the manner directed in this act and by the acts to which it is supplementary, or who shall refuse or fail, in such operation and use, to afford and secure to the Government and the public equal facili- ties, or to secure to each of said connecting telegraph lines equal advantages and facilities in the interchange Interstate Commerce Act. 729 of business, as herein provided for, without any discrimi- nation whatever for or adverse to the telegraph line of any or either of said connecting companies, or shall re- fuse to abide by, or perform and carry out within a rea- sonable time the order or orders of the Interstate Com- merce Commission, shall in every such case of refusal or failure be guilty of a misdemeanor, and, on conviction thereof, shall in every such case be fined in a sum not exceeding one thousand dollars, and may be imprisoned not less than six months ; and in every such case of ref asal or failure the party aggrieved may not only cause the officer or' agent guilty thereof to be prosecuted under the provisions of this section, but may also bring an action Actiona for for the damages sustained thereby against the company a fs^^fe^ brought whose officer or agent may be guilty thereof, in the circuit or district court of the United States in any State or Territory in which any portion of the road or telegraph line of said company may be situated ; and in case of suit process may be served upon any agent of the company found in such State or Territory, and such service shall be held by the court good and sufficient. Sec. 6. That it shall be the duty of each and every one Duty of ran of the aforesaid railroad and telegraph companies, within graph imes sub ject to this acl sixty days from and after the passage of this act, to file to aie copies or contracts and a with the Interstate Commerce Commission copies of all report with the Commission. contracts and agreements of every description existing between it and every other person or corporation whatso- ever in reference to the ownership, possession, mainte- nance, control, use, or operation of any telegraph lines, or property over or upon its rights of way, and also a report describing with sufficient certainty the telegraph lines and property belonging to it, and the manner in which the same are being then used and operated by it, and the telegraph lines and property upon its right of way in which any other person or coi'poration claims to have a title or Interest, and setting forth the grounds of such claim, and the manner in which the same are being then used and operated; and it shall be the duty of each and 736 Interstate Commehos Act. every one of said railroad and telegraph companies an to^the^commil! Dually hereafter -to report to the Interstate Commerce ^'°°" Commission, with reasonable fullness and certainty, the nature, extent, value, and condition of the telegraph lines and property then belonging to it, the gross earnings, and all expenses of maintenance, use, and operation thereof, and its relation and business with all connecting tele- graph companies during the preceding year, at such time and in such manner as may be required by a system of refusal to' make reports which Said Commission shall prescribe; and if any mission. "^ of said railroad or telegraph companies shall refuse or fail to make such reports or any report as may be called for by said Commission, or refuse to submit its books and records for inspection, such neglect or refusal shall ope- rate as a forfeiture, in each case of such neglect or re- fusal, of a sum not less than one thousand dollars nor more than five thousand dollars, to be recovered by the Attorney-General of the United States, in the name and for the use and benefit of the United States ; and it shall Duty of Attor- jje the dutv of the Interstate Commerce Commission to ney-General to •' prosecute. inform the Attorney-General of all such cases of neglect or refusal, whose duty it shall be to proceed at once to judicially enforce the forfeitures hereinbefore provided. grMs^''to°* alter' Sec. 7. That nothing in this act shall be construed to amen .orrepea. ^^^^^^^ ^^ impair the right of Congress, at any time here- after, to alter, amend, or repeal the said acts hereinbefore mentioned; and this act shall be subject to alteration, amendment, or repeal as, in the opinion of Congress, jtis- nt^'tSe'^ Govern- tice or the public welfare may require; and nothing herein contained shall be held to deny, exclude, or impair any right or remedy in the premises now existing in the United States, or any authority that the Postmaster-General now has under title sixty-five of the Revised Statutes to fix rates, or, of the Government, to purchase lines as pro- vided under said title, or to have its messages given precedence in transmission. Public No. 237, approved August 7, 1888. ment preserved. Interstate Commerce Act. 731 THE SAFETY APPLIANCE ACTS. AN ACT To promote the safety of employees and travelers upon railroads by compelling common carriers engaged in interstate commerce to equip their cars with automatic couplers and con- tinuous bralces and their locomotives with driving-wheel brakes, and for other purposes. Be it enacted by the Senate and House of Representa- tives of the United States of America in Congress as- senibled, That from and after the first day of January, an? t'/ata^b^ktt' eighteen hundred and ninety-eight, it shall be unlawful for any common carrier engaged in interstate commerce by railroad to use on its line any locomotive engine in moving interstate traflBc not equipped with a power driv- ing-wheel brake and appliances for operating the train- brake system, or to run any train in such trafiSc after said date that has not a sufficient number of cars in it so equipped with power or train brakes that the engineer on the locomotive drawing such train can control its speed without requiring brakemen to use the common hand brake for that .purpose. Sec. 2. That on and after the first day of January, a n t o m a 1 1 c eighteen hundred and ninety-eight, it shall be unlawful ™"p'«''«- for any such common carrier to haul or permit to be liauled or used on its line any car used in moving inter- state traffic not equipped with couplers coupling auto- matically By impact, and which can be uncoupled without the necessity of men going between the ends of the cars. Sec. 3. That when any person, firm, company, or corpo- -^vhen carrier* , ., J t, 11 'D^y lawfully re- ration engaged in interstate commerce by railroaa snail fuse to receiro cars from con- liave eauinned a sufficient number of its cars so as to necting iines or ^ ■'^■^ , . snippers. comply with the provisions of section one of this act, it may lawfully refuse to receive from connecting lines of road or shippers any cars not equipped sufficiently, in accordance with the first section of this act, with such power or train brakes as will work and readily inter- change with the brakes in use on its own cars, as re- quired by this act. 732 Interstate Commerce Act. Grab irons and gj,c. 4. That from and after the first day of July, eight- bandnoles. een hundred and ninety-five until otherwise ordered by the Interstate Commerce Commission, it shall be unlaw- ful for any railroad company to use any car in interstate commerce that is not provided with secure grab irons or handholds in the ends and sides of each car for greater security to men in coupling and uncoupling cars. stands i-ri hoi rtt Sec. 5. That within ninety days from the passage of freight cars. thls act the American Railway Association is authorized hereby to designate to the Interstate Commerce Commis- sion the standard height of drawbars for freight cars, measured perpendicular from the level of the tops of the rails to the centers of the drawbars, for each of the several gauges of railroads in use in the United States, and shall fix a maximum variation from such standard height to be allowed between the drawbars of empty and loaded cars. Upon their determination being certified to the Interstate Commerce Commission, said Commission shall at once give notice of the standard fixed upon to all common car- riers, owners, or lessees engaged in interstate commerce in the United States by such means as the Commission may deem proper. But should said association fail to deter- mine a standard as above provided, it shall be the duty of the Interstate Commerce Commission to do so, before July first, eighteen hundred and ninety-four, and im- mediately to give notice thereof as aforesaid. And after July first, eighteen hundred and ninety-five, no cars, either loaded or unloaded, shall be used in interstate trafBc which do not comply with the standard above provided for. i^not'thl^To- ^^^' ^' (^* amended April 1, 1896.) That any such vMons of this common carrier using any locomotive engine, running any train, or hauling or permitting to be hauled or used on its • line any car in violation of any of the provisions of this act, shall be liable to a penalty of one hundred dollars for each and every such violation, to be recovered in a suit or suits to be brought by the United States district attorney in the district court of the United States having jurisdic- Interstate Commerce Act. 733 tion in the locality where such violation shall have been committed ; and it shall be the duty of such district attor- ^^^^ °*dY°trkt ney to bring such suits upon duly verified information att°™ey- being lodged with him of such violation having occurred ; and it shall also be the duty of the Interstate Commerce Duty of inter- ... . state Commerce Commission to lodge with the proper district attorneys in- commission. formation of any such violations as may come to its t^f^^^^^""^ *" knowledge : Provided, That nothing in this act contained shall apply to trains composed of four-wheel cars or to trains composed of eight-wheel standard logging car» where the height of such car from top of rail to center of coupling does not exceed twenty-five inches, or to locomo- tives used in hauling such trains when such cars or loco- motives are exclusively used for the transportation of logs. Sec. 7. That the Interstate Commerce Commission may Power of inter- state Commerce from time to time upon full hearing and for good cause ^"""^'^^J-^^g \"i extend the period within which any common carrier shall ^t^'^with" "this comply with the provisions of this act. ^"*- Sec. 8. That any employee of any such common carrier Employees not who may be injured by any locomotive, car, or train in use gume risk of em contrary to the provision of this act shall not be deemed ^ °^"*° ' thereby to have assumed the risk thereby occasioned, although continuing in the employment of such carrier after the unlawful use of such locomotive, car, or train had been brought to his knowledge. Public No. 113, approved March 2, 1893, amended April 1, 1896. Note.— Prescribed standard height of "drawbars : Standard -gauge roadS;, 34i inches; narrow-gauge roads, 26 inches; maximum varia- tion between loaded and empty cars, 3 inches. 734 Inteestate Commerce Xct. AN ACT To amend an act entitled "An act to promote the safety of employees and travelers upon railroads by compelling common carriers engaged in interstate commerce to equip their cars with automatic couplers and continuous brakes and their locomotives with driving-wheel brakes, and for other purposes," approved March second, eighteen hundred and ninety-three, and amended April first, eighteen hundred and ninety-six. Be it enacted hy the Senate and House of Representa- tives of the United States of America in Congress as- sembled. That the provisions and requirements of the act Safety appH- ' ^ ^ - • ance act of Mar. entitled "An act to promote the safety of employees and 0™™ rif i''^i896* travelers upon railroads by compelling common carriers TwritoSes''a n d engaged in interstate commerce to equip their cars with m'mbia.* °* ^° automatic couplers and continuous brakes, and their loco- sa^ty^'appuance motivcs with driving-wheel brakes, and for other pur- fets shall" apply poses," approved March second, eighteen hundred and couplers are ninety-three, and amended April first, eighteen hundred gether. and ninety-six, shall be held to apply to common carriers ance acts shall by railroads in the Territories and the District of Colum- a p p 1 y t o all equipment of any bia and Shall apply in all cases, whether or not the coup- railroad engaged rr ^ j in inte r B t a t e ]ers brought together are of the same kind, make, or type ; commerce. so. j j j r ; and the provisions and requirements hereof and of said acts relating to train brakes, autoniatic couplers, grab irons, and the height of drawbars shall be held to apply to all trains, locomotives, tenders, cars, and similar vehicles used on any railroad engaged in interstate com- merce, and in the Territories and the District of Colum- bia, and to all other locomotives, tenders, cars, and BjEceptions. similar vehicles used in connection therewith, excepting those trains, cars, and locomotives exempted by the pro- visions of section six of said act of March second, eighteen hundred and ninety-three, as amended by the act of April first, eighteen hundred and ninety-six, or which are used upon street railways. Power or train ^EC. 2. That whenever, as provided in said act, any IMS ^iian'so per train is operated with power or train brakes, not less than cent of cars in „ „ , , . trains shall he iiity per ceutum Of the cars m such tram shall have their used and oper- . atea. brakes used and operated by the engineer of the locomo- tive drawing such train; and all power-braked cars in euch train which are associated together with said fifty Interstate Commerce Aqt. 735 per centum shall have their brakes so used and operated; and, to more fully carry into effect the objects of said act, the Interstate" Commerce Commission may, from time may increase to time, after full hearing, increase the minimum percent- .centage oi power , . . . , , •■.,<"■ train brake age of cars in any tram required to be operated with cars to be used, power or train brakes which must have their brakes used and operated as aforesaid; and failure to comply with any such requirement of the said Interstate Commerce Commission shall be subject to the like penalty as failure penalty. to comply with any requirement of this section. Sec. 3. That the provisions of this act shall not take Sept.* i, i^os.''"' effect until September first, nineteen hundred and three. Nothing in this act shall be held or construed to relieve any common carrier, the Interstate Commerce Commis- sion, or any United States district attorney from any of Provisions, powers, duties, the provisions, powers, duties, liabilities, or requirements requir e m e n t s. ^ ' ^ > > ; 1 a ^ 3 liabilities of said act of March second, eighteen hundred and ninety- specified in act ' " ■'of Mar. 2, 1893. three, as amended by the act of April first, eighteen hun- i^igle^appi'^^^to dred and ninety-six; and all of the provisions, powers, '^'^ «"=t duties, requirements, and liabilities of said act of March second, eighteen hundred and ninety-three, as amended by the act of April first, eighteen hundred and ninety-six, shall, except as specifically amended by this act, apply to this act. Public, No. 133, approved March 2, 1903. ' Sundry civil act (appropriations) of June 28, 1902, au- i^f^^l°^^^''^ "' thorizes Commission to employ "inspectors to execute and enforce the requirements of the safety-appliance act." JOINT RESOLUTION Directing the Interstate Commerce Commis- sion to investigate and report on block-signal systems and appli- ances for the automatic control of railway trains. Resolved ly the Senate and House of Representatives of the United States of America in Congress assembled, That commission di- . , , rected to Inveatl- the Interstate Commerce Commission be, and it is hereby, gate and report on necessity for directed to investigate and report on the use of and necea- Wock iicnau. 736 Interstate Commerce Act. eitj for block-signal systems and appliances for the au- tomatic control of railway trains in the United States. For this purpose the Commission is authorized t<^ employ persons who are familiar with the subject, and may use such of its own employees as are necessary to make a thorough examination into the matter. Commission to In transmitting its report to the Congress the Commis- tflkG tGStllQOXlV and make recom- gion shall recommeud such legislation as to the Commis- mendatlona. " sion seems advisable. To carry out and give effect to the provisions of this resolution the Commission shall have power to issue sub- poenas, administer oaths, examine witnesses, require the production of books and papers, and receive depositions taken before any proper oflScer in any State or Territory of the United States. Public Resolution No. 46, approved Jnne 30, 1906. AN ACT To grant the right of way through the Oklahoma Territory and the Indian Territory to the Enid and Anadarko Railway Com- pany, and for other purposes. Sec. 18. That when in any case two or more railroads crossing each other at a common grade shall, by a system of interlocking or automatic signals, or by any works or fixtures to be erected by them, render it safe for engines and trains to pass over such crossing without stopping, and such interlocking or automatic signals or works or Approrai by fixtures shall be approved by the Interstate Commerce Steriocking ol Commissioners, then, in that case, it is hereby made law- nais at croBsingi! ful f or the engines and trains of such railroad or railroads to pass over such crossing without stopping, any law or the provisions of any law to the contrary notwithstand- ing; and when two or more railroads cross each other at a common grade, either of such roads may apply to the Interstate Commerce Commissioners for permission to in- troduce upon both of said railroads some system of inter- locking or automatic signals or works or fixtures render- Division of cost Interstate Commerce Act. ftSt ing it safe for engines and trains to pass over such cross- ings without stopping, and it shall be the duty of said Interstate Commerce Commissioners, if the system of common grade ' ** crossings. works and fixtures which it is proposed to erect by said company are, in the opinion of the Commission, sufScient and proper, to grant such permission. . Sec. 19. That any railroad company which has obtained noHco of ta- permission to introduce a system of interlocking or auto- "ais at crossings. matic signals at its crossing at a common grade with any other railroad, as provided in the last section, may, after thirty days' notice, in writing, to such other railroad com- pany, introduce and erect such interlocking or automatic signal or fixtures; and if such railroad company, after such notification, refuses to join with the railroad com- pany giving notice in the construction of such works or fixtures, it shall be lawful for said company to enter upon the right of way and tracks of such second company, in such manner as to not unnecessarily impede the operation of such road, and erect such works and fixtures, and may recover *in any action at law from such second company one-half of the total cost of erecting and maintaining such interlocking or automatic signals or works or fixtures on both of said roads. • • • • » ♦ ' • Public No. 26, approved February 28, 1902. AN ACT Requiring common carriers engaged in interstate commerce to make full reports of all accidents to the Interstate Commerce Commission. Be it enacted ly the Senate and House of Representa- tives of the United States of America in Congress assem- Ued, It shall be the duty of the general manager, super- intendent, or other proper ofiflcer of every common carrier engaged in interstate commerce by railroad to make to the Interstate Commerce Commission, at its ofiSce in Washington, District of Columbia, a monthly report, Monthly re- under oath, of all collisions of trains or where any train S^cidenti." ^'^^ 738 Interstate Commerce Act. or part of a train accidentally leaves the track, and of all accidents which may occur to its passengers or employees while in the service of such common carrier and actually on duty, which report shall state the nature and causes thereof, and the circumstances connected therewith. iept"t""w*i°tT?n Sec. 2. That any common carrier failing to make such ter" rad^ rf^ any report withiu thirty days after the end of any month shall S^nor.* "'^^*' be deemed guilty of a misdemeanor and, upon conviction Penalty. thereof by a court of competent jurisdiction, shall be pun- ished by a fine of not more than one hundred dollars for each and every offense and for every day during which it shall fail to make such report after the time herein speci- fied for making the same. i)e"Sed*'i?°lv° ^^^- ^- ^'^^^ neither said report nor any part thereof cMrie?.^*'"^"^* ^^^11 ^^ admitted as evidence or used for any purpose against such railroad so making such report in any suit or action for damages growing out of any matter men- tioned in said report. Form of report. Sec. 4. That the Interstate Commerce Commission is authorized to prescribe for such common carriers a method and form for making the reports in the foregoing section provided. Public No. 171, approved March 3, 1901. JOINT RESOLUTION Instructing the Interstate Commerce Commis- sion to make examinations into t]»e subject of railroad discrimina- , tions and monopolies in coal and oil, and report on the same from time to time. Resolved hy the Senate and House of Representatives of the United States of America in Congress assembled, That Commi 8 s 1 o n the Interstate Commerce Commission be, and is hereby, amine Into sub- authorized and instructed immediately to inquire, investi- Ject of railroad •' ^ ' ?a^"o™i'"and°'if ^^^^' ^^^ report to Cougress, or to the President when from^^time^^'to ^Jongress is not in session, from time to time as the inves- ^'"^ tigation proceeds — First. Whether any common carriers by railroad, sub- ject to the interstate-commerce act, or either of them, own or have any interest in, by means of stock ownership in Inteestate Commerce Act. 739 other corporations or otherwise, any of the coal or oil which they, or either of them, directly or through other companies which they control or in which they have an interest, carry over their or any of their lines as common carriers, or in any manner own, control, or have any inter- est in coal lands or properties or oil lands or properties. Second. Whether the officers of any of the carrier com- . interest of car- ■' ners in coal and panies aforesaid!, or any of them, or any person or persons ana' o°? Vafflc"^' charged with the duty of distributing cars or furnishing facilities to shippers are interested, either directly or in- directly, by means of stock ownership or otherwise in cor- porations or companies owning, operating, leasing, or roa°*^offlctais^ta otherwise interested in any coal mines, coal properties, or i^ds - or° c o a i coal traffic, oil, oil properties, or oil trafflc over the rail- roads with which they or any of them are connected or by which they or any of them are employed. Third. Whether there is any contract, combination in combination or . ' trust in restraint the form of trust, or otherwise, or conspiracy in restraint <>* tTa.ae, or mo- ' J X- ./ nopoly in coal or of trade or commerce among the several States, in which "^^ traffic. any common carrier engaged in the transportation of coal or oil is interested, or to which it is a party; and whether any such common carrier monopolizes or attempts to monopolize, or combines or conspires with any other car- rier, company or companies, person or persons to monopo- lize any part of the trade or commerce in coal or oil, or trafflc therein among the several States or with foreign nations, and whether or not, and if so, to what extent, such carriers, or any of them, limit or control, directly or indirectly, the output of coal mines or the price of coal and oil fields or the price of oil. Fourth. If the Interstate Commerce Commission shall Commission to make report. find that the facts or any of them set forth in the three paragraphs above do exist, then that it be further re- quired to report as to the effect of such relationship, ownership, or interest in coal or coal properties and coal traffic, or oil, oil properties, or oil trafflc aforesaid, or such contracts or combinations in form of trust or otherwise, or conspiracy or such monopoly or attempt to monopolize 740 Interstate Commeece Act. or combine or conspire as aforesaid, n-pon sucli person or persons as may be engaged independently of any other persons in mining coal or producing oil and shipping the same, or other products, who may desire to so engage, or upon "the general public as consumers of such coal or oil. System of car Fifth. That said Commission be also required to in- trii)u«oi2° ^' vestigate and report the system of car supply and dis- tribution in effect upon the several railway lines engaged in the transportation of coal or oil as aforesaid, and whether said systems are fair and equitable, and whether the same are carried out fairly and properly; and whether said carriers, or any of them discriminate against shippers or parties wishing to become shippers over their several lines, either in the matter of distribution of cars or in furnishing facilities or instrumentalities connected with receiving, forwarding, or carrying coal or oil as aforesaid, commiasion to Sixth. That said Commission be also required to report Infl-eportTarts as to what remedy it can suggest to cure the evils above ana conclusions. ^^^ ^^^^j^^ .^ ^^^^ ^^^^^ Seventh. That said Commission be also required to re- port any facts or conclusions which it may think pertinent to the general inquiry above set forth. Information to Eighth. That Said Commission be required to make this fro4"'tiJne'^*to investigation at its earliest possible convenience and to """^ furnish the information above required from time to time and as soon as it can be done consistent with the per- formance of its public duty. Public Ees. No. 8, approved March 7, 1906. JOINT RESOLUTION Amending joint resolution instructing the In- terstate Commerce Commission to make examinations into the subject of railroad discriminations and monopolies, and report on the same from time to time, approved March seventh, nineteen hundred and six. Resolved ty the Senate and House of Representatives of the United States of America in Congress assembled, That Interstate Commerce Act. 7il joint resolution instructing the Interstate Commerce Commission to make examinations into the subject of railroad discriminations and monopolies, and report on the same from time to time, approved March seventh, • nineteen hundred and six, is hereby amended by adding the following thereto : Ninth. To enable the Commission to perform the duties required and accomplish the purposes declared herein, the Commission shall have and exercise under this joint reso- gw^Sif power lution the same power and authority to administer oaths, mony ™^in *coai to subpoena and compel the attendance and testimony of lations. witnesses and the production of documentary evidence, and to obtain full information, which said Commission now has under the act to regulate commerce, approved February fourth, eighteen hundred and eighty-seven, and acts amendatory thereof or supplementary thereto now in force or may have under any like statute taking effect hereafter. All the requirements, obligations, liabilities, and immunities imposed or conferred by said act to regu- late commerce and by "An act in relation to testimony before the Interstate Commerce Commission in cases under or connected with an act entitled 'An act to regu- late commerce,' approved February fourth, eighteen hun- dred and eighty-seven, and amendments thereto," approved February eleventh, eighteen hundred and ninety- three, shall also apply to all persons who may be sub- poenaed to testify as witnesses or to produce documentary evidence in pursuance of the authority herein conferred. Public Ees. No. 11, approved March 21, 1906. AN ACT Concerning carriers engaged in interstate commerce and their employees. Be it enacted ty the Senate and House of Representa- tives of the United States of America in Congress assem- bled, That the provisions of this act shall apply to any controversies be- ,,,.». , , tween railroads common carrier or carriers and their oflBcers, agents, and and their em- ployees, employees, except masters of vessels and seamen, as scope of act. 742 Interstate Commekce Act. defined in section forty-six hundred and twelve, Revised Statutes of the United States, engaged in the transporta- tion of passengers or property wholly by railroad, or partly by railroad and partly by water, for a continuous carriage or shipment,, from one State or Territory of the . United States, or the District of Columbia, to any other State or Territory of the United States, or the District of Columbia, or from any place in the United States to an adjacent foreign country, or from any place in the United States through a foreign country to any other place in the United States. Termi. The term " railroad " as used in this act shall include all bridges and ferries used or operated in connection with any railroad, and also all the road in use by any —"railroad." Corporation operating a railroad, whether owned or operated under a contract, agreement, or lease; and the tiM."*"^*"^^*"*^' term " transportation " shall include all instrumentalities of shipment or carriage. The term " employees " as used in this act shall include all persons actually engaged in any capacity in train operation or train service of any description, and not- withstanding that the cars upon or in which they are employed may be held and operated by the carrier under street railroads lease or other contract : Provided, however, That this act excepted. shall not be held to apply to employees of street railroads and shall apply only to employees engaged in railroad train service. In every such case the carrier shall be re- sponsible for the acts and defaults of such employees in the same manner and to the same extent as if said cars were owned by it and said employees directly employed by it, and any provisions to the contrary of any such lease Responsibility or Other Contract shall be binding only as between the of carrier on leased cars. parties thereto and shall not affect the obligations of said carrier either to the public or to the private parties con- ^^chairman of kerned. mcree** comm"- Sbc. 2. That Whenever a controversy concerning wages, missioner of La- hours of labor, Or conditions of employment shall arise differences. between a carrier subject to this act and the employees of — " emp 1 oy ees. Interstate Commerce Act. 743 such carrier, seriously interrupting or threatening to in- terrupt the business of said carrier, the chairman of the Interstate Commerce Commission and the Commissioner of Labor shall, upon the request of either party to the controversy, with all practicable expedition, put them- selves in communication with the parties to such con- troversy, and shall use their best efforts, by mediation and conciliation, to amicably settle the same ; and if such efforts shall be unsuccessful, shall at once endeavor to bring about an arbitration of said* controversy in accord- ance -with, the provisions of this act. Sec. 3. That whenever a controversy shall arise between ju^""" *° ^^ a carrier subject to this act and the employees of such carrier which can not be settled by mediation and con- ciliation in the manner provided in the preceding section, said controversy may be submitted to the arbitration of a board of three persons, who shall be chosen in the manner following: One shall be named by the carrier or em- Board to arbi- f-i'n tft How BC ployer directly interested; the other shall be named by lectei the labor organization to which the employees directly interested belong, or, if they belong to more than one, by that one of them which specially represents employees of the same grade and class and engaged in services of the same nature as said employees so directly interested: Provided, however, That when a controversy involves and affects the interests of two or more classes and grades of employees belonging to different labor organizations, such g^gl^^'^%f^^l arbitrator shall be agreed upon and designated by the con- lations" '"^^*°' current action of all sueh labor organizations; and in cases where the majority of such employees are not mem- bers of any labor organization, said employees may by a majority vote select a committee of their own number, which committee shall have the right to select the arbi- trator on l^ehalf of said employees. The two thus chosen Third arwtra shall select the third commissioner of arbitration; but, in " the event of their failure to name such arbitrator within five days after their first meeting, the third arbitrator shall be named by the commissioners named in the pro- 744 Interstate Commerce Act. ceding section. A majority of said arbitrators shall be competent to make a valid and binding award nnder the Form of guV provisions hereof. The submission shall be in writing, mission. gj^g^lj ^,g signed by the employer and by the labor organiza- tion representing the employees, shall specify the time and place of meeting of said board of arbitration, shall state the questions to be decided, and shall contain appropriate provisions by which the respective parties shall stipulate, as follows : , First. That the board of arbitration shall commence stipulations of submission. ^^^^ their hearings within ten days from the date of the ap- ings, pointment of the third arbitrator, and shall find and file their award, as provided in this section, within thirty days from the date of the appointment of the third arbi- status of con- trator ; and 'that pending the arbitration the status exist- troversy pend- , , ^ t i 3 ing arbitration, ing immediately prior to the dispute shall not be cnanged : ^ , » Provided. That no employee shall be compelled to render Involu ntary ' r ^ jt service. personal service without his consent. Filing of award Second. That the award and the papers and proceed- s*tates circuit ings, including the testimony relating thereto certified '^*"" under the hands of the arbitrators and which shall have the force and effect of a bill of exceptions, shall be filed in the clerk's office of the circuit court of the United States for the district wherein the controversy arises or the arbitration is entered into, and shall be final and con- clusive upon both parties, unless set aside for error of law apparent on the record. avra^f '"^°*°*' Third. That the respective parties to the award will each faithfully execute the same, and that the same may be specifically enforced in equity so far as the powers of a court of equity permit: Provided, That no injunction or other legal process shall be issued which shall compel se^icei""**'^ the performance by any laborer against his will of a con- tract for personal labor or service. mtaatiSS ft smI Fourth. That employees dissatisfied with the award shall not by reason of such dissatisfaction quit the service of the employer before the expiration of three months from and after the making of such award without giving Interstate Commerce Act, 745 thirty days' notice in writing of their intention so to quit. Nor shall the employer dissatisfied with such award dis- miss any employee or employees on account of such dis- satisfaction before the expiration of three months from and after the making of such award without giving thirty days' notice in writing of his intention so to discharge. Fifth. That said award shall continue in force as be- , continuaneeiD force ol award. tween the parties thereto for the period of one year after the same shall go into practical operation, and no new arbitration upon the same subject between the same em- ployer and the same class of employees shall be had until the expiration of said one year if the award is not set aside as provided in section four. That as to individual individual em ployees not par- employees not belonging to the labor organization or *'*■ "<>* ^M\lna organizations which shall enter into the arbitration, the said arbitration and the award made therein shall not be binding, unless the said individual employees shall give assent in writing to become parties to said arbitration. Sec. 4. That the award being filed in the clerk's ofSce Exceptions to " award. of a circuit court of the United States, as hereinbefore provided, shall go into practical operation, and judgment shall be entered thereon accordingly at the expiration of ten days from such filing, unless within such ten days • either party shall file exceptions thereto for matter of law apparent upon the record, in which case said award shall go into practical operation and judgment be entered ac- cordingly when such exceptions shall have been finally disposed of either by said circuit court or on appeal there- from. At the expiration of ten days from the decision of the Appeal to cir circuit court upon exceptions taken to said award, as pe'aV""^' "^ *" aforesaid, judgment shall be entered in accordance with said decision unless during said ten days either party shall appeal therefrom to the circuit court of appeals. In such case only such portion of the record shall be Hecora. transmitted to the appellate court as is necessary to the proper understanding and consideration of the questions of law presented by said exceptions and to be decided. 746 Interstate Commerce Act, The determination of said circuit court of appeals upon Judgment gg^j^ questions shall be final, and being certified by the clerk thereof to said circuit court, judgment pursuant thereto shall thereupon be entered by said circuit court. If exceptions to an award are finally sustained, judg- ment shall be entered setting aside the award. But in agreemrat* ^^ ^^^^ case the parties may agree upon a judgment to be entered disposing of thfe subject-matter of the controversy, which judgment when entered shall have the same force and effect as judgment entered upon an award. trlti^"^'^"^^' ^^^- ^- '^^^* *°^ ^^^ purposes of this act the arbitrators herein provided for, or either of them, shall hate power to administer oaths and afiBrmations, sign subpoenas, re- quire the attendance and testimony of witnesses, and the production of such books, papers, contracts, agreements, and documents material to a just determination of th^ miattera under investigation as may be ordered by the court ; and may invoke the aid of the United States courts to compel witnesses to attend and testify and to produce such books, papers, contracts, agreements and documents to the same extent and under the same conditions and penalties as is provided for in the act to regulate com- merce, approved February fourth, eighteen hundred and eighty-seven, and the amendments thereto. arwfratT'"* '° ^^^* ^' '^^^^ every agreement of arbitration under this act shall be acknowledged by the parties l)ef ore a notary public or clerk of a district or circuit court of the United Filing of agree- States, and when so acknowledged a copy of the same iSeretote^com- ^^^^ ^^ transmitted to the chairman of the Interstate merce commis- Qommerce Commission, who shall file the same in the ofiSce of said Commission, mai^duai'"* em* Any agreement of arbitration which shall be entered p^oyees to ai i- ^^^^ conforming to this act, except that it shall be exe- cuted by employees individually instead of by a labor organization as their representative, shall, when duly ac- knowledged as herein provided, be transmitted to the chairman of the Interstate Commerce Commission, who shall cause a notice in writing to be served upon the arbi- Interstate Commerce Act. 747 trators, fixing a time and place for a meeting of said board, which shall be within fifteen days from the execu- tion of said agreement of arbitration ; Provided, however, That the said chairman of the Interstate Commerce Com- mission shall decline to call a meeting of arbitrators under such agreement unless it be shown to his satisfac- tion that the employees signing the submission represent or include a majority of all employees in the service of the same employer and of the same grade and class, and that an award pursuant to said submission can justly be regarded as l^inding upon all such employees. Sec. 7. That during the pendency of arbitration under this act it shall not be lawful for the. employer, party to such arbitration, to discharge the employees, parties thereto, except for inefficiency, violation of law, or neglect of duty; nor for the organization representing such em- ployees to order, nor for the employees to unite in, aid, or abet, strikes against said employer; nor, during a period of three months after an award under such an arbitration, for such employer to discharge any such em- ployees, except for the causes aforesaid, without giving thirty days' written notice of an intent so to discharge; nor for any of such employees, during a like period, to quit the service of said employer without just cause, with- out giving to said employer thirty days' written notice of an intent so to do ; nor for such organization representing such employees to order, counsel, or advise otherwise. Any violation of this section shall subject the offending party to liability for damages: Provided, That nothing herein contained shall be construed to prevent any em- ployer, party to such arbitration, from reducing the num- ber of its or his employees whenever in its or his judgment business necessities require such reduction. Sec. 8. That in every incorporation under the pro- visions of chapter five hundred and sixty-seven of the United States Statutes of eighteen hundred and eighty- five and eighteen hundred and eighty-six it must be pro- vided in the articles of incorporation and in the constitu- Meetlng to be called. Condition. Restrictions on parties during pendency of ar- bitration. After award. Penalty. Reduction of force for buBl- nes3 reasons. National trade unions. 748 Interstate Commerce Act. tion, rules, and by-laws that a member shall cease to be memblriw™ lol such by participating in or by instigating force or violence violence. against persons or property during strikes, lockouts, or boycotts, or by seeking to prevent others from working through violence, threats, or intimidations. Members of Liabilities. such incorporations shall not be personally liable for the acts, debts, or obligations of the corporations, nor shall such corporations be liable for the acts of members or Appearance of others in violation of law; and such corporations may arbitration ^ pro- appear by designated representatives before the board created by this act, or in any suits or proceedings tor or against such corporations or their members in any of the Federal courts, handsof ^Federal ^^^* ^- '^^^^ whenever receivers appointed by Federal ployeel^'to ^™e courts are in the possession and control of railroads, the heard. employees upon such railroads shall have the right to be heard in such courts upon all questions afifecting the terms and conditions of their employment, through the officers and representatives of their associations, whether incor- porated or unincorporated, and no reduction of wages shall be made by such receivers without the authority of the court therefor upon notice to such employees, said NoHce of reduc- notice to be not less than twenty days before the hearing tion of wages. J J a upon the receivers' petition or application, and to be pQsted upon all customary bulletin'boards along or upon the railway operated by such receiver or receivers. Prohibition of Sbc. 10. That any employer subject to the provisions of unjust require- ments as condi- this act and any officer, agent, or receiver of such em- tions to employ- ment ployer who shall require any employee, or any person seeking employment, as a condition of such employment, to enter into an agreement, either written or verbal, not to become or remain a member of any labor corporation, association, or organization; or shall threaten any em- ployee with loss of employment, or shall unjustly dis- criminate against any employee because of his membership in such a labor corporation, association, or organization ; or who shall require any employee or any person seeking employment, as a condition of such employment, to enter Interstate Commerce Act. 749 into a contract whereby such employee or applicant for employment shall agree to contribute to any fund for charitable, social, or beneficial purposes; to release such pr^^^^f'rther employer from legal liability for any personal injury by t™r^ afg^harge °^ reason of any benefit received from such fund beyond the proportion of the benefit arising from the employer's contribution to such fund; or who shall, after having dis- charged an employee, attempt or conspire to prevent such employee from obtaining employment, or who shall, after the quitting of an employee, attempt or conspire to pre- vent such employee from obtaining employment, is hereby declared to be guilty of a misdemeanor, and, upon con- viction thereof in any court of the United States of com- ^enaitj. petent jurisdiction in the district in which such oflfense • was committed, shall be punished for each offense by a fine of not less than one hundred dollars and not more than one thousand dollars. Sec. 11. That each member of said board of arbitration lo^^^xp^nsel'Vf shall receive a compensation of ten dollars per day for the arbitration, time he is actually employed, and his traveling and other necessary expenses; and a sum of money sufiScient to pay the same, together with the traveling and other necessary and proper expenses of any conciliation or arbitration had hereunder, not to exceed ten thousand dollars in any one year, to be approved by the chairman of the Interstate Commerce Commission and audited by the proper ac- counting officers of the Treasury, is hereby appropriated for the fiscal years ending June thirtieth, eighteen hun- dred and ninety-eight, and June thirtieth, eighteen hun- dred and ninety-nine, out of any money in the Treasury not otherwise appropriated. Sec. 12. That the act to create boards of arbitration or Repeal, commission for settling controversies and differences be- tween railroad corporations and other common carriers engaged in interstate or territorial transportation of property or persons and their employees, approved Octo- ber first, eighteen hundred and eighty-eight, is hereby repealed. Public No. 115, approved June 1, 1898. 750 Intbestate Commerce Act. AN ACT To promote the security of travel upon railroads engaged in interstate commerce, and to encourage the saving of life. Be it enacted iy the Senate and House of Representa- tives of the United States of America in Congress assem- lled, That the President of the United States be, and he ranroads.^"^ "^ i^ hereby, authorized to cause to be prepared bronze or**^*'* °* '""'■ medals of honor, with suitable emblematic devices, which shall be bestowed upon any persons who shall hereafter, by extreme daring, endanger their own lives in saving, or endeavoring to save, lives from any wreck, disaster, or grave accident, or in preventing or endeavoring to prevent such wreck, disaster, or grave accident, upon any railroad within the United States engaged in interstate commerce : Proviso. Provided, That no award of said medal shall be made to Proof, ^°y person until sufficient evidence of his deserving shall have been furnished and placed on file, under such regu- lations as may be prescribed by the President of the United States. Sec. 2. That the President of the United States be, and he is hereby, authorized to issue to any person to whom a medal of honor may be awarded under the provisions of Rosettes and this Act a rosette or knot, to be worn in lieu of the medal, ribbons. and a ribbon to be worn with the medal ; said rosette or knot and ribbon to be each of a pattern to be prescribed FssM^rf new ^^ *^® President of the United States : Provided, That ribbona whenever a ribbon issued under the provisions of this Act shall have been lost, destroyed, or rendered unfit for use without fault or neglect on the part of the person to whom it was issued, a new ribbon shall be issued to such person without charge therefor. Payment of Sec. 3. That the appropriations for the enforcement expenses. and execution of the provisions of the Acts to promote the safety of employees and travelers upon railroads are hereby made available for carrying out the provisions of this Act. Public, No. 98, approved February 23, 1905. Interstate Commerce Act. 751 eegulations goveening the awabd of iife-saving medals tindeh the fosegoiitq act. Made by the President of the United States on March 29, 1905. 1. Applications for medals under this act should be addressed to and filed with the Interstate Commerce Com- mission, at the city of Washington, D. C. Satisfactory evidence of the facts upon which the application is based must be filed in each case. This evidence should be in the form of affidavits made by eyewitnesses, of good repute and standing, testifying of their own knowledge. The opinion of witnesses that the person for whom an award is sought acted with extreme daring and endangered his life is not sufficient, but the affidavits must set forth the facts in detail and show clearly in what manner and to what extent life was endangered and extreme daring ex- hibited. The railroad upon which the incident occurred, the date, time of day, condition of the weather, the names of all persons present when practicable, and other perti- nent circumstances should be stated. The affidavits should be made before an officer duly authorized to ad- minister oaths and be accompanied by the certificate of some United States official of the district in which the affiants reside, such as a judge or clerk of United States court, district attorney, or postmaster, to the effect that the affiants are reputable and credible persons. If the affidavits are taken before an officer without an official seal his official character must be certified by the proper officer of a court of record under the seal thereof. 2. Applications for medals, together with all affidavits and other evidence received in connection therewith, shall be referred to a committee of five persons, consisting of the secretary of the Commission, the chief inspector of safety appliances, two inspectors of safety appliances designated by the Commission, and the clerk of the safety- appliance examining board, who shall act as clerk of the committee. This committee shall carefully consider each application presented and, after thoroughly weighing the evidence, shall prepare an abstract or brief covering the 752 Interstate Commerce Act. case and file the same, together with the committee's recommendation, with the Commission, which brief and recommendation shall be transmitted by the Commission to the President for his approval. The committee may, with the approval of the Commission, direct any inspector of safety appliances in the employ of the Commission to proceed to the locality where the service was performed for which a medal is claimed, and make a personal in- vestigation and report upon the facts of the case, which report shall be filed and made a part of the evidence con- sidered by the committee. 3. Upon final approval of the committee's recommenda- tion by the President the Commission shall take such measures to carry the recommendation into effect as the President may direct. 4. The Commission shall cause designs to be prepared for the medal, rosette, and ribbon provided for by the act, which designs shall be submitted to the President for his approval. INDEX. Page. Abandonment of route ]97 220 270 Accidents. investigation of, by Railroad Cominisaioners 233 railroad superintendents to furnish information of, to Railroad Com- missioners 233 appeal in accident cases 369 Acconunodation of connecting roads 131 Affidavits to amend certificates of incorporation 32, 104, 285 Alteration of business. any stock corporation may extend or alter 79 Altering signal light, how punished 583 Alteration of charter 50 Animals. carrying same in a cruel manner a misdemeanor 584 how defined 685 limit of confinement in cars 585 infectious and contagious diseases of 289 throwing substances injurious to, in public places a misdemeanor... 585 Annual report. form of 77, 150, 233 for purpose of taxation 494 when and where to be filed 150, 233. penalty for .failure to make a report 150, 55S See Tax Law. Anti-Scalpers Law 134, 575, 570 Appeal. when may be taken 14, 152, 369, 499 Arbitration. act relating to ■ 352 Arson. , setting fire to car, etc., when arson in first degree 565 getting fire to car, etc., when arson in second degree 565 setting fire to car, etc., when arson in third degree 565 Articles of association. railroad company, how formed by 101, 240 what to contain 102 afiidavit that ten per cent, of the capital stock has been subscribed and ten per cent, of that amount paid in, to be recorded with arti- cles 103 48 753 754 Index. Articles of association — Continued. Page. when amended or supplemental certificate may be filed. . 32, 78, 104, 285 additional powers conferred 104 purchasers of franchise at judicial sale may file articles of associa- tion 66, 171 when an electric light and power company may become a railroad. . . 123 under New York City Rapid Transit Act. 60.j corporations of same name prohibited 31 fraud in procuring organization of corporation 671 Assessment. See Taxation Automatic. couplers 144, 301, 731, 562 brakes 144, 299, 731 Automobile Act 420 Axe. to be kept in passenger car 144 Badge. conductors and servants must wear 138 advising or inducing not to wear, a misdemeanor 553 employees at stations must wear 138 bail of railroad employees 644 Baggage. provisions as to 138, 139, 141 weight of ". 133 unclaimed 140, 394 Barbed wire. not to be used in division fence 128 BeU. to be rung or Whistle to be blown at crossing 561 neglect to ring, or blow whistle, penalty 561 Bills of lading. issuing fictitious, how punished 580 erroneous excepted, if issued in good faith ■ 681 duplicate receipts, must be marked as such 681 hypothecating goods covered by, how punished 682 property demanded by process of law 582 Board of Railroad Commissioners. how appointed . . . ; 228 oath of ofiice, etc 230 suspension from' ofiice 229 certified copies of official documents 237 seal of 23u general powers and duties 231 principal office and meetings of 230 quorum of Board 231 investigation of accidents 233 reports of railroad corporations to be made to 230 Index. 755 Board of Railroad Commissioners — Continued. Page. power to approve petition for change of nam-e of railroad corporation. 22 newspapers to publish notice o€ change, etc., to be designated by. . . . 23 fees for certified papers 235 provisions as to secretary 229 additional officers, their duties 22'J may approve safeguards 147 recommendations of, where law has been violated 233 recommendations of, when repairs or other changes are necessary. . . . 234 legal effect of recommendations and actions of the Board 234 corporations must furnish necessary information to 235 attendance of witness before 235 powers in matter of accommodations, by connecting lines 131 powers in matter of railroads crossing each other at grade 132 powers in relation to stoves in dining cars 147 powers as to increase or reduction of stock 8'> certified copies of papers filed with 23 , may act as judges, and award prizes 230 may examine condition of road as to receipts for freight, fare, etc. . 134 when may fix amount of compensation for carrying the mails 149 where route coincides with another route 210 powers as to grade crossings, etc 154 et seq. consent of, as to construction of railroads 152 Bonding of towns, and railroad aid debts. general provisions 530 et seq. Bonds, stock corporations. consent of stockholders requisite to issue of 64, 103, 100 power to convert bonds into stock SI new corporation, after consolidation, may issue 168 act authorizing change of bonded indebtedness, etc 278 voting of bondholders regulated • • • 67 bonding of towns, and railroad aid debts, constitution and acts relat- . ingto • SSOetseq. 756 Iin>sx. Bonds, stock coiporations — Continued. Page. borrow money on mortgage property, power to 64, 106, I6IS Negotiable Instrument Law 358 consideration for issue of 84 savings banks investments 407, 396, 447 Books to be kept. every stock corporation to keep same "iQ of foreign corporation ' 92 Brakes. kind to be used ." 299, 731 Brakemen. when may be policemen lol See Conductors. Branches." *• v right to operate 192, 312 Bridges. railroad not to be constructed over navigable waters without permis- sion of Supreme Court 113 right to cross bridges substituted for bridge crossed for five years. . 20;i swing, lights upon 357, 564 New York and Brooklyn, cars on 358, 39R Bridging, excavating and tunneling. general provisions in regard to 113, 118, 203, 191 Burglary. in third degree, defined 560 unlawfully entering building, etc , 560 building defined 56U Canals. power of directors to change grade or route where track crosses canal 117, 407 power of Superintendent of Public Works over so much of track as crosses or approaches within ten rods of canal 117, 407 parties owning canal may construct railroads alongside or in lieu thereof 250 street railroad crossing 117, 407 Canada thistles and other weeds. to be cut 148, 274 Capital stock. general provisions 82 et seq. amount of, for every mile of road constructed 103 articles of association to designate number of shares of 103 Bubscription to 81 ten per cent, of minimum amount authorized to be subscribed and paid in cash at time of incorporation 103 issue and transfer of S'2 application to court for order to issue new in place of lost certificate. 90 consideration for issue of 84 Index. 757 Capital stock — Continued. Page. sixty days' notice of intention to forfeit the same to be given 82 how increased or reduced 85 increase or reduction of number of shares 95 held by municipal corporations, how represented in consolidation. . . . 170 amount of, on consolidation 170 fraud, how punished 571 reduction of stock not to relieve holder or owner of same from per- sonal liability existing prior to reduction 85 notice of meeting to increase, or reduce stock 86 a vote of two-thirds of all shares necessary to increase or reduce stock' 86 certificates of proceedings to increase or reduce same, how made 88 Board of Railroad Commissioners may or may not approve certificate of proceedings 85 preferred stock, how exchanged for common 88 taxation of 466 et seq. whole amount of stock not to be increased by the exchange of pre- ferred for common S3 fraud in procuring subscriptions for same a misdemeanor 57-0 fraud in issue of 570 proxies . 'iO the voting of stockholders regulated 39 lessee of corporation may exchange its, for that of leased road 174 stock book of foreign corporations 9i Cars. freight cars to be equipped with continuous power or air brakes 299 freight cars to be equipped with automatic couplers. 301 platforms, how to be constructed on passenger 561 penalty for placing passenger car in front of merchandise or freight car • 561 on New York and Brooklyn Bridge 35S Car heating. passenger cars not to be heated by stoves ,147, 561 provisions of thig. act not applicable to certain roads 147 Car lighting. oil to be not less than 300 degrees Fahrenheit 319 Cash. ' payment of wages in 350 Casket. hermetically sealed, when to be used 303 Cattle-guards. railway companies to maintain same 128 lessee to maintain ■ ^^3 Cemeteries. street, road, avenue or thoroughfare not to be laid out through rural cemeteries except in certain cases 24.S certificate of necessity ^^^ 758 Index. Chattel mortgaee. See Liens. Pagt. Change. of name of corporation, proceedings to 22 of route, grade or terminus 115 of gauge 278 Chautauqua Assembly grounds.. railroads through 113 Checks. for baggage 138 for connecting steamboats 141 Cities. other railroads in, etc. ; general provisions 207 et seq. of the second class 362, 464 Code of Criminal Procedure. sections applicable to railroad companies 543, 550 et seq. Code — Penal. sections applicable to railroads 550 et seq. Combinations. prohibited 69, 305 Common Carriers^ railroad companies entitled to rights of, and liable as 144 Commissioners of appraisal to acquire real estate. See real estate and condemnation of real property. Commissioners of highway. powers of, as to railroad crossing the same 113, 240 See Grade Crossing Law, 154 et seq. Competing lines. to have equal facilities and accommodations from other railroads as to transportation of passengers and freight 130 Comptroller. corporations to report to, under Tax Law 474 reduction of capital stock ; S3 Condemnation of real property. proceedings for i 4 et seq. Conditional sale of rolling stock. See Lien Law, 355 et seq. Conductors. employment of 136 intoxication of 318, 543 number of hours of labor of, regulated ! 285, 349 as to wearing uniform 563 to wear badges 138 may be appointed special policemen 151 whA may be employed as 136, 318 when may use force to eject passenger . .- 135, 554 Index. 759 Connecting raflroaas. p^^j. accommodations to be granted by 114 131 Board of Railroad Commissioners, power as to 131 liability for freight II4 13^ rights as to transportation of freight and passengers 114, 131 Constitution of the State of New York. sections applicable to railroads 840 570 Connecting steamboats. tickets and checks for 141 Consolidation. when companies may consolidate 16.'5 proving incorporation of new company 371 conditions Igg joint agreement, amovmt of capital stock ' 166 new corporation to be vested with all property, etc., of old company. . 168 new corporation may issue bonds 168 and lease of parallel lines I75 agreement to be submitted to stockholders. 167 general provisions for 165* et seq. to succeed to rights, franchises, etc., of roads consolidated 16C rights of creditors, and liens not to be impaired 16!) stock held by municipal corporations, how represented 170 agreement of consolidation to be filed in Secretary of State's office; also in county clerk's office 167 foreclosure of mortgage upon consolidated lines 170 of domestic and foreign railroad corporations 326, 413 Construction of road. provisions as to commencement and completion of. .107, 193, 199, 417, 418 of surface street 177 et eeq. center-bearing rails prohibited on street railroads 202 when may labor on Sunday 65 1 extension of route 115, 177, 191 location of route 105, 177, 191 change of, how made 115 buildings and stations 131 part of, in another State 117 abandonment of part of route of street railroad 197 change of gauge 278 change of grade Il5 construction of, on county roads 179, 326 in street where other road is built 196 in case of failure to complete, corporate rights saved in certain cases. 199 fences, farm crossings and cattleguards 128 weight of rail 127 sign boards and flagmen at crossings 12a act in relation to intersection and crossings of the tracks, etc., of certain railroads 287 consent of Railroad Commissioners necessary, etc 152, 163 See Grade Crossing Law, 154; Route of Road. 760 Iwanx. Contractor. -> Paor. liabilit;^ of corporation to employees of 127 how extended .■ ■ • . 45 when to cease 107, 193, 36G provisions for winding up affairs of corporation when annulled by- act of Legislature 25S amended and supplemental certificate 32, 104, 285 alteration and repeal of charter CO Corporations. change of name, proceedings to 2? indictment of /. 544, 545 not to issue pass to public officer 241 must make annual report 77, 150, 232, 574 consolidation of, owning continuous lines, etc 16S, 32G act to provide for the transfer of the securities of bankrupt 255 punishment for refusal to permit employees to attend election 550 punishment for compelling employees to agree not to join labor or- ganization, etc 552 unlawful acts of, and neglect of duty by, railroad officials 558 of same name prohibited '. 3 i act to provide for the winding up of, which have been annulled and dissolved 25C must furnish necessaiy information 235, 572 as to operating railroads in other States 171 railroad, how organized 102, 240 alteration or repeal of charter 60 dissolution of 44, 198, 251, 250 when notice of lapse of time unnecessary 49 how reorganized when road sold under foreclosure 66 may establish ferries 146 in actions against, not necessary to prove existence of same 33 taxation of 466 et seq. constitutional provisions applicable to 240 certificate of authority of a foreign 36 in case of dissolution of, directors as trustees 44, 45 forfeiture for non-user 45 extension of corporate existence 45 books to be kept 70 officers of ■ 73 liability of officers for false certificates, reports or public notices. . 78, 572 supplemental certificate 35, 45, 104 additional powers conferred 104 acquisition of property by 35, 104 construction of road 105 purchase of land and stock in other States 106 when corporate powers to cease 45, 107, 193, 417 location of route 108 liability of, employees or contractor . . . ., 127 to pay wages weekly 351 Index. 761 Corporations — Continued. Paqe. to pay wages in cash 350 apt in relation to receivers of 251 liabilities of reorganized lyg amended certificates of 32 104 285 owning canals may construct railroad 250 may change time for holding annual elections 249 act to provide for licensing foreign 314 439 County railroads. general provisions 207 et seq. Couplers. kind to be used on freight cars 144, 299, 562, 731 Courts. jurisdiction of misdemeanors committed on railroads 50.1 courts sitting on Sunday 391 Creditors. notice toi, on application of insolvent corporations, etc 21 notice to, to present claims 258 et seq. claims, when debarred 256 et seq. distribution of assets to 256 et seq. Criminal Code. provisions applicable to railroad corporations, officers, employees, and to crimes on railroads 543 Criminal ofienses. indictments for crimes committed on cars, where may be found 543 Crossings. general provisions 154 et seq., 128, 266, 267, 561 trains to stop at grade crossings of other railroads 132 protection at crossings of street and steam railroads 132 intersections and crossings in cities, towns and villstges 287 of horse railroad track 216 bell to be rung and whistle sounded at- 561 sign board and flagman at 129 act in relation to crossing, etc., of certain railroads, etc 287 Grade Crossing Law 154 certain in Kings county 410 Crowbar. to be kept in passenger car 145 Day's labor. ten hours to constitute a day's labor on street, steam surface and elevated roads 285, 349, 350, 556 Oebft. gtockholders' liability for ^3 See Employees. 762 Index. Directois. Page. general provisions as to 71 et secy. change of number of 72 quorum of 44 act authorizing change of time of holding elections 240 definition 29 special elections of 42, 240 as to acts of 50, 573 effect of failure to elect 42 to be trustees in case of dissolution . . . '. 44 misconduct of, defined and forbidden, a misdemeanor 571 present at meeting, when presumed to have assented to proceedings. . 572 stockholders indebted to corporation directors may refuse to transfer stock 75 absent from meeting, when presumed to have assented 572 failure to disclose notice of application for injunction, a misde- meanor 57? presumed to have knowledge of affairs of corporation 574 election, new, may be ordered by Supreme Court 4^ election of, time'for, may be changed 249 election of, postponement of , 42 inspectors of election for, how appointed, to be sworn 75 may be chosen after articles of association filed 104 unlawful acts of stockholders, how protected against 31 of lessee company may act as, of leased roads 175 misconduct of corporate elections 572 provisions of Penal Code relative to 571 et seq. of foreign corporations 99 Disdrderly conduct. on public conveyances 543, 585 Dissolution. provisions as to winding up affairs of dissolved corporations. . . . 251, 255 papers to be sei-ved on Attorney-General for 252 of street railroad companies, effect of 198 et seq. proceedings for voluntary dissolution of 95 directors as trustees in case of 44 Disputes. amicable adjustment of, between employers and employees 352 Domestic electric light and power companies. may operate railroads, not surface street and not more than twenty * miles in length, by electricity 123 Driver. ■who may be employed as 136, 559 Driving wheel and train brakes 299, 731 Dynamite. See Explosives. Electric railroads. See Motive power. Electric light and power corporation. may become a railroad corporation ,.,,..,,.,,,.,,,,,.,.,..,,,,,,, 133 . Index. 763 Elevatea railroafls. "Paqs. general provisions 207etseq. gates or vestibule doors 226 hours of labor upon, limited 349 weekly payment of wages on 35I when may abandon part of its route 279 misconduct of oflScials or employees on .' 560 act to facilitate travel upon, in the city of New York 313 franchise tax on 495 See Eapid Transit Act Elections. of directors 42, 71, 249 power of Supreme Court respecting 43 inspectors and their oaths 76 act authorizing change of, in certain cases 249 Elevated tramway coiporations 265 elevator charges 322 Emigrants. selling passage tickets to, at a higher rate than one and a quarter cents a mile 579 taking payment from, for ticket under false representations, a mis- demeanor 779 soliciting emigrant passenger to exchange ticket, a misdemeanor .... 580 other offenses against 580 Employees. misconduct of 318, 543, 554, 572 who may be employed as drivers, conductors, etc .*.... 136 railroad company liable for wages of, due from contractor 127 act to limit the hours of service 349 personal liability of stockholders for employee's wages . . , 93 engineer must be able to read 659 negligence of person in charge of steam engine ; 560 failure to ring bell or blow whistle a misdemeanor 561 person addicted to , the use of intoxicating liquor not to be em- ployed ^. 136, 543, 660 placing passenger car in front of merchandise or freight car a mis- demeanor 561 when not deemed to assume risk of employment 732 regulations as to age and employment of 136 appointment of, as police 151 punishment for refusal to permit, to attend election — 550 punishment for compelling, to agree not to join labor organizations, etc 552 liability of persons in charge of steam engine 553 inducing not to wear uniform, a misdemeanor 562 to wear badges ; can exercise no authority without same 138 compelling to agree not to join labor organizations, a misdemeanor. . 552 wages payable only in cash ..,,..,,..,.., ,.,...,,.,,,,,,.. 350 764 Index. Employees — Continnet . ., . , Pace. wages payable weekly 351 misconduct of, on elevated railroads 560 bail of 544 payment of wages to, by receiver 350 See Lien Law, 357. Employers' liability 410 Engineers. See Employees. , , Evidence of incorporation. what shall constitute 31, 371 Excavating, tunneling and bridging. general provisions in regard to 118 Explosives. attempting to ship by rail or otherwise without revealing true nature of, a felony 657 keeping, unlawfully 557 Extension. . » ^ of route l\i, 177, 191 of corporate existence of railroad corporation 45, 364, 366, 418 right to operate 312 Fare. when not to exceed three cents per mile 133 may be five cents for one mile when road does not exceed fifteen miles in length 134 rate of ; 133, 195 Legislature may alter or reduce 134 passenger refusing to pay may be ejected 135, 554 on street railroads '. 133, 195 on narrow-gauge roads 13:! on mountain railroads 133 on railroads of two gauges 133 extra fare may be exacted when no ticket purchased 263 contracting corporations to carry for one fare 195 on cable roads 133 on New York Central railroad 134, 247 of consolidated companies 133, 195 on sleeping cars 134 excessive fare, penalty for 135 on elevated roads 207 Farm. crossings 128 Fees for witnesses. before Board of Railroad Commissioners 235 fees 235, 345 Fences. general provisions 128 barbed wire, not to be used 128 Index. 765. Ferries. Page. corporations may establish 149 Fine. imposed on corporation 548 Firemen. - to be transported free on certain railroads 360 Fires. provision as to 391 Fish and Game Act 377 et seq. Flagmen. at crossings 129 Foreclosure. mortgagee may purchase railroad on 175 certificates of stock may be issued after, in certain cases 175 liabilities of reorganized, railroad corporations 176 consolidation of companies , 176 by consolidated railroads lying partly in this State 170, 326 powers, duties and liabilities of corporations of other States 171 reorganization of new corporations under 64 et seq. articles of association under 04 when officers of road foreclosed may issue certificates of stock 175 right of stockholders to redeem 65, 88 as to non-extension of reorganized road 176 Forgery. forging passage ticket 567 sale of forged scrip by officer, agent or employee of company 567 " forge " or " forging " defined 668 Forfeiture. for non-user 45 failure to construct surface steam roads within a certain time 193 general provisions as to forfeiture not to apply to certain cases 199 Foreign countries and other States. railroads in • • 36 boards of directors 121 corporate powers 35, 121 additional corporate powers 121 principal office to be located in this State 122 at least one meeting of stockholders to be held each year in this State 122 Foreign corporations. certificate of authority to 36 liabilities of officers, directors and stockholders of.- 99 organized in another State may hold and convey real estate in this State • 35 mortgage foreclosure, may purchase at 38 act relative to actions against 324 stock books of **2 768 Ibdkx. Foreign corporations — Continued. Page. tajcation of 314, 476 railroads in foreign countries 120, 121 acquisition of property in this State by 38 Forest preserve. acts in relation to 377 et seq. land in, not to be taken for railroad purposes 240 Franchise and property. said of street railroad at public auction 182 franchise tax 478 Fraud. in sale of tickets 567, 568, 577, 578 sale of forged or fraudulent scrip by officers or employees, how pun- ished 566 in procuring organization of corporation, or increase of capital 570 in keeping nccounts 672 in issuing bills of lading 680 in falsely indicating person as corporate officer 668 in subscriptions to stock corporations '. . . . 667 Freight cars. to be equipped with continuous power or air brakes 299, 731 to be equipped with automatic couplers 301, 562, 731 standard height of drawbars for 731 Freight regulations. where roads eross or intersect each other 114 as to connecting or intersecting railroads 114, 130 issuing fictitious bills of lading, how punished '. . 580 Legislature may alter or reduce rates 134 unlawfully riding on freight trains, how punished 563 dviplicate receipts must be marked as such 681 hypothecating goods covered by bill of lading, how punished 672 competing lines to have equal facilities of accommodation from other railroads 130 unclaimed freight, how disposed of 140 unclaimed perishable freight, how disposed of 140 proceeds of sale of unclaimed freight, how disposed of 140 transfer of freight to connecting steamboat lines 141 relative to freight transferred to steamboats to connecting railroads. . 141 Furnaces. use of, prohibited. 147, 661 Game Laws. provisions of, applicable to railroad companies 377 et seq. Gauge of road. act authorizing change of, in certain cases 278 General acts relating to railroads 243 et seq. General Corporation Law. general provisions of 27 et seq. Index. 767 Page. Good Roads Act ' 354 Grade. ; Change of 115 Grade Crossing Law 154^ I55 etseq. Grade crossing appropriation 363 Grabirons and handholds 731 Greater New York charter 327 Gripmen. who may be employed as 136 Gunpowder. See Explosiyes. Guard-posts 562 Handsaw. to be kept in passenger car 144 Health, public 303 et seq. Heating. See Car Heating. Hermetically sealed caskets, when to be used 303 Highway Law 266 et seq. Highways and streets. laying out same across railroad tracks. . . 240 railroad companies to cause same to be taken across track as most convenient for travel 244 penalty where railroad neglects or refuses to do necessary work. . . . 244 right of manufacturer to construct railroad on or across 123 right of manufacturer to tunnel under 118 right of railway companies on certain country " roads " 362 powers of commissioners of highways 243 railroads may go across or along 105 _ signboards at crossings 129 ringing bell or blowing whistle at crossings 561 speed of trains through cities and villages in certain cases 130 misdemeanor to obstruct with train for more than five minutes 561 intersection of, additional lands for 113 intersection and crossings of track and roadbeds in 113, 287 intersection of, by railroads 114 railroads on certain highways 326 Good Roads Act ' 354 See Grade Crossing Law, 154 et seq. Hours of labor. on railroads 349, 556 Ice. removal of, and snow • • • • 193 Incorporations. See Articles of Association. Increase of stock. See Capital Stock. 768 Index. Indian lands. P*<*- authorizing construction of railroads upon v, ....•• • H" Indictments for crimes on railroads. where may he found ^ ^^' indictment of corporation S45, 646 Individual. joint-stock association, etc., may lay down and maintain railroad tracks 122 Infectious and contagious diseases. of animals 289 to prevent spread of 303 Injuring railroad property. how punished 582, 583 Interlocking switch and signal apparatus. provisions as to 132 Intersection of other railroads 114, 164, 287 Interstate Commerce Act and kindred acts c. 683 et seq. Intoxication. See Employees. . Issue and transfer of stock 81 Joint-stock association. See Manufacturing Establishments, .j Jimk business ''^■4, 554, 569 Laborers. See Employees. '' Jurors .....; 419 Labor Law .'|| 349 Labor department •-• 392 Labor organizations. compelling employees to agree not to join, a misdemeanor 552 Lease. how authorized 172 lessee may take surrender or. transfer of capital stock of leased road and issue in exchange its own 174 consolidation, effect of 175 lessee to maintain fences and cattle-guards ; 128 lessee to report to State Board of Railroad Commissioners T. 149 of parallel lines prohibited .^ 175 Legislative services 461 Legislature. may alter or reduce fare „ 134 sections of the Constitution defining powers of, as regards railroads, etc flie 240 may annul and dissolve corporations •j-^.... 256 Liability. ia«t of stockholders •^ . . . , 93 limitation of ■> .... 94 aa common carriers •-..... I44 Lien Law. P*™- ^. ^, 355, 357 Light. altering, how punished ,o, kind of oil to be used in cars 319 upon swing bridges 357 564 Limitation of time in which to construct road. surface steam .-. jg surface street jgg Line. common to two companies, how eonstviieted' II7 igs' Liquor Tax Law. act relating to '. 010 Location of route. See Route of Road. Locomotives. inspection of boilers I45 245 furnished with -cogs working into cogs as motive power 133 to be furnished with arrangement for preventing escape of fire from , . 388 to be equipped with driving-wheel brakes 299, 731 must stop at grade crossings 132 bell must >e rung and whistle sounded at crossings 561 Lost certif ~ 'tr ji sto* j:* af, ,n,a,i,ion to court for order to issue new, in place of 90 order of court on such application 91 Low bridgci.. warning signals at 144 Mails. regulation for carrying 149 contracts for U. S. mails 149 Management of the road. removal of brush and weeds from roadbed 274 notice of time of starting train 130 accommodation to be furnished shippers and passengers 131 constitutional provisions applicable to 240 every railroad over one hundred miles in length to issue mileage books 316 accommodation of connecting .' 131 fencef*,' farm crossings and cattle-guards 128 transportation of calves 365 signboards and flagmen at crossings 129 bell to be rung at crossings 561 loco riotives must stop at grade crossings 132 rateo of fare 133, 195 cc olidation, effect of, etc ,. . • ^^^ injiiries to railroad property, how punished 582, 583 taking excessive fare, how punished 135 49 770 Index. Maoasement of the road — Continued. Page. extra fare may be exacted when no ticket purchased 263 companies may, employ police force 151 policemen to take oath of office 151 employees, qualifications of 318 act in relation to issue of mileage books 31G care of animals S84 checks for baggage 138, 141 penalties for injuries to 139 platforms, how to be Constructed on passenger cars 661 riding on platforms of cars, company not responsible for injuries. . . . 148 when force or violence not unlawful. 135, 654 drinking water to be supplied .' 144 tools to be kept in passenger car 144 Railroad Commissioners may approve other safeguards 147 use of stoves and furnaces in passenger car prohibited 147 may establish ferries , 149 hours of service, of conductor, engineer, fireman or trainman 285 rights of railroad superintendent in relation to milk cans 319, 326 kind of oil to be used in cars 319 payment of taxes, etc., by railroads 466, 467, 468, 470 wages of employees payable only in cash 350 wages of employees, on street and elevated roads, payable weekly. . . 351 switches to be used 144 warning signals at low bridges 144 automatic couplers on all new freight cars 144, 299, 562, 731 automatic brakes to be attached to passenger ears 14 air brakes on all new freight cars 299, 731 reckless injury to baggage, how punished 139 getting off or on freight or wood cars or engines in motion, or riding on same without permission, how punished 563 contracting corporations to carry for one fare 198 disorderly conduct on public conveyances 586 forging railroad tickets 567 as to sleeping cars \ 136 deer or venison, when not to be transported 377 woodcock, quail and grouse, when not to be transported 379 intemperate person not to be employed 136, 318 locomotives running through forest lands to be provided with appa- ratus to prevent escape of fire 388 companies to provide men to extinguish fire 391 placing passenger cars in front of freight or certain other cars a mis- demeanor 661 railroads may run thirty miles an hour through cities and villages in certain cases 130 no exclusion because of race or color 655 corporations not to issue jjass to public officers, etc 237, 240 certain may cease operation in winter 125, 149 corpse to be transported must be closed in a hermetically sealed casket 303 MannfactnTiiig establishments. Paoe. may lay down track to connect manufactory with existing railroads. . 122 Maps and profiles. of proposed route to be filed 108, 162 of constructed route to be filed 108, 162 of altered road 108 Mechanic's lien. act in relation to ". 365 Merger, provisions for 69, 165 Mileage books. every railroad over one hundred miles in length in this State to issue. 316 Milk cans. acts relative to 319, 324 rights of railroad superintendent in relation to collection thereof. 319, 324 Monopolies. act to prevent monopolies in articles of common use S74 Mortgage. railroads may U'l of corporate real property 19 power of corporation to borrow money and 64 debt, payment of, by stockholders pending foreclosure 86 foreclosure of, made by consolidated railroads partly in this State .... 170 mortgagee may purchase at foreclosure sale 175 See Foreclosure. Mortgage Tax 615 Motive power. what may be used as 105, 194, 370 Motormen. who may be employed as 136 Mountain railroads. rate of fare upon. . .- ^ 133 motive power to be used upon 133 Municipal aid. to railroads ^^^ funding of bonded debts ^31 municipal tax of railroads payable to the county treasurer 533 abolition of office of Railroad Commissioners 534 appointment of Eailroad Commissioners ,. 535 . oath and undertaking of commissioners 535 exchange or sale of railroad stock and bonds 635 annual report of commissioners and payment of bonds 536 accounts and loans by commissioners 537 reissue of lost or destroyed bonds 538 Name, of corporation. how changed corporations of same, prohibited " •* I r. Ikdez. Narrow-gauge roads. Page, fare ^^^ heating of cars on. (See section 2, chapter 4.21, Laws of 1800, riot published herein.) Navigation Law ' 357 Negotiable Instrument Law 358 New Jersey, system of transit from 460 New York and Brooklyn bridge. street surface and elevated railroads on 358, 398 system of transit between New York city and New Jersey 460 Nitro-glycerine. See Explosives. Notice of cessation of operations during winter months. provisions as to publication and posting of 149 Notice of time of starting trains. how to be given 130 Obstructions on railroad track 563, 582 OfScers of company, how appointed 70 selling forged or fraudulent scrip, punishment of 507 unlawful acts by ; 558 fraudulent issue of stock by, punishment by imprisonment 572 fraud in procuring organization of corporation or increase of capital, by, punishable by imprisonment 572 placing passenger car in front of baggage or freight ear, a misde- meanor 561 willful violation or omission of duty, a misdemeanor 571 willful violation or omission of duty, how punished 568 when may issue certificates of stock after foreclosure. 175 falsely indicating person as corporate officer 568 fraud in keeping accounts 570 misconduct of corporate elections 572 liability for false certificates, reports of public notices 78, 572 prohibited transfer to 89 See Directors and Employees. Oil. kind to be used in cars 319 unauthorized manufacture of, etc 563 Organization. See Articles of Association. Orange county. railroad crossings of highways 405 Other roads in cities and counties. general provisions 207 application for railways commissioners 207 first meeting of commissioners 208 determination of necessity of railroad and route 20!) adoption of plans, etc 210 Index. 77r. Other roads in cities and counties — Centinued. Page. appraisal of damages, etc 211 shall prepare certificate of incorporation, etc 213 organization 214 powers 215 crossing of horse railroad track 210 when route coincides with another route 210 commissioners to transfer plans, etc 217 commissioners to file report, etc 21S pay of commissioners 21!) quorum; term of office; removal ; vacancies, c'„c 21!i abandonment or change of route, etc 220 extension of time 227 Parlor cars. fare on 130 Passes. constitutional provision prohibiting, to public oflicer, etc 240 Passen"ger regulations. trains, how made up 561 notice of starting trains 130 penalty for excessive fare < l 133, 570 sleeping and parlor cars 130 connecting and intersecting railroads to furnish facilities for trans- portation of 131 accommodations for transportation of 554 for refusal to pay fare or obey reasonable regulations, may be cjcelsd by force 135 refusal to carry, a misdemeanor 55.1 no exclusion because of race or color 555 steamboat lines to furnish tickets and baggage cliecks for transporta- tion on connecting railroads 141 railroads to furnish tickets and baggage eliecks for transportation by connecting steamboat lines 141 drinking water to be kept in ears H.^ checks for baggage 1 3S time tables 130 riding on platform, walking along track, etc 148 tools to be kept in car 144 use of stoves or furnaces prohibited in passenger cars 561 penalties for injuries to baggage 139 Penal Code. provisions applicable to railroad corporations, officers, empbiyecs, etc. 550 Platforms. riding on 148, 563 Police. to be transported free on certain railroads 315, 360 See Employees; also Management of Road. Powti eoTporatten. Fasb. when may become a railroad corporation 122 Powers of railroad corporationa. general powers 101 additional powers S15 consolidation, effect of, etc 175 may enter upon lands f6r the purpose of survey 104 may hold voluntary grants of real estate 105 when may acquire and dispose of real estate in another State 106 of other States 171, 314 may acquire real estate by condemnation 104 as to construction of road 105 may cut standing trees, ete ,. 105 right to cross, intersect, etc., streets, canals and railroads 215 certain may cease operation in winter 125, 149 to convey passengers and property 105 to erect buildings and station 105 to borrow money, issue bonds and mortgage property to complete or operate road - 64 to regulate time and manner of transporting freight and passengers. . 105 two roads having same location may contract with each other for the use of their respective roads 117 capital stock of the leased road may be exchanged for stock of the lessee 172 may own boats and operate ferries in New York harbor 149 excavating, tunneling and bridging 118 when corporate powers to cease 45, 107, 193 when electric light and power corporation may become a railroad corporation 122 when may construct railroad on certain county roads 262 Preference forbidden 130 Protection of life and property. See Management of Road. Procession or parade. acts regulating in cities, etc 248 Private railroads. may cross highways, etc 122 Proxies 40, 87, 249 Public lands. railroads through 112, 240 Railroad Commissioners. See Board of. ' Railroad Law. general provisions 101 organization, general powers, location 101 et seq. construction, operation and management 126 et seq. consolidation, lease, sale and reorganization 165 et seq. street surface railroads 177 et seq. other railroads in cities and counties ' 207 et seq. the Board of Railroad Commissioners 223 et seq. Jjnmx. 775 ««*^»«- Paoe. right to conrey penons and property 105 when corporate powers to cease 107 193 location of route 108 177 acquisition of title to real property 4 110 177 to begin construction within five years, etc 107 to begin construction within one year 193 through public lands 112, 202 through Indian lands II3 two having same location II7 tunnel llg in foreign countries '. 120 acconunodation of connecting 114 certain, may cease operation in winter 125, 149 of other states, powers of .' 170, 314 lease of road 172 corporate rights save in case of failure to complete, etc. . . . ; 199 consolidation of 175 street surface 177 act extending time for completion of other than street surface 417 unclaimed freight and baggage 140 creation of mortgage ^ lOG Rails. center-bearing, prohibited 202 weight of ;. 127 flat or grooved, when to be used 262 Rapid Transit Act, Laws of 1891, as amended. applicable only in cities of over one million inhabitants 587 Real estate. condemnation of 4 acquisition of title to 104, 110 foreign corporations may hold and convey same in this State 38 when foreign corporations may purchase on foreclosure 38 when the title is defective, company may perfect Ill water rights, how acquired Ill additional lands for crossings and intersections, how taken 113 title, how acquired when trustees, guardian or committee are not authorized to sell • - 7 occupants of land proposed to be taken for road may object 108 where track crosses canal 116, 407 crossing turnpike or plank road, damages for 113 commissioners may be appointed to take ^ 207 determination of necessity of railroad and route 209 appraisal of damages and deposit of money as security 211 proceedings when application to court is necessary to sell, lease or mortgage same 19 See Condemnation of Real Property. 776 Inbex, Receivers. Page, acts in regard to appointment of; compensation to; duties; removal of; service of papers on Attorney-General; venue of actions and change tiiereof; preference on court ea,lendar of actions by or against ; transfer of property to 251, 256 act to provide for transfer of securities, etc., to 255 act to provide for the payment of wages by 350 court when to appoint, etc _. 251 - suits against, etc 68 private sales of property 366 collection of assets by 367 commissions ' 409 Reorganization. See Foicclosuie. Repair of streets by street railroad corporations 193 Revised constitution. removal of $5,000 limitation for damages in injuries resulting in death 240 prohibition of the sale, leasing, etc., of State lands, constituting the Forest Preserve 240 prohibition of public officers, etc., receiving pass 241 no law to be passed by Legislature authorizing building of street rail- roads except that they obtain consent of the property owners, etc.. 240 Riding. on platform v 148, 563 River Commission Acts 433, 455, 463 Route of road. extension of 115, 177, 191 abandonment of part of route ". . . 197, 220, 279 location of 108, 177 map of, to be filed before construction , 108, 152, 177 occupants of line to receive notice of route designated 108 not to be constructed upon ground occupied by public buildings or in public parks 202 right to cross bridge substituted for bridge crossed for five years. . . . 203 not to be constructed in a cemetery 240 objections to route, how made 108, 177 petition to alter proposed route, what to contain 108 Supreme Court to appoint commissioners to determine route 108 determination of commissioners to be filed 109 change of, how made 115, 373 construction of road on, upon or across any street or highway, pro- visions as to 113 one common to two companies, how constructed 117, 196 part of road may be constructed in another State 117 damages for crossing turnpike or plank road 113 highways intersected, provisions for changing course of highway.... 113 may run over Indian lands 113 crossing canal, directors may change 117 Index. 7Y7 Route of road — Continued. p^g,, crossing, intersecting, etc., other railroads ". 114^ 287 excavating, tunneling and bridging 113 1 ig non-extension of reorganized roads 175 construction of, on certain county roads 263 3ale. conditional, of rolling stock, etc. (Lien Law) 357 of street railroad Ig2 franchise at public auction Ig2 of corporate real property, proceedings for 177 sale of corporate property and franchises, reorganization of 6(5 sale of franchise and property 68 70 Sand. when may be used on tracks 201 Savings banks may invest in certain railroad securities 39G School taxes. payment of, by railroad corporations 466 School childfen, conveyance of 414 Signhoatds. at crossings, how constructed 129 Signal. kind to be used 144 altering, how punished 683 Sledge-hammer. to be kept in passenger car 144 Sleeping cars. patentee may place car on road with assent of corporation 136 fare on 136 railroad company not to be interested in money paid for berths 135 liability for injuries 136 other cars to be provided by railroad company 136 Snow. removal of, and ice 193 Stage coach routes 264, 344 State Board of Mediation and Arbitration. act applicable to all corporations 352 State lands. how acquired by corbpany « 112 constitutional provisions, applicable to 240 Statistics. failure to furnish to Labor Commissioner 556 .Steamboats on Hudson River. See Passenger Regulations and Freight Regulations. Steam railroad. mismanagement of 555 liabilities of persons in charge of 553 7Ti IlTDBI. Stock. Page. issne end transfer of 82 subscriptions to 84 consideration for issue of, and bonds 84 time of payment of subscriptions , 85 increase or reduction of 86 notice of meeting to increase or reduce 87 preferred or common stock 88 prohibited transfers to officers or stockholders 89 application to court for order to issue new in place of lost certificate. 90 increase or reduction of number of shares 95 amount of consolidated corporations 166 certificate of, may be issued after foreclosure 175 Stock Corporation Law. general provisions of 64 et seq. general powers, reorganization 64 et seq. increase or reduction of capital stock ' 87 directors and officers, their election, duties and liabilities.. 71, 82 et seq. stock, stockholders, their rights and liabilities '. 82 et seq. Stockholders. notice of meeting to increase or reduce capital stock 87 conduct of meeting to increase or reduce capital stock 87 liabilities of 93, 249 limitation of stockholders' liability " 94 agreement for consolidation to be submitted to meeting of 166 transfer of stock by, when may be forbidden 75 consent of stockholders requisite to change of terminus in certain cases 115 imder foreclosure may assent to plans of readjustment 69 right.of, to redeem on foreclosure 64 consent requisite to increase or reduction of stock 87 financial statement to 92 exhibition of books by transfer agent of foreign corporation 92 may assent to plan of readjustment 69 prohibited transfers to 89 . Stock transfer tax 524 Stoves. prohibited, use of 147, 661 Streets. crossing of, by railroads, where other road built 114, 287 throwing substance in, injurious to animals, a misdemeanor 585 repairs of, by street railroad 193 Street railroads. Greater New York charter ; 327, 328 gonerni provisions 177 et seq. must obtain certificate of Kailroad Commissioners as to public con- venience, etc. 152, 153 street ndlroaas — Oontiimed. , Page. aets for the relief of 283, 312 consent of property owners and local authorities .'. 179 coBsent of local authorities, how procured 181 conditions upon which consent shall be given, etc. 182 valut of property in matter of consents, how arrived at. 180 proceedings if property owners do not consent 188 percentage of gross receipts to be paid in certain cities and vil- lages 189, 397 crossing canals 407 use of tracks of other roads 192 within what time road to be built 193, 417 motive power 194 leasing 172 consolidation of , 165 construction over bridges 191 authorizing use of track of, by other companies for compensation. . . 192 construction of, on county roads \. 263 construction of, on State improved roads 3S4 corporate rights and powers of certain companies saved that have failed to complete road 199 franchise for, must be sold at public auction 182 sale of franchise, how conducted 182 fare, right to reduce, reserved by Legislature 195 rate of fare 195 construction of, in street where other road is built 196 abandonment of part of route 197 contracting corporation to carry for one fare 198 effect of dissolution of charter as to consents 198 when corporate rights saved in case of failure to construct, etc 199 not to be constructed upon ground occupied by public buildings, etc.. 202 center-bearing rails prohibited 202 not to be constructed in cemetery, etc 243 policemen and firemen in cities and villages to ride free on 315, 360 hours of labor upon, limited 285 repairs of streets ; removal of snow and ice 193 repairs of streets in cities of second class 362 rate of speed; how regulated 193 obstructing, hindering or delaying cars 563 no parade or procession to obstruct cars 248 authorizing use of sand upon tracks in cities of 500,000 population or more 201 extensions ■ "4, 177, 189 wages of employees payable only in cash 350 wages payable weekly 351 act to validate and confirm certain consents, etc., in cities of first and second class ^^^ protection at crossings of steam railroads 132 unclaimed property left in cars 372 vestibules on street surface railroad cars 203, 204 780 Index. Page, Subpoenas . .-.-. 545 Sunday labor. when allowed 554 Switches. kind to be used 144 Taxation of railroad corporations. see General Tax Laws, this report 466 Taxes. Tax Law 468 et seq. Court of Claims to adjust alleged claims 538 general acts, relating to railroads 466, 467 et seq. assessment of property of new corporation 470 property liable to taxation 470 place of taxation of property of corporations 471- taxation of corporate stock 472 corporations, how assessed 475 payment of taxes by railroad and certain other corporations 487 license tax on foreign corporations 489 franchise tax on corporations 490 certain corporations exempt from tax on. capital stock 492 additional franchise tax 493 special franchise tax not to aflfect other tax 486 franchise tax on elevated or surface railroads 493 deduction from special franchise tax for local purpose 485 reports of corporations ,. 473, 494 value of stock to be appraised ^ 495 notice of statement of tax ; interest 497 hearing on special franchise assessment 482 payment of tax and penalty for failure 497 review of determination of Comptroller by certiorari 498, 499 information of delinquents 501 action for recovery of; forfeiture of charter of delinquent corporation. 502 reports to be made by the Secretary of State 503 exemptions from other State taxation 503 application of 504 allowance of writ of certiorari, to review, etc 505 appeals 507 report to State Board of Tax Commissioners 48 1 refund of tax paid upon illegal, erroneous or unequal assessment. . . . 507 supplementary proceedings to collect 508 Attorney-General to bring action for sequestration 509 act relative to commutations of labor on highways 260 certiorari to review assessment 483 amount to be paid for privilege of organizing corporation 483 incorporation tax must be paid before articles can be filed 488 Comptroller to settle and adjust all accounts against corporations for taxRS, etc 182, 499 Inbex. YSl Taxes — Continued. p ^^ j. Comptroller may issue warrant for collection after thirty days 501 act to facilitate payment of school taxes, payment of, by railroad corporations 467 act in relation to valuation of property of railroad corporations in school districts 4gg municipal taxes of railroad payable to the county treasurer 53.3 act relating to liquor tax, etc gjy penalty for omission to make statement 474 assessment for special franchise 473 on transfers of stock 524 on mortgages 5J5 Terminus. change of US Thistles. Canada, to be cut 148 Tickets. sale of, by authorized agent, how restricted 570 unauthorized persons forbidden to sell 577 fraud in the sale of 578 offices kept for unlawful sale of tickets declared disorderly houses. . . 579 station-masters and conductors allowed to sell same 579 extra fare may be exacted when -none purchased 263 to immigrants, how regulated . , 244, 580 forging of 567 value of passenger ticket 568 over connecting railroads 131 railroads to furnish, to steamboat eoiiipanles whose lines connect with road 141 steamboat companies may furnish same to railroad companies whose lines connect with railroads 141 conspiring to sell in violation of la-w 578 Anti-Scalpers Law (Penal Code, §§ 015, 610) 575 Time. for commencing and finishing steam road 107 surface street roads 193, 312 act extending time for commencement or completion of other than street surface road 312 Time tables ■ 130 Tools. to be kept in ears 144 Town. bonding acts ' 530 Tracks. injuries to ,■ 5°2 walking along 148 783 Index. Tracks — Continued. Piffll of other roads, use of 192 sand, when may be used on 201 center-bearing rails prohibited 202 Tramps. provisions in regard to 266 defined 648 Trespass. how punished 663 walking along track • 148 Tunnel railroads 118 Tunnels. to be lighted and ventilated 281 Uniforms. inducing employees not to wear, a misdemeanor 663 Vestibules on street surface railroad cars 203, 204 Villages 346 Wages. act to provide for payment of employees of bankrupt corporation .... 350 to be paid in cash only 350 payable weekly 351 Walking on track. prohibited, except by employees of railroad 148 Warehouse charges 322 Water. drinking, to be kept on cars 144 Water Commission Acts 433, 455, 463 Weeds. noxious weeds in highways 274 Weight. of rails 127 of rails on grades .' 127 of rails on narrow-gauge roads 127 Whistles. to be blown or bells rung at crossings S61 Winter. certain railroads may cease operations in 125, 149 Wire. barbed, not to be used in division fences . ,^ 128 Witnesses 235 Wrecking . . . .^ , 184, 682